1.  SHARE CAPITAL
 
 Equity Share Capital includes :
 
 (a) 9,76,61,300 shares of Rs 1 each allotted as fully paid bonus shares
 by capitalising Rs 80.82 Lakhs out of the Securities Premium Account, Rs
 100 Lakhs from Capital Reserve and Rs 795.79 Lakhs out of General
 Reserve.
 
 (b) 1,77,29,040 shares of Rs 1 each allotted to the erstwhile
 shareholders of Tata-Merlin & Gerin Ltd. (TMG), The National Electrical
 Industries Ltd. (NEI), Volrho Ltd., Wandleside National Conductors Ltd.
 (WNC) and Hyderabad Allwyn Ltd. (HAL) consequent upon the amalgamation
 of these companies with the Company.
 
 (c) 11,97,84,000 shares of Rs 1 each allotted to the holders of
 Convertible Part RsA'' of Rs 60 of the 14% Secured Redeemable Partly
 Convertible Debentures 1992-99 on compulsory conversion thereof into
 equity shares.
 
 2.  INVESTMENTS
 
 (a) Under a loan agreement for Rs 60 Lakhs (fully drawn and outstanding)
 entered into between Agro Foods Punjab Limited (AFPL) and the Punjab
 State Industrial Development Corporation Limited (PSIDC), the Company
 has given an undertaking to PSIDC that it will not dispose of its
 shares in AFPL till the monies under the said loan agreement between
 PSIDC and AFPL remain due and payable by AFPL to PSIDC. During 1998-99,
 the Company had transferred its benefcial rights in the shares of AFPL.
 
 (b) In respect of the Company''s investment in 2,640 equity shares of
 Reliance Industries Limited, there is an Injunction Order passed by the
 Court in Kanpur restraining the transfer of these shares. The share
 certificates are, however, in the possession of the Company. Pending
 disposal of the case, dividend on these shares has not been recognised.
 
 Note :
 
 Loans and Advances shown in (a) and (b) above to subsidiaries fall
 under the category of Loans and Advances in nature of Loans in terms
 of Clause 32 of the Listing Agreement. There is no repayment schedule
 and no interest is payable.
 
 3.  CURRENT LIABILITIES AND PROVISIONS
 
 (a) According to information available with the Management, on the
 basis of the intimations received from suppliers regarding their status
 under the Micro, Small and Medium Enterprises Development Act, 2006,
 the Company has the following amounts due to Micro and Small
 Enterprises under the said Act.
 
 The provision for Trade Guarantee is expected to be utilised for
 warranty expenses / settlement of claims within a period of 1 to 10
 years depending on the contractual obligation.
 
 Note : Figures in brackets are of the previous year.
 
 4.  SALES AND SERVICES
 
 With regard to long term Construction Contracts undertaken, the amount
 of net revenue recognised is Rs 239094.45 Lakhs (2009-10 : Rs 243858.40
 Lakhs).
 
 5.  COST OF SALES, SERVICES AND EXPENSES
 
 (i) (a) The Company makes contribution towards provident funds, defned
 benefit retirement plans, and towards superannuation fund, a defned
 contribution retirement plan for qualifying employees. These funds are
 administered by the trustees appointed by the Company. Under the
 schemes, the Company is required to contribute a specifiedpercentage of
 salary to the retirement benefit schemes to fund the benefits.
 
 (b) The Company makes annual contributions to Gratuity Funds, which are
 funded defned benefit plans for qualifying employees. The schemes
 provide for lumpsum payment to vested employees at retirement, death
 while in employment or on termination of employment as per the
 Company''s Gratuity Scheme. Vesting occurs upon completion of 5 years of
 service.
 
 The Company is also providing post retirement medical benefits to
 qualifying employees.
 
 The most recent actuarial valuations of plan assets and the present
 values of the defned benefit obligations were carried out as at 31st
 March, 2011. The present value of the defned benefit obligation and the
 related current service cost and past service cost are measured using
 the Projected Unit Credit Method.
 
