The Directors present the Companys 28th Annual Report and Audited
 Accounts for the financial year ended 31st March, 2011.
 
 RESULTS FOR THE YEAR
 
                                                     (Rs.in Crores)
 
                                   Consolidated           Stand Alone
 Particulars                  2010-11     2009-10    2010-11    2009-10
 
 Net Sales                    5612.63    5,162.57    2881.65   2,371.41
 
 Operating Profit before 
 Interest, Depreciation, Tax 
 and Amortisation (EBIDTA)     548.88      311.41     337.30     305.48
 
 Less:
 
 Depreciation                   80.44       83.69      29.34      23.27
 
 Interest                       81.97       87.11      15.81       6.43
 
 Less: Exceptional Items         3.59         -          -           -
 
 Add: Other Income              23.72       22.17      17.72      14.53
 
 Profit before Tax             406.60      162.78     309.87     290.31
 
 Less: Tax                     103.14       93.18      68.29      62.15
 
 Net Profit before Minority 
 Interest and Extraordinary 
 item                          303.46       69.60     241.58     228.16
 
 Less: Minority Interest         0.36        0.04       -          -
 
 Add: Extraordinary Item         0.47         -         0.47       -
 
 Net Profit after Minority 
 Interest and Extraordinary 
 item                          303.57       69.56     242.05     228.16
 
 Add : Balance brought forward 
 from previous year            150.22      130.41     596.82     418.41
 
 Profit available for 
 appropriation                 453.79      199.97     838.87     646.57
 
 Appropriation of
 Profits
 
 Transfer to General Reserve    24.25       22.70      24.25      22.70
 
 Interim Dividend                 -          7.52        -         7.52
 
 Proposed Dividend              31.19       15.60      31.19      15.60
 
 Corporate Dividend Tax          5.06        3.93       5.06       3.93
 
 Balance carried over to Balance 
 Sheet                         393.29      150.22     778.37     596.82
 
                               453.79      199.97     838.87     646.57
 
 FY 2011 IN RETROSPECT
 
 Havells, on a consolidated basis had net sales of Rs.  5,613 crores in
 financial year 2010-11 against Rs. 5,163 crores in previous financial
 year 2009-10.
 
 Havells, on a stand-alone basis had net sales of Rs.  2,882 crores in
 financial year 2010-11 against Rs. 2,371 crores in financial year
 2009-10. The operating profit before interest, depreciation and tax was
 Rs. 337 crores in financial year 2010-11 against Rs. 305 crores in
 financial year 2009-10. The interest charges for financial year 2010-11
 were Rs. 16 crores against Rs. 6 crores in financial year 2009-10.
 Profit after tax was Rs. 242 crores in financial year 2010-11 against
 Rs. 228 crores in financial year 2009-10.
 
 BUSINESS HIGHLIGHTS
 
 Entry into Electric Water Heaters business
 
 During the year under review, your Company also ventured into Home
 Comfort Products with its foray into
 
 a new generation, Electric Water Heater business. Keeping the trend of
 developing energy efficient products in all the segments, Havells
 newly 5 star rated electric water heaters are as per the standard of
 BEE (Bureau of Energy Efficiency) using the latest Penta Shield
 technology which provides 5-fold safety thermostat, thermal cutout,
 RCCB, pressure release valve and vacuum release valve.
 
 Set-up of Worlds First New generation CMH Lamp Plant at Neemrana
 
 Havells India Limited has set up a state-of-the-art plant in
 collaboration with Havells Sylvania, Belgium for production of Ceramic
 Metal Halide lamps. Havells is the fourth company in the world other
 than Philips, Osram, and GE to achieve this milestone. Ceramic metal
 halide lamps are used for high end applications in the area of accent
 lighting, shopping malls and also outdoor lighting wherever true colour
 rendition and consistent colour are vital criterion.
 
 Launch of Havells Brand in US and Mexico
 
 Havells Sylvania operated with brand Sylvania in all countries of the
 world except USA and Mexico, where it was using brand SLI. We have
 now re-launched the operations with Havells brand in key economies of
 the world. Using a strong and successful brand like Havells will help
 the business in long term. It will also establish Havells as a global
 brand.
 
