Havells India Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

Your Directors take pleasure in presenting the 40^th Annual Report (Integrated) on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2023.

1. Financial Summary or Highlights

The Board''s Report is prepared based on the standalone financial statements of the Company. The Company''s financial performance for the year under review alongwith previous year''s figures are given hereunder:

Financial Summary Particulars	Standalone 2022-23 2021-22		('' in Crores) Consolidated 2022-23 2021-22
Revenue from Operations	16,868	13,889	16,911	13,938
Other Income	177	160	178	160
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	1,780	1,918	1,777	1,921
Less: Depreciation and amortisation expenses	296	261	296	261
Finance Cost	34	53	34	53
Profit before Tax and Exceptional Expenses	1,450	1,604	1,447	1,607
Exceptional Items
a) Loss due to fire	113	-	113	-
b) Insurance claim receivable	(113)	-	(113)	-
Profit before Tax	1,450	1,604	1,447	1,607
Less: Tax	375	409	375	410
Profit for the year	1,075	1,195	1,072	1,196
Other Comprehensive Income	(8)	6	(8)	6
Total Comprehensive income for the year, net of tax	1,067	1,200	1,064	1,203

Financial year 2022-23 was the first year post COVID-19 disruptions with a stable business environment. We recorded revenue for FY23 at '' 16,868 crores, higher by 21.5% over the previous year''s revenue of '' 13,889 crores.

FY23 profit was at '' 1,075 crores as against '' 1,195 crores in FY22. Profit margin was at 6.4% in FY23 as against 8.6% in FY22.

Disruptions in the global supply chain with the geopolitical disturbances led to steep run-up in commodity prices. The impact of the same was witnessed on the Company margins as the entire cost escalation could not be passed on to the customers.

2. Brief Description of the Company’s Working During the Year/ State of Company’s Affairs

Havells performance during the year was backed by strong growth across the product verticals. Over the years, Havells has evolved into a formidable

FMEG and consumer durable player by seeding new categories and scaling them to create reasonably sized revenue pools.

Switchgear segment reported 18.7% revenue growth supported by pickup in the construction cycle. While the sudden & sharp movements in commodity prices impacted the market sentiments in cables segment, Havells grew the segment revenue by 19.1%. Lighting segment grew by 16.8% with healthy growth from both consumer and professional lighting. Professional lighting accelerated its growth with pickup in industrial and commercial sector.

Despite witnessing a major transition in the fans category during the year, the Electrical Consumer Durables (ECD) segment reported a 7.5% revenue growth. Havells continue to focus on premiumisation of the fan portfolio. The “others” segment which includes motor, solar, pumps, personal grooming and water purifier grew by 25.2%.

Lloyd demonstrated encouraging performance with strong revenue growth of 49% and continued its journey to be a meaningful player in the consumer durable industry. The profitability of the segment was impacted given commodity prices pressures and continued hyper competition in the market. During the year, we commissioned Lloyd Air-Conditioners plant in Sri City (Chittoor District in the State of Andhra Pradesh).

We stayed focussed on innovating, investing in our brands, expanding omni-channel presence, enhancing our digital capabilities and nurturing a strong talent pool. Continuous investment in the latest technology and innovation has helped the organization to stay ahead in a highly competitive landscape. In addition to multiple patents being filed during the year, we launched many new products including Havells Glamtubes and Meditate Air Purifier. Brand remained a key focus area during the year with significantly higher advertising and sales promotion expenditure vs FY22. We ensured that we are reaching out to the customers and making our brand available wherever they are. While steadily growing our distributors/ dealers network vertically and horizontally, we expanded our presence in emerging channels. E-commerce channel grew with a strong product portfolio and deep digital engagement with our consumers. Modern Format Retail (MFR) continues to emerge as a key channel with expanding shelf space at the counters. With emerging rural opportunity, we cemented our position of most penetrated FMEG brand in rural markets.

Backed by revenue growth and strong financial discipline, we continued to generate healthy cash flows. The balance sheet was further strengthened by pre-paying the outstanding borrowings during the year.

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

As on 31^st March, 2023, the Company has one direct overseas subsidiary namely Havells Guangzhou International Limited based at China.

The Consolidated Profit and Loss Account for the period ended 31^st March, 2023, includes the Profit and Loss Account for the subsidiary Havells Guangzhou International Limited for the complete Financial Year ended 31^st March, 2023 and Profit and Loss Account for the subsidiary Havells Holdings Limited for the period upto 27^th October, 2022.

The Board of Directors of the Company has, by Resolution passed in its Meeting held on 3^rd May, 2023, given consent for not attaching the Balance Sheet of the subsidiary concerned. The Consolidated Financial Statements of the Company including the subsidiary duly audited by the statutory auditors are presented in the Integrated Annual Report. The consolidated financial statements have been prepared

in strict compliance with applicable Accounting Standards and wherever applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India. A Report on Performance and Financial Position of the subsidiary included in the Consolidated Financial Statements is presented in a separate section in this Integrated Annual Report. Please refer (Form No. AOC-1) annexed to the Financial Statements in the Integrated Annual Report.

The standalone annual accounts of the subsidiary company and the detailed related information shall be made available to Shareholders of the Company and of its subsidiary company upon request and it shall also be made available on the website of the Company i.e. https:// www.havells.com/en/discover-havells/investor-relation/ financials/balance-sheet.html

The annual accounts of the subsidiary company shall also be kept for inspection by any shareholder in the Head Office of the Company and the office of its subsidiary company.

3. Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

Havells Holdings Limited (HHL) a wholly owned subsidiary of Havells India Limited (Havells) was incorporated in Feb 2007 in Isle of Man for the purpose of acquiring global lighting business of Sylvania. Since Havells has exited the Sylvania business and all the related obligations have been met, the entity was no longer required. Accordingly, it was decided in a meeting of shareholders held on 18^th May, 2022 that HHL be voluntarily wound-up. The due process, as applicable in Isle of Man was followed and winding up of HHL was completed on 27^th October, 2022.

Besides, there are no companies which have become or ceased to be subsidiary and/ or associate of the Company during the Financial Year 2022-23.

4. Reserves

Your Directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings''.

5. Dividend

I n line with the Dividend Policy of the Company which is available in the “Codes & Policies” section in the Investor Relations section on the website of the Company and can be accessed at https://havells.com/content/dam/ havells/Corporate Governance/Dividend policv.pdf. the Board of Directors, in its Meeting held on 19^th January, 2023, declared an interim dividend of '' 3.00/- per equity share of face value of '' 1/- each, to all the shareholders who were recorded on the register of members as on 28^th January, 2023, being the record date fixed for this purpose.

I n addition to the Interim Dividend, your Directors are pleased to recommend a Final Dividend @ '' 4.50/- per equity share of face value of '' 1/- each for the financial year 2022-23.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of '' 281.93 crores (inclusive of TDS). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Register of Members and Share Transfer books shall remain closed from 5^th June, 2023, Monday to 9^th June, 2023, Friday (both days inclusive).

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

However, in terms of the Employee Stock Purchase Schemes of the Company, which are administered by Havells Employees Welfare Trust, 2,86,307 Equity Shares of '' 1/- each, were approved for Grant on 2^nd May, 2023 and Vested (pursuant to the respective Employee Stock Purchase Plan as hereunder) to the eligible employees, which, if exercised, shall result in an equivalent no. of Equity Shares of '' 1/- each to be allotted/ transferred to the eligible employees under the respective schemes.

A summary is given below:
	No. of	No. of
	Shares	Shares
	Granted	Vested
Havells Employees Stock Purchase Plan 2014	51,376	51,376
Havells Employees Stock Purchase Scheme 2015	1,35,000	1,35,000
Havells Employees Stock Purchase Scheme 2016*	34,303	20,627*
Havells Employees Stock Purchase Scheme 20221	65,628	9,0431

* 11,424 Shares vested as 1^st tranche out of a total of 34,303 Shares granted for financial year 2022-23; 7,159 Shares vested as 2^nd tranche out of a total of 24,942 Shares granted for financial year 2021-22 and 2,044 Shares vested as 3^rd tranche out of a total of8,454 Shares granted for financial year2020-21.

7. Change in the nature of business, if any

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2023.

8. Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year

During the financial year 2022-23, no changes took place in the composition of the Board of Directors of the Company.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Rajesh Kumar Gupta (DIN: 00002842), Shri T.V Mohandas Pai (DIN: 00042167) and Shri Puneet Bhatia (DIN: 00143973), are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Shri Anil Rai Gupta (DIN: 00011892), was last re-appointed by the Shareholders of the Company in the Annual General Meeting held on 27^th July, 2019 for a period of 5 (Five) years with effect from 1^st April, 2019. His term is due to expire next year on 31^st March, 2024.

Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 3^rd May, 2023, approved the re-appointment of Shri Anil Rai Gupta, as the Chairman and Managing Director and the CEO of the Company for a period of another 5 (Five) years to take effect from 1^st April, 2024 to 31^st March, 2029. The re-appointment is subject to approval of the shareholders in the ensuing Annual General Meeting.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by ICSI are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the reappointment of Directors are also included in the Notice.

9. Number of Meetings of the Board of Directors

During the Financial Year 2022-23, the Board of Directors of the Company, met 5 (Five) times on 4^th May, 2022, 20^th July, 2022, 19^th October, 2022, 19^th January, 2023 and 25^th March, 2023.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meeting of the Independent Directors of the Company was also held on 25^th March, 2023, without the presence of Non-Independent Directors and members of the management, to review the performance of NonIndependent Directors and the Board as a whole, the

performance of the Chairperson of the Company, taking into account the views of Executive Directors, NonExecutive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

10. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Declaration by Independent Director(s) and reappointment, if any

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to continue to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.

I n the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the

Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

12. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other employees

i n adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 22^nd December, 2014, approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - 1 and forms part of this Report. The Policy is also available in the Investor Relations section, under the “Codes & Policies” tab, on the website of the Company and can be accessed at the weblink https://havells.com/content/dam/ havells/Corporate Governance/Nomination%20and%20 Remuneration%20Policv.pdf

13. Formal Annual Evaluation

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) contain provisions for the evaluation of the performance of:

(i) the Board as a whole,

(ii) the individual directors (including independent directors and Chairperson) and

(iii) various Committees of the Board.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the Company is required to disclose the manner of formal annual evaluation.

The Board evaluation exercise for financial year 2022-23 was carried out by way of internal assessments done based on a combination of detailed questionnaires and verbal discussions.

Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:

• Board composition and quality with emphasis on its size, diversity, skill set of members;

• Periodic review of Company''s management and internal control system for appropriateness and relevance;

• Board process and procedure with emphasis on the frequency of Meetings, Attendance thereof, flow of information;

• Oversight of Financial Reporting process including Internal Controls and Audit Functions;

• Engagement in Corporate Governance, ethics and compliance with the Company''s code of conduct.

The Board evaluated the performance of the Committees on the following parameters:

• Appropriateness of size and composition;

• Clarity of mandate and well-defined agenda;

• Reporting to the Board on the Committee''s activities;

• Availability of appropriate internal and external support or resources to the Committees.

Performance Evaluation of Individual Directors

The performance evaluation of the Individual Directors were carried out by the Board and other Individual Directors, considering aspects such as:

• Display of effective leadership qualities and skill;

• I mplementation of observations/ recommendations of Board Members;

• Effective and timely resolution of grievances of Board Members;

• Ability to bring convergence in case of divergent views and conflict of interest situation tabled at Board Meetings;

• Sufficient knowledge of Company strategy and objective;

• Understand their role as Director, as distinct from management;

• Adequate and productive use of knowledge and experience of the Independent Directors for the functioning of Board;

• Efforts for professional development to enable better fulfilment of their responsibilities;

• Ask questions/ critique proposals with confidence;

• Open and effective participation in Board discussions;

• Keep stakeholder interest as the touchstone in endorsing decisions.

Evaluation Outcome

The evaluation brought to the notice that there is adequate flow of information from Company to the Board and the suggestions and recommendations given by the Board are considered for follow up action. The Board Committees are well-managed and functioning excellently. The Committee meetings are held timely with thorough discussions on agenda items and excellent follow up.

The assessment exercise also brought out that all the Directors are excellently contributing in the functioning of the Board. The Chairman well balances the functioning of the Board demonstrating effective leadership. The Board has functioned well and has rigorous discussions. The Board is open and receptive and the members are fully committed to high standards and are transparent.

14. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at https://havells.com/en/discover-havells/investor-relation/ disclosures.html

15. Auditors1. Statutory Auditors

As per provisions of Section 139(1) of the Companies Act, 2013, the Company has appointed M/s Price Waterhouse & Co Chartered Accountants LLP (Registration No. 304026E/ E300009) as Statutory Auditors for a period of 5 (Five) years in the AGM of the Company held on 30^th June, 2021.

Statutory Auditors’ Report

The observations of Statutory Auditor in its reports on standalone and consolidated financials are selfexplanatory and therefore do not call for any further comments.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

2. Cost Auditors

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s Chandra Wadhwa & Co., Cost Accountants (Firm Regn. No. 000239) were appointed as the Cost Auditor of the Company for the year ending 31^st March, 2023.

The due date for filing the Cost Audit Report of the Company for the financial year ended 31^st March, 2022 was 2^nd June, 2022 and the same was filed in XBRL mode by the Cost Auditor within due date.

Disclosure on maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 (18 of 2013) for the Financial Year 2022-23.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s Balika Sharma & Associates, Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31^st March, 2023.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 2. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31^st March, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Balika Sharma & Associates, Company Secretaries, Secretarial Auditors.

16. Particulars of Loans, Guarantees or Investments under Section 186

The particulars of loans given, investments made and guarantees provided by the Company, under Section 186 of the Companies Act, 2013, as at 31^st March, 2023, are furnished in ANNEXURE - 3 and forms part of this Report.

17. Particulars of contracts or arrangements with Related Parties

The particulars of every contract and arrangement if entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE - 4 and forms part of this Report.

18. Contribution to Exchequer

The Company is regular in payment of taxes and other duties to the Government. During the year under review your Company paid '' 395.84 crores towards Corporate Income Tax as compared to '' 426.85 crores paid during the last financial year. The Company has also paid an amount of '' 3,618.55 crores on account of GST and Custom duty without any government assistance and support during financial year 2022-23 as compared to '' 2,849.67 crores paid alongwith government assistance and support of '' 1.02 crores claimed during last Financial Year.

19. Details relating to deposits covered under Chapter V of the Companies Act, 2013

The Shareholders vide their Special Resolution dated 9^th June, 2014, passed by way of Postal Ballot, have approved inviting/ accepting/ renewing deposits, in terms of the provisions of the Companies Act, 2013 making the Company eligible for the same. However, the Company has not accepted any deposits during the year under review.

20. Corporate Social Responsibility (CSR)

Havells over the years have built a culture where CSR has been deeply integrated with our business philosophy which is reflected in our business accountability and our commitment to the wellbeing of communities and society through our various environmental and social measures. This has led to targeted efforts by the organization for the communities revolving around eight strong pillars of Health and Nutrition, Education, Skill and Development, Sanitation, Environment, Heritage Conservation, Health Care and other Humanitarian Causes.

Some of the key initiatives include:

Meals Distribution (Mid-Day Meal Programme) - A

humble beginning that started with serving just 1,500 children across 5 schools increased to serving over 70,000 students across 700 schools daily in the district. This program has shown a positive impact in the lives of school children which in turn has resulted in increased attendance & enrolment and a reduction in drop-out rates in Govt. Schools wherever mid-day meals are being served. Another impact of this project has been an increase in enrolment of girl child and reduced discrimination, casteism and inequality amongst society.

Hygiene and Sanitation (Distribution of Re-usable Sanitary Napkins) - Over the past few years the Company has played a pivotal role in the areas of hygiene and sanitation. In FY 22-23, we have distributed ~2 Lakh sanitary napkins to adolescent girls. This has resulted in improved attendance, health and cognitive development, increased girls'' participation, established positive hygiene behaviour among girl students.

Societal Education and Infrastructure - Education has been one of our focus areas from Corporate Social Responsibility (CSR) standpoint. Havells association with Plaksha University as part of our CSR initiatives started in the year 2021 to make a meaningful impact in technological change and evolution. Infact now our association with Plaksha is one of the biggest from CSR contribution standpoint.

On December 17, 2022, Plaksha University celebrated its first founder day where “Havells Research Building” was inaugurated. This research building will house four cutting-edge research centres - Centre for Clean Energy & Climate, Centre for Digital Agriculture, Centre for Digital Health and Centre for Water Security.

Trees Plantation - Tree plantation has been a regular activity at Havells with the twin purpose to save endangered environment and to preserve flora and fauna. Havells has planted over 18 Lakhs trees in last 5 years in Bhopal, Madhya Pradesh and Neemrana, Rajasthan. The Survival rate of the trees is more than 85% as per the survey conducted by MPRVVN (Madhya Pradesh Rajya Van Vibhag Nigam) on account of regular monitoring, ensuring availability of water supply, involvement of local administration and Panchayat.

Further, the Company has in place CSR & ESG Committee and Policy as per the applicable laws and regulations. The disclosures on the same as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith as ANNEXURE - 5 to this Report in the prescribed format.

21. Audit Committee

As at 31^st March, 2023, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Shri Upendra Kumar Sinha, Smt. Namrata Kaul, Shri B Prasada Rao and Shri Ameet Kumar Gupta, majority of them being Independent Directors except Shri Ameet Kumar Gupta, who is a Whole-time Director. Shri Upendra Kumar Sinha, an Independent Director, is the Chairman of the Audit Committee. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

22. Enterprises Risk Management Framework Integrated Risk Management Framework

The Board of Directors of the Company has formed an Enterprises Risk Management (ERM) Committee to frame, implement and monitor the risk management plan for the Company. The Company''s Board of Directors oversees how management monitors compliance with the Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

ERM Committee oversees the Company''s risk management process and controls, reviews strategic plans and objectives for risk management, risk philosophy, risk optimisation, reviews compliance with risk management policies implemented by the Company and procedures used to implement the same. ERM Committee overviews various risk categories like Strategic risk, Compliance risk, Financial risk, Reputational risk, Operational risk & Reporting risk.

Havells Risk Management & Governance Framework is based on Internationally accepted framework. Our sustainable focus on next Generation Technology, supports an enterprise wide view of risk and their compliance, enabling more holistic approach towards productivity, efficiency and informed decision-making process, within acceptable risk appetite & culture of no surprise.

Company''s ERM Coverage includes critical risks relating to entity level, business vertical, functional & process level at all locations across the organisation. ERM Coordinator works closely with business & functional team for identification, monitoring & execution of agreed risk responses. Evaluation of Risk Maturity level & identification of the emerging business challenges are performed under the guidance of ERM Council & Leadership Council. Risk response against the identified risks (including emerging risks) are presented before ERM Committee on a half yearly basis.

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has robust internal financial controls (IFC) systems, which is in line with requirement of the Companies Act 2013, which is intended to increase transparency & accountability in an organization''s process of designing and implementing a system of internal control. The Company has a clearly defined Governance, Risk & Compliance Framework, Policies, Standard Operating Procedures (SOP), Financial & Operational Delegation of Authority (DOA). Our SAP ERP & GRC system facilitate mapping with role-based authority to business & functional team to ensure smooth conduct of their operations across the organization.

