The Directors take pleasure in presenting the Twenty Second Annual
 Report together with the Audited Accounts and Auditors’ Report of your
 Company for the period ended 31st December, 2010.
 
 PERFORMANCE REVIEW
 
 A snapshot of the performance of the Company, on standalone basis, for
 the period ended on 31st December, 2010, is summarized below:
 
                                                        (Rs. Million)
 Particulars        Period Ended                         Year Ended 
                    31st December, 2010            30th September,2009
 
 Net Sales           144,096.91                          91,630.41
 
 Other Income            429.86                             340.15
 
 Total Income        144,526.77                          91,970.56
 
 Profit before 
 Interest,            26,565.60                          17,918.57 
 Depreciation 
 and Taxation
 
 Interest and 
 Finance Charges       8,931.56                           6,363.61
 
 Depreciation, 
 Amortisation          7,129.62                           5,771.52 
 and Impairment
 
 Profit Before 
 Tax                  10,504.42                           5,783.44
 
 Provision for 
 Taxation              3,057.48                           1,776.82
 
 Profit after 
 Tax                   7,446.94                           4,006.62
 
 The Financial Year of the Company was extended by a period of three
 months. The Financial Year under review accordingly comprises of a
 period of 15 months commencing from 1st October, 2009 and ended on 31st
 December, 2010. Subsequent Financial Years shall be from 1st January to
 31st December.
 
 OPERATIONS
 
 CONSUMER ELECTRONICS & HOME APPLIANCES [CE&HA]:
 
 The global economic recovery and improved markets were the welcome
 signs in the second half of the period under review. Your Company
 continued its growth in CE&HA Business backed by ongoing in-house
 technological advancement; aggressive marketing, distribution and
 advertising strategies with focused penetration in the key markets.
 
 OIL & GAS:
 
 Your Company intensifed its exploratory efforts both in domestic and
 overseas basins to identify new oil and gas assets. These efforts paid
 good dividends in terms of new discoveries and reserve accretion.
 
 MOZAMBIQUE
 
 February 2010:      Anadarko Mozambique announced a discovery in the
                     exploration well, Windjammer. The drilling was 
                     completed in the first quarter of 2010 and reached 
                     an intermediate casing point encountering more than 
                     480 net feet of natural gas pay in high-quality 
                     reservoir sands with a gross column of more than 
                     1,200 feet.
 
 March 2010:         Anadarko Mozambique announced that it had
                     encountered an additional 75 net feet of natural 
                     gas pay. The additional pay intersected in the 
                     deeper objective brings the total net feet of 
                     natural gas pay in Windjammar to more than 555 
                     feet.
 
 October 2010:       Anadarko Mozambique announced a further discovery
                     in the Barquentine exploration well, encountering 
                     a total of more than 416 net feet of natural gas in 
                     multiple high-quality sands.
 
 November 2010:      Anadarko Mozambique announced a discovery 
                     of natural gas of more than 550 net pay 
                     feet in multiple high quality sands in Lagosta
                     exploration well, approximately 16 miles to 
                     the south of the Barquentine discovery. After this 
                     discovery, Anadarko Mozambique estimates that there  
                     is adequate gas which has been discovered in the
                     Rovuma Block to support a viable LNG facility.
 
 BRAZIL
 
 
 November 2009:      Anadarko, the Operator of block BM-C-30 offshore 
                     Brazil in the Campos Basin has announced the Wahoo 
                     #2(also called Wahoo North) exploration well in 
                     the Campos Basin, offshore Brazil, has encountered 
                     more than 90 feet of high quality net oil pay in   
                     the same pre-salt interval, as the original Wahoo 
                     discovery.  The Wahoo #2 is located in block BM-C- 
                     30 five miles to the north and down-dip from the
                     original Wahoo Discovery well, which encountered
                     more than 195 feet of net pay.
 
 April 2010:         Anadarko, the Operator of block BM-C-30 offshore
                     Brazil in the Campos Basin, has announced the 
                     results of the Wahoo-1 drillstem test in the Wahoo 
                     field, located in block BM-C-30, in the deepwater 
                     Campos Basin offshore Brazil. The Wahoo-1 well 
                     flowed at a test rate of approximately 7500 barrels 
                     per day of 31-degree API gravity crude oil and 
                     approximately 4 million cubic feet per day of
                     associated natural gas.
 
 October 2010:       PETROBRAS, the Operator of the BM-SEAL-11
                     Concession Block in the Sergipe-Alagos Basin of the 
                     Brazilian Offshore,announced that the drilling of 
                     first ultra deep water (2321m) well,designated 
                     as 1-SES- 158,on Barra structure, located
                     58 km off theCoast of Brazil and 90 km from city 
                     Aracaju, in Atlantic Ocean,discovered hydrocarbon 
                     in Cretaceous turbidite fan system.
 
 INDONESIA
 
 
 November 2010:      Anadarko, the Operator, announced the Badik
                     Discovery located in the Tarakan Basin of 
                     Indonesia.  The well encountered approximately 133
                     net feet of oil and gas pay.
 
 These world-class finds have positioned your Company as one of the most
 successful private Indian explorer globally.
 