 SUCCESSFUL COMPLETION OF SYLVANIA RESTRUCTURING
 
 Your Directors are glad to report that the past year witnessed the
 turn-around of Sylvania after an effective and successful integration.
 We have consolidated our operations both in the domestic and
 international markets.  The continued strong performance of
 Havells-Sylvania is a proof of robust system now in place in the
 Company.  Sylvania, on stand-alone basis, finished the year with Rs.
 78 crores profits before tax as against loss of Rs. 140 crores during
 2009-10. Operating profit before interest, depreciation and exceptional
 item during the year 2010- 11 was Rs. 191 crores against a negative
 figure of Rs.  7 crores in the financial year 2009-10.
 
 The organization-wide restructuring process concluded successfully,
 resulting in higher efficiency and streamlined operations. The
 turnaround of the subsidiary - Havells Sylvania not only propelled your
 Companys consolidated growth but also enabled it to create a scalable
 business model, poised to deliver sustained growth and create
 shareholder value. We continue to strengthen our businesses, widen our
 reach, rationalize our costs and improve our product profile to sustain
 the growth achieved.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a Dividend @ Rs. 2.50 per
 equity share for 2011 on 12,47,74,812 equity shares of Rs. 5/- each.
 The proposed dividend, subject to approval of Shareholders in the
 ensuing Annual General Meeting of the Company, would result in
 appropriation of Rs. 36.25 crores (including Corporate Dividend Tax of
 Rs.5.06 crores) out of the profits thus giving 15% payout from the net
 profit of the Company.  The dividend would be payable to all
 Shareholders whose names appear in the Register of Members as on the
 Book Closure Date.
 
 The Register of Members and Share Transfer books shall remain closed
 from 26th July, 2011, Tuesday to 29th July, 2011, Friday (both days
 inclusive).
 
 SCHEME OF AMALGAMATION
 
 With a view to reap synergies of operations and to optimally utilize
 the available resources and services, the Company envisaged a Scheme of
 Amalgamation during the year to merge Standard Electrical Limited (a
 100% subsidiary of the Company) with the Company.
 
 The shareholders of the Company have approved the Scheme of
 Amalgamation in the Court convened meeting held on 2nd April, 2011. The
 Appointed Date for the scheme is 1st April, 2011. However the same will
 be made effective from filing of the certified copy of the
 
 Order of the Honble High Court of Delhi at New Delhi, with the
 Registrar of Companies, NCT Delhi and Haryana.
 
 AWARDS AND RECOGNITION
 
 National Energy Conservation Award for Ceiling Fans
 
 In appreciation of the achievements in Energy Conservation in the
 manufacturing of BEE star labeled appliances (Ceiling Fans) sector for
 the year 2010, your Company has been awarded the National Energy
 Conservation Award for Ceiling Fans on 14th Dec 2010 by Minister of
 Power, Government of India.
 
 Award for Beacon Lighting
 
 Concord, the premium brand of Havells Sylvania was honoured with the
 Best Interior Luminaire crown for the 2nd year in succession at the
 Lighting Design Awards, the heart of the architectural lighting
 industry. The new Concord Beacon LED range includes the Beacon Muse LED
 which uses cutting edge technology and ancient lens principles to
 create a fully adjustable spotlight.
 
 Award for Product Design
 
 In recognition of its outstanding and innovative design, Concords
 Stadium LED spotlight was awarded the red dot award product design.
 The Concord Stadium is an innovative low energy LED spotlight for a
 myriad of lighting applications, including museums, galleries and
 retail spaces. The Stadium portfolio introduces two versions, Stadium
 EVO and Stadium PRO, both with excellent colour rendering, low running
 temperatures, very long lamp life resulting in reduced maintenance
 costs and energy saving efficient light source.
 
 Best Stall Award in Electrical fair
 
 Havells Sylvania was awarded the Best Stall in Electrical Fair held at
 Kolkatta by Calcutta Electric Traders Association (CETA). This platform
 was used to launch Sylvania in West Bengal. CETAs mission is to
 promote the business profile of its members and to provide companies
 who choose to do business with CETA members, whether as customers or
 suppliers, with an assurance of quality.
 
 Power Brand Award
 
 Havells was chosen as Power Brand by the Indian consumers as surveyed
 by ICMR (Indian Council for Market Research) instituted by Power Brands
 India. This award is given on the basis of strong brand presence in the
 minds and hearts of Indian consumers.
 