The company''s internal control systems are commensurate with the nature & size of its'' business considering both financial & non-financial controls.

The company has well established Internal audit function. Risk based audit are performed for all businesses, functions & locations (Plant, Branch, warehouse, Head office). Internal Audit plan is approved by the Audit Committee, further on a quarterly basis summary of key findings along with their root cause analysis and action taken status are presented to the Audit Committee.

Risk Control Matrix (RCM) has been prepared with respect to each Business functions and their mapping are being done with Functional Dashboard/ Compliance Management System/ GRC Process Control. The internal control system ensures compliance with all applicable laws and regulations.

Our IFC process, supports orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Our internal financial control system facilitates in optimum utilization of available resources and protect the interests of all stakeholders.

24. Details of establishment of Vigil Mechanism for Directors and Employees

The Company has established a Vigil Mechanism under the name of “Satark” for its Directors and employees to report their genuine concerns or grievances and provides for adequate safeguards against victimization of persons who use such mechanism.

Vigil Mechanism is available for all Employee(s), business associate(s) engaged with the Company, who can report any fraud, irregularity, wrongdoing and unethical behaviour. Designated team investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. Complaints received under Satark policy are even mapped to the Chairman of the Audit Committee. This Satark policy is also available on the website of the company at https://havells.com/ HavellsProductImages/HavellsIndia/pdf/About-Havells/ Investor-Relations/Codes Policies/VigilMechanism Satark%20Policv.pdf

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

26. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

27. Employee Relations

The past year the Havells family surged ahead confidently, leaving behind the experiences of the pandemic, but keeping the learning intact in term of speed and agility.

There was renewed focus on enhancing organizational capability for the future. We have created an organization wide Learning & Development (L&D) framework, to cater to the L&D needs across every level in the organization.

To illustrate, we have launched a career development center ‘Pragati’ for our frontline salespeople to become first level Managers. We have launched a management development program called ‘Unnati’, for our first level sales managers. Similar initiatives are under progress for mid and senior management. India is a young country and a sizeable future employee base, will be Gen-Z. Hence, we have a very robust program of engaging with campuses for our future young talent requirements. This is being done across functions i.e. Sales & Marketing, E-Commerce, Manufacturing, R&D, Supply Chain, Packaging, etc. From campuses we have made offers for about 212 final placements and 58 summer interns. The idea of taking interns is to give them projects and assess them for PPOs (Pre-Placement Offers) Next Year. The gender diversity in our campus offers is about 24% and overall in the Company, the gender diversity in the Gen-Z community is about 21%.

There is a focused effort on ongoing learning & development of our frontline sales, by leveraging technology, so that we can do this with ‘speed & scale''. Our internal Learning Management System (LMS) ‘Saksham'' is being further augmented to meet the emerging learning needs and enhanced learner experience (LXP).

We completed a Talent Mapping exercise, for critical roles, so that we have clear visibility of our internal talent, for meeting the organization'' future growth aspirations.

We have put together a whole new team for our Green Field Project in Sri City, through a combination of internal talent movement and lateral hires. In this plant, we are targeting to maximize gender diversity on the shop floor. Our vision is to make this a role model plant for gender diversity within the Company, by targeting close to 100% women on shop floor.

For the fourth year in succession, we are recognised among ‘the Great Place to Work 2023''. Our scores have consistently improved over the years.

At Havells, we ensure that there is full adherence to the Code of Ethics and fair business practices. Havells is an equal opportunity employer and employees are evaluated solely on the basis of their contribution and performance. We provide equal opportunity in all aspects of employment, including retirement, training, work conditions, career progression etc. Further, Havells is committed to maintaining a workplace where each employee''s privacy and personal dignity is respected and protected.

Nirbhaya

As a responsible employer, Havells has always been conscious of its duty towards prevention and control of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the POSH Act) and has in place a “Nirbhaya” policy for women employees. The Committee conducts interactive sessions, from time to time, to sensitize female employees about the provisions of the POSH Act. The Committee submits an Annual Report to the Audit Committee of the Board of Directors on the complaints received and action taken by it during the relevant financial year. During the Financial Year 2022-23, no complaint was lodged with the Internal Complaints Committee (ICC).

28. Details pursuant to Section 197(12) of the Companies Act, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ANNEXURE - 6.

29. Employees Stock Option Plans

The Company has in place 4 (Four) employee benefit schemes, namely, Havells Long Term Incentive Plan 2014 (LTIP 2014), Havells Stock Purchase Scheme 2015 (ESPS 2015), Havells Stock Purchase Scheme 2016 (ESPS 2016) and Havells Stock Purchase Scheme 2022 (ESPS 2022).

All the existing and proposed benefit schemes are administered by Havells Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee.

Promoters, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company, Employees not residing in India or Non Resident Indians (NRIs) are not eligible for the grant of options/ issue of shares under any of the Schemes.

The Company has received a certificate dated 1^st May, 2023 from the Secretarial Auditors of the Company that the Schemes have been implemented in accordance with

the applicable SEBI Guidelines and the Resolutions passed by the shareholders dated 9^th June, 2014 (further amended on 8^th July, 2022), 4^th December, 2015, 13^th July, 2016 and 8^th July, 2022 in respect of LTIP 2014, ESPS 2015, ESPS 2016 and ESPS 2022 respectively. The Certificate will be placed at the Annual General Meeting for inspection by Members. There has been no material change in any of the subsisting Schemes. Disclosures pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, in respect of LTIP 2014, ESPS 2015, ESPS 2016 and ESPS 2022 as at 31^st March, 2023 are available on the website of the Company at https://havells. com/HavellsProductImages/HavellsIndia/Content/dam/ havells/dislosure pdf/Disclosures Pursuant to SEBI Regulations 2021 as at 31st March 2023.pdf

30. Credit Ratings CARE Ratings

CARE has yet again assigned a CARE AAA [Triple A] rating to the long-term facilities of your Company during the reported Financial Year. This rating is applicable to facilities having a tenure of more than one year. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations.

CARE has also reaffirmed the CARE A1 [A One Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having a tenure upto one year. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

CARE has also reaffirmed the CARE A1 [A One Plus] rating assigned to the Commercial Paper.

The Corporate Governance practices of the Company are also rated by CareEdge Advisory Research and Training (CART) as CG2 . Grading is assigned on a six-point scale with CG 1 being the highest and CG 6 being the lowest. CART’s CG grading is a measure of overall performance of the corporate governance on a broad range of parameters such as Board Composition and Functioning, Ownership Structure, Organization Structure and MIS, Shareholder Relationship, Disclosures and Transparency, Financial Prudence and Statutory & Regulatory Compliance.

31. Global Certifications

The list of certifications in FY 22-23 for international markets are given below:-

Certifications received during the Financial Year 2022-23

• BS 7835 BS 6622 BS 7870-4.10 for 11 KV Cables & BS 6724 for 0.6/1 KV Cables

• UL 44 for Thermoset-Insulated Wires and Cables & UL 4703 for Photovoltaic Wire

• BS 7846 (F2 & F120) LV LSZH Sheathed Cable & LV FS Cables

Renewals of Certifications during the financial year 2022-23

• CB certification in accordance of IEC 60335-240:2018 in conjunction with IEC 60335 1:2010, IEC 60335-1:2010/AMD1:2013, IEC 60335-1:2010/ AMD2:2016 for Large household appliances

• KEMA/ DEKRA certifications in accordance with IEC 60898-1, IEC 60898-2, IEC 60947-3 & IEC 60947-2 for MCB''s and Isolators and IEC 61008-1 for RCCB''s.

32. Corporate Governance

The Company is committed to highest corporate governance standards by applying the best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this integrated Annual Report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of this Integrated Annual Report.

33. Environment, Health and Safety

Environment, Health and Safety (EHS) has always been an integral part of the larger ambit of Havells ESG initiatives. Havells Environment, Health & Safety (EHS) strategies are directed towards achieving the greenest and safest operations across all Manufacturing units by optimising the usage of natural resources and providing a safe and healthy workplace.

To address the broader agenda of ESG, during the year Havells had set up a board level ESG Committee led by independent director who along with other key stakeholders will pave the way forward from an ESG standpoint. In addition, Havells has formulated a corporate ESG-CFT under its ambitious Manufacturing Excellence 2.0 Programme Initiatives.

As part of our commitment towards environment, health & safety (EHS) Management, we have implemented a fully integrated EHS Management system at all our manufacturing sites, which are certified by the internationally recognised ISO 14001 & ISO 45001 Standards. The Health and Safety of employees is

paramount and Havells stand on Environment, Health and Safety of its employees is clearly outlined in Havells EHS Policy. We also regularly conduct Fire Safety Audits carried out by specialized Third-Party agencies to maintain the requirements of Fire & life Safety Protocols at our manufacturing sites. We have implemented EnMS (ISO 50001), thus achieving improved operational efficiencies.

Safety remains a top priority for Havells and we are committed to providing a safe and productive environment for our workforce and we continue to maintain best health and safety measures across all our manufacturing locations. We strive to upgrade our workforce skills levels through various learning & development programmes throughout the year. Further, at the time of induction, basic Safety trainings are given to all employees and workers at all our manufacturing sites.

Even though our Company does not fall under energy intense sector, we are still mindful of our impact on the environment and are taking progressive steps to minimise the same. Our commitments towards environment protection helps us to improve the company environment footprint examples of activities include 9MW Solar installed capacity, plantation of over 18 Lakhs trees saplings in the last five years. We are continuously exploring opportunities to increase use of recycled water & reduce water consumption across our sites, all our manufacturing plants are equipped with roof top rainwater harvesting system.

Havells was ranked 7^th in the electrical equipment section globally in Dow Jones Sustainability Index (DJSI) Assessment. Havells has been consistently ranked in the top 10 global companies for ESG performance in the electrical sector for last four years, in addition to be featured in S&P Global Sustainability Yearbook. Havells has maintained its ‘A'' rating in Morgan Stanley formulated MSCI ESG Rating. MSCI ESG methodology is formulated to evaluate a company''s resilience in the long-term and gauge companies'' exposure to ESG risks.

34. Research and Development

We continue to make good progress in R&D transformation with a focus on consumer centricity, critical technology ownership and Innovation leadership. During the financial year 2022-23, our R&D spending was '' 163.18 crores, which is 0.97% of total revenue. The key areas for the spending continue to be on people competency, process maturity and infrastructure build-up to be a world-class R&D organization.

Our state-of-the-art Customer Experience and Design (CXD) studio forms the core of understanding the social, emotional and behavioural needs of customers through design thinking and co-creation methodologies, involving

our dealers, business teams, industry thought leaders, potential customer groups and design houses around the globe. During the year, our CXD team enabled product innovations like unconventionally beautiful water heaters, LED Glamtubes and Havells studio Meditate air purifiers. All these product launches pushed the current boundaries of design providing consumers with a refreshing and aesthetically superior experience. Throughout the year, CXD won several prestigious and acclaimed products and UX design awards like the Golden pin product design award (for Freedom architectural light), the DIA Design intelligence award (for Freedom architectural light and Vogue Highbay), CII Design excellence award (for Lloyd Elante washing machine and Zella immersion rod), European product design award (for Meditate air purifier UX) and a very special India''s Best In-house design studio award.

Our Bengaluru Innovation Centre housing Centers of Excellence (CoEs) on the Internet of Things (IoT)/ Smart Products, Software Engineering, Power Electronics and Engineering Design is leading the way for our transformation to an electronic goods company and more importantly, providing the technical leadership for many of the enabling technologies required for our product segments. The key highlights in this regard include inhouse design and development of electronic controllers/ drivers for ACs and LED lights; introduction of IoT-enabled products in AC, fans, water heaters, switches, air purifiers and lights categories; and in-house IoT platform enabling our Smart Products strategy accessed by in-house developed Havells Sync app. With Havells Studio Meditate air purifier, we introduced the first successful application of OTA (Over-The-Air updates) and predictive analytics in products. Our Bengaluru Innovation Center in a short span of time has grown to 115 members and a new floor of office and lab space is added to accommodate the expansion.

The R&D center at Noida forms the basis for Havells brand promise of quality and customer value proposition. Recently, working in collaboration with our Faridabad plant, our Electrical testing/ validation lab was granted accreditation from NABL (National accreditation board of Testing & Calibration Laboratories) - a unique achievement among peer FMEG groups and adding to the tally of our state-of-art labs. We made good progress in the journey of self-sufficiency and ownership of critical technologies with many more product lines in domestic appliances localized to reduce import dependence (like hair dryers, room heaters, hand blenders, toasters, etc.); in-house manufacturing of washing machines starting with semi-auto version; and own designed, developed and manufactured Havells studio Meditate air purifier that uses a technology adapted from Space stations. Our strategic push towards leadership in Industrial Switchgear products has started to deliver now -

with the launch of our own designed, developed and manufactured Q-Tron range of circuit breakers. From the onset, the Q-Tron range is benchmarked with the global gold standards and is realized by the strong collaboration of our R&D, manufacturing and vendor ecosystem. Further, progressing our journey of digitizing product development, the use of digital twin and simulation methodologies are now being successfully deployed across most of our product categories augmenting the robustness of our designs.

Overall, we are promoting a culture and mindset of intellectual asset creation. During 2022-23, we applied 38 new patents and 213 new design registrations taking our cumulative tally to 150 and 985 respectively. Our journey of intellectual property protection has started to show results with Havells having a grant of 21 patents. As the disruption is becoming the new normal our strong resolute in R&D has helped to navigate many challenges like materials supply disruptions, cost escalations and changes in customer preferences. The wealth of knowledge and infrastructures that we have created over the last few years will stay with us and will continue to be a source of competitive advantage.

35. Transfer to Investor Education and Protection Fund(A) Transfer of Unpaid Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred '' 65,22,372 during the year to the Investor Education and Protection Fund.

These amounts were lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years after declaration of Final Dividend for FY ended 2014-15 and Interim Dividend for FY ended 2015-16.

(B) Transfer of Shares underlying Unpaid Dividend

During the Financial Year, the Share Allotment and Transfer Committee in its Meeting held on 26^th August, 2022, also transmitted 18,006 Equity shares on account of Un-claimed Dividend for FY 201415 into the DEMAT Account of the IEPF Authority. These Equity Shares were the Shares of such 30 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2014-15 had been transferred into the IEPF and who had not encashed their dividends for 7 (Seven) years.

The Share Allotment and Transfer Committee, in its Meeting held on 20^th March, 2023, also transmitted 8,447 Equity Shares of the Company into the DEMAT Account of the IEPF Authority held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These Equity Shares were the Shares of such 17 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2015-16 (Interim) had been transferred into IEPF and who had not encashed their dividends for 7 (Seven) years.

Individual reminders were sent to concerned Shareholders advising them to encash their dividend and the complete List of such Shareholders whose

Shares were due for transfer to the IEPF was also placed in the Unclaimed Dividend section of the Investor Relations Section on the website of the Company at https://havells.com/en/discover-havells/ investor-relation/unclaimed-dividend.html

With the transfer of abovesaid shares into IEPF, a total of 2,46,171 Shares of the Company (after taking into account the shares claimed back out of IEPF) were lying in the Demat A/c of the IEPF Authority, hereinabove mentioned, after considering the valid claims made therefrom.

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5 available on www.iepf.gov.in. The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purpose of transferring the shares back to the claimant as and when he approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT account. Any further dividend received on such shares shall be credited to the IEPF Fund.

36. Shares lying in unclaimed suspense account in electronic mode

As at 31^st March, 2023, total 1,72,100 Shares were lying in the Unclaimed Suspense Account in dematerialised form in the Havells India Limited Unclaimed Suspense A/c held with IDBI Bank Limited (DP). The voting rights on the said shares shall remain frozen till the rightful owner of such shares claims the shares. The rightful owner can still claim his/ her shares from the suspense account after complying with the procedure laid down in the statute regarding the same. The Company had so far transferred 2,27,100 (Two Lakhs Twenty Seven Thousand and One Hundred Only) Equity Shares into Unclaimed Share Suspense Account in terms of Regulation 39(4) read with Schedule VI to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subsequently, 57,000 Shares of '' 1/- each were transferred to the rightful owners as approved by the Share Transfer and Allotment Committee. Further, the payment of unpaid/ unclaimed dividend for the last 7 (Seven) years has also been made to the said shareholders.

37. Listing of shares

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2023-24 has already been paid to the credit of both the Stock Exchanges.

38. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - 7 and forms part of this Report.

39. Business Responsibility and Sustainability Report (BRSR)

As environmental, social and governance (ESG) issues become increasingly important for Companies, the way in which they report on these issues has also progressed. As the world becomes increasingly aware of the impact of business on society and the environment, the concept of ESG reporting warrants significant attention. Over the years Havells always believed in communicating its ESG performance in a transparent manner and in line with global standards to our stakeholders.

Last year i.e., FY 2021-22, we had published our First BRSR report of the Company ahead of the mandate. We are proud to publish our 2^nd BRSR of the Company for the year 2022-23. The BRSR would follow the format detailed in the amendment to Regulation 34(2) (f) of SEBI LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and will form a part of this Integrated Annual Report. The BRSR for Financial Year 2022-23 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India. We have further enhanced our existing strong reporting structure and mechanisms to ensure we capture reliable and accurate data for the requirements of BRSR disclosures. We will from this year also get the key BRSR indicators (aligned with GRI standards) validated as part of our sustainability assurance framework. Havells strongly believes that resilient and inclusive growth is only possible on strong pillars of environmental and social

responsibility balanced with good governance. The report is a testimony to our continuous efforts towards embracing and implementing balanced approach to ESG parameters in our business operations that are communicated to the stakeholders in addition to our annually published voluntary sustainability disclosures based on globally accepted Global Reporting Initiative (GRI) standards and six capitals-based Value Reporting Foundation''s framework on Integrated Reporting that is available on our website at www.havells.com.

We have also provided the requisite mapping of information and principles between the Sustainability disclosures and the Business Responsibility & Sustainability Report as prescribed by SEBI. The same is also available on the website www.havells.com.

40. Acknowledgements

The continued co-operation and support of its loyal customers has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, cooperation and support is helping us as a Company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in establishing the Havells brand. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

For and on behalf of Board of Directors of Havells India Limited

Anil Rai Gupta

Noida, May 3, 2023 Chairman and Managing Director

1

6,497 Shares vested as 1^st tranche out of a total of 65,628 Shares granted for financial year 2022-23; 2,546 Shares vested as 2^nd tranche out of a total of 17,733 Shares granted for financial year 2021-22.

---

Mar 31, 2022

Your Directors take pleasure in presenting the 39^th Annual Report (Integrated) on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2022.

1. Financial Summary or Highlights

The Board’s Report is prepared based on the standalone financial statements of the Company. The Company’s financial performance for the year under review alongwith previous year’s figures are given hereunder:

('' in Crores)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	13,889	10,428	13,938	10,457
Other Income	160	188	160	187
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	1,918	1,753	1,921	1,759
Less: Depreciation and amortisation expenses	261	249	261	249
Finance Cost	53	73	53	73
Profit before Tax and Exceptional Expenses	1,604	1,432	1,607	1,438
Less: Tax	409	392	410	393
Profit for the year	1,195	1,040	1,196	1,044
Other Comprehensive Income	6	(2)	6	(2)
Total comprehensive income for the year, net of tax	1,200	1,038	1,203	1,043

Encouraging performance across verticals led to a revenue growth of 33% and profit growth of 15%, however Margins were under pressure due to spiralling cost inflation. We exited the year with a positive momentum recording highest ever revenue and profits. It has been a year of revival despite transitional impact of Covid and commodity inflation.

