The Directors are pleased to present their 50th Annual Report and
 Audited Accounts for the year ended March 31, 2011.
 
 Financial Results
 
                                                   (Rs. in lacs)
 Particulars                                 For the year ended
 
                                              March       March
                                              31, 2011    31, 2010
 
 Sales/ Income from operations
 (including excise duty & Discounts)          327,566     268,030
 
 Other Income                                   2,812       2,338
 
 Profit/ (Loss) before Interest,
 Depreciation, Extraordinary
 items & Tax                                   28,940      26,456
 
 Interest                                        (565)       (827)
 
 Depreciation                                  (4,451)     (3,968)
 
 Profit/ (Loss) before Extraordinary
 
 Items & Tax                                   23,924      21,661
 
 Voluntary Retirement Compensation
 (including amortization of
 previous year)                                  --          (940)
 
 Profit/ (Loss) before tax                     23,924      20,721
 
 Provision for Tax (including
 deferred tax and wealth tax)                  (7,321)     (6,219)
 
 Net Profit/ (Loss) for the year               16,603      14,502
 
 Credit/ (Debit) Balance B/F
 from previous year                             5,969         <82)
 
 Profit available for appropriation            22,572      14,420
 
 Interim Dividend on
 
 Preference Shares                               (457)     (4,177)
 
 Proposed Dividend on
 Preference Shares                               (539)     (3,047)
 
 Tax on Dividend                                 (152)     (1,227)
 
 Transfer to Capital Redemption Reserve        (9,849)        --
 
 Surplus/ (Deficit) carried to
 Balance Sheet                                 11,575       5,969
 
 Performance of the Company
 
 During the year ended March 31, 2011 the sales of the Company, was Rs.
 327,566 Lacs, up by 22%. Profit before tax and extra ordinary items was
 Rs. 23,924 Lacs as compared to corresponding profit of Rs. 21,661 Lacs
 in the previous year.  The performance of the Company during the year
 surpassed all its previous milestones of turnover, profit, cash
 generation.  This performance has been achieved by focusing on new
 product launches, product mix, management, effective working capital
 management and cost effective initiatives.
 
 Dividend
 
 Dividend on equity shares is not recommended for the year ended March
 31, 2011 as your management had to first redeem 15,23,42,500 10%
 Redeemable non convertible Cumulative preference shares of Rs.10 each
 with call and put option for redemption.
 
 The Board of Directors declared an interim dividend on 10% Redeemable
 non convertible Cumulative preference shares of Rs. 10 each, for the
 financial year ended March 31, 2011 @Rs. 1 per share on redemption of
 9,84,92,500 preference shares which was paid to the shareholder along
 with the redemption amount aggregating to Rs. 457.43 Lacs. The Board
 has recommended a final dividend on balance 5,38,50,000 10% Redeemable
 non convertible Cumulative preference shares of Rs. 10 each for the
 financial year ended March 31, 2011 @Rs. 1 per share aggregating to Rs.
 538.50 Lacs.
 
 Preference Shares
 
 The Company had issued 15,23,42,500 10% Redeemable Non-Convertible
 Cumulative Preference Shares of Rs. 10 each to Whirlpool Canada Holding
 Company in the year 2005 redeemable at the end of twenty years with
 call and put options for redemption to the Company and Shareholder
 respectively.
 
 The Company had redeemed 9,84,92,500 Preference Shares on request of
 the shareholder using the put option and payment was made to the
 preference shareholders along with pro-rata dividend till the date of
 redemption during the financial year.
 
 Your Board of Directors have passed a resolution in its meeting held on
 May 09, 2011 to redeem the balance 5,38,50,000 10% Redeemable non
 convertible Cumulative preference shares of Rs. 10 each along with
 pro-rata dividend till the date of redemption on or before August 31,
 2011.
 
 Management Discussion and Analysis Report (MD&A)
 
 As required under the listing agreement, MD&A is enclosed as Annexure A
 and is a part of this Report.
 