 The following tables set out the funded status and the amounts
 recognised in the Company''s financial statements as at 31st March, 2011
 for the Defned benefit Plans other than Provident Fund. According to the
 Management, the Actuary has opined that actuarial valuation cannot be
 applied to reliably measure provident fund liabilities in the absences
 of guidance from the Actuarial Society of India. Accordingly, the
 Company is currently not in a position to provide other related
 disclosures as required by AS 15 read with the Accounting Standards
 Board Guidance. However, having regard to the position of the Fund, the
 shortfall, if any, between the earnings guaranteed by the statute and
 the actual earnings of the Fund is provided for by the Company and
 contributed to the Fund.
 
 (a) The Actuarial calculations used to estimate defned benefit
 commitments and expenses are based on the above assumptions which if
 changed would afect the defned benefit commitment''s size, the funding
 requirement and expenses.
 
 (c) The details of the Company''s Defned benefit Plans for its employees
 given above arecertifiedby the actuary and relied upon by the
 auditors.
 
 (d) Expected contribution of Rs 589.25 Lakhs (2009-10: Rs 784.65 Lakhs)
 to Defned benefits (other than Provident Fund) for the next year.
 
 (e) The Company has recognised the following amounts in the profit and
 Loss Account under the head Company''s Contribution to Provident Fund
 and Other Funds :
 
 6.  Derivative Instruments :
 
 The Company has entered into the following derivative instruments :
 
 (a) Forward Exchange Contracts (being a derivative instrument), which
 are not intended for trading or speculative purposes but for hedge
 purposes to establish the amount of reporting currency required or
 available at the settlement date of certain payables and receivables.
 
 7.  Estimated amount of contracts remaining to be executed on capital
 account and not provided for : Rs 3511.10 Lakhs (31-3-2010 : Rs 1208.10
 Lakhs). Advance paid against such contracts : Rs 233.99 Lakhs (31-3-2010
 : Rs 642.02 Lakhs).
 
 8.  Contingent liabilities not provided for :
 
 (a) Guarantees on behalf of other companies :
 
 Limits Rs 22024.65 Lakhs (31-3-2010: Rs 7599.18 Lakhs) against which
 amount outstanding was Rs 10435.87 Lakhs (31-3-2010: Rs 5648.60 Lakhs)
 against which a provision has been made for contingencies Rs Nil
 (31-3-2010: Rs Nil ).
 
 (b) Claims against the Company not acknowledged as debts :
 
 In respect of various matters aggregating Rs 25691.90 Lakhs (31-3-2010:
 Rs 25139.01 Lakhs), net of tax Rs 17157.05 Lakhs (31-3-2010: Rs 16594.26
 Lakhs) against which a provision has been made for contingencies Rs 1125
 Lakhs (31-3-2010: Rs 1125 Lakhs). In respect of a contingent liability
 of Rs 4928.10 Lakhs (31-3-2010: Rs 4513.74 Lakhs), the Company has a
 right to recover the same from a third party.
 
 (c) Income tax demands :
 
 In respect of matters decided in Company''s favour by Appellate
 Authorities where the Department is in further appeal - Rs 1055.04 Lakhs
 (31-3-2010 : Rs 1295.63 Lakhs).
 
 (d) Staf demands under adjudication : Amount indeterminate.
 
 (e) Liquidated damages, except to the extent provided, for delay in
 delivery of goods : Amount indeterminate.
 
 9. In respect of guarantees aggregating Rs 140683.39 Lakhs (31-3-2010
 : Rs 87905.05 Lakhs) issued by Banks at the request of the Company in
 favour of third parties, the Company has given security by way of
 hypothecation of a part of tangible movable assets, book debts and
 stocks.
 
 10.  In respect of certain property transactions, conveyance deed are
 pending, as under:
 
 (a) In terms of agreement dated 30th September, 1998, Company''s
 Refrigerators manufacturing facility at Nandalur was transferred on a
 running business / going concern basis to Electrolux Voltas Limited
 (EVL) on the close of the business hours on 31st March, 1999. In
 respect of land for the Nandalur Plant, Deed of Conveyance is pending
 completion.
 