Advertising and promotion, as planned, reverted to normalised levels against last year. Increase in expenses representative of Company’s decision to continue investment in Brand, Research & Development, IT infrastructure and other long-term growth drivers despite short term impact on the EBITDA margins.

While the inflationary environment continues to pose a challenge, however, we maintain a positive outlook on demand growth and gradual recovery of margins.

2. Brief Description of the Company’s Working During the Year/ State of Company’s Affairs

Your Company registered robust revenue growth across segments with a 21% CAGR over 2 years. The initiatives towards channel expansion are paying off with decent growth in Ecom, Rural, Enterprise business and International markets. New customers were added, broad basing demand channels. In line with the trend over past few years, growth in B2C has been outpacing B2B, however, there has been increased conversion in projects and B2B over last year.

Switchgear grew by 22% benefiting from new construction and range expansion. Efficient cost and

price management helped maintain the switchgear margins. Cable segment grew by 46%, largely contributed by higher commodity prices. Timely transmission of price increases helped maintain Cable margins.

Channel expansion and market share gains helped lighting segment to achieve 26% revenue growth with stable margins. Electrical consumer durables grew by 29% with a healthy mix of value and volume growth, however time lag in passing on the costs to the market impacted the margins.

Lloyd business reported a 34% revenue growth despite Covid striking in the peak summer season in first quarter of the year. Lloyd has undertaken channel and portfolio expansion strengthening its market position. Lloyd margins were severely impacted as hypercompetitive environment restrained adequate price increases required to compensate the cost inflation.

Encouraged by the demand environment, company continued with new product launches and dealer engagements. Manufacturing capacities were added in the water heater and air conditioner units and new setup was created for manufacturing of washing machines.

Digitisation remained high on agenda, with initiatives focusing on improving ease of doing business both for internal and external stake holders.

Prudent financial management and healthy profits helped maintain a Strong Balance sheet. Working capital reverted to normality leading to robust cash levels.

Awards and Accolades

Your Company received the following awards during the Financial Year ended 31^st March, 2022:

1. “ICSI CSR Excellence Award” under medium category in its 21^st edition of ICSI National Awards for Excellence in Corporate Governance, 2021

2. India Design Mark 2021 - Silencio mixer grinder

3. I ndia Design Mark 2021 - Puro storage electric water heater

4. India Design Mark 2021 - Endura Pearl Grand street light series

5. I ndia Design Mark 2021 - Freedom adaptable architectural light

6. CII Design Excellence Award 2021 - Freedom adaptable architectural light

7. Good Design Japan 2021 - Nu Bulb Lamp

8. Red Dot Award 2021- Vogue Highbay Light

9. Great Place to Work

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

As on 31^st March, 2022, the Company had two direct overseas subsidiaries:

1. Havells Holdings Limited based at Isle of Man.

2. Havells Guangzhou International Limited based at China.

The Consolidated Profit and Loss Account for the period ended 31^st March, 2022, includes the Profit and Loss Account for the subsidiaries for the complete Financial Year ended 31^st March, 2022. The Board of Directors of the Company has, by Resolution passed in its Meeting held on 4^th May, 2022, given consent for not attaching the Balance Sheets of the subsidiaries concerned. The Consolidated Financial Statements of the Company including all subsidiaries duly audited by the statutory auditors are presented in the Integrated Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and wherever applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India. A Report on Performance and Financial Position of each of the Subsidiaries Company included in the Consolidated Financial Statements is presented in a separate section in this Integrated Annual Report. Please refer (Form No. AOC-1) annexed to the Financial Statements in the Integrated Annual Report. The standalone annual accounts of the subsidiary companies and the detailed related information shall be made available to Shareholders of the Company and of its subsidiary companies upon request and it shall also be made available on the website of the Company i.e. https://www.havells.com/en/discover-havells/investor-relation/financials/balance-sheet.html

The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the

Head Office of the Company and the respective offices of its subsidiary companies.

Joint Venture

Your Company had formed a 50:50 joint venture in People’s Republic of China with Shanghai Yaming Lighting Co. Limited under the name of Jiangsu Havells Sylvania Lighting Co. Limited (JV). This Joint Venture Company was created with an objective to produce energy efficient lighting lamps. In Financial Year 201718, owing to the technological changes in the lighting Industry, the Company along with its JV partner had decided to close the business and liquidate the JV. Accordingly, the regular operations were fully closed in October 2017. Liquidation of the company was completed in the current financial year and the final approval for deregistration has been received on 8^th February, 2022.

The Liquidation proceeds from the JV amounting to '' 18.43 crores have been received in the month of March, 2022.

5. Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

During the financial year 2021-22 Jiangsu Havells Sylvania Lighting Co. Limited upon liquidation ceased to be a joint venture. Besides, there are no companies which have become or ceased to be subsidiary and / or associate of the company during the financial year 2021-22.

f. Reserves

Your Directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings’.

. Dividend

In line with the Dividend Policy of the Company which is available in the “Codes & Policies” section in the Investor Relations section on the website of the Company and can be accessed at https://www.havells.com/en/ discover-havells/investor-relation/codes-and-policies. html, the Board of Directors, in its Meeting held on 20^th October, 2021, declared an Interim Dividend of '' 3.00 per equity share of face value of Re. 1/- each, to all the Shareholders who were recorded on the Register of Members as on 28^th October, 2021, being the record date fixed for this purpose.

I n addition to the Interim Dividend, your Directors are pleased to recommend a Final Dividend @ '' 4.50 per equity share for the financial year 2021-22.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of '' 281.84 crores (inclusive of TDS). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Register of Members and Share Transfer books shall remain closed from 16^th June, 2022, Thursday to 21^st June, 2022, Tuesday (both days inclusive).

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Com pany to which the financial statements relate and the date of the Report No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

However, in terms of the Employee Stock Purchase Schemes of the Company, which are administered by Havells Employees Welfare Trust, 2,16,759 Equity Shares of Re. 1/- each, were approved for Grant on 4^th May, 2022 and Vested (pursuant to the respective Employees Stock Purchase Shemes as hereunder) to the eligible employees, which, if exercised, shall result in an equivalent no. of Equity Shares of Re. 1/- each to be allotted/ transferred to the eligible employees under the respective schemes.

A summary is given below:

	No of Shares	No of Shares
	Granted	Vested
Havells Employees Stock Purchase Plan 2014	41,817	41,817
Havells Employees Stock Purchase Scheme 2015	1,50,000	1,50,000
Havells Employees Stock Purchase Scheme 2016	24,942	13,534*

*8,306 Shares vested as 1^st tranche out of a total of 24,942 Shares granted for financial year 2021-22; 2,045 Shares vested as 2^nd tranche out of a total of 8,454 Shares granted for financial year 2020-21 and 3,183 Shares vested as 3^rd tranche out of a total of 13,157 Shares granted for financial year 2019-20.

7. Change in the nature of business

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2022.

8. Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year

During the financial year 2021-22, the following were appointed as Independent Directors for a First Term of 5 (Five) years as approved by the Shareholders in the last Annual General Meeting of the Company held on 30^th June, 2021.

• Smt. Namrata Kaul (DIN: 00994532)

• Shri Ashish Bharat Ram (DIN: 00671567)

During the year, Smt. Pratima Ram (DIN: 03518633) ceased to be a Director of the Company upon completion of her second term as an Independent Director, which was upto the date of the last Annual General Meeting of the Company held on 30^th June, 2021.

The Board places on record its appreciation for the valuable contributions made by Smt. Pratima Ram in all areas of Board’s functioning during her tenure as NonExecutive Independent Director on the Board.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Siddhartha Pandit (DIN: 03562264) and Shri Anil Rai Gupta (DIN: 00011892), are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their reappointment.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the re-appointment of Directors are also included in the Notice.

9. Number of Meetings of the Board of Directors

During the Financial Year 2021 -22, the Board of Directors of the Company, met 5 (Five) times on 20^th May, 2021, 21^st July, 2021, 20^th October, 2021, 20^th January, 2022 and 24^th March, 2022.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meeting of the Independent Directors of the Company was also held on 20^th January, 2022, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

10. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Declaration by Independent Director(s) and reappointment, if any

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.

I n the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

12. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other employees

i n adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 22^nd December, 2014, approved a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - 1 and forms part of this Report. The Policy is also available in the Investor Relations section, under the “Codes & Policies” tab, on the website of the Company and can be accessed at the weblink https://www.havells.com/en/ discover-havells/investor-relation/codes-and-policies. html

13. Formal Annual Evaluation

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) contain provisions for the evaluation of the performance of:

(i) the Board as a whole,

(ii) t he individual directors (including independent directors and Chairperson) and

(iii) various Committees of the Board.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the Company is required to disclose the manner of formal annual evaluation.

The Board evaluation exercise for financial year 2021-22 was carried out by way of internal assessments done based on a combination of detailed questionnaires and verbal discussions.

Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:

• Board composition and quality with emphasis on its size, skill, experience and knowledge of members;

• Periodic review of Company’s management and internal control system for appropriateness and relevance;

• Board process and procedure with emphasis on the frequency of meetings, attendance thereof, flow of information;

• Oversight of Financial Reporting process including Internal Controls and Audit Functions;

• Engagement in Corporate Governance, ethics and compliance with the Company’s code of conduct.

The Board evaluated the performance of the Committees on the following parameters:

• Appropriateness of size and composition;

• Clarity of mandate and well-defined agenda;

• Reporting to the Board on the Committee’s activities;

• Availability of appropriate internal and external support or resources to the Committees.

Performance Evaluation of Individual Directors

The performance evaluation of the Individual Directors were carried out by the Board and other Individual Directors, considering aspects such as:

• Sufficient knowledge of Company strategy and objective;

• Understand their role as Director, as distinct from management;

• Adequate and productive use of knowledge and experience of the Independent Directors for the functioning of Board;

• Efforts for professional development to enable better fulfilment of their responsibilities;

• Ask questions/ critique proposals with confidence;

• Open and effective participation in Board discussions;

• Keep stakeholder interest as the touchstone in endorsing decisions.

Performance Evaluation of Chairman

• Display of effective leadership qualities and skill;

• Implementation of observations/ recommendations of Board Members;

• Effective and timely resolution of grievances of Board Members;

• Ability to bring convergence in case of divergent views and conflict of interest situation tabled at Board Meetings;

Evaluation Outcome

The evaluation brought to notice that the sharing of information with the Board, its timeliness, the drafting of agenda notes and the content thereof as well as the drafting of the minutes were found to be satisfactory. All the Board Members were satisfied with the way the affairs of the Company were conducted.

14. Annual Return

A copy of the Extracts of the Annual Return of the Company as required under section 134(3)(a) of the Companies Act, 2013, in Form No. MGT-9, as they stood on the close of the financial year i.e. 31^st March, 2022 is furnished in ANNEXURE - 2 and forms part of this Report.

Further, a copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the Companies Act, 2013, in Form No. MGT-7, as they stood on the close of the financial year i.e. 31^st March, 2021 is uploaded on the website of the Company in the Investor Relations Section under Disclosures and can be accessed from https://havells.com/en/discover-havells/ investor-relation/disclosures.html

15. Auditors1. Statutory Auditors

As per provisions of Section 139(1) of the Companies Act, 2013, the Company appointed M/s Price Waterhouse & Co Chartered Accountants LLP (Registration No. 304026E / E300009) as Statutory Auditors for a period of 5 (Five) years in the AGM of the Company held on 30^th June, 2021.

Statutory Auditors’ Report

The observations of Statutory Auditor in its reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

2. Cost Auditors

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s Sanjay Gupta & Associates, Cost Accountants (Firm Regn. No. 000212) were appointed as the Cost Auditor of the Company for the year ending 31^st March, 2022.

The due date for filing the Cost Audit Report of the Company for the financial year ended 31^st March, 2021 was 18^th June, 2021 and the same was filed in XBRL mode by the Cost Auditor within due date.

Disclosure on maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 (18 of 2013) for the Financial Year 2021-22.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s MZ & Associates were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31^st March, 2022.

Annual Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 3. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31^st March, 2022 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s MZ & Associates, Secretarial Auditors.

6. Particulars of Loans, Guarantees or Investments under Section 186

The particulars of loans given, investments made and guarantees provided by the Company, under Section 186 of the Companies Act, 2013, as at 31^st March, 2022, are furnished in ANNEXURE - 4 and forms part of this Report.

7. Particulars of contracts or arrangements with Related Parties

The particulars of every contract and arrangement if entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies

Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE - 5 and forms part of this Report.

18. Contribution to Exchequer

The Company is regular in payment of taxes and other duties to the Government. During the year under review your Company paid '' 426.85 crores towards Corporate Income Tax as compared to '' 271.78 crores paid during the last financial year. The Company has also paid an amount of '' 2,849.67 crores on account of GST and Custom duty and claimed government assistance and support of '' 1.02 crores during financial year 2021-22 as compared to '' 2,166.38 crores paid and not claimed any government assistance and support during last Financial Year.

19. Details relating to deposits covered under Chapter V of the Companies Act, 2013

The Shareholders vide their Special Resolution dated 9^th June, 2014, passed by way of Postal Ballot, have approved inviting/ accepting/ renewing deposits, in terms of the provisions of Companies Act, 2013 making the Company eligible for the same. However, the Company has not accepted any deposits during the year under review.

20. Corporate Social Responsibility (CSR)

Social and Environmental responsibility has always been at the forefront of Havells’ operating philosophy and as a result the Company consistently contributes to socially responsible activities. Havells Corporate Social Responsibility Policy is deep rooted in the Company’s core values of quality, reliability and trust and driven by our aspiration for excellence in the overall performance of our business.

Havells CSR ethos are motivated by the belief that small steps lead to meaningful change in people’s lives “Chhote Kadam Badi Soch”.

This belief has led to targeted efforts by the organisation for the communities revolving around six strong pillars of Health and Nutrition, Education, Skill and Development, Sanitation, Environment, Heritage Conservation and other humanitarian causes. These pillars not only move hand in hand with the ones envisioned by the government but are also aligned to United Nations Sustainable Development Goals.

Being a responsible corporate citizen, our CSR initiatives are focused at delivering maximum value to the society. Company’s approach to CSR has been more than just compliance. Our social initiatives started way before CSR was mandated by the government under the Companies Act, 2013.

While at Havells CSR is carried out with the sole philosophy of giving it back to the society, this year Havells was conferred the ICSI CSR Excellence Award “Best Corporate Medium” by Institute of Company Secretaries of India recognizing the responsible work being done by the Company in the identified areas.

Some of the key initiatives include:

Meals Distribution (Mid Day Meal Programme) -

Prior to Covid times, we were serving more than 60,000 students across 693 schools every day, in Alwar district of Rajasthan under mid-day meal programme.

I n line with the local governments’ initiative of food distribution to the needy people, we distributed Dry Ration instead of cooked food to the people impacted by the pandemic. During financial year 2021-22, we distributed Dry Ration to more than 7 lakhs students in coordination with School Authorities.

Hygiene and Sanitation (Bio-toilets and distribution of Re-usable Sanitary Napkins) - The Company has been proactive in delivering its responsibility in the areas of hygiene and sanitation to the society. It is our firm belief that WASH (Water, Health and Sanitation) initiative is critical for ensuring overall development of the child. This initiative aligns with the ambitious ‘Swachh Bharat Mission’ advocated by the Government of India and with the United Nations Sustainable Development Goals. Over the last few years we have constructed more than 4,000 bio toilets. Today, not only we are funding the upkeep of these bio-toilets but also focus on another key aspect which is sensitising stakeholders on the importance of sanitation. Havells started providing reusable sanitary napkins as well as started educating the girls through workshops and during financial year 2021 -22 more than 97,000 sanitary napkins - were distributed in Alwar.

Conserving National Heritage - Your Company aims to preserve country’s rich heritage and pass it on to the future generations in the best possible condition. Keeping this in mind, your Company tied-up with Aga Khan Trust for Culture (AKTC) for contributing towards building Humayun’s Tomb Interpretation Centre. Your Company has also been contributing towards conserving the 15^th century monument of national importance “Subz Burj” situated at Nizamuddin, New Delhi. It has been conserved and restored over the last four years using traditional materials and building-craft techniques favoured by 16^th Century craftsmen.

Societal Education and Infrastructure - Your Company has partnered with Plaksha, a collective philanthropic effort to re-imagine engineering and technology education in India and the World. The tie up with Plaksha will provide financial assistance to needy students in the form of scholarship as well as creating infrastructure for the benefit of such students. With an objective to strengthen the school infrastructure, the Company recycles the waste wood across its manufacturing plants and converts them into tables and benches which are donated in the government schools in Alwar, Neemrana and Haridwar. Till date, your Company has donated over 4,000 set of table & bench benefiting over 7,000 students in the government schools.

Tree Plantation - Tree plantation has been a regular activity at Havells with the twin purpose to save endangered environment and to preserve flora and fauna. Your Company has planted over 15 lakhs trees in last 5 years in Bhopal, Madhya Pradesh and Neemrana, Rajasthan.

Further, the Company has in place CSR Committee and Policy as per the applicable laws and regulations. The disclosures on the same as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith as ANNEXURE - 6 to this Report in the prescribed format.

21. Audit Committee

As at 31^st March, 2022, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Shri Upendra Kumar Sinha, Smt. Namrata Kaul, Shri Subhash S Mundra and Shri Surjit Kumar Gupta, majority of them being Independent Directors except Shri Surjit Kumar Gupta, who is a NonIndependent Non-Executive Director. Shri Upendra Kumar Sinha, an Independent Director, is the Chairman of the Audit Committee. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

22. Enterprises Risk Management Framework

Havells Enterprises Risk Management (ERM) & Governance Framework is based on Internationally accepted framework, issued by the Committee of Sponsoring Organisations of the treadway Commission (COSO). Havells ERM framework uses the principle of the four ‘Ts’ to address the identified risk - we first attempt to treat it, either decide to tolerate it (keeping the costs and risks in mind), or we transfer it (to an area where it can be treated), or else we terminate it.

Company’s well established ERM framework, enables business to achieve sustainable, predictable and profitable growth, by first recognizing and then optimizing adverse impacts, thereby bringing predictability and efficiency of operations.

ERM is closely entrenched across all Functions and business divisions of the company and is effectively being used today to make business decision. More than a 100 meetings contributing to ~8400 Man hours of intense discussions, bear testimony to the intrinsic nature of ERM’s role within the company. ERM framework has also been refreshed in line with updated COSO Framework, which is integrated with strategy & performance.

ERM Committee of the Board, chaired by an Independent Director, reviews the progress status of top identified risks bi-annually and guides the ERM Coordinator, who works closely with business & functional team for identification, monitoring & execution of agreed risk responses. The Company has recently introduced the Risk Maturity model, which identifies and progress made against each risk as per the action plan taken for its mitigation.