 Sales & Marketing
 
 The year 2010-11 witnessed contrasting market conditions.  The first
 quarter saw robust consumer demand across all categories and revenue
 grew in strong double digits. However, subsequent quarters saw
 moderation in growth primarily due to two factors: (1) food inflation
 which impacted consumer demand and (2) unabated commodity inflation
 which necessitated frequent price increases, further dampening demand.
 Your Company adapted itself to the different scenarios, focusing on
 volume when the conditions were good and profitability as growth
 moderated. A number of actions were taken to protect margin: better
 sales mix, controlling discretionary expenditure, and freezing
 recruitment. Where your company did not compromise was in investment in
 innovation and expansion of distribution. Keeping with Whirlpools
 tradition of bringing out first-to-market products with consumer
 relevant design and feature innovations, we launched 4 products that
 quickly achieved marketplace success.
 
 - A 3-Door Frost Free Refrigerator marketed as Protton was launched in
 300 & 300 L capacities which attained >30% market share in the very
 first year. Your Company has firm plans to enlarge this portfolio and
 broaden the appeal to a larger consumer base.
 
 In Air Conditioners, your Company grew by over 100% on the back of a
 larger range in Split Air Conditioners in the Mastermind Aviator and
 Mastermind Chrome series.  The range was further enhanced with the
 introduction of two new series - Mastermind Protton and Mastermind
 Elegance in Q4. Whirlpool now has an enviable range of high performance
 Air Conditioners with different options in styling, color and graphics,
 energy ratings and price points for consumers to choose from.
 
 - ACE Wash Station - was launched in the semi automatic segment of
 Washing Machine. This highly innovative product, distinguished by its
 unique design and platform for sorting clothes, became a leader in its
 segment within 3 months of launch, demonstrating how low cost
 innovation can create value even in a commoditized market segment.
 
 2 new models of Microwaves were launched in the year
 
 helping the category grow by > 40%. We continue to have a very robust
 pipeline of new products which would be launched in ensuing quarters.
 
 Following the 3600 brand activation programme of 2009-10 that saw
 increased visibility of the Whirlpool brand, your Company maintained
 round the year presence in key media through different campaigns: ACs,
 followed by 3-door refrigerator campaign in summer, and Ace during the
 festival season. Use of Outdoor and Out-of-Home channels continued and
 >6500 screens in the latter run our campaigns throughout the year.
 
 The key emphasis of the brand in 2010-11 went beyond visibility to
 focus on increasing brand affinity, with initiatives to enhance the
 level of consumer engagement with the brand.  Three initiatives taken
 during the year are described below.
 
 Ek Jodi Kapda: Your Company launched this campaign during Onam in
 Kerala (August 2010) and its success saw it extend into an all-India
 campaign during Diwali. Ek Jodi Kapda is a platform created for
 contributing clothes for the under-privileged sections of our society.
 The cause, implemented in partnership with a leading NGO Goonj, was
 endorsed by Shabana Azmi and advertised on TV, Radio and Print,
 supported by huge on-ground activation such as branded vans and opening
 of collection centres at retail counters. By facilitating a platform
 where consumers could bring happiness to the less privileged in the
 festive period, Whirlpool strengthened its credentials as a caring
 company that believed in creating happiness not only for its customers
 but for the community at large. The result of this campaign was
 staggering: 180 tons of clothes were collected across the country with
 more than 25 lakh consumers directly engaging with the brand during
 this time.
 
 Road Shows: A massive consumer contact program was done on Refs and
 Aircon category at the start of the summer season, particularly in
 towns where Whirlpool presence was weak. This helped in expanding
 billing points in the smaller towns of the country.
 
 - Social Media: Your Company engaged with the consumers directly
 through Facebook and Twitter and we have more than 1 Lakh fans on our
 website with whom we have a continuous dialogue every day.
 
