To the Members
 
 The Directors present their Fifty-Seventh Annual Report and the
 Audited Statement of Accounts for the year ended 31st March 2011.
 
 FINANCIAL RESULTS
 
                                                          Rs in Crores
 
                                  Stand-alone           Consolidated
 
                               2010-11    2009-10   2010-11    2009-10
 
 2.  Sales and Services           5169       4517      5211     4782
 
 profit for the year after 
 meeting all expenses but before
 interest, depreciation and 
 exceptional items                 507        472       522      538
 
 Interest                           13          7        16       10
 
 Depreciation                       16         16        21       21
 
 profit before exceptional items    478        449       485      507
 
 Exceptional items                  45         36        40       25
 
 profit before tax                  523        485       525      532
 
 Provision for taxation            169        141       173      147
 
 profit after tax                   354        344       352      385
 
 Minority Interest and Share 
 of (profit)/Loss of Associate       -          -          5      (4)
 
 profit after Minority Interest 
 and Share of (profit)/Loss of 
 Associate                         354        344       357      381
 
 Adding thereto:
 
 - Balance brought forward from 
 the previous year                  82         62       125       71
 
 - Amount transferred from 
 Foreign Projects Reserve           -           3        -         3
 
 - Foreign Exchange Translation 
 Diference                          -           -        1       (1)
 
 - Reserves and Surplus of a 
 subsidiary transferred on 
 liquidation                        -           -        5         -
 
 profit available for appro
 -priations                        436         409      488       454
 
 Appropriations:
 
 - General Reserve                 270         250      271       251
 
 - Proposed Dividend                66          66       66        66
 
 - Tax on Dividend                  11          11       11        11
 
 - Legal and Special Reserve         -           -        1         1
 
 Leaving a balance to be carried 
 forward                            89          82      139       125
 
 
 DIVIDEND
 
 3.  The Company''s dividend policy is based on the need to balance the
 twin objectives of appropriately rewarding the shareholders with
 dividend and of conserving resources to meet the Company''s future
 needs. The Directors recommend a dividend of Rs 2 per equity share of Rs
 1 each (200%) for the year 2010-11 (2009-10: 200%).
 
 OPERATIONS
 
 4.  The Business Environment during the year under review was full of
 uncertainty both in domestic as well as in international markets. In
 India, major areas of concern were high infation and increase in
 commodity prices. Interest rates were increased by RBI almost every
 quarter and there was a declining trend in the growth rate of IIP
 numbers. Despite this dificultscenario, the Company has been able to
 augment its revenue from Rs 4517 crores to Rs 5169 crores. While profits
 have also kept pace on a stand-alone basis, they were impacted by
 significantnegative swing in Rohini Industrial Electricals Limited. The
 domestic Projects business focused on non-traditional areas of
 Industrial and Infrastructure, as also on Water supply and Water
 treatment as a result of which, there has been around 45% increase in
 the order book position as compared to the previous year.
 
 5.  A very challenging and competitive environment prevailed in the
 Middle East and there was a significantdrop in announcement of new
 projects in Dubai. This resulted in new order booking being much lower
 than what was anticipated.  However, the carry forward order book
 continues to be comfortable at almost Rs 3000 crores on a consolidated
 basis.
 
 6.  Engineering Products and Services business had a conducive
 environment and in particular, Textile Machinery business performed
 well despite several unfavorable conditions like closure of looms in
 Tirupur due to environmental issues, high cotton prices and suspension
 of the Textile Upgradation Fund.
 
 7.  Materials Handling business performed well due to higher volumes.
 Despite several new mining projects getting impacted due to
 non-availability of clearances and low award of new Road Construction
 projects, Mining and Construction business has done well. In the Mining
 business, the focus has been more on maintenance and operation
 contracts and stock and sale of spares and accessories. A significant
 achievement of the business during the year was its entry in Mozambique
 for providing the Maintenance and Operations Services.
 
 8.  Exceptionally severe summer and the generally upbeat consumer
 sentiment in the early part of the year helped in significant
 improvement in volumes of Airconditioners, where the growth in
 Company''s volumes continued to be higher than the industry, resulting
 in an increase in the market share, from 15% to around 18%.
 
 9.  The Company continued to focus on higher productivity and lower
 costs as a means to improve its competitive position.
 