 TELECOM
 
 Videocon Telecommunications Limited (VTL), a subisidiary of the
 Company, has been awarded licences to provide Unified Access Services
 in 21 circles in India with effect from January 25, 2008 which is valid
 for 20 years. VTL has been allotted spectrum in 20 circles and has
 launched its services in 16 circles as on the Balance Sheet Date.
 
 POWER
 
 Pipavav Energy Private Limited (PEPL) and Chhattisgarh Power Ventures
 Private Limited (CPVPL), subsidiaries of the Company are assigned to
 implement Power Projects in the State of Gujarat and Chhattisgarh
 respectively. Status brief of these projects:
 
 
 Pipavav Energy       The Power Project in Gujarat is a thermal power 
                      project
 Private Limited:     with a capacity of 1,200 MW comprising of two 
                      units of 600 MW each based on sub-critical
                      technology.  PEPL has signed the necessary 
                      Memorandum of Understanding with the Government 
                      of Gujarat and has also obtained necessary 
                      approvals to commence construction including the 
                      environmental clearances from Gujarat Pollution 
                      Control Board and the Ministry of Environment and 
                      Forests. Notice to Proceed has already been issued 
                      to BHEL, the BTG Contractor.
 
 Chhattisgarh         The Chhattisgarh Power Project is also a thermal
 
 Power Ventures       power project with a capacity of 
                      1,200 MW and is 
 Private Limited:     located in District Champa- Janjgir in 
                      Chhattisgarh.  It will consist of two units of 
                      600 MW each . The Company has signed an 
                      Implementation Agreement with the Government of 
                      Chhattisgarh with respect to the said project. The
                      Government of Chhattisgarh has agreed to 
                      facilitate the process of obtaining statutory 
                      clearances as well as help in acquisition 
                      of land for setting up the Chhattisgarh Power
                      Project and provide the incentives available 
                      under the industrial policy of Chhattisgarh for 
                      similar projects. The Company has already
                      obtained coal linkage from the Ministry of Coal 
                      for 600 MW whereas an application seeking coal 
                      linkage for the balance quantity has already been 
                      fled.
 
 Further, your Company has also undertaken few solar power projects in
 the other parts of the country through step-down subsidiaries.
 
 ISSUES / ALLOTMENT
 
 9th December, 2009:  The Company issued and allotted 1,858,275 Equity
                      Shares, on preferential basis, at a price 
                      of Rs. 242.16 per Equity Share inclusive of a 
                      premium of Rs. 232.16 per Equity Share to Infotel
                      Telecom Infrastructure Private Limited.
 
 22nd April, 2010:    The Company allotted 51,392,243 partly paid Equity 
                      Shares of Rs. 10/- each at Rs. 225/- consisting of  
                      premium of Rs. 215/- per Equity Share,aggregating 
                      to Rs. 1,156.33 Crores, on rights basis, to the 
                      successful applicants. As per the terms of the 
                      rights issue, an amount of Rs. 112.50 per 
                      Equity Share was payable on application; and the 
                      balance on the first and the final call. The first
                      and the final call was made; and was payable by 
                      15th June, 2010.Subsequently, the Company sent 
                      the reminders to the shareholders who failed to 
                      make payment by the due date. As on 31st December, 
                      2010, the Company received the first and the final 
                      call money in respect of 51,361,328 Equity Shares 
                      which were confirmed as fully paid whereas 30,915 
                      partly paid Equity Shares remained outstanding as 
                      on the same date.
 
 7th July, 2010:      The Company issued and allotted 7,541,300
                      Equity Shares, on preferential basis, at a price 
                      of Rs. 211.96 per Equity Share inclusive of a 
                      premium of Rs. 201.96 per Equity Share to IDBIBank 
                      Limited, ING Vysya Bank Limited, Oriental Bank of 
                      Commerce Limited, State Bank of Patiala and 
                      Life Insurance Corporation of India.
 
 7th December,2010:   The Company allotted 11,765,000 equity shares, at 
                      a price of Rs. 170/- per Equity Share, to Bennett, 
                      Coleman & Company Ltd.(BCCL) pursuant to option 
                      exercised by BCCL to subscribe to 1 (One) Equity 
                      Share of the Company per warrant. These warrants 
                      were allotted on preferential basis on 1st June, 
                      2009.
 
 15th December,2010:  The Company issued Foreign Currency Convertible
                      Bonds (the FCCBs) amounting to USD 200 Million. 
                      These FCCBs are convertible, by the exercise of 
                      option by Bondholders, into fully paid equity 
                      shares of the Company at any time between 25th 
                      January, 2011 to 7 days before maturity date i.e. 
                      16th December, 2015. The initial conversion price is
                      Rs. 239.5265 per Equity Share.
 
 DIVIDEND
 
 Your Company follows a policy to pay sustainable dividend considering
 its projected growth plans; internal accruals, the potential
 requirements of funds for capex and working capital and the existing
 financial arrangements.
 
 Your directors are pleased to recommend a Dividend of Re. 1/- (Rupee
 One only) per equity share for the period ended on 31st December, 2010.
 
 The dividend, if approved by the shareholders in the Annual General
 Meeting shall entail a payout of ? 352.13 million including dividend
 distribution tax of ? 50.16 million. The dividend is free of tax in the
 hands of the shareholders.
 