 CREDIT RATING
 
 CARE
 
 Credit Analysis & Research Ltd. (CARE Ratings) is a full service rating
 company that offers a wide range of rating and grading services across
 sectors. CARE has an unparalleled depth of expertise. CARE Ratings
 methodologies are in line with the best international practices. CAREs
 Credit Rating is an opinion on the relative ability and willingness of
 an issuer to make timely payments on specific debt or related
 obligations over the life of the instrument. CARE rates rupee
 denominated debt of Indian companies and Indian subsidiaries of
 multinational companies.
 
 During the year, CARE has reaffirmed the ratings assigned to Havells
 India Limited. CARE has assigned the rating of CARE AA (Double A) to
 Havells for its long term bank facilities and PR1+ (PR One Plus) to
 its short term bank facilities. Facilities with these ratings are
 considered to offer High safety for timely servicing of debt
 obligations with very low credit risk.
 
 The ratings continue to reflect the reputed brand name of Havells India
 Limited (HIL), its established market position in the electrical
 equipment business, wide product portfolio and well-established
 distribution network.
 
 BONUS ISSUE OF SHARES
 
 Your Company had brought out a Bonus Issue of Shares in the ratio of
 1:1 being approved by the Shareholders by means of a Special Resolution
 in the last Annual General Meeting held on 29th September, 2010. The
 Record Date for the purpose was fixed for 11th October, 2010 and the
 allotment of Bonus Shares was made on 12th October 2010. The Issued,
 Subscribed and Paid-up Share Capital of the Company reckoned with no.
 of shares was 6,23,87,406 Equity shares of Rs. 5/- each prior to Bonus
 allotment and post-allotment of Bonus shares the no. of shares doubled
 to 12,47,74,812 Equity shares of Rs.5/- each.
 
 INCREASE IN AUTHORIZED SHARE CAPITAL
 
 The issuance of Bonus Shares in the ratio of 1:1 necessitated the
 increase in the Authorized Share Capital of the Company. Accordingly,
 increase in Authorized Share Capital of the Company by
 Rs.60,00,00,000/- (Rupees Sixty Crores only) by creation of additional
 12,00,00,000 Equity Shares of Rs.5/- each was also approved by the
 Shareholders of the Company in the last Annual General Meeting held on
 29th September, 2010 by means of a Special Resolution.
 
 At present the Authorized Share Capital of the Company stands at Rs.
 100,00,00,000/- (Rupees One Hundred Crores only) divided into
 20,00,00,000 Equity Shares of Rs.5/- each.
 
 SUBSIDIARY COMPANIES
 
 As on 31st March, 2011, your Company has 54 (fifty four) subsidiaries
 out of which 52 (fifty two) companies are registered outside India - 50
 (fifty) of them falling under Sylvania umbrella; 1 (one) based at
 Cyprus and another
 
 1 (one) based at Hong Kong, which serves as a Central Procurement
 Company (CPC) to procure various electrical products for Havells and
 Sylvania trading operations and
 
 2 (two) subsidiaries are registered in India.
 
 In the light of a recent Circular issued by the Central Government
 dated 8th February, 2011 the Company is exempted from attaching the
 Annual Accounts of each of its subsidiary companies with the Balance
 Sheet of the Company.
 
 The Board of Directors of the Company has, by Resolution passed in its
 meeting held on 27th May, 2011, given consent for not attaching the
 Balance Sheet of the subsidiary concerned.
 
 The consolidated financial statements of the Company and all
 subsidiaries duly audited by its statutory auditors are presented in
 the Annual Report. The consolidated financial statements have been
 prepared in strict compliance with applicable Accounting Standards and,
 where applicable, Listing Agreement as prescribed by the Securities and
 Exchange Board of India.
 
 Further, the following information in aggregate for each subsidiary
 including subsidiaries of subsidiaries has been annexed to the
 consolidated balance sheet:-
 
 (a) capital (b) reserves (c) total assets (d) total liabilities (e)
 details of investment (except in case of investment in the
 subsidiaries) (f) turnover (g) profit before taxation (h) provision for
 taxation (i) profit after taxation (j) proposed dividend.
 
