The Directors have pleasure in presenting their Annual Report and
 Accounts for the year ended 31st March 2011. The financial highlights
 for the year under review are as under:
 
 Results of Operations
 
                                                        (Rs. in Crores)
 
 Particulars                                       2010-11     2009-10
 
 Turnover                                          2000.36     1568.35
 
 Profit before tax                                   35.21       22.65
 
 Provision for taxation                               7.92        4.28
 
 Profit after tax                                    27.29       18.37
 
 Profit available for appropriation                 163.49      173.29
 
 Final dividend on equity shares (Proposed)          14.17       13.46
 
 Dividend on preference shares                           -        0.51
 
 Tax on dividend                                      2.30        2.37
 
 Transfer to general reserve                          2.73        1.84
 
 Transfer to Capital Redemption Reserve                  -       18.91
 
 Surplus carried to balance sheet                   144.29      136.20
 
 
 Performance
 
 During the year under review the turnover of the Company increased from
 Rs. 1568 crores to Rs. 2000 crores registering an increase of 28% over
 the previous financial year. The Profit before tax increased from Rs.
 23 crores to Rs. 35 crores registering an increase of 52% and the
 Profit after tax increased from Rs. 18 crores to Rs. 27 crores
 registering an increase of 49%.  Your Directors are confident of
 maintaining the growth in the ensuing year as well.
 
 This was possible on account of the impressive growth in LCD/LED,
 Airconditioners and Mobiles. The turnover in the LCD/LED segment grew
 by 120% as compared to the previous year. In the airconditioning
 segment the turnover grew by 42.45% and the mobiles segment witnessed a
 growth of 140% as compared to the previous year. Overall the year under
 review has been quite satisfactory in view of the various steps taken
 by management.
 
 Dividend
 
 Your Directors are pleased to recommend payment of dividend on equity
 shares for the financial year ended 31st March, 2011 at Rs. 1/- per
 equity share on the face value of Rs. 1/- per share subject to the
 approval of members of the Company in the ensuing Annual General
 Meeting.
 
 Transfer to reserves
 
 Your Directors have proposed to transfer Rs. 272.93 lacs (previous year
 Rs. 183.71 lacs) to the general reserves out of the profits of Company
 for the year 2010-11.
 
 Subsidiary Company
 
 Your Company is having a subsidiary company i.e. Akasaka Electronics
 Limited. In view of circular no. 2/2011 dated 21st February 2011 issued
 by the Ministry of Corporate Affairs, New Delhi, the Board of Directors
 of the Company have decided to present the audited consolidated
 statement of accounts of the company and its subsidiary in the annual
 report for the year under review. Your Company believes that the
 consolidated accounts present a true and fair view of the state of
 affairs of the Company and its subsidiary. Accordingly the annual
 report of your Company does not contain the financial statement of its
 subsidiary, but contains the audited consolidated financial statements
 of the Company and its subsidiary.
 
 The annual accounts of the subsidiary company along with the related
 detailed information, is available for inspection by the shareholders
 of the Company and its subsidiary Company during business hours at the
 respective registered offices of company and subsidiary Company. Copies
 of the audited accounts of the Companys subsidiary can be sought by
 any member by making a written request addressed to the Company
 Secretary & Head - Corporate Affairs of the Company at the registered
 office of the Company.
 
 Consolidated Financial Statements
 
 In accordance with Accounting Standard 21 on Consolidated Financial
 Statement and the Listing Agreement entered into with the Stock
 Exchanges, the audited Consolidated Financial Statement for the
 financial year ended 31st March, 2011 are provided in this Annual
 Report.
 
 Cash flow statement
 
 In conformity with the provisions of Clause 32 of the Listing Agreement
 with the Stock Exchanges, the Cash flow statement for the year ended
 31st March, 2011 is annexed hereto.
 
 Directors
 
 In terms of section 255 and 256 of the Companies Act, 1956, read with
 the Articles of Association of the Company, Mr. Ranjan Kapur,
 Non-executive and Independent Director, retires by rotation and being
 eligible offers himself for re-appointment at the ensuing annual
 general meeting of the Company. A brief resume of Mr. Ranjan Kapur as
 required under Clause 49 of the Listing Agreement, is provided in the
 notice convening the Annual General Meeting of the Company.
 
 During the financial year Mr. Gulu L. Mirchandani, Chairman & Managing
 Director was re-appointed as Chairman & Managing Director for a further
 period of three years with effect from 1st December, 2010.
 