 
 TRANSFER TO GENERAL RESERVE
 
 Your directors propose to transfer Rs. 1,000.00 million to the General
 Reserve.  An amount of Rs. 28,680.29 million is proposed to be retained
 in the Profit and Loss Account accordingly.
 
 TRANSFER TO INVESTOR EDUCATION AND PROVIDENT FUND
 
 The Company has transferred a sum of Rs. 3.58 Million in respect of
 unpaid/ unclaimed dividend for the Financial Year 2002-03 to Investor
 Education Protection Fund.
 
 PERSONNEL
 
 A Statement of the Particulars of Employees as required under Section
 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975 as amended is annexed and forms
 part of this Report.
 
 Effective development of Human Resources is key to several learning
 processes and initiatives have been designed and delivered in this area
 keeping in view the need to cultivate a workforce that offers true
 competitive advantage.
 
 CONSERVATION OF ENERGY
 
 Your Company believes in sustainable consumption of natural resources.
 Conservation of Energy is a focus area. Some of the energy conservation
 initiatives adopted by the Company are as under:
 
 1.  Process improvement to eliminate/minimize the aging process of CTV
 Line leading to reduction in power consumption during aging.
 
 2.  Energy checks performed at all manufacturing units ensuring
 efficient energy management.
 
 3.  Replacement of electrical tools by pneumatic tools and conversion
 of continuous power to intermittent power consumption.
 
 4.  Automation to stop freewheeling of machines during no production /
 less production hours. Servo controlled mechanisms and parts are being
 used and replaced in older machines to get better energy efficiencies.
 
 5.  Improvement of per hour production to reduce power burning hours
 for the same production quantity.
 
 6.  Improve process to reduce freewheeling of machines due to waiting
 time at work stations.
 
 7.  Awareness programs of energy savings; and utilization of natural
 resources.
 
 8.  Implementation of advance technology; and continuous innovations at
 manufacturing processes /plants in the form of energy efficient
 equipments.
 
 9.  Improved awareness amongst employees by effective communications
 and trainings.
 
 10.  Increased usage of energy saving lighting arrangement in shop
 floor and on roads inside the facilities by using Electronics Ballets
 and CFL lamps.
 
 11.  Plantation of trees at all the manufacturing plants.
 
 Further, the Company has formed Quality Circles and Team of Experts
 comprising of selected employees engaged in manufacturing activities to
 perform time and motion study of the overall manufacturing process and
 recommend ways and means for conservation of energy and power.
 
 The noted initiatives leading to optimal consumption of resources have
 resulted in an overall improvement in efficiency.
 
 RESEARCH & DEVELOPMENT [R & D]
 
 The Company aims to inspire consumers around the world with innovation
 and fun through its unique combination of technology and entertainment
 based on its consumer electronics and home appliances businesses.
 
 The Company continues to give utmost importance to R & D. Our focus on
 developing existing technologies and product engineering innovation,
 aimed at improving production efficiency leading to lowering cost of
 production.  The Company has R & D centres located at Aurangabad,
 Gurgaon; and in China with skilled engineers/experts working
 continuously on new products development. With the R & D centres
 working non-stop, your Company launched several products in CTVs, FPDs,
 refrigerators and fully automatic washing machines.
 
 R & D activities include:
 
 - Market Trend analysis;
 
 - Study/Analyse Customer’s demands and changing needs; and
 
 - Design/Develop products suitable for Indian climatic conditions as
 well as same for Export market.
 
 Benefits derived from the R & D Activities:
 
 - Development of high end products;
 
 - Introduction of Integrated Digital TV ( iDTV) with a built in DTH
 facility with MPEG 4 DVB-S2 Digital signal;
 
 - Introduction of LED TV with Nano Pixels for immense picture
 performance and razor slim design; and
 
 - Introduction of unique SMART TV with a platform for Internet TV
 to enjoy Live Chatting, Browsing , Video Conferencing , Email Access ,
 Blue Tooth Connectivity and many more applications to make LCD TV a
 real SMART TV.
 
 To align the Global needs and Company’s Vision of being committed to
 Eco Logic: Technology for Sustainable Life, R&D has developed:
 
 - Star Rated Products in Consumer Electronics and Home Appliances: This
 technology offers energy savings of 15 % of power consumption
 approximately to the benefit of consumers; and leading to effective
 utilization of power resources.
 
 - Introduction of further paint less product with a unique Hot and Cold
 Technology for moulding of part: This helps to reduce pollution
 generated due to hazardous chemicals used in plastic paints and its
 process. Customer can enjoy the high glossy finish with ultimate
 scratch resistance.
 
 - State of art technology LED illumination in Refrigerators: This gives
 better illumination with lowest energy consumption.
 
 - New concept for PCM (Pre-Coated Material) finish with floral design
 for Refrigerators.
 
 - Introduction of State of Art technology – Ioniser in Refrigerators:
 It is a first time introduction in Indian market to kill the bacteria
 and offer hygienic fruits and vegetables.
 
 - Centre Water Fall Technology for Dolphin washing machine: This
 technology saves water when directed to spin side.
 
 - UV cleaning technique eliminates any bacteria contents in clothes.
 
