B CONTINGENT LIABILITIES                             (Rs.in crores)
 
                                                    2010-11    2009-10
 
 a Estimated amount of capital contracts 
 remaining to be executed and not provided for 
 (net of advances)                                    23.13     32.65
 
 b Bank guarantees and letter of credits 
 opened with bank (net of margin money)              115.82     87.38
 
 c Bonds to excise department against export 
 of excisable goods/ purchase of goods without 
 payment of duty (to the extent utilised)             15.86     24.64
 
 d Custom duty payable against export obligation      24.46     19.75
 
 e Suits filed against the Company not acknowledged 
 as debts                                              3.46      0.45
 
 f Liability towards banks against debtors buyout 
 facilities                                           35.23     27.08
 
 g Disputed tax liabilities in respect of pending 
 cases before Appellate Authority (amount deposited 
 under protest Rs. 4.22 crores (previous year 
 Rs. 4.44 crores)                                     14.27     13.24
 
 h Corporate Guarantee given on behalf of 
 subsidiary companies (to the extent of outstanding 
 obligation)                                         100.72    113.19
 
 i Export bills discounted with banks                 26.04     40.45
 
 
 
 2 The Company has issued and allotted 6,23,87,406 fully paid-up equity
 shares of Rs. 5/- each as fully paid up bonus shares in the ratio of
 1:1 ranking pari passu with the existing equity shares of the Company
 as approved in the Annual General Meeting held on 29th September 2010
 by capitalisation of Rs. 21.68 crores from securities premium account
 and Rs. 9.52 crores from General Reserve account.
 
 3 The Company has been sanctioned a term loan of Rs. 140 Crores by
 Canara Bank with an option to avail the same by way of foreign currency
 loan for the purpose of expansion of manufacturing facilities at Baddi
 (H.P), Haridwar (Uttarakhand) , Alwar (Rajasthan) and
 Neemrana(Rajasthan) units. Out of the said loan, the Company has
 availed a term loan of Rs. 130.18 crores (USD 28 Million) and utilised
 the same for the purpose for which it was sanctioned. The same is due
 for repayment in 16 (sixteen) equal quarterly instalments commencing
 from 01.04.2011.
 
 4 a) The IDBI Bank Limited has sanctioned a receivable buyout facility
 of Rs. 250 crores to the Company. As per the terms with the bankers,
 the debtors are insured and the bankers have recourse on the Company to
 the extent of 5% of claim amount or Rs.0.02 crore, whichever is higher.
 As on the date of Balance Sheet, total debtors assigned to the bankers
 are at Rs. 241.04 crores (previous year Rs.199.30 crores). With the
 result, the debtors at the end of the year stand reduced by the said
 amount. A sum of Rs. 14.92 crores (previous year Rs.11.23 crores) on
 account of charges paid for this facility has been debited to debtors
 factoring charges account.
 
 b) The Company has arranged channel finance facility for its customers
 from Yes Bank Limited and Axis Bank Limited . As per the terms of the
 bankers, the debtors are insured and the bankers have recourse on the
 Company to the extent of 5% of claim amount or Rs.0.02 crore, whichever
 is higher. As on the balance sheet date, the total debtors who have
 availed this facility were at Rs. 116.73 crores (Previous year Rs.
 42.28 crores).
 
 5 The Company has been sanctioned a Packing Credit Facility of Rs. 50
 crores by the Canara Bank. The outstanding bills discounted with the
 Bank at the end of the year are at Rs. 26.04 crores (USD 5832855)
 {Previous year Rs.  39.50 crores (USD 8750763)}. The sundry debtors
 have been reduced by the amount of bills discounted with the bank.
 
 6 The CENVAT credit and VAT credit in respect of Capital Goods has been
 adjusted @ 100% to the cost of Fixed Assets. The CENVAT credit has been
 availed @ 50% during the year and the balance will be claimed in the
 subsequent year subject to the conditions as per Excise Rules. The VAT
 credit has been availed as per the VAT rules applicable in the
 respective states.
 
 7 In respect of Baddi (other than 100% EOU unit) and Haridwar units,
 the cenvat credit against fixed assets has not been availed and
 provision for excise duty payable on finished goods and scrap materials
 has not been made since the units are exempted from payment of excise
 duty.
 
 8 The Companys manufacturing units at Baddi (Himachal Pradesh) and
 Haridwar (Uttarakhand) are exempted from excise duty vide Notification
 No. 49 and 50/2003 issued by Government of India, Ministry of Finance,
 Department of Revenue, Central Board of Excise and Customs, New Delhi
 and the profit of the said units are eligible for deduction as provided
 under section 80 IC of the Income Tax Act,1961.
 