 The annual accounts of the subsidiary companies and the related
 detailed information shall be made available to Shareholders of the
 Company and its subsidiary companies upon request. The annual accounts
 of the subsidiary companies shall also be kept for inspection by any
 Shareholder in the head office of the Company and the offices of its
 subsidiary companies.
 
 BOARD OF DIRECTORS
 
 Pursuant to the provisions of Section 256 of the Companies Act, 1956,
 Shri Niten Malhan and Shri A P Gandhi, Directors, are due to retire by
 rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves for re-appointment.
 
 The details of Directors being recommended for re- appointment as
 required in Clause 49 of the Listing Agreement are contained in the
 accompanying Notice convening the ensuing Annual General Meeting of the
 Company.
 
 Appropriate Resolution(s) seeking your approval to the re-appointment
 of Directors are also included in the Notice.
 
 AUDITORS
 
 The Statutory Auditors, M/s V R Bansal & Associates, Chartered
 Accountants, (Regn. No. 016534N) hold office till the conclusion of the
 ensuing Annual General Meeting and are recommended for re-appointment.
 The certificate from the Auditors have been received to the effect that
 their re-appointment, if made, would be within the prescribed limit
 under section 224(1B) of the Companies Act, 1956.
 
 The Company has also received a Special Notice under section 190 of the
 Companies Act, 1956, from Shri Harish Golani, one of the members of the
 Company, proposing the appointment of M/s. S. R. Batliboi & Co.,
 Chartered Accountants (Registration No. 301003E) as Joint Auditors of
 the Company for the financial year 2011-12. A consent letter,
 confirming the eligibility and willingness for such appointment, as
 received form M/s.  S. R. Batliboi & Co., Chartered Accountants
 (Registration No. 301003E), has also been received by the Company.
 
 The Board of Directors accordingly recommends the Resolution set out in
 Item no. 6 of the accompanying Notice for approval of the Members.
 
 AUDITORS REPORT
 
 The observations of Auditors in their reports on standalone and
 consolidated financials are self explanatory and therefore do not call
 for any further comments.
 
 CORPORATE GOVERNANCE
 
 The Company has duly complied with the Corporate Governance provisions
 as stipulated under clause 49 of the Listing Agreement, and as required
 Report on Corporate Governance, Certificate of Auditors confirming
 compliance with the requirements of Corporate Governance form part of
 the Annual Report. In accordance with the Listing Agreement
 requirements, the Management Discussion and Analysis report and CEO/CFO
 Certificate on discharge of finance function is presented in a separate
 section forming part of the Annual Report.
 
 FIXED DEPOSITS
 
 During the year your Company has not accepted any deposits from the
 public or otherwise in terms of Section 58A of the Companies Act, 1956
 read with Companies (Acceptance of Deposit) Rules, 1975.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 to the best of their knowledge hereby state and confirm that:
 
 i) in the preparation of the annual accounts of the Company, the
 applicable accounting standards had been followed along with proper
 explanations relating to material departures;
 
 ii) the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profits of
 the Company for that period;
 
 iii) the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 iv) the Directors had prepared the annual accounts of the Company on a
 going concern basis.
 
 ENVIRONMENT, HEALTH AND SAFETY
 
 Havells attaches great value to its employees and workers who
 constitute its most important productive asset. We believe that the
 safety and health of its personnel are of paramount concern. The
 Company strives to prevent all possible accidents, incidents, injuries
 and occupational illnesses during the working hours. We seek to meet
 
 leading health, safety and wellness standards to enhance our business
 performance while optimizing employee health.
 
 We strive to achieve excellence in providing a healthy and safe working
 environment, and to support environmentally sound practices in the
 conduct of our business.
 
 The Company is dedicated to continuous efforts to improve the
 compatibility of our operations with the environment while developing
 and supplying high quality products to consumers. We recognize our
 responsibility to work with the public, the government, and others to
 develop and to use natural resources in an environmentally sound manner
 while protecting the health and safety of our employees and the public.
 
 The Companys units and offices are equipped with modern amenities to
 meet strict requirements of efficient servicing and smooth functioning
 at all times. The Company follows strict compliance of pollution and
 commercial norms in carrying out the manufacturing activities and
 establishment of plants and offices.
 