The Company is continuously focusing on adopting AI/ML based technologies, Industries 4.0, Robotic, Data analytics, Enterprise resource planning (ERP), governance, risk and compliance (GRC). Adoption of next Generation Technologies help us in enhancing productivity, efficiency & decision making process across the organisation and support in achieving operating effectiveness of company’s integrated risk management framework.

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has robust internal financial controls (IFC) systems, which is in line with requirement of the Companies Act, 2013, which is intended to increase transparency & accountability in an organisation’s process of designing and implementing a system of internal control. The Company has a clearly defined Governance, Risk & Compliance Framework aligned with Policies, Standard Operating Procedures (SOP), Financial & Operational Delegation of Authority (DOA). Our SAP ERP & GRC system facilitate mapping with role based authority to business & functional team to ensure smooth conduct of their operations across the organisation.

The Company has well established Internal audit function. Risk based audit are performed for all businesses, functions & locations (Plants, Branch, warehouse, Head office). Risk Based annual Audit plan is approved by the Audit Committee, further on a quarterly basis summary of key findings along with their root cause analysis and action taken status are presented to the Audit Committee.

Risk Control Matrix (RCM) has been prepared with respect to each Business functions and their mapping are being done with Functional Dashboard/ Compliance Management System/ GRC Process Control. The internal control system ensures compliance with all applicable laws and regulations.

Our IFC process, supports orderly and efficient conduct of its business including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

24. Details of establishment of Vigil Mechanism for Directors and Employees

The Company has a very strong Whistle blower policy in place under the name “Satark”, whereby a forum is available for all Employee(s), business associate(s) engaged with the Company who can report any fraud, irregularity, wrong doing and unethical behaviour. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. Any complaint received under Satark policy are even mapped to the Chairman of the Audit Committee. This Satark policy is also available on the website of the company https://www.havells.com/en/ discover-havells/investor-relation/codes-and-policies. html

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

26. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

27. Employee Relations

Last year the Havells family emerged stronger, because we learnt from the experiences of the pandemic and were very well prepared to deal with an evolving and ambiguous situation.

The year started with a clear focus on expediting vaccination for all. We realised that the only way out of the pandemic was to ensure the safety of our people. We persuaded and facilitated vaccination through dedicated camps, reimbursements for employees. Keeping in mind that we need to handle this for a distributed work force, across plants and branches and ensure full coverage; we leveraged Digital Technology to help tracking. The Employee Self Service (ESS) App, was added with features wherein people could upload their vaccination status through uploading certificate and ensure real time tracking of vaccination status. This was followed up with regular weekly calls and mailers to ensure maximum vaccination.

The second wave created unforeseen challenges to the health and wellness of our employees and their families. We ensured that we do whatever we can to provide material and emotional support to the employees and their families. As the availability of oxygen was severely impacted due to unprecedented demand; we airlifted oxygen cylinders and distributed across our branches, plants and HO so that any employee who needed one for himself/herself or immediate family could borrow the same and return post usage. A cross functional team was created across each location/plant to monitor and facilitate the distribution and collection of these.

Despite best efforts by all concerned in case of an unfortunate demise of a company employee, we ensured the immediate family is taken care of in the near term. To facilitate the same, the Company launched two important employee welfare policies. The existing medical insurance of the deceased employee was extended to the immediate family for a term of five years. Financial support for education of upto two children was also extended for five years.

At the beginning of 2022, the management announced a wealth creation opportunity called EOP (Employee Ownership Plan) for all employees. The thought is that every employee stays in the organisation longer and strives to do beyond what is expected, so that their profession and personal growth is linked to the organisation’s growth.

Continuous Learning & Development was ensured through LMS (Learning Management System) portal ‘Saksham’. Instructor led trainings were conducted using a combination of online sessions, exercises and quizzes.

For the third year in succession, we are recognised among ‘the Great Places to Work 2022’.

At Havells, we ensure that there is full adherence to the Code of Ethics and fair business practices. Havells is an equal opportunity employer and employees are evaluated solely on the basis of their contribution and performance. We provide equal opportunity in all aspects of employment, including retirement, training, work conditions, career progression etc. Further, Havells is committed to maintaining a workplace where each employee’s privacy and personal dignity is respected and protected.

Nirbhaya

As a responsible employer, Havells has always been conscious of its duty towards prevention and control of sexual harassment at workplace. Reckoned to be a Great Place to Work® organisation, is an achievement which puts the organization amongst its global peers. As mandated by law, Havells has in place a “Nirbhaya” policy for women employees. An Internal Complaints Committee has been constituted as per the policy to provide a forum to all female personnel to lodge complaints (if any) and seek redressal. The Committee meets regularly to take note of useful tools, mobile applications, media excerpts, interactive sessions, etc., that sensitize the female employees. The Committee submits an Annual Report to the Audit Committee of the Board of Directors on the complaints received and action taken by it during the relevant financial year. During the Financial Year 2021-22, no complaint was lodged with the Internal Complaints Committee (ICC).

28. Details pursuant to Section 197(12) of the Companies Act, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ANNEXURE - 7.

29. Employees Stock Option/ Purchase Plans

The Company has in place 3 (Three) employee benefit schemes, namely, Havells Long Term Incentive Plan 2014 (LTIP 2014), Havells Stock Purchase Scheme 2015 (ESPS 2015) and Havells Stock Purchase Scheme 2016 (ESPS 2016).

Besides, with the intent to grant equity-based incentives to its eligible employees in order to inter-alia attract and retain talented employees and reward their performance, the Board upon the recommendation of Nomination and Remuneration Committee has also approved the “Havells Employees Stock Purchase Scheme 2022” and recommends the same for Shareholders approval in the forthcoming AGM, details whereof are included in the Notice of AGM.

Further, the Board upon the recommendation of Nomination and Remuneration Committee has also approved amendment to Part B - Havells Employees Stock Purchase Plan 2014 of the Havells Employees Long Term Incentive Plan 2014 and recommends the same for Shareholders approval in the forthcoming AGM, details whereof are included in the Notice of AGM.

32. Corporate Governance

The Company is committed to highest corporate governance standards by applying the best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Annual Report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of Integrated Annual Report.

33. Environment, Health and Safety

During the financial year 2022 which was still reeling under the shadow of the pandemic, Havells continued to focus on the aspects of Environment, Social and Governance (ESG) that would work towards an inclusive society, which was stronger and more resilient. For Havells, Environment, Health and Safety (EHS) is an integral part of the larger ambit of Sustainability umbrella and is fully committed to run its operations including allocation of resources using principles of sustainable deployment to curtail the impact on the environment and communities.

Our manufacturing facilities are certified with the integrated management systems such as ISO45001/ OHSAS 18001 (Occupational Health and Safety) and ISO 14001 (Environment Management System) and ISO 50001(Energy Efficiency). We are committed to providing a safe and productive environment for our workforce and we continue to maintain best health and safety measures leading to Zero occupational fatality. Adhering to the COVID-19 prevention directions, we maintained the highest level of health and safety protocols at all our plants and offices. Our approach at workplaces was strategically formulated and implemented, considering the nature of working site, employee strength, floor density and other relevant attributes, through the robust COVID-19 Standard Operating Procedures (SOPs).

Detailed directions through SOPs continued to be systematically disseminated to the workforce via workmails, Company’s intranet, displays at factory/ office sites, online trainings, etc. We also deployed Work from Home policies for our employees to maintain safe working conditions in Covid times along with ensuring vaccination of the workforce. Through the new normal, we have sustained best environmental and health & safety standards that are derived out of our Integrated Management System- Quality Energy Environment Health and Safety (IMS-QEEHS) Policy.

Despite the trying times of pandemic and stricter ESG rating methodology, Havells was ranked 7^th in the

All the existing and proposed benefit schemes are administered by Havells Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee.

Promoters, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company, Employees not residing in India or Non Resident Indians (NRIs) are not eligible for the grant of options/ issue of shares under any of the Schemes. The Company has received a certificate dated 4^th May, 2022 from the Secretarial Auditors of the Company that the Schemes have been implemented in accordance with the applicable SEBI Guidelines and the Resolutions passed by the shareholders dated 9^th June, 2014, 4^th December, 2015 and 13^th July, 2016 in respect of LTIP 2014, ESPS 2015 and ESPS 2016 respectively. The Certificate will be placed at the Annual General Meeting for inspection by Members. There has been no material change in any of the subsisting Schemes. Disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, in respect of LTIP 2014, ESPS 2015 and ESPS 2016 as at 31^st March, 2022 are available on the website of the Company at https:// www.havells.com/en/discover-havells/investor-relation/ disclosures.html

30. Credit Ratings CARE Ratings

CARE has yet again assigned a CARE AAA [Triple A] rating to the long-term facilities of your Company during the current Financial Year. This rating is applicable to facilities having a tenure of more than one year. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. CARE has also reaffirmed the CARE A1 [A One Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having a tenure upto one year. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

31. Global Certifications

The Company augmented its global certifications from its existing bucket like BASEC, KEMA, UL, TIS, and CB, for its various products to expand its reach in international arena.

The Company further obtained the following certifications during the year:

• IEC 60335-2 for different models of mixers and grinders.

• RCBO CB report upgradation as per IEC 61009-1

• RCCBs CB Report as per IEC 61008-1

• AFDDs certification as per IEC 62606

• Auto-reclosure certification as per IEC 63024

• Various MCB certifications as per IEC 60947-2

electrical equipment section globally in Dow Jones Sustainability Index (DJSI) Assessment. Havells has been consistently ranked in the top 10 global companies for ESG performance in the electrical sector for last three years, in addition to be featured in S&P Global Sustainability Yearbook.

In addition, during the year, in October 2021, Havells has been upgraded from ‘BBB’ to ‘A’ rating in Morgan Stanley formulated MSCI ESG Rating. MSCI ESG methodology is formulated to evaluate a company’s resilience in the long-term and gauge companies’ exposure to ESG risks.

With an aim to continuously strengthen our processes, we conducted various awareness sessions and events on health, safety and environmental topics, online and in field. Even though our Company does not fall under energy intense sector, we are still mindful of our impact on the environment and are taking progressive steps to minimise the same. Contributing proactively to Nation’s ambition to achieve the United Nations Sustainable Development Goals (UN-SDGs), we have mapped our activities and sustainability efforts to SDGs. In pursuit to reduce our resource footprint, some of the major initiatives includes, planting over 15 lakhs tree saplings in the last 4 years, doubling our total solar installed capacity to 9 MW from existing capacity of 5.6 MW. With our dedicated and planned efforts, we have implemented resilient strategic measures across the organisation to create sustainable and equitable progress.

34. Research and Development

We continue to make very good progress on the roadmap that we laid out for our R&D transformation few years ago.

During financial year 2021-22, our R&D spend stood at '' 110.26 crores, which is 0.79% of total revenue. The spends continued to be focused on capacity and capability building at our three core R&D centers based out of Noida HO, Noida Sector 59 and Bengaluru. Our target is to further intensify the efforts on R&D investments and expand it to ~ 2% of total revenue in coming years.

Our investments in state-of-the art Customer Experience and Design (CXD) studio forms the core of understanding social, emotional and behavioural needs of customers through design thinking and co-creation methodologies with dealers, business teams, industry thought leaders and potential customer groups. CXD focuses on discovering customer pain points and addressing them through novel and useful product designs.

The efforts of CXD studio are continuously appreciated by our customers and its further augmented by tally of acclaimed design awards. In 2021, we received the prestigious India design mark awards for Silencio mixer grinder, Freedom - adaptable architectural light, Puro storage water heater and Endura pearl grand streetlights series. NU Bulb and Vogue high bay luminaires won Good design awards Japan 2021 and Red dot award 2021 respectively. Freedom - adaptable architectural light was also awarded CII Design excellence award.

Our Bengaluru Innovation Centre launched in 2019-20 continues to drive our transformational strategy with clear focus on establishing Centers of Excellence (COEs) in Internet of things (IoT), Software, Engineering Design. and Power Electronics. These COEs are playing a pivotal role in our innovation journey and self-reliance for critical technologies while accelerating the digital journey for our products giving an unparalleled smart and connected experience to our customers. In a short span of less than two years, this center has grown to a team of 80 top-notch R&D members who are actively leveraging the Silicon Valley of India ecosystem by collaborating with technology providers, start-ups and academia.

The advanced R&D center at Noida Sector 59, continues to play a critical role in ensuring the Havells brand promise of quality and customer value proposition. With many industry leading and accredited labs under its umbrella, the R&D center ensures every product and Innovation that goes out in the market undergoes rigorous validation and testing to meet the standards of safety, reliability and customer experience till the end of lifecycle. This includes building new infrastructures for adoption of new technologies across our product range like the recent addition of anechoic test facility for understanding and regulating noise factors in appliances. Furthermore, to improve whole value chain of product development and delivery to customers, various initiatives and methodologies are driven like advance simulation to improve cycle time of development and advanced material substitution for cost reduction without compromising on product quality.

Overall, we are promoting a culture and mindset of intellectual assets creation. During 2021-22, we applied for 9 new patents and 233 new design registrations taking our cumulative tally to 112 and 781, respectively. We are extremely proud to report that our innovation efforts are getting recognised across the industry. Havells was awarded prestigious CII Top 25 Innovative company award for 2021- the only FMEG Company to qualify for this highly coveted list. Two of our flagship products - Havells Efficiencia Neo ceiling fan and Monza DX25 storage water heater, won appliance of the year NECA (National Energy Conservation) award instituted by Bureau of energy efficiency.

As the world is coming out of the pandemic, our strong resolute in R&D has helped to navigate many challenges like materials supply disruptions, cost escalations and changes in customer preferences. The wealth of knowledge and infrastructures that we have created over these couple of years will stay with us and will continue to be source of competitive advantage.

to ensure we capture reliable and accurate data for the requirements of BRSR disclosures.

Havells strongly believes that resilient and inclusive growth is only possible on strong pillars of environmental and social responsibility balanced with good governance. While setting aspirational targets and improving economic performance to ensure business sustainability, the company has been resilient to the impacts of pandemic fluctuations to a larger degree. We are committed to our focus on indigenous manufacturing to build competitive advantage. Our value creation is realised through imbibing customer centricity, innovation, good governance and inclusive human development while being conscious of our impact on the environment.

The report is a testimony to our continuous efforts towards embracing and implementing balanced approach to ESG parameters in our business operations that are communicated to the stakeholders in addition to our annually published voluntary sustainability disclosures based on globally accepted Global Reporting Initiative (GRI) standards and six capitals based Value Reporting Foundation’s framework on Integrated Reporting that is available on our website at www.havells.com.

We have also provided the requisite mapping of information and principles between the Sustainability disclosures and the Business Responsibility &

35. Transfer to Investor Education and Protection Fund(A) Transfer of Unpaid Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred '' 25,76,135 during the year to the Investor Education and Protection Fund.

These amounts were lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years after declaration of Interim Dividend and Final Dividend for financial year ended 2013-14.

(B) Transfer of Shares underlying Unpaid Dividend

During the Financial Year, the Share Allotment and Transfer Committee in its Meeting held on 28^th April, 2021, transmitted 13,079 Equity shares on account of Unclaimed Dividend for financial year 2013-14 (Interim) into the DEMAT Account of the IEPF Authority held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These Equity Shares were the Shares of such 7 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 201314 (Interim) had been transferred into the IEPF and who had not encashed their dividends for 7 years.

Further, the Share Allotment and Transfer Committee, in its meeting held on 27^th August, 2021, also transmitted 15,200 Equity Shares of the Company into the DEMAT Account of the IEPF Authority. These Equity Shares were the Shares of such 3 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2013-14 (Final) had been transferred into IEPF and who had not encashed their dividends for 7 (Seven) years.

Individual reminders were sent to concerned Shareholders advising them to encash their dividend and the complete List of such Shareholders whose Shares were due for transfer to the IEPF was also placed in the Unclaimed Dividend section of the Investor Relations Section on the website of the Company at https://www. havells.com/en/discover-havells/investor-relation/ unclaimed-dividend.html

With the transfer of abovesaid shares into IEPF, a total of 2,28,165 Shares of the Company (after taking into account the shares claimed back out of IEPF) were lying in the Demat A/c of the IEPF Authority, hereinabove mentioned, after considering the valid claims made therefrom.

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5 available on www.iepf.gov.in. The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purpose of transferring the shares back to the claimant as and when he approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares

etc., shall also be credited to such DEMAT account. Any further dividend received on such shares shall be credited to the IEPF Fund.

36. Shares lying in unclaimed suspense account in electronic mode

As at 31^st March, 2022, total 1,84,100 Shares were lying in the Unclaimed Suspense Account in dematerialised form in the Havells India Limited Unclaimed Suspense A/c held with IDBI Bank Limited (DP). The voting rights on the said shares shall remain frozen till the rightful owner of such shares claims the shares. The rightful owner can still claim his/ her shares from the suspense account after complying with the procedure laid down in the statute regarding the same. The Company had so far transferred 2,27,100 (Two Lakhs Twenty Seven Thousand and One Hundred Only) Equity Shares into Unclaimed Share Suspense Account in terms of Regulation 39(4) read with Schedule VI to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subsequently, 43,000 Shares of Re. 1/- each were transferred to the rightful owners as approved by the Share Transfer and Allotment Committee. Further, the corresponding amount of dividend against the claimed shares has already been paid/ under process of payment, to the Shareholders.

37. Listing of shares

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 202223 has already been paid to the credit of both the Stock Exchanges.

38. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - 8 and forms part of this Report.

39. Business Responsibility and Sustainability Report (BRSR)

Havells believes in communicating its ESG performance in a transparent manner and in line with global standards to our stakeholders. Continuing with this philosophy, we are now moving from Business Responsibility Report (BRR) to the newly introduced reporting requirements on ESG parameters i.e. Business Responsibility & Sustainability Report (BRSR). We are proud to publish our 1^st BRSR of the Company for the year 2021-22, ahead of the mandate. The BRSR would follow the format detailed in the amendment to Regulation 34(2)(f) of SEBI LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and will form a part of this Integrated Annual Report. The BRSR for Financial Year 2021 -22 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India. We have further enhanced our existing strong reporting structure and mechanisms

Sustainability Report as prescribed by SEBI. The same is also available on the website www.havells.com.

40. Acknowledgements

The continued co-operation and support of its loyal customers has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, co-operation and support is helping us as a company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in establishing the Havells brand. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

For and on behalf of Board of Directors of Havells India Limited

Anil Rai Gupta

Noida, May 4, 2022 Chairman and Managing Director

---

Mar 31, 2021

Your Directors take pleasure in presenting the 38^th Integrated Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2021.