 R & D activities carried out in various consumer electronic products
 and benefits derived from these activities:
 
 Televisions:
 
 - Introduced new Titanium LED Series with NANOPIX Engine with 120Hz
 refresh rate and FULL HD 1080P resolution.
 
 - Introduced 3D LED TV which enhances the viewing experience.
 
 - Introduced Titanium, Hurricane and Tornado Series of LCD TV
 with FULL HD 1080p resolution: It has a unique feature of DCRe (Digital
 Cinema Reality Engine). With this unique picture quality improvement
 algorithm, it reproduces 1 Billion display colour for more natural,
 vivid and true to life colours. Titanium series of LCD TV has a DVBS
 (Digital Video Boosting Station) with 1,00,000: 1 Super Contrast Ratio
 to give crisper image and dramatic picture quality. It has an advance
 function of Energy Meter for efficient energy utilization while
 viewing. Its 10 Bit advanced Scalar Video Data processing gives the
 flicker free images & optimal video fidelity to provide most natural
 and Cinema Quality Video Images. With boot capture logo function user
 can view his family photo every time when TV is switched on. With the
 multimedia port user can watch photos/movies/ songs stored in USB
 device. With Multi Function Monitor concept in LCD TV and USB / Multi
 Media connectivity the viewer can enjoy maximum connectivity to the
 Digital World. Its Natural Easy View Panel provides ultra wide viewing
 angle with enhanced picture quality and antireflective coating to make
 black more darker with low refection for very clear images. PIP
 (Picture in Picture) feature enables the user to watch TV programme and
 movie simultaneously.
 
 - Introduction of Blue Tooth Function in TV enables a user to transfer
 photos/songs stored on his mobile to TV sets wirelessly.
 
 - Introduced unique RF remote control technology in its product where
 customer can operate TV from any angle (360 degree). Conventional
 remote operates only when it is keep in line with TV sets (+/- 30
 Degree).
 
 - Introduced touch control function in CRT TV segment.
 
 - Introduced Hot and Cold moulding technology in TV.
 
 - Introduced SRS technology in LED Series to improve the acoustic
 performance of sets.
 
 - Introduced MAGNNUM LCD Series with unique metallic finish and glass
 front.
 
 - Introduced Titanium iye LCD series with brush finish.
 
 - Introduced new segment of 14 Ultra Slim TV in market.
 
 - Introduced new range of products viz : Universal Media player, Solar
 Mobile Charger, High End Home Theatre and new range of LCD TV’s.
 
 Refrigerators:
 
 - Developed new range of Direct Cool as well as Frost Free
 refrigerators like Ecocool, Ecocool Plus, Ecofresh, Deofresh,
 Nutricool, Nutricool Plus, Powercool.
 
 - Developed 4 & 5 Star Rated refrigerators with new exterior finish
 i.e. PCM.
 
 - Introduction of new base stand with smart VEGI TRAY which is unique
 and give convenience to customer in day to day usage.
 
 - Introduction of new looks of refrigerators, which strengthen our
 market position in Direct Cool range.
 
 - Introduction of new economic series of Direct Cool Refrigerator as
 Bharat Series, which has given cutting edge solution for the
 competitors on the price factor.
 
 - Introduction of the products on health platform with Deodorizer which
 gives the solution to remove the odour created by rotten vegetables and
 fruits.
 
 - Enhanced Frost Free refrigerator series with introduction of LED &
 LEDi technology.
 
 - Introduction of 3 & 4 Star Rated Refrigerators, with high energy
 efficient compressors.
 
 To enhance the brand image, the Company re-engineered number of models
 with new packing design such as:
 
 - 50 Powder coated models with catchy & smooth colours; and
 
 - Introduction of Black colour refrigerators.
 
 Washing Machines:
 
 - Developed higher capacity Washing Machines to be offered to Indian
 market with Hand Wash and UV light technology.
 
 - Digi-Aqua and Digi-Pacifc series of 5.5 kg Fully Automatic (FA)
 Washing Machines with 8 Wash Programs, 8 Water levels, Child lock
 feature resulting in less water consumption.
 
 - Introduced Digi-Wave and Digi-Atlantic series of 6.0kg FA Machines
 with 8 Wash Programs, 8 Water levels, Child lock feature and Special
 Air Dry features.
 
 - Introduced India’s first UV light technology Washing Machine, Digi-
 Marine and Digi-Ocean. This has other features like Hand Wash, LCD
 Display, Delay Time setting etc. for user convenience.
 
 - Developed 6kg Semi Automatic (SA) Washing Machine Aqua and Pacifc.
 
 - Developed Dolphin, Atlantic, Marine series of 7.0kg SA Washing
 Machines with Gear Drive for improved wash ability and efficiency.
 
 - Introduced SA 7.0kg Spring with Decorative Transparent Panels, Roller
 Coster Pulsator, centre water fall & Chrome Knobs. Delight to watch and
 efficient in use.
 
 - Centre Water Fall Technology for Dolphin which saves water when
 directed to spin side.
 
 - Features like Magic Filter for Dolphin and Atlantic series, which are
 better lint collectors and user friendly.
 
 - Introduction of designer Floral patterns with blazing top colours
 which will give attractive look to Washing Machine in the 6kg & above
 FA category.
 