 Your Company continues to expand distribution by opening up
 distributors in smaller towns. The dealer contact programme
 
 initiated a couple of years ago has become a biannual event with the
 first conducted at the onset of summer and the second prior to the
 festive season. Over 10,000 dealers across the country are contacted on
 each occasion during which old relationships are strengthened and new
 ones started. Your Company also created a new format of exclusive Brand
 Shops, focusing on large urban centres. Approximately 70 such outlets
 were operational as we exited the year. There are plans to expand the
 footprint of Brand Shops in the ensuing quarters.
 
 Finally, your Company restructured the front end of the organization to
 improve execution and bring focus on emerging businesses. (a) It merged
 the Sales & Service at the regional level. This change was done to have
 a single point of ownership in improving the pre and post purchase
 experience and hasten speed in decision making. (b) To accelerate
 growth in new businesses it strengthened the regional structure by
 having dedicated business managers for Air Conditioners & Microwaves,
 Power Accessories and Water Purifiers.
 
 Exports
 
 During the year under review, the Export business of the company
 achieved a turnover of Rs.169 Crore. This achievement was in the face
 of appreciating Indian Currency and steep increase in the raw material
 cost.
 
 Our neighboring markets in the SAARC region performed excellently and
 delivered a volume growth of over 80%. We expect to maintain the
 momentum in these markets through range and network expansion in these
 low penetrated markets.
 
 The new range of Mastermind and Proton World Series Refrigerators were
 launched in Australia and initial results are encouraging. We achieved
 breakthrough in select Latin American markets with our No-Frost Range.
 This has laid the foundation for entering other markets in that region.
 In Middle East, Europe and Africa, we were able to expand our range and
 advance into select CIS Markets despite competitive market conditions.
 Further geographic expansions in African markets were achieved through
 our range of Semi Automatic Washers. South East Asia continues to
 deliver steady volumes, particularly Philippines.
 
 Going forward, the acceleration of new product development in India and
 investment in new platforms will translate to a wider product range for
 export markets. Your Companys focus on low cost innovation will also
 benefit the export business for low income economies.
 
 Consumer Services
 
 Uncompromising Customer Care, launched in 2009-10, where the consumer
 is the focal point in deciding quality of service rendered, continued
 in 2010-11 with amazing results.  The system has been well received by
 consumers and it is now an accepted basis for rewarding our Service
 Partners, with performance parameters being raised periodically.
 Similar success was achieved on other service measures such as Same Day
 Completion, Open Calls and Reminder Calls, which directly impact
 consumer satisfaction.
 
 Expansion of service footprint went hand in hand with expansion of
 distribution. The Service function continued to contribute to your
 Companys revenue through the sales of a unique range of accessories
 and consumables, which registered profitable growth over the previous
 year.
 
 We are very confident and moving rapidly towards our goal of providing
 Best in Class Service.
 
 Human Resources
 
 The year 2010-11 saw your Company continue to consolidate its
 reputation as an Employer of Choice with Whirlpool being voted
 amongst the Top 20 Best Companies to work for in 2011 by the Hewitt
 Best Employers study. The Employee Engagement Score (EES) of 85 for
 Whirlpool of India Limited was the highest in the Whirlpool world. The
 high engagement of the workforce helped drive critical business levers.
 
 Given the high growth environment, the team in Human Resource focused
 on creatively managing Talent Retention, Capability Development,
 Culture and Communication. The endeavor was to boost morale so as to
 sustain the Spirit of Winning. We strengthened the embedment of the 5
 point Extraordinary Performance and Results by taking it online.  We
 continued to provide our key players and critical position holders with
 differentiated compensation and growth opportunities.
 
 Managerial effectiveness was identified as a key focus area for higher
 productivity and engagement levels. As a first step towards this, we
 have covered 100 plus managers through a managerial skill survey which
 provided them specific feedback on their managerial ability. This will
 continue to be a focus area going forward as well.
 
 To sustain the connect with employees at all levels the Employee
 Engagement initiative took off with great spirit and vigor. Focus Group
 Discussions were conducted across India and Employee Centric Action
 plans were drawn out and under implementation. The leadership team took
 ownership to drive four big leadership actions which impacted employee
 engagement in the organization. This year the HR team organized several
 connect initiatives with the employees through quarterly Everyone
 Connect calls, Skip Meetings and celebrating success during Employee
 Reward and Recognition programs. An interactive employee intranet site
 WConnect was launched which gives each employee a means to express
 their voice.
 