 FINANCE
 
 10.  The Money market during most part of 2010-11 was tight with rising
 interest costs and infation in India and some amount of stress in the
 international market. This along with changed business model in the
 projects business in India, with higher concentration on industrial and
 infrastructure MEP, where the Company operates more as a sub-contractor
 to the turnkey main contractors, elongated the cycle of submission and
 recovery of claims. In the international market, significantresources
 were engaged in design-build projects with high costs being incurred
 during the initial designing phase, which can only be recovered once
 the execution of projects commences. During the year under review, some
 large projects like Burj Khalifa were completed, where settlement of
 claims and fnal measurement take an extended period of time. All these
 factors have resulted in much higher receivables and consequently,
 engagement of working capital. Consequently, cash generation during the
 year has been low despite the Company''s policy of ensuring cash
 generation.
 
 11.  Despite this, the liquidity position of the Company continues to
 be satisfactory with liquid investments of Rs 225 crores. The Company
 also ensured that surplus funds are used to reduce borrowings of its
 subsidiary companies so that the overall cost of funds is minimised.
 However, there were some project specific borrowings in the
 international business which resulted in overall consolidated
 borrowings of Rs 138 crores.
 
 12.  Infationary pressures in India have resulted in higher interest
 rates, which while being a challenge for some other organizations, has
 benefited the Company in terms of interest earnings on surplus funds.
 Management will focus its attention in the future to bring down the
 levels of inventories and receivables and thereby release cash in the
 system.  Investment of surplus funds, is being regularly monitored by
 the Investment Committee of the Board, so as to maximize the returns
 while ensuring low risk.
 
 TATA BUSINESS EXCELLENCE MODEL (TBEM)
 
 13.  The Company continued to put greater eforts on its business
 excellence model through a number of improvement initiatives including
 Six Sigma projects for operational excellence. The Balanced Scorecard
 mechanism adopted by the Company was made more robust through a
 strategy deployment matrix aimed at efective implementation of action
 plans in line with the strategic objectives. The initiatives at the
 manufacturing plants in the area of Total Quality Management and Total
 Productive Maintenance made satisfactory progress. OHSAS 18001 was
 rolled out across some major areas and during the current year, its
 coverage will be extended to other parts of the organization, to
 enhance the culture of safety.
 
 14.  During the year under review, the Company''s Unitary Products
 business participated in the Tata Group level TBEM External Assessment
 and its performance was rated as ''Good Performance'', entitling the
 business to an award at the Group level. Other businesses were
 subjected to a process of Internal Assessment to evaluate their
 respective progress on the Business Excellence journey. The overseas
 Electro- mechanical business recently received the Dubai Quality
 Appreciation Programme Award at UAE. This prestigious award was
 presented to Voltas by the Crown Prince of Dubai in the presence of the
 UAE Prime Minister/Dubai''s Ruler, at a ceremony in Dubai on 5th April,
 2011. The Company has developed a pool of trained TBEM assessors to
 support its Business Excellence initiatives and also to provide
 external assessors at the Group level.
 
 IT INITIATIVES
 
 15.  The Company has taken various IT initiatives and SAP modules
 implemented for the international Electro- mechanical business have
 started showing benefits in terms of better budgetary control. The
 Primavera project management system has yielded better visibility of
 project schedules and variances.
 
 16.  Customer Relationship Management (CRM) software for the domestic
 Electro-mechanical business helped in better tracking of service calls
 and service SLAs for maintenance projects. Project dashboards prepared
 in SAP Business Objects yielded better control on project costs and
 working capital of domestic Electro-mechanical as well as Mining &
 Construction Equipment businesses.
 
 17.  The Unitary Products business continued its focus on enhancing its
 Customer Relationship Management (CRM) system and using the database
 for enabling better service deliveries. The automated system helped in
 better management of dealer accounts.
 
 18.  The Company has also successfully made its IT systems IFRS
 compliant.
 
 COMMUNITY DEVELOPMENT
 
 19.  Community development takes the form of human development through
 Voltas'' Core Competency projects.  The underlying belief is in the
 sharing of knowledge and instruction and not charitable donation. The
 desired outcome is to free recipients from dependence on hand-outs and
 make them self-reliant and employable, with technical capabilities
 attested by end-of-course certificates and various ''soft'' skills.  The
 Company continued to partner with the Joseph Cardijn Technical School
 in Mumbai, ofering a course that 249 students from 17 batches have
 successfully completed since 2002. Since 2008, the Company has also
 partnered with Bosco Boys, Mumbai and GMR Varalakshmi Foundation,
 Hyderabad, from which 20 students from 2 batches and 231 students from
 13 batches, respectively have successfully completed the course.
 