 - Focusing on Environmental friendly technologies: R&D is working on
 series of FA & SA machines which are energy efficient, use lesser water
 and detergents.
 
 - Introduced Digi Dolphin Dlx with Direct Drive technology along with
 enhanced features like Do It Yourself program. This has multi spin
 speed, 8 Water levels and dynamic soak features.
 
 - Developed 6.5Kg FA TILT Drum Careen Plus with Direct Drive Motor:
 This has advanced features like Sterilization program, Aero Wash
 technology and self cleaning of Tub.
 
 Air Conditioners:
 
 - Introduced highly technological AC DC inverter AC: This has
 efficiency better than even current 5 star as stated and set by Bureau
 of Energy Efficiency (BEE). It moderates the compressor performance as
 per need and adjusts compressor rotation to operate with minimum power
 input, hereby saving more than 40% power saving than the conventional
 AC.
 
 - Introduced Vitamin C filter: This Filter dispenses Vitamin C charged
 ions with the cool air. Thereby boosts immunity, keeps skin glowing
 with its antioxidant property hence keeps the user fresh and vibrant.
 
 - Added the Gold Fin Evaporator for enhanced reliability and durability
 of Air Conditioner. The indoor unit cooling coil is coated with Gold
 anti corrosive agent which keeps the cooling coil in excellent and
 efficient working condition for a long time.
 
 - Developed multi utility Universal Remote: This remote can operate AC
 (Videocon brand) and CE products like LCD/LED TV, Set top box, DVD
 player etc (LG/SS/Philips/Videocon/Akai etc) thereby providing multiple
 solutions with a single remote.
 
 Microwave Ovens:
 
 - Introduction of Auto Cook Recipe Function with categorization like
 Sweets, Beverages, Snacks, Meals, etc. For the ease of cooking, pre-
 programmed menu enables microwave to do all the functions with a single
 touch.
 
 - Developed Sensi Grill Function which senses the cooking cycle in
 between of cycle to turn over and give a home cooking taste. This
 function gives an alarm after completion of half cycle to turn your
 food in Grill Model.
 
 - Added Deodorizer feature which helps in removing post cooking odour
 from microwave. This way the odour does not mix with next recipe and
 makes it healthy and tasty.
 
 - Introduced Lemon Clean feature to remove all odour after cooking.
 With this all the oil and food particles can be cleaned easily.
 
 - Developed an Anti Bacterial Cavity to retard the growth of bacteria
 and make your food healthy to eat. Even if some food particle is left
 over in Microwave Oven no microbial growth sustains due to anti
 bacterial cavity.
 
 - Developed a range of touch screen microwaves which cooks better
 keeping food nutrients intact with multi stage & express cooking.
 
 Future Plan of Action:
 
 In near future, the Company shall continue to focus on all the areas
 mentioned earlier and also aims to offer new technologies and processes
 to provide better products at affordable prices to the customers.
 
 The Company proposes the following R & D activities in near future:
 
 - To bring in features of various products together;
 
 - Continuous upgradation of technologies for better features, better
 quality and improved reliability for reduced/low prices; and
 
 - Reducing the electricity consumption for consumer electronics and
 home appliances.
 
 R & D Expenditure:
 
 During the period, your Company has incurred an expenditure of Rs.
 120.50 Million representing 0.08% of the turnover towards R & D, to
 enhance the competitiveness of our core business and develop tomorrow’s
 technologies.
 
 Recognitions:
 
 - Integrated Digital TV (iDTV) product with a built in DTH facility
 having MPEG 4 DVB-S2 Digital Signal has been awarded as Product of the
 Year 2011 by Nelson Survey. Your Company being the first company to
 launch this patented product in Indian market.
 
 - 6kg SA Washing Machine Aqua and Pacific is judged as the best
 drying machine in its category by Consumer’s Voice.
 
 - The Company has received 5-star BEE rating for its top loading model
 Digi Dolphin Dlx Washing Machine.
 
 - The Company has received 4-star BEE rating for Careen Plus washing
 machine which comes with tilt drum.
 
 FOREIGN EXCHANGE INFLOW & OUTGO
 
 The particulars of Foreign Exchange Earnings and Outgo during the
 period are set out as under:
 
                                                       (Rs. Million)
 Particulars       For the period ended           For the year ended
                   31st December, 2010            30th September, 2009
 
 Foreign Exchange 
 Earned               5,240.64                         5,226.24
 
 Foreign Exchange 
 Used                23,721.69                        13,922.44
 
 The Company has undertaken various initiatives for exports and
 development of export markets for Consumer Electronics and Home
 Appliances to increase its Foreign Exchange Earnings.
 
 INFORMATION TECHNOLOGY
 
 Information technology and Business are becoming inextricably
 interwoven.  The growing influence of information technology as an
 enabler of business in today’s time has made use of information
 technology indispensible.  Information technology, having made inroads
 into major industries, has left no aspect of our business and life
 untouched. Your Company firmly believes that an organization needs to
 have a Digital Nervous System for sustaining the cut-throat
 competition for the Numero Uno position in any sector of economy.
 