 9 Interest and other borrowing costs amounting to Rs. 1.00 crore
 (previous year Rs.0.62 crore) have been capitalised to the carrying
 cost of fixed assets being financing costs directly attributable to the
 acquisition, construction or installation of the concerned qualifying
 assets till the date of its commercial use.
 
 10 The Company has invested a sum of Rs. 184.02 crores in its wholly
 owned subsidiary Company Havells Holdings Limited during the year.
 The total investment in the said subsidiary Company as at the end of
 the year is Rs.  715.42 crores and there is an accumulated loss of Rs.
 710.93 crores in the consolidated financial statements of the said
 subsidiary company. The accumulated loss includes one time non
 recurring expenses incurred by the subsidiary companies towards
 severance and other restructuring costs to the tune of Rs. 495.81
 crores which have started to yield tangible benefits.
 
 a) The control over Sylvania group of Companies was acquired in
 April,2007 with a long term view and was a strategic decision. A sum of
 Rs. 335.42 crores (Euro 53.04 millions) was paid as premium towards the
 said acquisition in the light of tangible and intangible benefits
 accruing to the Company in the future.
 
 b) The group companies have been provided with funding from a banking
 group led by Barclays Capital in the form of a term loan of Rs. 479.99
 crores (Euro 75.90 million) and a revolving facility of Rs. 235.25
 crores (Euro 37.2 million). The terms of these loan agreements include
 covenants related to the group companies performance. The management
 constantly monitors the financial performance with respect to
 compliance with the associated bank covenants. As on the date of the
 Balance Sheet, the Company is in compliance with all financials
 covenants.
 
 c) The group companies experienced a positive trend in sales growth and
 margin improvement during the year 2010-11 due to successful
 implementation of restructuring plans, improvement in operational
 efficiencies and better price realisation etc. During the year, the
 Sylvania Group of Companies earned a net profit after tax of Rs. 43.73
 crores as against a loss of Rs. 463.85 crores during the corresponding
 previous year. The EBITDA (Earning Before Interest, Tax, Depreciation
 and Amortisation) before exceptional expenses and other income of these
 companies is Rs.190.86 crores as against a negative EBIDTA of Rs. 6.32
 crores during the corresponding previous year.
 
 d) Management is of the opinion that the Net Enterprise Value (EV) of
 the Sylvania group of companies exceeds the amount of investment made
 and hence there is no impairment in the value of investment in these
 companies.
 
 11 The electrical business of Standard Electricals Limited (SEL) was
 transferred to Seven Wonders Holidays Limited, a subsidiary company
 (Name changed to Standard Electrical Limited) with effect from
 01.04.2009 pursuant to Scheme of Arrangement u/s 391, 392 of the
 Companies Act, 1956 and as approved by the Honble High Court of
 Judicature at Delhi vide their order dated 19.08.2010. In accordance
 with the scheme:
 
 a) 2219000 fully paid up equity shares of Rs. 5/- each were allotted to
 the shareholders of the demerged company (SEL) on 27th August 2010.
 
 b) Professional charges incurred during the year for the purpose of
 scheme of arrangement to the tune of Rs.  0.18 crore have been adjusted
 against the Business Reconstruction Reserve.
 
 12 The Company had entered into a Business Transfer Agreement, on
 16th March2010 with HSIL Limited, Kolkata for sale of its Bath Fitting
 Business Division situated at Bhiwadi, Rajasthan as a going concern on
 as is where is basis for a consideration of Rs. 16.44 crores. The
 sale of the division was approved by Shareholders through postal ballot
 on 23rd April 2010. The legal and physical possession of the division
 was transferred to HSIL Limited on 1st May2010.
 
 The requirements for disclosures of Accounting Standard 24
 Discontinuing Operations, issued by the Institute of Chartered
 Accountants of India does not apply to the said transaction as the sale
 of Bathfitting division does not constitute a separate major line of
 business or geographical area of operations of the Company.
 
 13 The Company, as a Settlor, has established irrevocable determinate
 contributory trust known as Havells Business Partner Trust vide Deed
 of Indenture executed on 07.10.2010 with the object for holding the
 distribution commission/sales incentive accrued to the Participating
 Dealers, for a period of at least three years from the date of such
 contribution to the Trust and to make investment in permitted
 securities for the benefit of Participating Dealers. A sum of Rs. 13.25
 crores accrued to the Trust on behalf of the Participating Dealers as
 on the date of the Balance sheet.
 