 The Company in its recognition of its human capital has opted for Group
 Term Life (life insurance cover) for all its employees. The Company
 also has in place several insurance, medical and other welfare covers
 that it has purchased to shield its employees against varied risks -
 those of health, disability, accident etc.
 
 EMPLOYEE RELATIONS
 
 Our people are the key to our success. Their skills, knowledge, ideas
 and enthusiasm drive our business.  We have high-quality, diverse
 workforce and employees who fulfill their potential. We have achieved
 this by giving them development and advancement opportunities along
 with competitive compensation and benefits that appropriately reward
 performance.
 
 We communicate widely with employees to demonstrate how their efforts
 contribute to our success and to listen to their concerns. We also
 encourage them to align with our vision. We are committed to open
 communications and a workplace where everyones voice is heard.
 
 We use several channels to communicate with employees, including an
 internal web portal and Company website along with communication
 sessions with the top management of the Company. These sessions provide
 assessment of employee satisfaction and are inputs for business
 planning, management decision-making and Company strategy development.
 They also help employees implement Company policies, meet high
 standards of conduct and ensure their behavior reflects Company values
 and policies.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 If you plan for one year, sow rice, if you plan for 10 years, plant a
 tree. If you plan for 100 years, educate a child.
 
 Our nation has made progress in terms of increasing primary education
 attendance rate and expanding literacy to a large part of the
 population. Indias improved education system is often cited as one of
 the main contributors to the economic rise of India. However, the
 nation continues to face stern challenges. Despite growing investment
 in education, a part of the population is still illiterate; not many
 Indian students reach high school, and fewer graduate.
 
 At Havells, we integrate corporate responsibility into all we do. With
 global reach comes substantial responsibility, and we take that
 responsibility seriously. We feel a responsibility to make our Company
 and our world better for those who follow us.
 
 We understand that education is essential in promoting sustainable
 human development and economic growth.  We believe that combining a
 focus on education as well as health care fosters economic well-being.
 As a responsible and conscientious corporate citizen, we aim to draw
 our focus primarily on education and healthcare services so as to
 enable the poor and needy to benefit from growth and transform
 themselves into empowered beings.
 
 Havells has supported and engaged in activities that aim to improve the
 organizations contribution to society. The Companys corporate
 responsibility straddles a stakeholder base that goes far beyond its
 shareholders. During the year, your Company has donated a sum of Rs. 65
 Lacs to QRG Foundation, a Trust instituted by the group, dedicated to
 support social and philanthropic causes.  Our commitment to society at
 large is further demonstrated in the following ways:
 
 - Mid day Meals
 
 Supporting children so they may become self-supporting, contributing
 citizens is a worthy endeavor that the Company supports strongly.
 Havells is providing mid-day meals close to 15000 students of primary
 schools in Alwar. Providing these children with meals in schools gives
 them an incentive to come to school, stay in school and provides them
 with the necessary nutrients they need to focus on learning. We are
 enhancing the number of children being catered to about 50,000 from
 July this year.
 
 - Medical Aid
 
 With the objective of upliftment of quality of life of underprivileged
 people, QRG Foundation Trust is involved in providing healthcare
 services through mobile healthcare vans for the slum areas of Delhi
 region and providing free medical check-ups and medicines to needy
 people.
 
 SETTLEMENT OF TRUST FOR THE BENEFIT OF CHANNEL PARTNERS
 
 Your Company has always believed that Schemes and incentives play a
 vital role in the Companys channel strategy. Havells has always
 strongly upheld that it is most essential to engage with the channel
 partners on a continuous basis. Inspired with that vision the Company
 had brought out an innovative and attractive Incentive
 
 Scheme not just to offer avenues for improving sales by the Dealers/
 Distributors but also considering the creation of a profitable
 proposition for them as well as their entire family members in the form
 of growth opportunities by investing additional 1% incentive on the
 sales generated by them. To aid such Schemes for the benefit of channel
 partners, the Company had settled an irrevocable discriminate
 contributory Trust namely Havells Business Partners Trust during
 FY2011.
 
 The Trust has been set-up exclusively for the purpose of facilitating
 benefit schemes and like for the Dealers/ Distributors and works
 independent of the Company, Havells India Limited.
 
 RESEARCH AND DEVELOPMENT
 
 Innovation is the hallmark of every vital development at Havells India
 Limited. New ideas and inventions deepen scientific knowledge and give
 any work force a new impetus towards technical progress.
 