 (b) The Company had accounted in 1999-2000, the profit on transfer of
 development rights of Rs 734.12 Lakhs in respect of property at Lalbaug,
 Mumbai for which agreement for assignment was executed and clearance
 from the Income Tax Department under Section 269 UC of the Income Tax
 Act, 1961 was received but for which conveyance formalities are pending
 completion.
 
 (c) The Company had accounted in 2003-04, the profit on transfer of
 development rights of Rs 1735.95 Lakhs in respect of property at Thane
 and Rs 2145.53 Lakhs in respect of property at Pune for which agreements
 were executed and consideration received but for which conveyance
 formalities are pending completion.
 
 (d) The Company had accounted in 2004-05, the profit on transfer of
 development rights of Rs 505.53 Lakhs in respect of property at Thane
 for which agreement was executed and consideration received but for
 which conveyance formalities are pending completion.
 
 (e) The Company had accounted in 2006-07, the profit on transfer of
 development rights in respect of Upvan land and Henkel Switchgear
 Limited approach land at Thane for which agreements were executed and
 consideration received (Rs 2070 Lakhs and Rs 223.40 Lakhs, respectively)
 but for which conveyance formalities are pending completion.
 
 (f) The Company had accounted in 2007-08, the profit on transfer of
 development rights in respect of land adjoining Simtools at Thane for
 which an Agreement was executed and consideration received (Rs 919.96
 Lakhs) but for which conveyance formalities are pending completion.
 
 (g) The Company had accounted in 2009-10, the profit on transfer of
 development rights in respect of Nala land at Thane for which an
 Agreement was executed and consideration received Rs 238.18 Lakhs but
 for which conveyance formalities are pending completion.
 
 11.  Remittance in foreign currencies for dividends:
 
 The Company has not remitted any amount in foreign currencies on
 account of dividends during the year and does not have information as
 to the extent to which remittances, if any, in foreign currencies on
 account of dividends have been made by / on behalf of non-resident
 shareholders. The particulars of dividends paid to non-resident
 shareholders which were declared during the year, are as under :
 
 Notes:
 
 (i) As per the Industrial Policy declared in July 1991 and as amended
 in April 1993, no licenses are required for the products manufactured
 by the Company.
 
 (ii) Installed capacities are ascertifiedby the Management and relied
 upon by the Auditors. These are alternative and not cumulative and as
 such production is not strictly comparable with the same.
 
 (iii) Production includes for captive consumption.
 
 * As the accounting year of these companies ends on 31st December,
 2010, the fgures are as of that date.
 
 Notes : (i) Lalbuksh Voltas Engineering Services & Trading L.L.C.
 ceased to be a joint venture company on acquisition of additional 11%
 shareholding on 31-3-2011.  (ii) Figures in the brackets are of the
 previous year.
 
 12.  Segmental Reporting:
 
 Segment information has been presented in the Consolidated Financial
 Statements as permitted by Accounting Standards (AS-17) on Segment
 Reporting as notifed under the Companies (Accounting Standards) Rules,
 2006.
 
 13.  Discontinuing Operations
 
 The Board of Directors of the Company has, at its Meeting held on 19th
 March, 2011, approved the proposal for formation of a joint venture
 with KION Group, Germany for the Materials Handling (MH) business,
 which forms part of the Engineering Products and Services segment of
 the Company. The transfer of MH business is subject to
 fulfllment/satisfaction of certain conditions precedent to closing of
 the transaction. Subsequent to close of the financial year, the Company
 has on 1st May, 2011, upon satisfaction/deferral of the precedent
 conditions, which were agreed to by the concerned partners, transferred
 the MH business to an afliate of KION group.
 
 On the efective date of the Scheme of Arrangement, all identifed
 tangible assets, including current assets, liabilities, movable assets
 (excluding immovable assets), intangible assets, business contracts,
 certain employees, etc. of the MH business would be transferred to JVC.
 
 14.  Figures for the previous year have been regrouped, wherever
 necessary.