 14 The Company has started commercial production of Printed Circuit
 Board (PCB) at its unit at Noida (Uttar Pradesh) during the year.
 Pre-operative expenses till the date of start of commercial production
 amounting to Rs. 0.39 crore has been capitalised to the carrying cost
 of fixed assets on a pro-rata basis.
 
 15 The Company has a system of obtaining periodic confirmations from
 debtors and creditors. Necessary entries have been passed on
 reconciliation of accounts wherever required.
 
 16 a) Information as required to be furnished as per Section 22 of the
 Micro, Small and Medium Enterprises
 
 Development Act, 2006 (MSMED Act) for the year ended 31st March, 2011
 is given below. This information has been determined to the extent such
 parties have been identified on the basis of information available with
 the Company.
 
 b) The total dues of Micro and Small Enterprises which were outstanding
 for more than stipulated period were at Rs. 1.30 Crores (Previous year
 Rs. 2.95 Crores) as on the balance sheet date.
 
 17 The Company has made a provision of excise duty amounting to Rs.
 6.45 crores (previous year Rs. 4.17 crores) payable on stocks of
 finished goods and scrap material at the end of the year except at
 Baddi and Haridwar units which are exempt from excise duty. Excise duty
 is considered as an element of cost at the time of manufacture of
 goods.
 
 18 a) The Company has given a corporate guarantee of Rs. 215.02 crores
 (Euro 34 millions) {Previous Year
 Rs. 205.90 crores (Euro 34 millions)} for and on behalf of wholly owned
 subsidiary company Havells Netherlands Holding B.V., in respect of
 Asian Terms Facility Agreement entered with Barclays Capital and State
 Bank of India on 13th March, 2007, against the loan taken by the said
 subsidiary. The outstanding loan as on the date of the Balance sheet is
 Rs. 63.24 crores (Euro 10 Millions) {Previous Year Rs. 100.95 crores
 (Euro 16.67 Million)}. The Company has further provided security by way
 of first pari-passu charge on the moveable fixed assets of the Company
 (except for those charged against working capital limits and excluded
 moveable and immovable assets ), by way of first pari-passu charge by
 way of mortgage over the immovable fixed assets situated at A-461/462,
 MIA Alwar (Rajasthan), SP - 215, MIA Alwar (Rajasthan), Land at Village
 Dharampur, Tehsil Nalagarh, District Solan (Himachal Pradesh) and Plot
 no. 2A, Sector - 10, IIE Ranipur, Haridwar and subservient charge on
 land and building at 14/3, Mathura Road, Faridabad (first pari passu
 charge to working capital bankers).
 
 b) The Company has given an irrevocable and unconditional corporate
 guarantee of Rs. 31.62 crores (Euro 5 millions) {previous year Rs.
 30.28 crores (Euro 5 millions)} to Deutsche Bank in respect of credit
 facilities and other financial accommodation sanctioned to the step
 down subsidiary company Havells Sylvania Europe Limited. The
 outstanding amount of the said credit facility as on the date of the
 Balance sheet is Rs. 11.88 crores (Euro 1.88 Million) {Previous year
 Rs.12.23 crores (Euro 2.02 Million)}.
 
 c) The Company has given a corporate guarantee of Rs. 100 crores to Yes
 Bank Limited in respect of standby letter of credit facility
 sanctioned to its subsidiary company Havells Exim Limited. The
 outstanding amount of the said credit facility as on the date of the
 Balance sheet is Rs. 25.60 crores.
 
 19 a) The Company is under obligation to export goods within a period
 of eight years from the date of issue of EPCG licenses issued in terms
 of para 5.2 of Foreign Trade Policy 2009-2014. As on the date of
 Balance Sheet, the Company is under obligation to export goods worth
 Rs. 127.34 crores (previous year Rs.  95.55 crores) within the
 stipulated time as specified in the respective licenses. Out of the
 said amount, the Company has fulfilled the export obligation of Rs.
 85.44 crores (Previous Year 30.75 crores) against which export
 obligation discharge certificates (EODC) are yet to be obtained from
 Director General Foreign Trade (DGFT).
 
 b) Further the Company is under obligation to export goods worth Rs.
 109.83 crores (previous year Rs.  88.80 crores) in respect of duty free
 imports made by the Company against advance licenses. Out of the said
 amount, export obligation of Rs. 91.68 crores (previous year Rs. 86.08
 crores) has been fulfilled by the Company as at the end of the year
 against which export obligation discharge certificates (EODC) are yet
 to be obtained from Director General Foreign Trade (DGFT).
 
 20 The Company has not made any provision for cess payable u/s 441A of
 the Companies Act, 1956. The said provision shall be made as and when
 the requisite notification is issued by the Central Government in this
 regard.
 