1. Financial Summary or Highlights

The Board’s Report is prepared based on the standalone financial statements of the Company. The Company’s financial performance for the year under review alongwith previous year’s figures are given hereunder:

('' in Crores)
Particulars	Standalone		Consolidated
	2020-21 1	2019-20	2020-21	2019-20
Revenue from Operations	10,427.92	9,429.20	10,457.30	9,440.26
Other Income	187.82	111.98	187.36	113.41
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	1,753.08	1,139.36	1,759.14	1,142.06
Less: Depreciation and amortisation expenses	248.86	217.91	248.91	217.97
Finance Cost	72.64	19.72	72.68	19.72
Profit before Tax and Exceptional Expenses	1,431.58	901.73	1,43755	904.37
Less: Tax	391.94	168.70	393.24	168.76
Net Profit for the Year from Continuing operations	1,039.64	733.03	1,044.31	735.61
Net Profit for the Year from Discontinued Operations	-	-	-	(0.26)
Profit for the year	1,039.64	733.03	1,044.31	735.35
Other Comprehensive Income	(2.02)	(3.73)	(1.59)	(3.23)
Total comprehensive income for the year, net of tax	1,03762	729.30	1,042.72	732.12
Profit for the year attributable to:
Equity holders of the parent company	1,039.64	733.03	1,044.31	735.35
Non-controlling interest	-1	-	-	-
Total comprehensive income for the year attributable to:
Equity holders of the parent company	1,037.62	729.30	1,042.72	732.12
Non-controlling interest	- |	-	-	-

The year gone by started with an unprecedented nation-wide lockdown due to pandemic which negatively impacted the economic activities across the globe. Post relaxation of lockdown economic activities gradually started picking up from mid May 2020. Havells, backed by manufacturing strength, robust supply chain management and strong distribution network made a strong come back. The recovery was led by consumer segments of the business followed by pick up in industrial segments.

Since second half of the year, input costs have been on the rise. The Company is managing the same with constant monitoring and swift decisions in line with the market dynamics. EBIDTA margins improved YoY (15.0% in FY21 vs 10.9% in FY 20) on account of cost

optimisation and operating leverage. The finance cost increased as the Company availed bank facilities during the year to meet any unforeseen exigencies. However, as Company generated healthy cashflows, a significant part of the borrowings was repaid within same fiscal year. Effective tax rate was higher due to one-time tax reversal during FY2019-20 as Company adopted lower tax regime in FY2019-20 as announced by Finance Ministry.

Economic environment continues to remain uncertain and challenging owing to Covid and partial lockdowns across the country. However, we as an organisation remain vigilant to the ground developments with confidence and optimism to manage emerging scenarios.

2. Brief Description of the Company’s Working j During the Year/ State of Company’s Affairs

The raging pandemic is posing formidable and i unprecedented challenges across the business value i chain. Team Havells is facing the headwinds, taking | nimble footed decisions and executing them with speed | to meet the current challenges on the ground as well as remain firmly on course for long term sustainable i growth.

Our Approach

• In the beginning of FY21 when the situation i warranted, entire Company’s focus was on i employee safety, conservation of cash and allround improvement of efficiency. Most of the i non-essential OPEX and CAPEX were curtailed | and sufficient liquidity was maintained without | affecting payments to stakeholders. The plans for capex were minimized, still maintaining the | continuity of projects in hand. Cross-functional | teams (CFTs) were formed with senior leadership ! across the country focusing on different aspects i of the Company such as Manufacturing, Branch i operations, Supply chain, Go to Market etc. for i swift decision making & execution during an | unprecedented & uncertain environment.

• When the opportunity presented in H2 with pent up i demand, improved consumer sentiment and brand | preference we made a strong comeback with highly motivated teamwork across organization. The operations were taken to full scale, factories were ramped up to full capacities, supply chain strengths ensured continued availability of stocks at all levels. Consumer engagement was j augmented through digital modes, Marketing spends were amplified. Despite this being a very j challenging year, the R&D team continued to j churn out new products to entice the consumers which were launched through digital events with extensive trade participation. 4,766 new SKUs j were launched across various categories.

Operations

As we entered 2021, the outlook was uncertain j & no specific expectations for growth were set, however as the year progressed, Havells was able j to scale up and all the Business Units surpassed the 2020 base year revenue. Encouraging business performance with highest ever sales and | profitability achieved during the year.

The revenue growth was secular across divisions j and regions led by:

s Improvement in consumer sentiment as j they adopted and learned to live with Covid related challenges

s Expanding distribution footprint in Urban markets alongside treading into alternate channels such as Online and CPC/CSD canteens

s Higher rural reach, both in terms of increased penetration in smaller towns and introduction of new product lines especially developed for these markets

s Robust supply chain gave an opportunity to capitalize on the vacuum created in the market due to supply chain disruptions faced by the unorganized sector and import related challenges especially in Switchgear, Wires and Lighting

s Home improvement emerged as one of the big growth drivers for all the product offerings but more so for Electrical Consumer durables

Air conditioners spearheaded the growth in Lloyd, supported by washing machines and recently launched Refrigerators. Significant AC growth owing to perceived change in industry dynamics consequent to import prohibitions, better availability from own production and wider network coverage through regional retail chains.

Balance sheet

The speed and scale of recovery ensured that Havells at overall level improved upon last financial year performance in both volumes and profitability, despite loosing crucial initial part of the year.

Havells carries a robust Balance sheet with healthy working capital and liquidity position. Short term loan was taken to meet exigencies during lockdown but the same was fully repaid during the year. Post the payment of Interim dividend of '' 188 crores and net Capex of '' 219 crores, there is a healthy cash balance of '' 1,931 crores as at the end of the year.

Awards and Accolades

Your Company received the following awards during the Financial Year ended 31^st March, 2021:

1. 10^th CII Design Excellence Awards 2020 for Crabtree SmartH Automation Range given by India’s 30 Best Workplaces in Manufacturing

2. Received India Design Mark award for Edgelit - No dark edges Batten and Nu Bulb given by Indian Design Council

3. Gold Certification award for Green Factory Building Rating System by Indian Green

Building Council (IGBC) to Havells Wire Manufacturing Plant at Alwar, Rajasthan

4. Great Place to Work award "India’s 30 Best Workplaces in Manufacturing - 2021” given by Great Place to Work® Institute

5. Award for runner up Quality Circle Competition FY 2020-21 given to Baddi Plant, by CII (Confederation of Indian Industry)

6. Best CEO Award to CMD Shri Anil Rai Gupta by the Business Today

7. Gold Certification award for Green Factory Building Rating System by Indian Green Building Council (IGBC) to Havells AC manufacturing plant, Ghiloth

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

As on 31^st March, 2021, the Company had two direct overseas subsidiaries:

1. Havells Holdings Limited based at Isle of Man.

2. Havells Guangzhou International Limited based at China.

The Consolidated Profit and Loss Account for the period ended 31^st March, 2021, includes the Profit and Loss Account for the subsidiaries and the Joint Venture Company for the complete Financial Year ended 31^st March, 2021. The Board of Directors of the Company has, by Resolution passed in its Meeting held on 20^th May, 2021, given consent for not attaching the Balance Sheets of the subsidiaries concerned. The Consolidated Financial Statements of the Company including all subsidiaries duly audited by the statutory auditors are presented in the Integrated Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and wherever applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India. A Report on Performance and Financial Position of each of the Subsidiaries and Joint Venture Companies included in the Consolidated Financial Statement is presented in a separate section in this Integrated Annual Report. Please refer (Form No. AOC-1) annexed to the Financial Statements in the Integrated Annual Report. The standalone annual accounts of the subsidiary companies and the detailed related information shall be made available to Shareholders of the Company and of its subsidiary companies upon request and it shall also be made available on the website of the Company i.e. https://www.havells.com/en/discover-havells/investor-relation/financials/balance-sheet.html

The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the Head Office of the Company and the respective offices of its subsidiary companies.

Joint Venture

Your Company had formed a 50:50 joint venture in People’s Republic of China with Shanghai Yaming Lighting Co. Limited under the name of Jiangsu Havells Sylvania Lighting Co. Limited (JV). This Joint Venture Company was created with an objective to produce energy efficient lighting lamps. In Financial Year 201718, owing to the technological changes in the lighting Industry, the Company along with its JV partner had decided to close down the business and liquidate the JV. Accordingly, the regular operations were fully closed in October 2017. Liquidation of the company is under process.

3. Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

There are no companies which have become or ceased to be subsidiary, joint venture and / or associate of the company during the financial year 2020-21.

4. Reserves

Your Directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings’

5. Dividend

In line with the Dividend Policy of the Company which is available in the "Codes & Policies” section in the Investor Relations section on the website of the Company and can be accessed at https://www.havells. com/en/discover-havells/investor-relation/codes-and-policies.html The Board of Directors, in its Meeting held on 20^th January, 2021, declared an interim dividend of '' 3/- per equity share of face value of '' 1/- each, to all the shareholders who were recorded on the register of members as on 29^th January, 2021, being the record date fixed for this purpose.

In addition to the Interim Dividend, your Directors are pleased to recommend a Final Dividend @ '' 3.50 per equity share for the year 2020-21.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of '' 219.10 crores (inclusive of TDS). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Register of Members and Share Transfer books shall remain closed from 19^th June, 2021, Saturday to 23^rd June, 2021, Wednesday (both days inclusive).

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

However, in terms of the Employee Stock Purchase Schemes of the Company, which are administered by Havells Employees Welfare Trust, 2,86,810 Equity Shares of '' 1/- each, were approved for Grant on 20^th May, 2021 and Vested (pursuant to the respective Employee Stock Purchase Plan as hereunder) to the eligible employees, which, if exercised, shall result in an equivalent no. of Equity Shares of '' 1/- each to be allotted/ transferred to the eligible employees under the respective schemes.

A summary is given below:
	No. of Shares Granted	No. of Shares Vested
Havells Employees Stock Purchase Plan 2014	68,356	68,356
Havells Employees Stock Purchase Scheme 2015	2,10,000	2,10,000
Havells Employees Stock Purchase Scheme 2016	8,454	11,705*

*2,818 Shares vested as 1^st tranche out of a total of 8,454 \ Shares Granted for financial year 2020-21, 4,386 Shares \ vested as 2^nd tranche out of a total of 13,157 Shares Granted \ for financial year 2019-20 and 4,501 Shares vested as j 3^d tranche out of a total of 16,273 Shares Granted for financial \ year 2018-19.

7. Change in the nature of business, if any

There was no change in the nature of business of the | Company during the financial year ended 31^st March, i 2021.

8. Details of Directors or Key Managerial j Personnel including those who were appointed j or have resigned during the year

During the financial year 2020-21, the following were | appointed as Independent Directors for a First Term of 5 (Five) years as approved by the Shareholders in the | last Annual General Meeting of the Company held on | 22^nd June, 2020.

• Shri Subhash S Mundra (DIN: 00979731)

• Shri Bontha Prasada Rao (DIN: 01705080)

• Shri Vivek Mehra (DIN: 00101328)

Further, upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in its Meeting held on 20^th January, 2021, appointed Smt. Namrata Kaul (DIN: 00994532) as an Independent Director (Additional) with effect from 20^th January, 2021 and further in its Meeting held on 20^th May, 2021, appointed Shri Ashish Bharat Ram (DIN: 00671567) as an Independent Director (Additional) with effect from 20^th May, 2021. Both the Directors hold office upto the date of forthcoming AGM.

The Company has received consent in writing from both the Directors to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that they are not disqualified u/s 164(2) to act as Director. Both the persons are eligible to be appointed as Directors of the Company and their appointment requires the approval of Members at the ensuing Annual General Meeting. The Board recommends for shareholders’ approval at the forthcoming AGM, the appointment of Smt. Namrata Kaul and Shri Ashish Bharat Ram as Independent Directors for a First Term of 5 (Five) years.

During the year, Shri Vellayan Subbiah (DIN: 01138759), resigned as an Independent Director on 22^nd October, 2020.

The Board places on record its appreciation for the valuable contributions made by Shri Vellayan Subbiah in all areas of Board’s functioning during their tenure as Non-Executive Independent Director on the Board.

The Members may also note that, Shri Upendra Kumar Sinha (DIN: 00010336) and Shri Jalaj Ashwin Dani (DIN: 00019080) were appointed as Independent Directors for a 1^st term of 3 (Three) years with effect from 20^th July, 2018 (the date of AGM 2018) upto the conclusion of Annual General Meeting of the Company to be held in the calendar year 2021.

The Board upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 20^th May, 2021, has approved and recommends the same for approval by the Shareholders, the reappointment of Shri Upendra Kumar Sinha and Shri Jalaj Ashwin Dani, for a Second Term of 5 (Five) years with effect from the date of the forthcoming Annual General Meeting of the Company.

The Company has received declarations from the Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

12. Nomination and Remuneration Policy of j Directors, Key Managerial Personnel and other | employees

In adherence of Section 178(1) of the Companies i Act, 2013, the Board of Directors of the Company in i its Meeting held on 22^nd December, 2014, approved i a policy on directors’ appointment and remuneration i including criteria for determining qualifications, positive attributes, independence of a director and other matters i provided u/s 178(3), based on the recommendations i of the Nomination and Remuneration Committee. The i broad parameters covered under the Policy are - i Company Philosophy, Guiding Principles, Nomination i of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel i (Other than Managing/ Whole-time Directors), i Key-Executives and Senior Management and the i Remuneration of Other Employees. The Company’s i Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, i positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in i ANNEXURE - 1 and forms part of this Report. The i Policy is also available in the Investor Relations section, i under the "Codes & Policies” tab, on the website of the i Company and can be accessed at the weblink https:// i www.havells.com/en/discover-havells/investor-relation/ i codes-and-policies.html i

13. Formal Annual Evaluation

The Companies Act, 2013 and SEBI (Listing Obligations j and Disclosure Requirements) Regulations, 2015 j ("SEBI LODR”) contain provisions for the evaluation of the performance of:

(i) the Board as a whole,

(ii) the individual directors (including independent directors and Chairperson) and

(iii) various Committees of the Board.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees i and Individual Directors pursuant to the provisions i of the Companies Act, 2013 and Regulation 17(10) i of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the | Company is required to disclose the manner of formal annual evaluation.

Evaluation process tests whether the Board’s composition, dynamics, operations and structure are effective for the Company and its business environment, | both in the short- and long-term. The benchmarking | of standards of performance and identifying areas of improvement help decide the future trajectory. Both i inter member relations and intra committee relations

are tested to see how well the Board and Committees have performed in achieving their desired roles and responsibilities. Board, Committee and individual director evaluation parameters cover topics that elicit valuable, candid and useful feedback on board dynamics, operations, structure, performance and composition.

Performance evaluation of the Board and

Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:

• Board composition with emphasis on its size, diversity, skill set of members;

• Board processes, structure and communication

with emphasis on the frequency of meetings, attendance thereof, flow of information,

accessibility to product heads, senior management for informed decision making;

• Board responsibilities wherein disclosure of

information and other key functions of the Board like monitoring effectiveness of Company’s governance practices, ensuring integrity of

Company’s accounting and financial reporting

systems, including independent audit, adequacy of controls for risk management, compliance with statutory laws etc. were evaluated.

The Board then evaluated the performance of the Committees on the following parameters:

• appropriateness of size, delegation of power basis the complexity and operations of the organisation;

• standards of legal compliance;

• Standards of financial reporting and control;

• Reporting to the Board on the Committee’s activities;

• Major issues discussed and Recommendations made to the Board;

• Effectiveness of supporting the Board in fulfilling its responsibilities.

Performance Evaluation of Individual Directors

The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors, considering aspects such as:

• Effectiveness as Chairman, in developing and implementing the strategic vision of the Company;

• Display of effective leadership and promoting a behaviour consistent with the culture and values of the organisation;

• Contributing objectively to thoughtful and clear | discussions for decision making;

• Ability of perceiving risks for the Company;

• Demonstrating integrity, avoidance of conflict- i of-interest disclosures and upholding utmost | confidentiality of sensitive matters.

The performance evaluation of the Independent | Directors was carried out by the entire Board, other than the Independent Director concerned, taking into account parameters such as:

• ensuring that no action lead to loss of

independence;

• absolute compliance of prevention from disclosure | of confidential information, including, but not limited unpublished price sensitive information;

• support to Chairman and executive directors in j instilling appropriate culture, values and behaviour ! in the boardroom;

• Facilitating well deliberated decision making;

• Expressing clearly their assent, dissent or |

neutrality to any decision

• Updating the Company’s external environment in | which it operates;

• Facilitate the promotion of the interest of the j

Company as a whole, in situations of conflict j between management and shareholders’ ! interest etc.

Evaluation Outcome

The Board considered and discussed the inputs j

received from the Directors. Further, the Independent j Directors at a separate meeting reviewed the | performance of the Non-Independent Directors, the j Board as a whole and Chairman of the Board after taking into account the views of Executive Directors j and other Non-Executive Directors.

It was found that the Board of Directors provided j strategic leadership and contribution towards achieving the organizational objectives amidst the | current pandemic situation. It was felt that the Board j had provided appropriate support and guidance to lead the Company. The Board played a strategic role in ensuring the Company dealt with the unforeseen circumstances which could not have been provided for beforehand. The Board of Directors therefore ensured that all stakeholders were not adversely affected by the market exigencies. Individual Board Members j continued to demonstrate a strong commitment to the principles of ethics and transparency which are the cornerstones of the Company’s corporate governance framework. The Board itself and its Committees continued to function effectively.

As a strategic management exercise, the setting of long-term vision of the Company is paramount. In order to facilitate this operation, positive feedback was also received on the exclusive meeting of the Board, focused on matters including long term business strategies in different product segments, different market segments-including e-commerce strategy, export strategy, market share plans, capex etc.

14. Annual Return

A copy of the Extracts of the Annual Return of the Company as required under section 134(3)(a) of the Companies Act, 2013, in Form MGT-9, as they stood on the close of the financial year i.e. 31^st March, 2021 is furnished in ANNEXURE - 2 and forms part of this Report.

Further, a copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the Companies Act, 2013, in Form MGT-7, as they stood on the close of the financial year i.e. 31^st March, 2020 is uploaded on the website of the Company in the Investor Relations Section under Disclosures and can be accessed from https://havells.com/en/discover-havells/investor-relation/disclosures.html

15. Auditors

1. Statutory Auditors

As per provisions of Section 139(1) of the Companies Act, 2013, at the forthcoming Annual General Meeting, M/s S.R. Batliboi & Co. LLP, Chartered Accountant (Regn. No. 301003E/ E300005) are completing their 2^nd five year term as Statutory Auditors.

Upon the recommendation of the Audit Committee, the Board of Directors approves and recommends for shareholders’ approval the appointment of M/s Price Waterhouse & Co Chartered Accountants LLP (Registration No. 304026E/ E300009) for a first term of 5 (Five) years to hold office from the conclusion of this 38^th Annual General Meeting until the conclusion of the 43^rd Annual General Meeting of the Company to be held in the calendar year 2026.

Statutory Auditors’ Report

The observations of Statutory Auditor in its reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

2. Cost Auditors

As per Section 148 of the Companies Act, 2013, i the Company is required to have the audit of its i cost records conducted by a Cost Accountant in | practice.

Pursuant to the provisions of Section 141 read with Section 148 of the Companies | Act, 2013 and Rules made thereunder, M/s i Sanjay Gupta & Associates, Cost Accountants (Firm Regn. No. 000212) were appointed as the | Cost Auditor of the Company for the year ending 31^st March, 2021.

The due date for filing the Cost Audit Report of the Company for the financial year ended 31^st March, 2020 was 10^th June, 2020 and the same was filed in XBRL mode by the Cost Auditor within due date.

Disclosure on maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, j 2013 (18 of 2013) for the Financial Year 2020-21.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the | Companies Act, 2013 read with corresponding i Rules framed thereunder, M/s MZ & Associates were appointed as the Secretarial Auditors of the | Company to carry out the secretarial audit for the year ending 31^st March, 2021.