 In due recognition of the key role played by information technology in
 revolutionizing the world, your company has re-engineered its processes
 by leveraging information technology with an eye building, sustaining
 and expanding its competitive edge.
 
 Your Company has designed and implemented web based CRM application
 using ASP.Net 3.5 and SQL server 2005. The robust and stable CRM
 application with comprehensive support enables handling of larger call
 volumes resulting into speedy response and prompt resolution of
 customers’ queries.
 
 Company has established facilities for customers like call center,
 connect through SMS, Web-sites so on to have best and speedy customer
 interaction.
 
 SAP Solutions have enabled your Company to leverage the benefits of
 integration in business operations, optimization of enterprise
 resources, standardized business processes and standard operating
 practices with well-established controls. This has enabled the Company
 to adopt best and standardized business processes across the functions.
 It has also benefited the management at all levels with on-line
 reliable business information to control the business operations in a
 well-informed manner. Your Company has scale-up data center
 infrastructure to cater to the business requirements.  There is secured
 as well as point to point VPN connectivity in most of its branches and
 warehouses.
 
 HEALTH AND SAFETY
 
 The Company is committed towards health and safety of the employees at
 all levels. Healthy atmosphere and safe working conditions increases
 employee’s motivation and satisfaction thereby contributing
 significantly to productivity.  Key initiatives taken by your Company
 in this area are summarized as under:
 
 - Conducting regular safety checks;
 
 - Regular on the job and off-line training programs for all employees;
 
 - Conducting mock drill as per calendar in the campus and training
 given to fire marshals;
 
 - Fire tender modified from water monitor to multipurpose use (Water &
 Foam), to handle the situation in case of emergency;
 
 - Providing emergency exit door and display of evacuation plans at
 various locations to reach the assembly point, in case of emergency;
 
 - Organising different events in the campus to increase the awareness
 among the employees;
 
 - Display of signs, cautionary boards, emergency telephone numbers
 etc., at various locations for information and awareness of the
 employees;
 
 - MSDS (Material Safety Data Sheet) display at chemical storage places;
 
 - Implementation of night manager concept;
 
 - Conducting HIRA(Hazard Identifcation Risk Assessments) of the
 critical activity, to eliminate the risk;
 
 - Accessibility health and medical services to all the employees at all
 levels through well- equipped health centers located at all
 manufacturing plants;
 
 - Placement of First-Aid boxes at several places for employees;
 
 - Regular medical check-up to ensure fitness of its employees;
 
 - Implementation of Human Injury Reporting System to report all types
 of human injury and to find out the root cause; and
 
 - Cleanliness and timely disposal of waste and scrap is ensured at the
 entire premises.
 
 ENVIRONMENTAL PROTECTION
 
 Your Company being a good corporate citizen assumes its responsibility
 towards conservation of environment. A clean environment at the
 workplace and in its surroundings is our main focus and objective for
 sustainable development and business growth.
 
 In order to comply with Indian laws and regulations in respect of
 environmental protection, the Company has taken internal environmental
 protection control and monitoring measures.
 
 The Company extracts maximum value from available resources, making the
 best use of renewable resources and minimizing waste produced. This
 concept is called Resource Productivity. The Company aims at
 drive-down of costs by reducing waste and pollution; and by creating
 opportunities for growth through process and product innovations.
 
 The eco friendly initiatives adopted by the Company include:
 
 - Efficient use of natural resources by Implementing the 3R system –
 Reduce, Reuse & Recycle;
 
 - Tree plantation campaigns;
 
 - Following National Ambient Air Quality Standards (NAAQS) – 2010, for
 checking of stack emission & ambient air monitoring;
 
 - Up gradation of effluent treatment & sewage treatment plants from
 manual to automation;
 
 - Regular internal environmental audit;
 
 - Arrangement of Pollution Under Control (PUC) camps;
 
 - Certification of ISO – 14001, for environment management system;
 
 - Effective Storage and Disposal of Hazardous Waste as per statutory
 requirements; and
 
 - Celebration of World Environment Day to increase the awareness among
 the employees.
 
 APPOINTMENT / RE-APOINTMENT OF DIRECTOR
 
 During the period under review, Mr. Sushil Muhnot was appointed as a
 Nominee of IDBI Bank Limited in place of Dr. Birendra Narain Singh. The
 Board places on record its sincere appreciation for the valuable
 guidance received from Dr. Birendra Narain Singh, during his tenure as
 Director of the Company.
 
 At the Twenty First Annual General Meeting held on 30th March, 2010.
 Mr. Venugopal N. Dhoot was re-appointed to the office of Managing
 Director for a period of 5 years with effect from 1st September, 2010
 to 31st August, 2015.
 
 Further, at the Extra-Ordinary General Meeting held on 22nd June, 2010,
 Mr. Pradipkumar N Dhoot was re-appointed to the office of Whole Time
 Director for a period of 5 years with effect from 20th November, 2010
 to 19th November, 2015.
 
 Pursuant to the provisions of the Companies Act, 1956 and in terms of
 the Articles of Association of the Company, Mr. Satya Pal Talwar, Mr.
 Radhey Shyam Agarwal and Ms. Gunilla Nordstrom are liable to retire by
 rotation at the ensuing Annual General Meeting and being eligible, Mr.
 Satya Pal Talwar and Mr. Radhey Shyam Agarwal have offered themselves
 for re-appointment.  Ms. Gunilla Nordstrom has not offered herself for
 re-appointment and accordingly shall retire at the ensuing Annual
 General Meeting.
 