 Havells technological strengths and its endeavour towards continuous
 research & development have allowed it to fulfill its responsibilities
 towards its customers. The responsibility of providing its customers
 the best products and zero defect services to enable them to be
 comfortable and secure in usage of electricity, Havells has set-up its
 Center for Research and Innovation (CRI), at the Companys Head Office
 premises in Noida, U.P. The ISO-9001, 2000 certified CRI is recognized
 by Department of Scientific & Industrial Research and Ministry of
 Science & Technology. The objective of this centre is to provide the
 theoretical & experimental foundations for all segments of electrical
 engineering. The centre closely cooperates with the various departments
 so as to provide the best and the latest in terms of technology and
 design.
 
 LED Lighting: With the addition of LED lighting to the bouquet of
 products offered, Havells continued to demonstrate its commitment to
 provide energy efficient solutions to its consumers. During the
 financial year, the Company introduced LED lightings in the area of
 Home, Office, Commercial & Street Lighting. This not only saves
 substantial energy but also has a long life & minimal maintenance thus
 bringing savings to the customer.
 
 CERTIFICATIONS
 
 The Company has acquired a number of international certifications, like
 BASEC, CSA, KEMA, CB, CE, ASTA, CPA, SEMKO, SIRIUM (Malaysia), and EDD
 (Bahrain) for its various products to expand its reach in international
 arena.
 
 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
 
 Pursuant to the provisions of Section 205C of the Companies Act, 1956,
 your Company has transferred the following amounts to the Investor
 Education and Protection Fund:
 
 — Rs. 1,07,355/- lying unclaimed/unpaid with the Company for a period
 of seven years after the declaration of Dividend for the financial year
 ended 2002-03; and
 
 — Rs. 66,010/- lying unclaimed/ unpaid with the Company for a period of
 seven years after the declaration of Interim Dividend for the financial
 year ended 2003-04.
 
 CONTRIBUTION TO EXCHEQUER
 
 The Company is a regular payer of taxes and other duties to the
 Government. During the year under review your Company paid Rs. 68.29
 crores towards Income Tax and Wealth Tax as compared to Rs. 62.15
 crores paid during the last financial year. The Company also paid
 Excise Duty of Rs. 163.95 crores, Sales Tax & Service Tax of Rs. 204.32
 crores, totaling Rs. 436.56 crores during financial year 2010-11 as
 compared to Rs.  315.15 crores paid during last financial year.
 
 LISTING OF SHARES
 
 The shares of the Company are listed on National Stock Exchange of
 India Limited (NSE) and Bombay Stock Exchange Limited (BSE). NSE has
 been defined as the Designated Stock Exchange of the Company. The
 listing fee for the year 2011-12 has already been paid to the credit of
 both the stock exchanges.
 
 PERSONNEL
 
 Particulars of Employees required under section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 as amended, form part of this report and are annexed
 herewith.  However, in terms of Section 219(1)(b)(iv) of the Companies
 Act, 1956 the Report and Accounts are being sent to the Shareholders
 excluding the aforesaid Annexure. Any Shareholder interested in
 obtaining copy of the same may write to the Company Secretary at the
 
 Registered Office.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Particulars as required to be disclosed as per the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 are set out in the statement attached hereto in Annexure B and
 form part of this report.
 
 ACKNOWLEDGEMENTS & APPRECIATION
 
 The Board places on record its appreciation for the continued
 co-operation and support extended to the Company by Banks, Rating
 Agencies, Stock Exchanges, NSDL and CDSL. The Board wishes to express
 its grateful appreciation for the assistance and co-operation received
 from vendors, customers, banks, financial institutions, Central and
 State Government bodies, auditors, legal advisors, consultants,
 dealers, retailers and other business associates.
 
 The Board deeply acknowledges the trust and confidence placed by the
 consumers of the Company and, above all, the shareholders.
 
 The Board of Directors would particularly like to place on record its
 appreciation for the dedicated efforts of the employees at all levels.
 
 
 
                        For and on behalf of Board of Directors 
 
                                       of Havells India Limited
 
                                               (Qimat Rai Gupta)
 
                                                   Chairman and
 
 Noida, 27th May, 2011                        Managing Director