Annual Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing j Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report i given by the Secretarial Auditors in Form No. MR-3 | is annexed with this Report as ANNEXURE - 3. There are no qualifications, reservations or i adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31^st March, 2021 on compliance of i all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s MZ & Associates Secretarial Auditors and submitted to both the stock exchanges.

16. Particulars of Loans, Guarantees or | Investments under Section 186

The particulars of loans given, investments made and | guarantees provided by the Company, under Section 186 of the Companies Act, 2013, as at 31^st March, i 2021, are furnished in ANNEXURE - 4 and forms part | of this Report.

17. Particulars of contracts or arrangements with Related Parties

The particulars of every contract and arrangement if entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE - 5 and forms part of this Report.

18. Contribution to Exchequer

The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company paid '' 271.78 crores towards Corporate Income Tax as compared to '' 352.24 crores paid (including Corporate Dividend Tax) during the last financial year. The Company has also paid an amount of '' 2,166.38 crores on account of GST and Custom duty and not claimed any government assistance and support during financial year 2020-21 as compared to '' 1,991.40 crores paid and claimed a government assistance and support of '' 26.92 crores during last Financial Year.

19. Details relating to deposits covered under Chapter V of the Companies Act, 2013

The Shareholders vide their Special Resolution dated 9^th June, 2014, passed by way of Postal Ballot, have approved inviting/ accepting/ renewing deposits, in terms of the provisions of Companies Act, 2013 making the Company eligible for the same. However, the Company has not accepted any deposits during the year under review.

20. Corporate Social Responsibility (CSR)

Havells India Limited, since its inception has always believed that any organization with its roots in India owes a moral duty towards the people, environment and society in which it operates. This belief has led to targeted efforts by the organization for the communities in fields related to sanitation and hygiene, nutrition, infrastructural support, etc. Being a responsible corporate citizen, our initiatives are focused at delivering maximum value to the society, under our Corporate Social Responsibility (CSR) initiatives.

Company’s approach to CSR has been more than just compliance. Our social initiatives started way before CSR was mandated by the government under the Companies Act, 2013. We try and strike an optimum balance between long-term plans and strategies and our medium- and short-term initiatives which in turn are guided by our strong CSR policy foundation.

Our focus primarily always has been towards the core areas for example our CSR activities focusses a great deal on activities pertaining to Child welfare, where, nutrition, sanitation and education plays crucial role in shaping

their future. Our initiatives are also aligned to United | Nation’s Sustainable development goals (UN-SDGs). Our | various core areas of CSR interventions include Health ! & Nutrition, Sanitation, Education, Environment, Skill j development, Heritage conservation, Healthcare and Humanitarian causes. Some of our major initiatives are:

Meals Distribution during COVID times

To counter malnutrition, eradicate hunger and promote education, Havells started the mid-day meal program in i Alwar district in Rajasthan, way back in 2005. We started i our journey with serving just 1,500 children across 5 j schools and have over the years increased our reach to 693 schools where we are serving over 60,000 students j daily. In wake of pandemic last year, the program has j been suspended due to shutdown of schools.

However, in line with the local governments’ initiative of j food distribution to the needy people, we extended our | mid-day meal kitchen facilities to provide food to the j people impacted by the pandemic. During the year we | distributed around 3.5 lakh meals. Since the inception ! of the initiative i.e. in 2005, we have served over 90 j million meals to the students.

Hygiene and Sanitation - Bio-toilets and j distribution of Re-usable Sanitary Napkins

The Company has been proactive in delivering its j responsibility in the areas of hygiene and sanitation to the society. It is our firm belief that WaSH (Water, j Health and Sanitation) initiative is critical for ensuring overall development of the child. This initiative aligns i with the ambitious ‘Swachh Bharat Mission’ advocated j by the Government of India and with the United Nations j Sustainable Development Goal No-3 & 6.

It has been proved by various researchers across the j world that in addition to intake of nutritional food, better | sanitation and hygiene are also must for balanced | growth and development of a child. Sanitation is one ! of the most basic amenities for which awareness has j been continuously increased over the years. Our activities include development and maintenance of bio-toilets. Till last year we have constructed around i 400 bio-toilets in the government schools in Alwar, | Rajasthan. To further enhance the female health and j hygiene standards, we also distribute reusable sanitary j napkins to the girls in the government schools.

Contributing to Societal Education and | Infrastructure

Education is one of the most important elements for any nation to reap benefits of its demographic dividend. A quality school education includes well defined-course j curriculum and adequate infrastructure support to make j it effective and sustainable. Contributing to educational !

support to the society, we have been supporting Ashoka University for developing educational infrastructure facilities.

Focusing on our plan to strengthen the school infrastructure, the Company also donates tables and benches to the government schools in district Alwar and Neemrana in Rajasthan and district Haridwar in Uttarakhand, that are made from recycled waste wood pallets in plants. This innovative approach ensures dual benefit, by not only reducing wastage of wood but by also effectively uses the left-over wood in making furniture. Till date we have donated over 2,500 such sets that is benefitting over 5,000 students in the government schools.

Towards greener society

Rapid urbanisation and defragmentation of forests is having severe effects on the environment. In view of our commitment to become wood and paper neutral in coming years, the Company has undertaken large scale tree plantation exercise outside its premises. Since last 3 years, we have planted over 11 lakhs, out of which approximately 5 lakhs tree saplings were planted in the present FY i.e. 2020-21 only.

Further, the Company has existing CSR Committee and Policy as per the applicable laws and regulations. The disclosures on the same as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are annexed herewith as ANNEXURE - 6 to this Report in the prescribed format.

21. Audit Committee

As at 31^st March, 2021, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Shri Upendra Kumar Sinha, Smt. Pratima Ram, Shri Subhash S Mundra and Shri Surjit Kumar Gupta, majority of them being Independent Directors except Shri Surjit Kumar Gupta, who is a Non-Independent Non-Executive Director. Shri Upendra Kumar Sinha, an Independent Director, is the Chairman of the Audit Committee. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

22. Enterprises Risk Management Framework

The Company has robust systems for Internal Audit and Enterprise Risk assessment and mitigation. As part of the Annual Internal Audit Plan, all the locations including plants, branches, warehouses and Head Office are covered. At the start of the year Risk Assessment refresh is done basis which Risk Based Internal Audits (RBIA) are carried out. The audit plan is approved by the Audit Committee. Further, on a quarterly basis summary of key findings is presented to the Audit Committee.

With increasing globalization and unprecedented changes in business environment Companies are currently operating in VUCA (Volatility, uncertainty, complexity and ambiguity) environment. The omnipresence and growing intensity of VUCA presents roadblock and uncertainties to most company’s journey towards their objectives.

At Havells, our strong Governance and business structure, with stakeholder interest at the core, makes us cognizant of these risks and uncertainties that our business faces. The Company on a periodic basis identifies these uncertainties and after assessing them, formulates short-term and long-term action plans to mitigate any risk which could materially impact the Company’s long-term Goals and Vision.

The Company has a well-established Enterprise Risk Management Framework and process to ensure achievement of its strategic objectives. Internationally accepted framework, issued by the Committee of Sponsoring Organizations (COSO) of the treadway Commission, is considered as a self-benchmarking for Company’s Enterprise Risk Management framework.

Our sustainable focus on leveraging next generation technology, supports an enterprise-wide view of risks and compliance, enabling a more holistic approach towards informed decision making. Risks are assessed and managed at various levels with a top-down and bottom-up approach covering the enterprise, the Strategic business units, the geographies and the functions.

ERM Committee comprising of the Board Members, reviews the progress status of identified risks including emerging business challenges on a periodic basis. ERM Council works closely with all the business & functional teams for monitoring the agreed execution plan and identification of new emerging business challenges under the guidance of Top Leadership.

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has robust internal financial controls (IFC) systems, which is in line with requirement of the Companies Act, 2013, which is intended to increase transparency & accountability in an organization’s process of designing and implementing a system of internal control. Our IFC process, facilitates orderly and efficient conduct of its business including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Risk Control Matrices (RCMs) have been prepared for all Business functions along with the mapping with Functional

Dashboard/ Compliance Management System/ GRC Process Control. The internal control system ensures compliance with all applicable laws and regulations.

To ensure effective Internal Financial Controls, Company has laid down the following measures:

1. Company has defined and documented the Standard Operating Procedures (SOPs) and Delegation of Authority (DOA) which forms the basis for compliance to laid down procedures. The SOPs and DOA are refreshed on a periodic basis.

2. All regulatory compliances are monitored for all locations Pan India through a fully automated tool. Company has a "Zero Tolerance” Policy towards non-compliances.

SAP GRC (with respect to access control) has been implemented which also take care of users’ conflict relating to Segregation of Duties (SOD).

24. Details of establishment of Vigil Mechanism for Directors and Employees

The Company has established a vigil mechanism "Satark” through which employees and business associates may report unethical behaviour, wrong doing, malpractices, fraud, violation of Company’s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. Any complaint received under Satark policy are also reported to the Chairman of the Audit Committee. Satark policy of the Company is also available on the website of the Company https:// www.havells.com/en/discover-havells/investor-relation/ codes-and-policies.html

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

26. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

27. Employee Relations

This year has changed the world and the way we operate, bringing new challenges, outlook and

opportunities, but one thing that didn’t change for us | was our commitment and compassion towards our | employees and their wellbeing.

During Lockdown, when the whole country was on a | standstill and everyone was concerned about health, well-being and future of their family, our CMD - Shri i Anil Rai Gupta led from the front and addressed the j employees online on regular basis. The intent was to j reassure employees that we are all in this together and j motivate them to stay positive and see how best to | serve the customer.

To deal with COVID outbreak, we adopted a holistic j approach to spread awareness among employees through various platforms. We reassured employees i that their safety is paramount and their company is j and will do everything to safeguard their interest and j wellbeing. Our proactive measures included initiatives j like Workplace SOP & Guidelines for COVID, dedicated | Covid helpline for information sharing and support, j constant communication on our preparedness and safety procedures, health support and guidelines, suggestive measures at home, awareness session at locations involving local authorities etc. Our factories also resumed operations with strong compliance on hygiene and social distancing along with other regulatory requirements. |

During Lockdown, an initiative of SAMVAAD was j started with the help of health & wellness professional, for bringing different perspectives of life: Health, j Happiness, work-life balance and many more for i employees and their families. The series of interactive virtual sessions helped employees stay focussed and motivated during these unprecedented times and work on mental health and wellbeing. Many other initiatives like Havells Music Studio, Lockdown Engagement j Video etc. were also promoted to increase engagement level of employees.

We assessed the opportunity in changed scenario, to connect with all stakeholders through digital medium for upskilling & learning across the group and outside.

In all, over 300 sessions on MS teams were conducted | covering all our employees, trade partners and end users. Sessions included training on functional / j behavioural and technical topics in close coordination with our in-house experts from Business, CRI (R&D), j Functions and Plants. It also included knowledge i sharing sessions on new technology like IoT and other i advanced technical tools.

With social distancing becoming the new normal, | we introduced Work from Home (WFH) facility for our employees and encourage them to come to

office premise as per roster. Flexi timing and various relaxations related to age, proximity etc. were also provided, to help employees balance their home and work responsibilities suitably.

As part of our open and transparent culture, we always encourage employees to share their feedback and work upon it. Despite the challenges due to pandemic, we participated in the Great Place to Work Assessment and got certified for the second consecutive year. We have also been recognized among ‘India’s Best Workplaces in Manufacturing 2021’ - Top 30. Out of 110 organizations in the Manufacturing sector who undertook the assessment, Top 30 organizations are identified, which excel both on people practices and the feedback from their employees on creating a High Trust Culture. This recognition is evidence of solidarity and resilience of Havells family, especially in today’s scenario where our way of interactions and working is changing. It also reflects the pride and passion of our teams to achieve greater heights.

Towards our vision & focus of digital working, we have moved one step forward through digitalization of our Recruitment Process & launch of in-house e-recruitment solution. The portal facilitates the entire process of shortlisting, interviewing, approvals, offer release & acceptance digitally, along with on-boarding & e-appointment letter.

At Havells, we ensure that there is full adherence to the Code of Ethics and fair business practices. Havells is an equal opportunity employer and employees are evaluated solely on the basis of their qualification and performance. We provide equal opportunity in all aspects of employment, including retirement, training, work conditions, career progression etc. that reconfirms our commitment that equal employment opportunity is component of our growth and competitiveness. Further, Havells is committed to maintaining a workplace where each employee’s privacy and personal dignity is respected and protected from offensive or threatening behaviour including violence.

Nirbhaya

As a responsible employer, Havells has always been conscious of its duty towards prevention and control of sexual harassment at workplace. Reckoned to be a Great Place to Work® organization, is an achievement which puts the organization amongst its global peers. As mandated by law, Havells has in place the "Nirbhaya” policy for women employees. An Internal Complaints Committee has also been constituted as per the policy to provide a forum to all female personnel to lodge complaints (if any) and seek redressal. The Committee meets regularly to take note of useful tools, mobile applications, media excerpts, interactive sessions, etc., that sensitize the female employees. The Committee submits an Annual Report to the Audit Committee of the

Board of Directors on the complaints received and action taken by it during the relevant financial year. During the Financial Year 2020-21, no complaint was lodged with the Internal Complaints Committee (ICC).

28. Details pursuant to Section 197(12) of the Companies Act, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ANNEXURE - 7.

29. Employees Stock Option Plans

The Company has in place 3 (Three) employee benefit schemes, namely, Havells Long Term Incentive Plan 2014 (LTIP 2014), Havells Stock Purchase Scheme 2015 (ESPS

2015) and Havells Stock Purchase Scheme 2016 (ESPS

2016) . All these benefit schemes are administered by Havells Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee. Promoters, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company, Employees not residing in India or Non Resident Indians (NRIs) are not eligible for the grant of options/ issue of shares under any of the Schemes. The Company has received a certificate dated 20^th May, 2021 from the Auditors of the Company that the Schemes have been implemented in accordance with the applicable SEBI Guidelines and the Resolutions passed by the shareholders dated 9^th June, 2014, 4^th December, 2015 and 13^th July, 2016 in respect of LTIP 2014, ESPS 2015 and ESPS 2016 respectively. The Certificates would be available at the Annual General Meeting for inspection by Members. There has been no material change in any of the subsisting Schemes. Disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, in respect of LTIP 2014, ESPS 2015 and ESPS 2016 as at 31^st March, 2021 are available on the website of the Company at https://www.havells.com/en/discover-havells/investor-relation/disclosures.html

30. Credit Ratings CARE Ratings

CARE has yet again assigned a CARE AAA [Triple A] rating to the long-term facilities of your Company during the current Financial Year. This rating is applicable to facilities having a tenure of more than one year. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. CARE has also reaffirmed the CARE A1 [A One Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having a tenure upto one year. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

31. Global Certifications

The Company augmented its global certifications armory from its existing bucket like BASEC, KEMA, TIS, TUV Rheinland and CB, for its various products to expand its reach in international arena. The Company further obtained the following certifications during the year:

• "CB Cert. - IEC 60335-1:2010 A1:2013 A2:2016,

I EC 60335-2-80:2015” for Fan models

• "CB Cert. - IEC 60335-2-80:2015 in conjunction with IEC 60335-1:2010,” for fan models

• "SONCAP” for various Fans & Lighting models

• IEC / GSO 2115/2011 for various fans and lighting models

• LED Panels & Round Highbay - UL & DLC 5.1 for USA Market

• LED Lighting Fixtures - IEC 60598

• LED Lamps - ESMA certification

• CE & CB DEKRA Certificates on MCB 6kA

• CE & CB UL certification 7.5kA MCB

• CE & CB UL l certification MCB 10kA as per IEC 60947-2

• CE & CB Dekra Certificate on RCCB

• CE / CB certification from UL certifications as per IEC 61439-3

32. Corporate Governance

Our shareholders are at the heart of our business, with this philosophy we have grown as a global brand creating shareholders value. At the core of our growth are our ethical beliefs. Your management as steward of governance has ensured that your Company not only contributes economically but also grows sustainably. All business decisions are taken in adherence of the spirit of governance as it ensures that the core of our business built over years is kept intact. The virtues of governance generate the much-needed trust of our stakeholders. The Board reassesses its governance processes and controls to meet the stakeholders’ expectations. The strategically scheduled meetings of directors and it committees foster truly frank discussions and informed decisions. Creating harmony amongst the modern era and the core principles of the founder Chairman, Havells has portrayed to the world how good corporate governance can lead to sustained growth.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors

confirming compliance with the requirements of SEBI | (Listing Obligations and Disclosure Requirements) | Regulations, 2015 forms part of the Integrated Annual i Report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate i sections forming part of the Integrated Annual Report.

33. Environment, Health and Safety

The impact of the COVID-19 pandemic is unprecedented, | unique and perhaps unparalleled in recent human history. During the year under review, Havells has emerged stronger and more resilient in the wake of the ongoing pandemic. For us, Environment, Health and Safety (EHS) is an integral part of our larger ambit of Sustainability umbrella. Our initiatives in response to Covid-19 have been detailed in ANNEXURE - 8.

All of our manufacturing facilities are certified for j adopting best management systems such as ISO j 45001/OHSAS 18001 (Occupational Health and j

Safety) and ISO 14001 (Environment Management | system). This year also we sustained our status of Zero occupational fatality following best health and safety measures. Adhering to the COVID-19 prevention i directions, we maintained the highest level of health i and safety protocols at our all our establishments and working profiles. Our approach at workplaces was strategically formulated and implemented, considering the nature of working site, employee strength, floor density and other relevant attributes, through the robust j COVID-19 Standard Operating Procedure (SOP). Detailed directions through SOPs were systematically issued and communicated to the workforce via work- j email, employee intranet, displays at factory/office sites, j online trainings, etc. Further, we are also reimbursing | the COVID-19 Vaccination costs to our both permanent | as well as contractual employees.

Though the manufacturing activity at our different | locations were impacted during the pandemic over the entire year, but we sustained best environmental and health & safety standards and norms that are derived out of our Integrated Management System- Quality i Energy Environment Health and Safety (IMS-QEEHS) Policy. Continuing our adherence to implement industry best sustainable practices, once again we have secured our position in the globally recognized S&P global Dow Jones Sustainability Index (DJSI) | 2020, additionally acquiring entry in the reputed S&P global yearbook.

Our trainings and events on various aspects of health, safety and environmental awareness were conducted

online and in field, following stringent COVID-19 protocols. Even though our company is not being categorized as part of the major polluting industry, we are still watchful of impact on the environment due to our operations. Contributing proactively to Nation’s ambition to achieve the United Nations sustainable development goals (UN-SDGs), we have mapped our activities accordingly and have taken various steps in this direction. In pursuit to reduce our resource footprint, some of the major initiatives includes, planting over 11 lakhs tree saplings in the last 3 years, harnessing renewable solar power with a total installed capacity of 5.6 MW, sustaining on our status of net water positivity, 100% sites installed with rainwater harvesting systems etc. With our efforts we embrace the power of resilient strategic framework of our company during these tough pandemic times, which helped us to grow sustainably.