 20.  The Company increased its footprint by tying up with CAP
 Foundation (Hyderabad) on an all-India basis and Manipal University
 (Karnataka), for imparting technical training in air conditioning and
 refrigeration. This was also pursued at the Company''s Pantnagar plant
 through in-house training programme. More than 1000 trainees benefited
 from the programmes conducted during the year under review.
 
 21.  Afrmative Action is defned as a voluntary commitment by Indian
 companies to help the Government and civil society in the national
 endeavour to ensure equal opportunity to members of the Scheduled
 Castes and Scheduled Tribes (SCs/STs) communities. A beginning was made
 to embed Afrmative Action initiatives in the Company''s HR and other
 business activities. About 260 SC/ST trainees are presently undergoing
 technical training through such programmes.
 
 22.  Voltas Organization of Women (VOW), a registered Public Charitable
 Trust, has been working towards providing medical and educational
 relief to the needy. The membership of VOW consists of lady employees
 and the wives of male employees. VOW supported the Bethany Society in
 the formation of self-help groups for women, the Shanti Avedna Sadan
 for terminally ill cancer patients and the Snehalaya Charitable Trust
 for vocational training for the mentally and physically challenged,
 besides giving medical relief to the poor and needy. Under the aegis of
 VOW, volunteers from Voltas as well as other Tata companies visited a
 village of the Kathkari tribe at Panvel to celebrate International
 Women''s Day. The volunteers donated food and utility items to all
 families in the village.
 
 
 GLOBAL COMPACT AND CARBON DISCLOSURE PROJECT
 
 23.  The Company is a signatory to the UN Global Compact and adheres to
 the ten key principles based on universally agreed and internationally
 applicable values and goals in the areas of Human Rights, Labour
 Standards and Environment.
 
 24.  The Company is also a signatory to the Carbon Disclosure Project
 initiated by CDP-UK with Confederation of Indian Industries and World
 Wild Life Fund. The Company shares information pertaining to
 sustainability-related issues with CDP, on an annual basis.
 
 ENVIRONMENT AND SAFETY
 
 25.  In line with the Policy on Climate Change, the Company has put in
 place action plans to reduce its carbon footprint and also develop
 environment-friendly products and appropriate engineering solutions.
 Implementation of ISO 14001 is in an advanced stage at manufacturing
 locations, as also implementation of OHSAS 18001 for Health and Safety,
 at some of the key locations. All the manufacturing plants have
 appropriate safety initiatives underway, headed by senior ofcials who
 diligently oversee the safety aspect.
 
 STATEMENT OF EMPLOYEES'' PARTICULARS
 
 26.  The information required under Section 217(2A) of the Companies
 Act, 1956 and the Rules made thereunder, is provided in an Annexure
 forming part of this Report. In terms of Section 219(1)(b)(iv) of the
 Act, the Report and Accounts are being sent to the shareholders
 excluding the aforesaid Annexure. Any shareholder interested in
 obtaining a copy of the same may write to the Company Secretary.
 
 APPOINTMENT OF COST AUDITOR
 
 27.  As per the directions given by the Central Government, the Company
 has, based on an application made, received the Government''s approval
 for re-appointment of M/s. Sagar & Associates, a frm of Cost
 Accountants as the Cost Auditor of the Company for the year ending 31st
 March, 2012 in respect of refrigeration products manufactured by the
 Company.
 
 SUBSIDIARIES AND JOINT VENTURES
 
 28.  Pursuant to the Accounting Standard AS-21 issued by the Institute
 of Chartered Accountants of India, Consolidated Financial Statements
 presented by the Company include the financial information of subsidiary
 companies. The Central Government has by General Circular No.2/2011
 dated 8th February, 2011, granted general exemption to companies from
 dispensing with the requirement of attaching the accounts of subsidiary
 companies, subject to certain conditions. As the Company has complied
 with all the conditions, the annual accounts and other documents of the
 subsidiary companies are not attached with the Balance Sheet of the
 Company. Details of capital, reserves, total assets, total liabilities,
 turnover/income, etc., of the subsidiaries forms part of the
 Consolidated Financial Statements. The Annual Accounts of the
 subsidiary companies are open for inspection by any member/investor and
 also available on the website of the Company - www.voltas.com. The
 Company will make the documents/details available, upon request by any
 member of the Company or its subsidiaries interested in obtaining the
 same.
 