 Directors Responsibility Statement
 
 In terms of Section 217(2AA) of the Companies Act, 1956, your Directors
 confirm that:
 
 a) In the preparation of the annual accounts for the year ended 31st
 March, 2011, the applicable accounting standards have been followed and
 no material departures have been made from the same;
 
 b) They have selected such accounting polices and applied them
 consistently and made judgements 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 profit of the
 Company for the year under review;
 
 c) They have 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;
 
 d) They have prepared the annual accounts on a going concern basis.
 
 Corporate Governance
 
 Your Company believes in adopting effective Corporate Governance
 practices. Clause 49 of the Listing Agreement deals with the Corporate
 Governance requirements which every listed company is required to
 comply with. The Company has accordingly taken effective steps to
 comply with the requirements of the Clause 49 of the Listing Agreement
 with the Stock Exchanges.
 
 A separate section on the Corporate Governance forming part of the
 Directors Report and the certificate from the Companys Auditors M/s.
 N. M. Raiji & Co., Chartered Accountants, Mumbai confirming compliance
 with the conditions of Corporate Governance as stipulated under the
 Clause 49 of the Listing Agreement, is annexed to this report for your
 perusal.
 
 The Chief Executive Officers declaration regarding compliance of Code
 of Business Conduct and Ethics for Board members and senior management
 personnel forms part of the Report on Corporate Governance.
 
 Green Initiative in the Corporate Governance
 
 In view of Green Initiative in Corporate Governance introduced by
 Ministry of Corporate Affairs vide its Circular No. 17/2011 dated
 21.04.2011, all members who are holding shares of the company in
 physical mode, are requested to register their e-mail ID with the
 Company so as to enable the company to send all notices/ reports/
 documents/ intimations and other correspondences etc. through e-mails,
 in the electronic mode instead of receiving physical copies the same. A
 specimen of request form for registering e-mail IDs to be filled and
 submitted by the members to the Registrar & Transfer Agent or the
 Company is annexed separately alongwith the notice of the AGM.
 
 Members holding shares in demat mode, who have not registered their
 e-mail IDs with DPs, are requested to register/ update their e-mail Ids
 with their DPs.
 
 Management Discussion and Analysis
 
 A detailed review of operations, performance and future outlook of the
 Company and its business, as stipulated under Clause 49 of the Listing
 Agreement, is presented in a separate section forming part of Annual
 Report under the head Management Discussion and Analysis.
 
 Group
 
 Pursuant to intimations received from Promoters, the names of the
 Promoters and entities comprising group as defined under the
 Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 is
 disclosed separately in the Annual Report for the purpose of the SEBI
 (Substantial Acquisition of Shares and Takeovers) Regulation 1997, as
 amended.
 
 Fixed deposits
 
 The Company has neither invited nor accepted any public deposit within
 the meaning of Section 58A of the Companies Act, 1956 and rules made
 thereunder, during the year under review.
 
 Electronic filing
 
 The Company is also periodically uploading Annual Reports, Financial
 Results, Shareholding Patterns, Corporate Governance Reports etc. on
 its website viz. www.onida.com within the prescribed time limit.
 
 Listing fees
 
 The equity shares of the Company are listed on the The Bombay Stock
 Exchange Limited and The National Stock Exchange of India Limited. The
 Company has paid the applicable listing fees to the above Stock
 Exchanges up to date. The Companys equity shares are also traded in
 the dematerialised segment for all investors compulsorily and the
 Company has entered into agreements with The Central Depository
 Services (India) Limited and The National Securities Depository Limited
 for trading in electronic form.
 
 Clause 5A of the Listing Agreement
 
 In view of newly inserted clause 5A to the Listing Agreement vide
 circular no. CIR/CFD/DILV10/2010 dated 16th December, 2010 issued by
 the Securities and Exchange Board of India (SEBI) introducing uniform
 procedure for dealing with the unclaimed shares, the Company has sent
 reminder letters to shareholders whose share certificates are still
 lying with the Company as undelivered/ unclaimed. Members who are yet
 to claim share certificates in physical mode [other than demat mode]
 are requested to claim their share certificates from the R&T Agent of
 the company viz. Link Intime India Pvt. Ltd.
 