 Key Organizational Capability Building initiatives such as Organization
 Leadership Development Program (for Directors and Senior Directors),
 Emerging Leader Development Program (for first time people managers),
 and Project Breakthrough (for Branch Sales Managers) were successfully
 concluded to gear up the organization for an exponential growth agenda.
 We also launched project management and change management programs to
 enhance execution capability. All managers were covered in the
 Foundations of Whirlpool through online courses to understand your
 Companys values and objectives as well as fundamental operational
 capabilities. Indeed, we continuously encourage managers to leverage
 Whirlpool University for virtual learning and self development.
 
 To sustain high growth and profitability, we introduced floating
 manpower in our manufacturing units which helped us in mitigating
 challenges of rising costs and manpower shortage while at the same time
 ensuring production targets were met.
 
 Finance and Accounts
 
 During the last fiscal, your Company delivered yet another year of
 strong business results continuing its journey of sustainable and
 profitable growth. Top line growth was 22% against a moderate volume
 growth of 12% and improvements were registered in all operating
 metrics. The performance is creditable as it was achieved in an
 extremely challenging business environment characterized by (a) high
 food inflation that slowed down growth, (b) spike in commodity costs
 that put margins under pressure, and (c) a fiercely competitive
 marketplace.
 
 Key enablers of your Companys 2010-11 performance were successful low
 cost innovations in Refrigerators and Washers, a richer product mix,
 exponential growth in Air Conditioners and Microwaves, and relentless
 focus on discretionary spends.  Our focus on cost is now well embedded
 but cost take outs in 2010-11 were unable to fully mitigate the
 commodity inflation and hence price increases were necessary. These
 initiatives helped in protecting margin and we remain one of the most
 profitable players in the industry. Our cash generation remains strong
 and we are able to finance our investment from internal accruals.
 
 Overall, your Companys performance during the past fiscal year is a
 solid reflection of our strong brand, innovation led- growth, good
 fiscal management, and depth of talent. This strong foundation will
 stand us in good stead in continuing our journey of sustainable
 profitable growth.
 
 Directors
 
 Your Directors intrinsically believe in the philosophy of Corporate
 Governance and are committed to it for the effective functioning of the
 Board.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Article 115 of the Articles of Association of the Company Mr. Sanjiv
 Verma and Mr. Simon James Scarff retire by rotation and being eligible
 offer themselves for re- appointment.
 
 Mr. Sanjiv Verma is an Engineering Graduate from Indian Institute of
 Technology (IIT). He has over 27 years of experience working in various
 leadership positions. His last assignment was as General Manager India
 and SEA & Managing Director, Baxter India. Currently he is a Director
 of J. V. D. Health Pvt. Ltd. and Devita Renal Care India Private
 Limited. He is Founder Trustee of Chronic Health Care Foundation of
 India. He is on your Board since 2009 and is also a member of the Audit
 Committee.
 
 Mr. S.J.Scarff, Independent Non-Executive Director of the company is
 the Non-Executive Director and Chairman of GlaxoSmithKline Consumer
 Healthcare Ltd. He worked for over 23 years with Smithkline with
 specific reference to Marketing.  In 1999 he was awarded the
 prestigious honour of the Officer of the Order of the British Empire by
 Her Majesty, The Queen of England. He is on the Board of your Company
 since 2001 and is also a member of the Audit Committee and Remuneration
 Committee.
 
 Auditors
 
 Members are requested to appoint Auditors for the current year on a
 remuneration to be fixed by the Board as per Item No. 4 of the Notice
 for the Annual General Meeting. M/s S. R.  Batliboi & Co., the present
 Auditors of the Company have, under Section 224 (1B) of the Companies
 Act, 1956 furnished a certificate of their eligibility for
 reappointment. The Board recommends their re-appointment as Auditors
 for the Financial Year 2011-12.
 