 29.  Uncertain conditions in the Middle East, where most of the
 Company''s subsidiaries/joint ventures (JV) operate, continued to face
 headwinds as a result of which, the overseas subsidiary and JV
 companies performed lower than the previous year. However, towards the
 end of the year, the environment improved for smaller projects in which
 arena these companies operate and therefore, the order booking has been
 much better as compared to the corresponding period in the previous
 year. The financial performance and other details of major operating
 subsidiaries/joint venture companies are given below.
 
 30.  Weathermaker Limited (WML) engaged in the business of
 manufacturing galvanized iron, aluminium, black mild steel, stainless
 steel ducts and other speciality air distribution products is a
 wholly-owned subsidiary of the Company and has its manufacturing
 facility in Jebel Ali Free Zone, UAE. WML has reported turnover of AED
 27.659 million and profit of AED 3.882 million for the year ended 31st
 December, 2010.
 
 31.  Saudi Ensas Company for Engineering Services WLL (Saudi Ensas), a
 wholly-owned subsidiary of the Company in Jeddah, Kingdom of Saudi
 Arabia is engaged in the execution and operations/maintenance of
 electro-mechanical installations in KSA and has for the year ended 31st
 December, 2010, recorded turnover of SR 2.882 million and higher Net
 profit of SR 3.185 million, due to reversal of certain past provisions.
 
 32.  The Company has entered into a joint venture arrangement with
 Mustafa Sultan Group and established a joint venture company – Voltas
 Oman LLC on 15th February, 2011 in Sultanate of Oman with initial
 capital of Omani Riyal 500,000, to engage in the business of executing
 electro-mechanical projects in Sultanate of Oman. Voltas Oman LLC is a
 subsidiary of Voltas and 65% of its capital is held by Voltas
 Netherlands B.V., a wholly owned subsidiary of Voltas. The first
 financial year of Voltas Oman LLC is for the period between 15th
 February, 2011 and 31st December, 2011.
 
 33.  Lalbuksh Voltas Engineering Services & Trading LLC (Lalvol), a
 limited liability company incorporated in Sultanate of Oman is a joint
 venture company engaged in the business of Water Well Drilling, Water
 Management and Landscaping. The Company alongwith its subsidiary –
 Voltas Netherlands B.V.  held 49% share capital and balance 51% was
 held by Lalbuksh Contracting & Trading Establishment LLC., the local
 partner.  Voltas has recently through Voltas Netherlands B.V., acquired
 11% shareholding of the local partner and increased the overall
 shareholding of Voltas Group in Lalvol to 60%. Upon completion of the
 legal process, Lalvol became a subsidiary of the Company efective 31st
 March, 2011.
 
 34.  Universal Comfort Products Limited (UCPL), a wholly-owned
 subsidiary of the Company, engaged in the business of manufacturing air
 conditioners, has due to larger volumes of own manufactured
 airconditioners, recorded higher turnover of Rs 492 crores and Net profit
 of Rs 27 crores for the year ended 31st March, 2011 as compared to
 turnover of Rs 332 crores and Net profit of Rs 14 crores in the previous
 year.
 
 35.  During the year under review, the Company increased its
 shareholding in Rohini Industrial Electricals Limited (RIEL) from
 67.33% to 83.67% of its share capital. RIEL is engaged in undertaking
 large turnkey electrical and instrumentation projects for industrial
 and commercial sectors. The performance of RIEL was a major
 disappointment, where due to multiplicity of reasons, profit of Rs 14
 crores achieved in 2009-10 slid into a loss of Rs 35 crores in 2010-11,
 a swing of Rs 49 crores. However, the margins in the carry forward order
 book are at a satisfactory level and therefore, going forward, there
 should be improvement in its performance.
 
 36.  Kingdom of Saudi Arabia (KSA) has huge business potential in
 construction segment and provides good opportunity to the Company''s
 overseas electro-mechanical business. After careful evaluation and
 selection process through external experts, the Company entered into a
 joint venture arrangement with Olayan Group in Riyadh, KSA to establish
 a joint venture company – Olayan Voltas Contracting LLC, with 50:50
 shareholding to engage in the business of electro-mechanical projects
 in KSA. Olayan is one of the mostinfluential business groups in KSA and
 is engaged in various businesses through successful joint ventures with
 globally renowned corporations.
 