34. Research and Development

Over the last few years, we embarked upon a journey of strengthening our R&D - an initiative driven by our vision to grow Havells into a technology and engineering led organization bringing customer-centric value propositions for our end consumers. We took this strategic call to complement our strengths in products distribution and indigenized world-class manufacturing by bringing R&D within the same purview of our enhanced focus.

As a rapidly growing Fast-Moving Electrical Goods (FMEG) Company we operate in an extremely diverse product portfolio - ranging from seemingly simple products like capacitors to lighting solutions to electrical consumer durables, to large white goods to complex low-voltage switchgear products. The complexity posed by this diverse portfolio gets further compounded by rapid changes in consumer preferences/aspirations and technological advances (such as IoT, Data Analytics, AI, Machine Learning). However, our emphasis has been on addressing this complexity using technology as a common denominator across our products - leading to democratization of technology making it amenable to our vast consumer base. Despite the adversities that came along with COVID we stayed focused on our vision of being a company recognised as an early adopter of new technologies with agility to launch innovative products addressing explicit and latent needs of our customers.

With this vision, we have remained focused on our mission - investing in strengthening our in-house R&D capabilities which forms the foundation for our future. Our emphasis has always been on driving customer centricity with focus on three core pillars:

1. end-to-end (concept to end-of-useful life) responsibility for our products;

2. self-reliance for all critical technologies of our j products; and

3. technologically differentiated innovative products.

During Financial Year 2020-21, our R&D spend stood at i 96cr - marginally lower than the previous year - partly i due to the OPEX savings arising during COVID. During | FY 2019-20, we also had one-time effect of higher i CAPEX investments in our new R&D infrastructure | build-up (E1-Noida, Customer Design Studio in HO j Noida and the innovation hub in Bangalore). Our total | R&D spend stood at 0.9% of total revenue and we i continued to ramp-up our R&D infrastructure and new competencies in all our R&D locations. Our target is to further intensify our efforts towards research and development and grow it towards ~2% of our revenues | in coming years. This will clearly stand out as one of i the highest allocations amongst our competition in the | regional markets.

The Company continues to invest in world class | infrastructure and test laboratories that is driving inhouse research & development thus promoting a strong culture for open and collaborative innovation. We continued to build new competencies and | infrastructure across our three core locations:

1. Our dedicated R&D Centre located at Sector-59, j Noida,

2. Customer Experience and Design (CXD) Centre i located at our Corporate Headquarters in Noida, | and

3. The innovation hub (CRI-BLR) based out of i Bangalore that works primarily on advanced technologies and digital platforms.

Our investments in state-of-the-art Customer | Experience Design (CXD) Centre are being leveraged for directing design thinking approach into our product | development process - allowing us to co-create and i co-innovate the products along with our multiple | stakeholders including potential customers. While the efforts of the CXD team are continuously appreciated by our customers, they were also recognized by i external design agencies. We received the prestigious CII Design Excellence award for Crabtree SmartHome Automation Range. Two of our products - Edgelit Glow Batten and Nu Bulb were conferred the India j Design Mark for 2020.

Our new matrix structured organization - comprised of product development teams as verticals and technology-based Centres of Excellence (COEs) as horizontals is working out quite well.

1. The product vertical teams work in close collaboration with business marketing teams on near term innovative products, and

2. The COEs working on mid-term to long-term focused innovation ideas that we believe have the potential of being game changers. These teams have also been working on common platforms (such as loT and Cloud based connected products) and design methodologies (such as Simulations, Design for Six Sigma, Reliability, Materials and Manufacturing processes etc) that unify our product portfolio.

Our Bengaluru Innovation centre launched in 201920 continues to drive our transformational innovation strategy with clear focus on select Centres of Excellence (COEs) - IoT, Software, Engineering Design and Power Electronics. These COEs are playing a pivotal role in our innovation strategy and self-reliance for critical technologies while accelerating the digital journey for our products giving an unparalleled digital experience to our customers. In a short span of less than two years, this centre has grown to a team of 75 top-notch R&D staff who are actively leveraging the Silicon Valley of India ecosystem by collaborating with technology providers, start-ups and academia.

The Company currently holds a broad collection of intellectual property rights. This includes patent filings, copyrights, trademarks and other forms of intellectual property rights in India and select foreign countries. The Company continues to strengthen its Intellectual Property position with new 133 IPR’s during the year (includes 119 Design Registrations and 14 Patent Filings).

All around the globe, last year will stand out as a year of adversities - with COVID causing major disruptions in normal functioning of any organization. The impact was felt by R&D as well -with limited access of our lab/testing infrastructure during the duration of complete lockdown. We were also fortunate to have launched some of our specific initiatives over the past years which let our R&D activities continue with least impact of COVID. Our investments in digital tools and technologies - such as virtual product development, software engineering, digital platforms, DevOps framework for remote and secure collaborations enabled us to move many of our R&D development efforts to remote and safe environment of individual’s homes. We stayed focused and successfully delivered on our commitments to the customers. We re-affirm our commitment to all our stakeholders that R&D within Havells will be the corner-stone of our future strategy - getting closer to the consumer and creating a formidable entry barrier for the competition.

35. Transfer to investor Education and ProtectionFund(A) Transfer of Unpaid Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred '' 13,57,193 during the year to the Investor Education and Protection Fund. Further, after the close of Financial Year, the Company has also transferred '' 8,96,365 in the Investor Education and Protection Fund.

These amounts were lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years after declaration of Final Dividend for FY ended 2012-13 and Interim Dividend for FY ended 2013-14.

(B) Transfer of Shares underlying Unpaid Dividend

During the Financial Year, the Share Allotment and Transfer Committee, in its meeting held on 28^th August, 2020, transmitted 28,593 Equity Shares of the Company into the DEMAT Account of the IEPF Authority held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These Equity Shares were the Shares of such 14 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2012-13 had been transferred into IEPF and who had not encashed their dividends for 7 (Seven) years.

The Share Allotment and Transfer Committee in its Meeting held on 28^th April, 2021, also transmitted 13,079 Equity Shares on account of Un-claimed Dividend for FY 2013-14 (Interim) into the DEMAT Account of the IEPF Authority. These Equity Shares were the Shares of such 7 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2013-14 (Interim) had been transferred into the IEPF and who had not encashed their dividends for 7 years.

Individual reminders were sent to concerned Shareholders advising them to encash their dividend and the complete List of such Shareholders whose Shares were due for transfer to the IEPF was also placed in the Unclaimed Dividend section of the Investor Relations Section on the website of the Company at https://www.havells.com/en/discover-havells/ investor-relation/unclaimed-dividend.html

With the transfer of abovesaid shares into IEPF, a total of 2,18,258 Shares of the Company (after taking into account the shares claimed back out of IEPF) were lying in the Demat A/c of the IEPF

Authority, hereinabove mentioned. Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. I EPF-5 available on www.iepf.gov.in. The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purpose of transferring the shares back to the claimant as and when he approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT account. Any further dividend received on such shares shall be credited to the IEPF Fund.

36. Shares lying in unclaimed suspense account in electronic mode

As at 31^st March, 2021, total 2,10,100 Shares were lying in the Unclaimed Suspense Account in dematerialised form in the Havells India Limited Unclaimed Suspense A/c held with IDBI Bank Limited (DP). The voting rights on the said shares shall remain frozen till the rightful owner of such shares claims the shares. The rightful owner can still claim his/ her shares from the suspense account after complying with the procedure laid down in the statute regarding the same. The Company had so far transferred 2,27,100 (Two Lakhs Twenty Seven Thousand and One Hundred Only) Equity Shares into Unclaimed Share Suspense Account in terms of Regulation 39(4) read with Schedule VI to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subsequently, 17,000 Shares of '' 1/- each were transferred to the rightful owners as approved by the Share Transfer and Allotment Committee. Further, the unpaid dividend for the last 7 (Seven) years was also paid to the said shareholders.

37. Listing of shares

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2021-22 has already been paid to the credit of both the Stock Exchanges

38. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - 9 and forms part of this Report.

39. Business Responsibility Report (BRR)

Continuing the endeavour of our approach to report aspects of corporate responsibility, we are publishing 5^th Business Responsibility Report (BRR) of the company for the year 2020-21, that forms part of this Integrated Annual Report as required under Regulation 34(2(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The BRR for Financial Year 2020-21 is aligned with the nine principles of the National Voluntary Guidelines on Social, Environmental & Economic Responsibilities of Business (NVG-SEE) notified by the Ministry of Corporate Affairs, Government of India. Havells strongly believes that sustainable and inclusive growth is only possible by using the levers of environmental and social responsibility based on strong governance fundamentals. While setting aspirational targets and improving economic performance to ensure business sustainability and rapid growth, the company has been resilient to the impacts of pandemic fluctuations to a larger degree. We are committed to leverage our focus on indigenous manufacturing to build competitive advantage in achieving high shareholder returns through customer centricity, innovation, good governance and inclusive human development while being sensitive to the environment.

The report is a testimony to our continuous efforts towards embracing and implementing balanced approach to ESG parameters in our business operations that are communicated to the stakeholders in addition to our annually published voluntary sustainability report based on globally accepted Global Reporting Initiative (GRI) standards that is available at www.havells.com.

We have also provided the requisite mapping of principles between the Sustainability Report and the Business Responsibility Report as prescribed by SEBI. The same is also available on the website | www.havells.com.

| 40. Acknowledgements

The continued co-operation and support of its loyal customers has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, co-operation and support is helping us as a company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in i establishing the Havells brand. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

For and on behalf of Board of Directors of Havells India Limited

Anil Rai Gupta

I Delhi, May 20, 2021 Chairman and Managing Director

---

Mar 31, 2019

To

The Members

The Directors take pleasure in presenting their 36^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2019.

1. Financial Summary or Highlights

The Board’s Report is prepared based on the standalone financial statements of the Company. The Company’s financial performance for the year under review alongwith previous year’s figures are given hereunder:

(Rs. in Crores)

Particulars	Standalone		Consolidated
	2018-19	2017-18	2018-19	2017-18
Revenue from Operations	10,057.62	8,260.27	10,073.43	8,269.01
Other Income	127.55	116.99	128.65	117.90
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	1,319.74	1,166.28	1,313.00	1,161.30
Less: Depreciation and amortisation expenses	148.57	139.52	152.61	140.49
Finance Cost	15.91	23.97	16.25	24.83
Profit before Tax and Exceptional Expenses	1,155.26	1,002.79	1,144.14	995.98
Add: Exceptional items	-	11.91	-	(18.67)
Less: Tax	363.74	302.18	358.27	303.83
Net Profit for the Year from Continuing operations	791.52	712.52	785.87	673.48
Net Profit for the Year from Discontinued Operations	-	-	(0.33)	(12.51)
Profit for the year	791.52	712.52	785.54	660.97
Other Comprehensive Income	(4.77)	1.68	(4.77)	8.62
Total comprehensive income for the year, net of tax	786.75	714.20	780.77	669.59
Profit for the year attributable to
Equity holders of the parent company	791.52	712.52	785.98	662.37
Non-controlling interest	-	-	(0.44)	(1.40)
Total comprehensive income for the year attributable to:
Equity holders of the parent company	786.75	714.20	781.21	670.99
Non-controlling interest	-	-	(0.44)	(1.40)

The year that went by was quite eventful as all major political parties were warming up for general elections leading to slowing down of government spend. Implementation of GST, which was rolled out in 2017, was a complex exercise involving overhauling the existing systems to align with the new tax regime. Things are now stabilized. GST is a great reform as there are no hidden taxes and the complex labyrinth of taxes has been simplified. Thanks to the Input Tax credit, the cascading effect of taxes has reduced and price rise has been kept in check. However, the banking and NBFC sector also witnessed a major downsizing of their balance sheet impacting the liquidity in the trade.

The year has been encouraging for Havells, registering year on year 24% revenue growth across product verticals with market share gains and stable profits. Water Heaters, SDA (Small Domestic Appliances),

Motors and Industrial Switchgears have been trailblazers with growth >40% over last year. Water Purifier, as a new category launch, has been well accepted by trade and consumers.

The Company posted profit before exceptional items and tax (PBT) of Rs. 1,155.26 Crores in financial year 2018-19 as against Rs. 1,002.79 Crores in financial year 2017-18, a growth of 15.20% on year to year basis.

2. Brief Description of the Company’s Working During the Year/ State of Company’s Affairs

The year 2018-19 has been a year of revival despite transitional impact of GST, fluctuation in commodity prices & foreign exchange rates, hike in custom duty and liquidity shortage due to NBFC crisis. Your Company registered robust revenue growth across product verticals, gained market share and achieved stable profits. Acceptance of new product segments from trade and consumers has been motivating.

The Company continues to enhance its larger focus of optimum growth with profitability backed by numerous small steps for an overall improvement in its strength and brand salience. This is evident from the massive investment that your Company made in air conditioner manufacturing facility at Ghiloth, Rajasthan alongside the expansion of its brand shops and progressive positioning in newer channels like organized retail (MFR) and E-commerce (online). Added to this, the Company targets to create positive foot prints in the semi urban and rural markets too.

The switchgear segment experienced a reasonable market growth in both, domestic and industrial switchgears resulting from a strategic planning of focusing on government’s rural electrification and low-cost housing program. Contrarily, some of the segment’s operationally efficient products like Surge Protection Devices, PV Switchgear range, Industrial Plug and Socket and Modular Contactor have received excellent response owing to a strong and continuous investment in R&D.

Huge investments in power and infrastructure sector and implementation of GST, helped Cable business grow in revenues and margins. Government led investments in transmission and distribution segment, renewable energy, urban infrastructure especially smart cities and metro networks, digitalization as well as in telecommunication infrastructure would further propel growth momentum.

Introduction of multiple new products and buoyancy in the consumer segment led the growth in electrical consumer durable segment. The newly launched technologically superior premium fans, LED light changing water heaters, latest models under the small domestic appliances category and the much-appreciated products category of water purifiers and personal grooming were well accepted and applauded by consumers and trade partners alike.

Growth in the consumer durable industry was affected by modest summer, unseasonal rainfall and increase in import duties. Lloyd retained its focus on enhancing its reach and brand salience amidst its first air conditioner plant commencing commercial production. The latest campaign from Lloyd - ‘Khayal Rakhenge, Khush Rakhenge’ featuring Deepika Padukone and Ranveer Singh has positively impacted the brand and gained over 75 million views on various digital platforms since its launch in April this year.

Since beginning, Information Technology has played an important role in the success of the Company. Continuous investment in the cutting-edge technology and innovation has helped the organization to stay ahead in the highly competitive landscape. Various tools like Service App for consumers, Distribution Management System, Dealer Portal, Retailer App and Sales Force Automation has helped the Company delight its customers, achieve better channel partner relationship and improve engagement with employees. The investments in the artificial intelligence, natural language processing, IOT and IIOT ensures that the Company is building future ready products and services.

During the year we were awarded with India’s buzziest brand and were part of top 75 brands of the country by BrandZ. We came out with 15 advertising campaigns across 10 product categories ensuring visibility across the year. We launched focused campaign for rural areas and added regional flavour to all our campaigns. Our presence on social and digital media was also enhanced targeting younger audience. We continue to participate in various industry exhibitions from Solar to LED Lighting, IEEMA and IIID showcasing our latest product range and innovative designs.

In line with our commitment to enhancing green cover we planted over 1 lac trees each in Madhya Pradesh and Neemrana thereby developing 100 hectares of forest area. We even extended our green footprint to marketing collaterals by using bio-degradable material and energy efficient LED lights. We continue to enhance our renewable energy coverage at our plants. Today over 6% of our total energy used is from renewable sources.

Awards and Accolades

Your Company has received the following awards during the financial year ended 31^st March, 2019:

1. Mr. Anil Rai Gupta was honored with 2019 AACSB Influential Leader Award in recognition of his outstanding achievements, entrepreneurial success and his contribution towards the industry & the society.

2. Digital Marketing of the Year 2018 - Consumer Durable Category.

3. Best Digital Display Campaigns 2018 - Gold.

4. Havells Fan won Effies bronze award for 5^th Wall -Ceiling Art fan campaign in Durables category.

5. Havells - “School of Grooming campaign” was awarded “The Best Content marketing launch/ Relaunch award” by the Audacity e4m Indian Content Marketing Awards.

6. Havells got “Best Incentive program in the Middle East” award at MALT Excellence Award 2019 at Dubai for exemplary role played in the field of MICE, business & luxury travel.

7. Havells won BrandZ India rankings of the Most Valuable Indian Brands 2018. Havells has featured as a new comer at Rank #41, with a Brand Value of $1,510 Million.

8. Havells won the Gold award for Buzziest brand in the building segment by Afaqs.

9. Bhamashah Award.

10. Shiksha Vibhushan Award.

11. Indywood Award for excellence in CSR in Child health and education.

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

As on 31^st March, 2019, your Company had 9 (Nine) subsidiary companies whereby 4 (Four) entities are registered in India and remaining 5 (Five) are registered outside India. 7 (Seven) of these are direct subsidiaries and rest 2 (Two) are step-down subsidiaries.

Three direct overseas subsidiaries:

1. Havells Holdings Limited based at Isle of Man. This entity is a holding company for the 2 (Two) step-down subsidiaries of the Company viz., Havells International Limited and Havells Sylvania Illuminacion (Chile) Limited.

2. Havells Guangzhou International Limited based at China. The entity acts as a procurement and trading Company for the Group.

3. Havells Exim Limited based at Hong Kong. This entity acts as a facilitator for sourcing of material from China. The company closed its operations with effect from 31^st August, 2018. Thereafter, all the requisite procedures for closure of the entity have been completed.

Two Indirect (step-down) overseas subsidiaries:

1. Havells International Limited at Malta, as a 100% subsidiary of Havells Holdings Limited. The Company initiated process for winding up with concerned authorities on 12^th November, 2018. Thereafter, all the requisite procedures for closure of the entity have been completed.

2. Havells Sylvania Illuminacion (Chile) Limited at Chile, as a 100% subsidiary of Havells Holdings Limited. The process of winding up of the entity was initiated during the year.

Four direct domestic subsidiaries:

1. Promptec Renewable Energy Solutions Pvt. Ltd. based at Bengaluru. This entity is engaged in marketing and manufacturing of LED products including Street lighting, Office lighting and Solar lighting.

2. Standard Electrical Limited based at New Delhi.

3. Havells Global Limited based at New Delhi.

4. Lloyd Consumer Private Limited based at New Delhi.

Scheme of Amalgamation

As part of the group restructuring, during the year the Shareholders and Creditors of the Company in their Meetings held on 28^th January, 2019, approved the Scheme of Amalgamation for merger of all the 4 (Four) wholly-owned domestic subsidiaries, viz. Havells Global Limited, Standard Electrical Limited, Lloyd Consumer Private Limited and Promptec Renewable Energy Solutions Private Limited with Havells India Limited. The Hon’ble National Company Law Tribunal (“NCLT”) has fixed the next date of hearing in the matter as 3^rd June, 2019.

The Appointed Date for the Scheme of Amalgamation is 1^st April, 2018. As a result of the implementation of the aforesaid amalgamation, the four domestic subsidiaries as aforesaid will be dissolved without winding up.

The consolidated profit and loss account for the period ended 31^st March, 2019, includes the profit and loss account for the subsidiaries and the joint venture company for the complete financial year ended 31^st March, 2019.