 The Board has taken note of the observations and remarks made by the
 Auditors in their Report on Statutory payments.
 
 The observation made by auditors on slight delay in payment of
 statutory dues is self explanatory. The Company has taken effective
 steps to streamline the statutory payments.
 
 Fixed Deposits
 
 As at March 31, 2011, no Fixed Deposits were held by the Company.
 
 Listing of Shares
 
 Companys equity shares are listed at Bombay Stock Exchange Ltd. and
 National Stock Exchange of India Ltd.
 
 Audit Committee
 
 The Audit Committee held four (4) meetings during the year.  The
 Members of the Audit Committee are:- Mr. Anand Bhatia, Chairman -
 Independent Director Mr. Simon J. Scarff, Member - Independent Director
 Mr. Sanjiv Verma, Member - Independent Director Mr. Robert L. Mink,
 Member - Non-Executive Director
 
 Mr. Anand Bhatia, Chairman of the Committee has adequate financial and
 accounting knowledge.
 
 The Chief Financial Officer, Internal Auditor and the Statutory
 Auditors of the Company are permanent invitees to the meetings of the
 Audit Committee. It is a practice of the Committee to extend an
 invitation to the Managing Director and Cost Auditor to attend the
 meeting as and when required.
 
 Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit
 Committee.
 
 Directors Responsibility Statement
 
 The Directors confirm that:
 
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed, along with proper explanation
 relating to material departures;
 
 (ii) 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 at the end of the financial year and of the profit or
 loss of the company for that period;
 
 (iii) 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;
 
 (iv) The directors have prepared the annual accounts on a going concern
 basis.
 
 Transfer to Investor Education and Protection Fund
 
 In terms of the provisions of Section 205C of the Companies Act, 1956,
 during the financial year there was no unclaimed amount required to be
 transferred to the Investor Education and Protection Fund established
 by Central Government.
 
 Corporate Governance
 
 A Certificate from the Statutory Auditors regarding compliance of the
 conditions of Corporate Governance as per the requirement of Clause 49
 of the Listing Agreement with the Stock Exchanges is enclosed as part
 of Corporate Governance Report.
 
 The Board of Directors support the concept of Corporate Governance and
 having regard to transparency, accountability and rationale behind the
 decisions have made proper disclosures separately under the heading
 Corporate Governance.
 
 Insurance
 
 The Directors confirm that Fixed Assets and Stocks of the Company are
 adequately insured against fire and allied risk on a replacement cost
 basis.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings & Outgo
 
 In accordance with the requirements of Section 217 (1) (e) of the
 Companies Act, 1956 read with the Companies (Disclosure of particulars
 in the report of the Board of Directors) Rules, 1988, statement showing
 particulars with respect to Conservation of Energy, Technology
 Absorption and Foreign Exchange Earnings and Outgo are annexed hereto
 (Annexure B) and form part of this report.
 
 Personnel
 
 As required by the provisions of Section 217 (2-A) of the Companies
 Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,
 as amended, the names and other particulars of employees are set out in
 the Annexure C to this Report. However, as per the provisions of
 Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors
 Report is being sent to all members of the Company excluding the
 aforesaid information. Any member interested in obtaining such
 particulars may write to the Company Secretary either at the registered
 office or Corporate Office of the Company.
 
 Acknowledgement
 
 The Companys growth has been achieved by continued support from all
 its stakeholders. The Companys partners- different Stakeholders,
 Customers, Suppliers, Employees, Investors, Community Members, Banks &
 Financial Institutions have been instrumental in the Companys success.
 Your Directors wish to place on record their sincere thanks to these
 partners. The Directors would also like to express their appreciation
 to various agencies of Central & State Government for their continued
 support.
 
                     For and on behalf of the Board of Directors
 
                 Syed Shahzad Akhtar                Arvind Uppal
 
 Place: Gurgaon  [Whole Time Director]      [Chairman & Managing 
                                                       Director]
 
 Dated: May 9, 2011       DIN 03052558              DIN 00104992