 37.  Pursuant to a joint venture arrangement with KION Group, Germany,
 the Company has subsequent to the close of the financial year,
 transferred its Materials Handling business to a joint venture company
 (JVC) – Voltas Materials Handling Private Limited. Majority of the
 equity share capital of the JVC is held by Linde Material Handling Asia
 Pacifc Pte Limited, Singapore, an afliate of KION Group. The Company
 has also entered into a Supply Agreement with the JVC for forklifts and
 warehousing equipment and granted licence to the JVC for use of
 ''Voltas'' brand for forklifts and warehousing equipment.
 
 
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 38.  Information pursuant to Section 217(1)(e) of the Companies Act,
 1956, read with the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules, 1988, relating to conservation of energy
 and technology absorption is given by way of an Annexure to this
 Report. As for information in respect of foreign exchange earnings and
 outgo, the same has been given in the notes forming part of the
 accounts for the year ended 31st March, 2011.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 39.  Pursuant to Section 217(2AA) of the Companies Act, 1956, the
 Directors, based on the representations received from the Operating
 Management, confrm that:
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures;
 
 (b) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and have applied their recommendations
 consistently and made judgements and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of afairs of
 the Company at the end of the financial year and of the profit of the
 Company for that period;
 
 (c) they have taken proper and suficientcare to the best of their
 knowledge and ability, 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
 
 40.  Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, Management Discussion and Analysis, Corporate Governance
 Report and Auditors'' certificate regarding compliance of conditions of
 Corporate Governance are made a part of the Annual Report. A
 declaration signed by the Managing Director in regard to compliance
 with the Code of Conduct by the Board Members and Senior Management
 personnel forms part of the Annual Report.
 
 DIRECTORATE
 
 41.  In accordance with the provisions of the Companies Act, 1956 and
 the Company''s Articles of Association, Mr. Noel N. Tata and Mr. Jimmy
 S. Bilimoria retire by rotation and being, eligible, ofer themselves
 for re-election.
 
 42.  Mr. N. D. Khurody, who is also due to retire by rotation has
 indicated his desire not to seek re-election. The Directors place on
 record their sincere appreciation of the valuable services rendered and
 advice given by Mr. N. D. Khurody during his long tenure on the Board
 since 28th January, 2002.
 
 43.  Mr. R. N. Mukhija was appointed as an Additional Director by the
 Board of Directors on 3rd December, 2010. In accordance with the
 provisions of the Companies Act, 1956, Mr. R. N. Mukhija holds ofce
 upto the date of the forthcoming Annual General Meeting and Notice
 under Section 257 of the Act has been received from a member proposing
 his appointment as Director of the Company. The Resolution seeking
 approval of the members for appointment of Mr. R. N.  Mukhija as a
 Director of the Company has been incorporated in the Notice of the
 forthcoming Annual General Meeting.
 
 44.  Mr. N. J. Jhaveri retired as a Director of the Company on 9th
 August, 2010 on completing 75 years of age, in line with the Company''s
 Retirement Policy. The Directors place on record their sincere
 appreciation of the valuable services rendered and advice given by Mr.
 N. J. Jhaveri during his long tenure on the Board since 10th August,
 1998.
 
 AUDITORS
 
 45.  At the Annual General Meeting, members will be required to appoint
 Auditors for the current year. Messrs.  Deloitte Haskins & Sells, the
 present Auditors of the Company have pursuant to Section 224(1) of the
 Companies Act, 1956, furnished a certificate regarding their eligibility
 for re-appointment. The approval of the members is also being sought
 for their appointment as the Branch Auditors of the Company. Attention
 of the members is invited to Item No. 7 of the Notice of the Annual
 General Meeting and the relevant Explanatory Statement.
 
 GENERAL
 
 46.  The Notes forming part of the Accounts are self-explanatory or to
 the extent necessary, have been dealt with in the preceding paragraphs
 of the Report.
 
                                    On behalf of the Board of Directors
 
                                                        ISHAAT HUSSAIN
 
                                                              Chairman
 
 Mumbai, 19th May, 2011