 The Board of Directors have recommended appointment of Mr. Anil G.
 Joshi in place of Ms. Gunilla Nordstrom. The Company has received due
 notice under Section 257 of the Companies Act, 1956.
 
 The Board recommends re-appointment of Mr. Satya Pal Talwar and Mr.
 Radhey Shyam Agarwal; and recommends appointment of Mr. Anil G.  Joshi
 as Directors of the Company. Brief profiles of each of these directors,
 specifying their expertise in specific functional areas, public
 companies in which they hold Directorships and Committee positions, are
 annexed to the Notice and forms part thereof.
 
 Changes after the Balance Sheet Date:
 
 Government of India has appointed Mr. Sushil Muhnot as Chairman &
 Managing Director of Small Industries Development Bank of India
 (SIDBI).  Consequent to the said appointment, he has resigned from IDBI
 Bank Limited and also from the Board of Directors of the Company.
 Accordingly, Mr. Muhnot ceased to be the Director of the Company.
 
 ICICI Bank Limited substituted its nominee on the Board. Mr. Girish
 Nayak was nominated in place of Mr. Ajay Saraf. Accordingly, Mr. Ajay
 Saraf ceased to be a director and Mr. Girish Nayak was co opted as a
 Nominee on the Board of Directors of the Company. The Board places on
 record its sincere appreciation for the valuable guidance received from
 Mr. Sushil Muhnot and Mr. Ajay Saraf during their tenure as Directors
 of the Company.
 
 LISTING
 
 The Equity Shares of your Company are listed on the Bombay Stock
 Exchange Limited and The National Stock Exchange of India Limited.
 
 The Global Depository Receipts (GDRs) and Foreign Currency Convertible
 Bonds (FCCBs) issued by your Company are listed on the Bourse de
 Luxembourg and Singapore Exchange Securities Trading Limited
 respectively.
 
 SUBSIDIARY COMPANIES
 
 During the period under review, Chhattisgarh Power Ventures Private
 Limited, Triumph Energy Private Limited, Videocon Energy Limited,
 Videocon Hydrocarbon Holdings Limited and Senator Energy Private
 Limited became the wholly-owned subsidiaries of the Company.
 
 Videocon Oil Ventures Limited, Videocon Power Ventures Limited, Marvel
 Energy Private Limited, Aim Energy Private Limited, Viable Energy
 Private Limited, Vital Power Private Limited, Proficient Energy Private
 Limited, Orchid Energy Private Limited, Applied Energy Private Limited,
 Instant Energy Private Limited, Comet Power Private Limited, Unity
 Power Private Limited, Percept Energy Private Limited, Galaxy Power
 Private Limited, Videocon Australia WA-388-P Limited, Oil Services
 International S.A.S, Videocon Energy Brazil Limited, Videocon Indonesia
 Nunukan Inc, Videocon Mozambique Rovuma 1 Limited (Formerly: Videocon
 Energy Resources Limited) and Videocon JPDA 06-103 Limited (Formerly:
 Global Energy Inc) became the step down subsidiaries of the Company.
 
 During the period under review, Godavari Consumer Electronics
 Appliances Private Limited, Mayur Household Electronics Appliances
 Private Limited, Sky Billion Trading Limited, Paramount Global Limited,
 Powerking Corporation Limited and Venus Corporation Limited ceased to
 be the subsidiaries of the Company and Videocon Display Research
 Company Limited got voluntarily liquidated.
 
 As such as on 31st December, 2010, your Company had 37 subsidiaries
 (including step-down subsidiaries) viz. Pipavav Energy Private Limited,
 Videocon International Electronics Limited, Chhattisgarh Power Ventures
 Private Limited, Triumph Energy Private Limited, Videocon Energy
 Limited, Senator Energy Private Limited, Datacom Telecommunications
 Private Limited, Videocon Telecommunications Limited, Jumbo Techno
 Services Private Limited, Senior Consulting Private Limited, Videocon
 Oil Ventures Limited, Videocon Power Ventures Limited, Marvel Energy
 Private Limited, Aim Energy Private Limited, Viable Energy Private
 Limited, Vital Power Private Limited, Proficient Energy Private
 Limited, Orchid Energy Private Limited, Applied Energy Private Limited,
 Instant Energy Private Limited, Comet Power Private Limited, Unity
 Power Private Limited, Percept Energy Private Limited, Galaxy Power
 Private Limited, Middle East Appliances LLC, Videocon Global Limited,
 Videocon Electronic (Shenzhen) Limited, Eagle ECorp Limited, Videocon
 Energy Ventures Limited, Videocon Hydrocarbon Holdings Limited,
 Videocon Oman 56 Limited (Formerly: Videocon Hydrocarbon Holdings
 Limited), Videocon JPDA 06-103 Limited (Formerly: Global Energy Inc),
 Videocon Mozambique Rovuma 1 Limited (Formerly: Videocon Energy
 Resources Limited), Videocon Energy Brazil Limited (Formerly: Videocon
 Global Energy Holdings Limited), Videocon Indonesia Nunukan Inc
 (Formerly: Spectrum Overseas Inc), Videocon Australia WA-388-P Limited
 and Oil Services International S.A.S.
 