 21 The Company has transferred and deposited a sum of Rs. 0.02 crore
 (previous year Rs. 0.005 crore) out of unclaimed dividend pertaining to
 the financial years 2002-03 and 2003-04 to Investor Education and
 Protection Fund of Central Government in accordance with the provisions
 of Section 205C of the Companies Act, 1956.
 
 22 The Company is entitled for incentive under status holder incentive
 scrip @ 1% of FOB value of exports (except exports made from EOU unit)
 in terms of para 3.16 of Foreign Trade Policy 2009-2014. A provision of
 Rs. 1.33 crores (previous year Rs. 1.21 crores) has been made on this
 account which is to be utilised for duty free import of capital goods.
 
 No provision in respect of the above amount has been made since the
 Company expects no liability on these accounts.
 
 Besides the above, show cause notices from various departments have
 been received by the Company in respect of which provisions have not
 been made since the Company has adequately represented to the concerned
 departments.
 
 23 Companies (Accounting Standards) Amendment Rules, 2009 issued by the
 Ministry of Corporate Affairs vide Notification no.G.S.R.225 (E) dated
 March 31, 2009, had amended the Accounting Standard - 11 on The Effect
 of Changes in Foreign Exchange Rates and given an option to the
 companies to adopt the treatment prescribed in the said notification in
 reference to its foreign currency transactions. The Company has,
 consistently following the provisions of AS-11 as in the past, chosen
 not to adopt the alternate treatment prescribed under the above
 notification. In accordance with the accounting policy of the Company,
 a sum of Rs. 10.30 crores (previous year Rs. 9.68 crores) has been
 recognised as exchange gain (net) and credited to the profit and loss
 account.
 
 24 During the year the Company had entered into a forward contract with
 Yes Bank Limited in order to hedge its exposure for movements in
 foreign exchange rates in case of underlying assets being imports in
 case of the Company. As on the Balance sheet date, there are no
 outstanding derivative contracts. The Company has recognised a profit
 of Rs. 0.11 crore in the profit and loss account (Previous year loss of
 Rs. 0.08 crore) on this account.
 
 25 The Company has proposed dividend for the year @ 50% on its equity
 capital and a provision for corporate dividend tax including surcharge
 and education cess thereon has been made. The said amount is not
 subject to deduction of tax at source (TDS).
 
 26 Current Tax and Deferred Tax Current Tax
 
 The Company has made a provision for current tax in accordance with the
 provisions of the Income Tax Act 1961
 
 Deferred Tax
 
 Deferred tax resulting from timing differences between book profit and
 taxable income is accounted for using the current tax rate. In respect
 of the Companys units under tax holiday period u/s 80 IC of the Income
 Tax Act, 1961, deferred tax assets/liabilities for timing differences
 which are capable of reversal after the tax holiday period have been
 recognised during the year in accordance with The Accounting Standard
 Interpretation (ASI 3)(Revised) issued by The Institute of Chartered
 Accountants of India. The break-up of deferred tax assets and deferred
 tax liabilities is as under:
 
 27 Disclosures required by Accounting Standard (AS- 29) relating to 
 Provisions, Contingent Liabilities and Contingent Assets
 
 Provisions are recognised such as sales incentives, bad debts, warranty
 and other expenses of commercial nature.  The provisions are recognised
 on the basis of past events and the probable settlement of the present
 obligation during the year as a result of the past events.
 
 Defined Benefit Plan
 
 The Employees Gratuity Fund Scheme, which is defined benefit plan, is
 managed by Trust maintained with Life Insurance Corporation of India
 (LIC). The present value of obligation is determined based on actuarial
 valuation using Projected Unit Credit Method, which recognizes each
 period of service as giving rise to additional unit of employee benefit
 entitlement and measures each unit separately to build up the final
 obligation. The obligation for compensated absences is recognized in
 same manner as gratuity.
 
 g) The plan assets are maintained with Life Insurance Corporation of
 India Gratuity Scheme. The details of investment maintained by Life
 Insurance Corporation of India are not available with the Company and
 have not been disclosed.
 
 h) The Company expects to contribute Rs. 2.00 crores to the plan during
 the next financial year.
 
 The estimates of rate of escalation in salary considered in actuarial
 valuation after taking into account inflation, seniority, promotion and
 other relevant factors including supply and demand in the employment
 market. The above information is as certified by the Actuary.
 
 The expected rate of return on plan assets is determined considering
 several applicable factors, mainly the composition of plan assets held,
 assessed risks, historical results of return on plan assets and the
 Companys policy for the plan assets management. The Company has no
 unfunded obligation as on the Balance sheet date.
 