 We would also like to inform that in case the Company is not able to
 receive any response to the said letter the shares lying with the
 company as undelivered/ unexchanged shall be transferred to Unclaimed
 Suspense Account and thereafter dematerialised to a specific Demat
 Account to be opened by the Company for this specific purpose as
 stipulated in the above circular of SEBI.
 
 Transfer of Unpaid and Unclaimed Dividend to IEPF
 
 Pursuant to Section 205A(5) of the Companies Act, 1956, the dividend
 declared for the financial year 2002-03 which remained unpaid or
 unclaimed for a period of 7 years have been transferred by the Company
 to Investor Education and Protection Fund (IEPF) established by the
 Central Government pursuant to section 205C of the said Act.
 
 For the purpose of benefiting our shareholders who have not claimed
 dividend for the financial year 2003-04, which is due for transfer to
 IEPF on or after 12th September, 2011, we shall be sending separate
 letters requesting them once again to claim their unclaimed dividend
 amount of the said financial year. Such shareholders are requested to
 write to the company for claiming their unpaid/ unclaimed dividend.
 
 Auditors
 
 M/s. N. M. Raiji & Co., Chartered Accountants, the Statutory Auditors
 of the company, holds office upto the conclusion of the forthcoming
 Annual General Meeting and have given their consent for re-appointment
 as statutory auditors of the company. It is proposed to re-appoint them
 as auditors for the financial year 2011-12 and fix their remuneration.
 
 The Company has received a written confirmation from M/s. N. M. Raiji &
 Co. to the effect that their appointment, if made, would be in
 conformity with the limits prescribed in Section 224 (1B) of the
 Companies Act, 1956. The report of the auditors on audited accounts for
 the financial year 2010-11, is self-explanatory and does not require
 any further explanation.
 
 The Auditors have further confirmed that they are being subject to Peer
 Review as per SEBI requirement.
 
 Audit Committee
 
 In accordance with Clause 49 of the Listing Agreement read with Section
 292A of the Companies Act, 1956, the Company has constituted an Audit
 Committee, which consists of three Independent and Non-executive
 Directors of the company viz. Mr. Vimal Bhandari, Chairman, Mr. Ranjan
 Kapurand Mr.  Manoj Maheshwari. The Audit Committee functions in terms
 of the role and powers delegated by the Board of Directors keeping in
 view the provisions of Clause 49 of the Listing Agreement and Section
 292A of the Companies Act, 1956.
 
 Employee relations and particulars of Employees
 
 Relations between employees and the management continued to be cordial
 during the year. In terms of provisions of Section
 
 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
 of Employees) Rules, 1975, the particulars of employees are set out in
 Annexure to this Report. However, as per the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding
 the aforesaid information is being sent to all members of the Company
 and others entitled thereto. Any member interested in obtaining such
 particulars may write to the Company Secretary & Head - Corporate
 Affairs at Registered Office of the Company.
 
 Research and Development
 
 Mirc recognises that a vigorously intelligent research initiative
 enables not only cost reduction through effective process improvement
 but also value-addition through sustained innovative and customised
 products in line with customer requirements.
 
 We are proud to have a team of dedicated engineers at the Onida
 Research and Development Centres in Mumbai, Delhi and Shenzhen (China),
 who facilitate in making state-of-the- art technology products,
 satisfying customer expectations.
 
 This team conducts research in the areas of:
 
 - Embedded Software
 
 - Industrial Design
 
 - Mechanical Engineering
 
 - Electrical Engineering
 
 Conservation of energy, research and development, technological
 absorption, foreign exchange earnings and outgo
 
 The particulars as prescribed under Section 217(1)(e) read with Rule 2
 of the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, are set out in the Annexure forming part of
 this report.
 
 Acknowledgement
 
 Your Directors take this opportunity to thank our customers, vendors,
 investors and bankers for their continued support during the year and
 we place on record our appreciation to the contribution made by our
 employees at all levels and you shareholders.
 
 We also thank the Government of India particularly the Income Tax
 Department, the Customs and Excise Departments, Ministry of Commerce,
 Ministry of Finance, Ministry of Corporate Affairs, the Reserve Bank of
 India, the State Governments and other government agencies for their
 support and look forward for their continued support in the future.
 
 
 
                               On behalf of the Board of Directors
 
                                                              Sd/-
 
                                               Gulu L. Mirchandani
 
                                    Chairman and Managing Director
 
 
 Date : 5th May 2011 
 Place: Mumbai