 Ministry of Corporate Affairs, Government of India has granted its
 approval under Section 212(8) of the Companies Act, 1956 and
 accordingly the provisions contained in sub-section (1) of Section 212
 of the Companies Act, 1956 shall not be applicable in respect of the
 Balance Sheet etc. of the aforesaid 37 subsidiaries which are required
 to be attached to the Company’s accounts for the financial period ended
 on 31st December, 2010. Accordingly, the Balance Sheet, Profit and Loss
 Account and other documents of the subsidiary companies as specified in
 sub-section (1) of Section 212 of the Companies Act, 1956 are not being
 attached with the Balance Sheet of the Company.
 
 Financial information of the subsidiary companies, as required by the
 said approval, is disclosed in the Annual Report. The Consolidated
 Financial Statements presented by the Company include financial results
 of its subsidiary companies, joint ventures and associates, in
 accordance with relevant Accounting Standards issued by the Institute
 Chartered Accountants of India.
 
 The Company undertakes that the annual accounts of the subsidiary
 companies and the related detailed information, including hard copy of
 the accounts of the subsidiaries, will be made available to the
 investors/ shareholders of holding and subsidiary companies seeking
 such information at any point of time and the annual accounts of the
 subsidiary companies will also be kept available for inspection by any
 investor at the Registered Office of the Company as well as the
 respective Registered Offices of Subsidiary Companies.
 
 Further, the summarized financial information of the subsidiary
 companies is also available on the website of the Company viz.,
 www.videoconworld.com
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Audited Consolidated Financial Statements, basis the Financial
 Statements received from the subsidiaries, associates and joint
 ventures, as approved by their respective Board of Directors, have been
 prepared in accordance with the requirements of Accounting Standard 21
 on Consolidated Financial Statements, Accounting Standard 27 of
 Financial Reporting of Interests in Joint Ventures and Accounting
 Standard 23 on Accounting for Investments in Associates in
 Consolidated Financial Statements.
 
 CASH FLOW STATEMENT
 
 The Cash flow Statement for the period ended 31st December, 2010,
 inconformity with the provisions of Clause 32 of the Listing Agreement
 with the Stock Exchanges in India, is annexed hereto.
 
 AUDITORS’ REPORT
 
 The Auditors’ Report is unqualified. The observations made in the
 Auditors’ Report, read together with the relevant notes thereon, are
 self-explanatory and hence, do not call for any comments under Section
 217 of the Companies Act, 1956.
 
 AUDITORS
 
 M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s.
 Kadam & Co., Chartered Accountants, Ahmednagar, Statutory Auditors of
 the Company, retire at the ensuing Annual General Meeting and have
 confirmed their eligibility and willingness to accept office, if
 re-appointed. The Company has received certificates from the said
 Auditors to the effect that their re-appointment, if made, would be
 within the limits prescribed under Section 224(1B) of the Companies
 Act, 1956.
 
 The Board recommends their re-appointment.
 
 AUDIT COMMITTEE
 
 The Company has constituted the Audit Committee, pursuant to the
 provisions of Section 292A of the Companies Act, 1956 and provisions of
 the Listing Agreement. The composition, scope and powers of Audit
 Committee together with details of meetings held during the period
 under review forms part of Corporate Governance Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management Discussion and Analysis Report, highlighting the performance
 and prospects of the Company’s business, forms part of the Annual
 Report.
 
 CORPORATE GOVERNANCE
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchanges, the Corporate Governance Report forms part of the Annual
 Report. Your Company is in full compliance with the requirements and
 disclosures as stated therein. A certificate from the Statutory
 Auditors of the Company confirming compliance of the Corporate
 Governance is appended to the Report on Corporate Governance.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT
 
 In terms of Section 217(2AA) of the Companies Act, 1956, with respect
 to Directors’ Responsibility Statement, it is hereby confirmed that:
 
 a) In the preparation of the annual accounts for the period ended 31st
 December, 2010, the applicable accounting standards read with
 requirements set out under Schedule VI to the Companies Act, 1956, have
 been followed and there are no material departures from the same;
 
 b) The Directors have 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 as at 31st December, 2010 and of the profit of the
 Company for the period ended on that date;
 
 c) The Directors 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; and
 
 d) The Directors have prepared the annual accounts of the Company on a
 ‘going concern’ basis.
 
 ACKNOWLEDGEMENT
 
 The Board would like to express their heartfelt gratitude for the
 assistance and co-operation received from the Financial Institutions,
 Government Authorities and Banks.
 
 The Board would also like to place on record its sincere thanks and
 appreciation for the continuing support of the dealers, vendors,
 business associates and employees.
 
 The Board is also grateful to you for your support and look forward for
 your continued support in future as well.
 
                            For and behalf of the Board of Directors of
                                            VIDEOCON INDUSTRIES LIMITED
 
                                                     VENUGOPAL N. DHOOT
 
                                           Chairman & Managing Director
 
 Place : Mumbai
 Date  : 26th May, 2011