 28 In accordance with accounting standard - AS-28 Impairment of
 Assets issued by the Institute of Chartered Accountants of India and
 made applicable w.e.f 1st April 2004 , the Company has identified its
 divisions into cash generating units. The cash generating units have
 been identified on the basis of group of assets that includes the asset
 that generates cash inflows from continuing use that are largely
 independent of other assets or group of assets. As on 31st March 2011,
 the Company has identified its principal cash generating units into
 Switchgear Divisions (Faridabad, Haryana and Sahibabad, Uttar Pradesh)
 , EOU Division and Switchgear Divisions (Baddi, Himachal Pradesh),
 Cable Division (Alwar, Rajasthan), Fan Divisions at Haridwar
 (Uttarakhand), Electric Motor and CFL Division at Neemrana (Rajasthan),
 Printed Circuit Board division (Noida, Uttar Pradesh) and Companys
 Head Office and branches at various locations.
 
 Each of the aforesaid cash generating units have been assessed at the
 balance sheet date and tested for impairment. The Company has generally
 considered external factors influencing impairment of assets such as
 significant changes in market value of the assets, changes in
 technological, market, economic or legal environment, return on
 investment etc. and internal factors such as obsolescence, physical
 damage, changes at operation level etc. for assessment of impairment
 conditions existing in the cash generating units as on the Balance
 Sheet date.  Further, where production line itself is not impaired,
 impairment conditions are not recognised in individual machine if any.
 After due consideration to above factors it is established that no
 impairment conditions exist in any of the cash generating units as on
 the Balance Sheet date.
 
 29 In the opinion of the Board, the current assets, loans and advances
 have a value on realisation in the ordinary course of business at least
 equal to the amount at which they are stated and provision for all
 known liabilities have been made.
 
 30 Segment Reporting
 
 The segment reporting of the Company has been prepared in accordance
 with Accounting Standard (AS-17), Accounting for Segment Reporting
 issued by the Institute of Chartered Accountants of India.
 
 Segment Reporting Policies
 
 a) Identification of Segments:
 
 Primary- Business Segment
 
 The Company has identified four reportable segments viz. Switchgears,
 Cable, Lighting and fixtures and Electrical Consumer Durables on the
 basis of the nature of products, the risk return profile of individual
 business and the internal business reporting systems.
 
 Secondary- Geographical Segment
 
 The analysis of geographical segment is based on geographical location
 of the customers.
 
 b) Revenue and expenses have been identified to a segment on the basis
 of relationship to operating activities of the segment. Revenue and
 expenses which relate to enterprise as a whole and are not allocable to
 a segment on reasonable basis have been disclosed as Unallocated.
 
 c) Segment assets and segment liabilities represent assets and
 liabilities in respective segments. Investment, tax related assets and
 other assets and liabilities that can not be allocated to a segment on
 reasonable basis have been disclosed as Others.
 
 62387406 Bonus shares issued during the year have been considered in
 the computation of Basic and Diluted earning per share from the
 beginning of the reporting period i.e. 1st April 2010. Previous year
 figures have been adjusted for the bonus issue and restated
 accordingly.
 
 2219000 equity shares allotted on 19.08.2010 had been considered in the
 computation of basic and diluted earning per share during the last year
 in terms of the scheme of arrangement approved by the Honble High
 Court of Delhi vide their order dated 19.08.2010, with effect from 1st
 April 2009 being the appointed date as per the scheme of arrangement.
 
 31 a) The Company has taken various residential/ commercial premises
 under cancellable operating leases. These lease agreements are normally
 renewed on expiry.
 
 b) The Company has also taken few commercial premises under
 non-cancellable operating leases. The total of future minimum lease
 payments in respect of such leases as on 31.03.2011 is as follows:
 
 – not later than one year Rs. 3.10 crores (previous year Rs. 2.60
 crores)
 
 – later than one year and not later than five years Rs. 4.98 crores
 (previous year Rs. 3.04 crores)
 
 – later than five years Rs. Nil
 
 Lease payments recognised in the statement of profit and loss as an
 expense for the year is Rs. 27.28 crores (Previous year Rs. 23.26
 crores)
 
 32 That the figures for the previous year have been
 regrouped/rearranged wherever necessary.
 
 33 The figures have been rounded off to the nearest crore of rupees
 upto two decimal places. The figure 0.00 wherever stated represents
 value less than Rs. 50000/-.
 
 34 Schedule No.1 to 18 form integral part of the balance sheet and
 profit and loss account.