The Board of Directors of theCompany has, by Resolution passed in its Meeting held on 29^th May, 2019, given consent for not attaching the Balance Sheets of the subsidiaries concerned.

The consolidated financial statements of the Company including all subsidiaries duly audited by the statutory auditors are presented in the Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and where applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India.

A report on performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented in a separate section in this Annual Report. Please refer (Form No. AOC-1) annexed to the financial statements in the Annual Report.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to Shareholders of the Company and its subsidiary companies upon request and it shall also be made available on the website of the Company i.e. https:// www.havells.com/en/discover-havells/investor-relation/ financials/balance-sheet.html. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the head office of the Company and the respective offices of its subsidiary companies.

Joint Venture

Your Company had formed a 50:50 joint venture in People’s Republic of China with Shanghai Yaming Lighting Co. Limited under the name of Jiangsu Havells Sylvania Lighting Co. Limited (JV). This Joint Venture Company was created with an objective to produce energy efficient lighting lamps.

I n financial year 2017-18, owing to the technological changes in the lighting Industry, the Company along with its JV partner had decided to close down the business and liquidate the JV Accordingly, the regular operations were fully closed in October 2017. Liquidation of the company is under process.

3. Names of Companies which have become or ceased to be its subsidiaries, Joint Ventures or Associate Companies during the year

During the Financial Year 2018-19, Thai Lighting Assets Company Limited, a subsidiary of Havells International Limited, was liquidated on 29^th June, 2018.

Havells USA Inc., a 100% subsidiary of Havells Holdings Limited, was dissolved on 31^st October, 2017 and after completion of necessary procedures the same ceased to be a subsidiary during the year.

During the financial year ended 31^st March, 2019, no company became a subsidiary of the Company or Joint Venture or Associate Company.

4. Reserves

Your Directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings’.

5. Dividend

I n line with the Dividend Policy of the Company which is available in the “Codes & Policies” section in the Investor section on the website of the Company and can be accessed at https://havells.com/en/aboutus/ corporate-governance.html, Your Directors are pleased to recommend a Final Dividend @ Rs. 4.50/- per equity share for the year 2018-19.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 339.32 crores (including Dividend Distribution Tax of Rs. 57.86 crores). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed from 20^th July, 2019, Saturday, to 26^th July, 2019, Friday (both days inclusive).

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

However, in terms of the Employee Stock Purchase Schemes of the Company, which are administered by Havells Employees Welfare Trust, 3,32,102 Equity Shares of Rs. 1/- each, were approved for Grant on 29^th May, 2019 and Vested (pursuant to the respective Employee Stock Purchase Plan as hereunder) to the eligible employees, which, if exercised, shall result in an equivalent no. of Equity Shares of Rs. 1/- each to be allotted/ transferred to the eligible employees under the respective schemes. A summary is given below:

	No. of shares Granted	No. of shares Vested
Havells Employees Stock Purchase Plan 2014	1,69,597	1,69,597
Havells Employees Stock Purchase Scheme 2015	1,50,000	1,50,000
Havells Employees Stock Purchase Scheme 2016	16,273	10,729*

* 5,424 Shares vested as 1st tranche out of a total of 16,273 Shares Granted for financial year 2018-19, 2,937 Shares vested as 2^nd tranche out of a total of 11,533 Shares Granted for financial year 2017-18 and 2,368 Shares vested as 3^rd tranche out of a total of 10,377 Shares Granted for financial year 2016-17

7. Change in the nature of business, if any

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2019.

8. Details of directors or key managerial personnel including those who were appointed or have resigned during the year

There was no change in the composition of the Board during the financial year 2018-19.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Anil Rai Gupta (DIN: 00011892) and Shri Rajesh Kumar Gupta (DIN: 00002842), are due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Board recommends their appointment.

Shri Anil Rai Gupta (DIN: 00011892), was last reappointed by the Shareholders of the Company in the Annual General Meeting held on 5^th July, 2013 for a period of 5 (Five) years with effect from 1^st April, 2014. His term expired on 31^st March, 2019.

Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 20^th March, 2019, approved the re-appointment of Shri Anil Rai Gupta, as the Chairman and Managing Director and the CEO of the Company for a period of another 5 (Five) years with effect from 1^st April, 2019 to 31^st March, 2024. The reappointment is subject to approval of the shareholders in General Meeting.

Further, Shri Ameet Kumar Gupta (DIN: 00002838), was last appointed as a Whole-time Director by the Shareholders of the Company in the Annual General Meeting held on 13^th July, 2015 for a period of 5 (Five) years with effect from 1^st January, 2015. Accordingly, his prevailing term will be expiring on 31^st December, 2019. The Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 29^th May, 2019, approved the reappointment of Shri Ameet Kumar Gupta, as the Wholetime Director of the Company for a period of another 5 (Five) years with effect from 1^st January, 2020 to 31^st December, 2024. The re-appointment is subject to approval of the shareholders in General Meeting.

Also, Shri Rajesh Kumar Gupta (DIN: 00002842), was last appointed as the Whole-time Director (Finance) and Group CFO by the Shareholders of the Company in the Annual General Meeting held on 13^th July, 2015 for a period of 5 (Five) years with effect from 1^st April, 2015. Accordingly, his prevailing term will be expiring on 31^st March, 2020. The Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 29^th May, 2019, approved the re-appointment of Shri Rajesh Kumar Gupta, as the Whole-time Director (Finance) and Group CFO for a period of another 5 (Five) years with effect from 1^st April, 2020 to 31^st March, 2025. The re-appointment is subject to approval of the shareholders in General Meeting.

Further, the Board of Directors upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 29^th May, 2019, and subject to the approval of members of the Company also appointed Mr Siddhartha Pandit (DIN: 03562264) as an Additional Director on the Board of Directors of the Company and also a Whole-time Director for a period of 3 (Three) years with effect from 29^th May, 2019.

The details of Directors being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the re-appointment of Directors are also included in the Notice.

9. Number of Meetings of the Board of Directors

During the financial year 2018-19, the Board of Directors of the Company, met 5 (Five) times on 11^th May, 2018, 20^th July, 2018, 17^th October, 2018, 22^nd January, 2019 and 20^th March, 2019.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 22^nd January, 2019, without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

10. Directors’ Responsibility statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) t he directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

11. Declaration by Independent Director(s) and re-appointment, if any

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. Nomination and Remuneration policy of directors, Key Managerial Personnel and other employees

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 22^nd December, 2014, approved a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are -Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. During the financial year 2018-19 the Policy was reviewed by the Board of Directors on 20^th March, 2019.

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - 1 and forms part of this Report. The Policy is also available in the Investor Relations section, under the “Codes & Policies” tab, on the website of the Company and can be accessed at the weblink https://havells.com/en/aboutus/corporate-governance.html

13. Formal Annual Evaluation

Having a formalised board evaluation gives board members an opportunity of assessing their own performance and brings out the importance of the contributions of individual directors. It is a mechanism by which the board members candidly reflect on how well the board is meeting its responsibilities.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors covering aspects like:

- Board composition (size, diversity, skill set);

- Board processes, structure and communication (frequency of meetings, attendance thereof, flow of information, accessibility to product heads, senior management for informed decision making);

- Board responsibilities (disclosure of information and other key functions like monitoring effectiveness of Company’s governance practices, ensuring integrity of Company’s accounting and financial reporting systems, including independent audit, adequacy of controls for risk management, compliance with statutory laws).

The performance of the committees was evaluated by the Board after seeking inputs from the committee members covering aspects like:

- appropriateness of size basis the complexity and operations of the organisation;

- encouraging a tone at the top that conveys basic values of ethical integrity;

- legal compliance and strong financial reporting and control;

- reports after each Meeting to the Board on the Committee’s activities;

- major issues discussed and recommendations for Board actions;

- effectively performing support functions to the Board in fulfilling its responsibilities.

Performance Evaluation of Individual Directors

The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors, considering aspects such as:

- Effectiveness as Chairman, in developing and articulating the strategic vision of the Company;

- Displays efficient leadership, displaying and promoting throughout the Company a behaviour consistent with the culture and values of the organisation;

- Contribution to discussion and debate through thoughtful and clearly stated observations and opinions;

- Creation of a performance culture that drives value creation without exposing the Company to excessive risk;

- demonstrates highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.).

The performance evaluation of the Independent Directors was carried out by the entire Board, other than the Independent Director concerned, taking into account parameters such as:

- refrain from any action that may lead to loss of independence;

- refrain from disclosing confidential information, including, unpublished price sensitive information, etc.;

- support to CMD and executive directors in instilling appropriate culture, values and behaviour in the boardroom;

- well informed about the Company and the external environment in which it operates;

- moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholders’ interest etc.

Evaluation Outcome

Based on the evaluation carried out, it was reaffirmed that the Board of Directors as a whole and each of the individual directors continued to work effectively and efficiently in fulfilling their advisory role through indepth discussion and exchange of ideas about specific topics, strategic subjects, leadership development and succession planning.

The Board is continually kept informed on the financial reporting, risk & audit, HR, marketing, legal and governance related affairs of the Company. The management had been vigilant of the expected changes notified under various statutes that need to be brought in and is working cohesively to concur and decide on the respective norms. Further, the deadlines have been well mapped in the respective departments to ensure due compliance.

The Board continues to operate through an appropriate Committee structure with 7 (Seven) Committees, namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship/ Grievance Redressal Committee, Enterprises Risk Management Committee, Corporate Social Responsibility Committee, Executive Committee and the Share Allotment and Transfer Committee. The Directors expressed their satisfaction at the overall engagement and effectiveness in the working of all the Committees of the Board.

The Directors were satisfied on the peer review conducted. The performance criteria items were assessed positively. Team spirit was considered strong, which encouraged mutual trust and open discussions among the Board members.

I t was affirmed that the Company being a conscious corporate citizen is working on both business succession planning and executive succession planning. A sustainable hierarchy and leadership are the prime focus for the planning outlay and due recognition to principles of law and management are being considered.

14. Annual Return

A copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the Companies Act, 2013, as they stood on the close of the financial year i.e. 31^st March, 2019 is furnished in ANNEXURE - 2 and forms part of this Report.

15. Auditors

1. Statutory Auditors

As per provisions of Section 139(1) of the Companies Act, 2013, the Company has appointed M/s S.R. Batliboi & Co. LLP, Chartered Accountant (Regn. No. 301003E/ E300005) as Statutory Auditors for a period of 5 (Five) years in the AGM of the Company held on 13^th July, 2016.

Statutory Auditors’ Report

The observations of Statutory Auditor in its reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.

2. Cost Auditors

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s Sanjay Gupta & Associates, Cost Accountants (Firm Regn. No. 000212) were appointed as the Cost Auditor of the Company for the year ending 31^st March, 2019.

The due date for filing the Cost Audit Report of the Company for the financial year ended 31^st March, 2018 was 9^th June, 2018 and the same was filed in XBRL mode by the Cost Auditor within due date.

Disclosure on maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 (18 of 2013) for the financial year 2018-19.

3. secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s MZ & Associates were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31^st March, 2019.

Annual secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 3. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31^st March, 2019 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s MZ & Associates Secretarial Auditors, and submitted to both the stock exchanges.

16. Particulars of Loans, Guarantees or Investments under section 186

The particulars of loans given, investments made and guarantees provided by the Company, under Section 186 of the Companies Act, 2013, as at 31st March, 2019, are furnished in ANNEXURE - 4 and form part of this Report.

17. Particulars of contracts or arrangements with Related Parties

The particulars of every contract and arrangement if entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE - 5 and form part of this Report.

18. Contribution to Exchequer

The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company paid Rs. 301.44 crores towards Corporate Income Tax (including Dividend Distribution Tax) as Compared to Rs. 295.59 Crores paid during the last financial year. The Company has also paid an amount of Rs. 2,203.14 crores on account of GST and Custom duty and claimed a government assistance and support of Rs. 50.65 Crores during financial year 2018-19 as compared to Rs.1,934.62 Crores paid and claimed a government assistance and support of Rs. 29.94 Crores during last Financial Year.

19. Details relating to deposits covered under Chapter V of the Companies Act, 2013

The Shareholders vide their Special Resolution dated 9^th June, 2014, passed by way of Postal Ballot, have approved inviting/ accepting/ renewing deposits, in terms of the provisions of Companies Act, 2013 making the Company eligible for the same. However, the Company has not accepted any deposits during the year under review.

20. Corporate Social Responsibility (CSR)

Your Company has always believed in the concept of ‘Shubh-Laabh’ that suggests doing good deeds and profits would follow. Since 2005, Havells has set out on a journey of social change dedicated to the cause of Children- the future of the country. To support this journey, the company has identified eight strong pillars of health & nutrition, sanitation, education, environment, skill development, heritage conservation, healthcare and humanitarian causes. Most of these initiatives are not only aligned with the ones envisioned by the government but also with United Nations Sustainable Development Goals.

Havells Mid-Day Meal Program

A lot of Children, especially from the economically weaker sections of the society do not even get three meals a day. The Company not only realized the consequences of not having enough - or the wrong - food cause suffering and poor health, but also slow the progress in many other areas of development like education and employment.

To counter malnutrition, eradicate hunger and promote education, Havells decided to provide mid-day meal in Alwar district in Rajasthan. A humble beginning in this direction that started with serving just 1,500 children across 5 schools has grown to serving over 60,000 students across 693 schools daily in the district. Since then there has been a constant rise in school enrolments, reduction in dropout rates, better BMI amongst children, interest in going to school and better academic performance. You would be happy to know that your Company has served close to 1 billion meals so far. The fresh, hygienic and nutritious food is prepared in the state-of-the-art kitchen in accordance with government-approved diet charts.

Ownership of the entire mid-day meal value chain from procurement of food materials to food preparation, storage and transportation to school, gives Havells complete control over the quality and hygiene of the meals. This goes in line with your Company’s philosophy of providing the best quality in all its offerings.

Sanitation

Sanitation is one of the most basic amenities but continues to be neglected in the Country. Government schools are no different. In most government schools, either there are no toilets, or they are not usable due to lack of upkeep and proper usage.

Your Company realizes that schools are a powerful agent of change for enabling and encouraging changes in the society and that WaSH (Water, Sanitation and Health) are critical for ensuring overall development of children and their families. It therefore adopted a 360 degrees approach towards sanitation.

Since 2014, your Company has built over 4,000 biotoilets in 400 government schools in the Alwar district of Rajasthan and continues to sensitize students as well as the teachers about the importance of sanitation and inculcating good hygiene habits amongst children from tender age. To further improve sanitation facilities, the Company contributed equal amount of money as given by the government for maintenance. This step perfectly amalgamates with the ambitious ‘Swachh Bharat Mission’ advocated by the Government of India and dovetails with United Nations Sustainable Development Goal No-3 & 6.

Continuing with its mission to empower adolescent girls, Havells provided reusable sanitary napkins to over 22,000 girls in the Financial Year 2018-19. This not only saves girls from various diseases due to unhygienic clothes used during menstruation but also reduces waste to landfills.

All these initiatives helped improve attendance, health and cognitive development, increased girls’ participation, established positive hygiene behaviour and offers the opportunity to introduce better WaSH practices in families and communities and addresses issues of inequity and exclusion.

Conserving Heritage

Your Company has always thought of future generations when it comes to being socially responsible. The Company realizes the need to preserve country’s rich heritage and pass it on to the future generations in the best possible condition.

Keeping this in mind, your Company tied-up with Aga Khan Trust for Culture (AKTC) for contributing towards building Humayun’s Tomb Interpretation Centre. The 10,000 sqm facility will be the largest public cultural facility built since the National Museum and is expected to receive 2 million visitors annually. Your Company has also contributed towards conserving the 15th century monument of National importance called the “Sabz Burj” situated at Nizamuddin, New Delhi. We are committed to keep contributing towards preserving our wonderful heritage.

School infrastructure

With an objective to strengthen the school infrastructure, your Company has built two classrooms for ITI in Kangra, Himachal Pradesh and has also donated tables and benches made from waste wood to needy government schools in Alwar, Neemrana and Haridwar. During the year, the Company donated over 2,000 tables and benches.

An Environment Friendly Company

Forests are important in regulating climate, sustaining communities and supporting biodiversity. Conserving nature is the best gift we can provide to our future generations. With this thought, the Company planted over one lakh trees each in Bhopal, Madhya Pradesh and Neemrana, Rajasthan. It also planted over 50,000 trees across other plant locations in Alwar, Rajasthan and Baddi, Himachal Pradesh over last few years.

Healthcare

During the year, your Company supported two children with the life-threatening blood disorder- Thalassemia. Both the kids are undergoing treatment in a specialty hospital in Jaipur. One of the kids has fully recovered and is ready to live a normal life.

Humanitarian cause

The company contributed Rs. 5 crore (Rupees Five Crors) to the Chief Minister’s Distress and Relief Fund (CMDRF) in order to support the State Government’s efforts of providing relief and rehabilitation work in the flood affected areas of the state. All the employees of Havells pledged their one day salary for the noble cause.

Further, the Board of Directors have also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.havells.com. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith as ANNEXURE - 6 to this Report in the prescribed format.

21. Audit Committee

As at 31^st March, 2019, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Shri Surender Kumar Tuteja, Shri Vijay Kumar Chopra, Smt. Pratima Ram and Shri Surjit Kumar Gupta, majority of them being Independent Directors except Shri Surjit Kumar Gupta, who is a Non-Independent NonExecutive Director. Shri Surender Kumar Tuteja, an Independent Director, is the Chairman of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

22. Enterprises Risk Management Framework

Havells is committed for global benchmarking in good Corporate Governance, which promotes the longterm interests of all stakeholders, strengthens Board, create self-accountability and helps in building trust in the Company.

A robust internal financial control system forms the backbone for our risk management and governance. Havells continues to strengthen its robust Enterprises Risk Management Framework based on the internationally accepted COSO Framework.

A structured risk management system permits the management to take calibrated risks, which provides a holistic view of the business, wherein risks are identified in a structured manner from Top down to Bottom up approach. The bottom-up approach is conducted through workshops with respective team at Branch, Factory and Corporate functions. The top-down approach enables discussion of all risks and opportunities at the management level.

The twin purpose of Enterprises Risk Management at Havells is to minimize adverse impacts and to leverage market opportunities effectively & efficiently. The objective is to sustain and enhance shortterm and long-term competitive advantage to the Company.

23. Details in respect of adequacy of internal financial controls with reference to the Financial statements

The Company has robust internal financial controls systems, which facilitates efficiency, reliability and completeness of accounting records, and timely preparation of financial statements and management information. The internal control system ensures compliance with all applicable laws and regulations, facilitates in optimum utilisation of resources and protect the Company’s assets and the interests of all its stakeholders.

The Company has a clearly defined Policies, Standard Operating Procedures (SOP), Financial & Operational Delegation of Authority (DOA) and Organisational structure for its business functions and verticals to ensure orderly and efficient conduct of its business across the organisation. Our ERP system supports in process standardization, access control to users and also to mitigate Segregation of Duties (SOD) conflicts.

Risk based internal audit is performed and root cause analysis along with action taken status is presented before the Audit Committee on a periodical interval.

Risk Control Matrix (RCM) has been prepared with respect to each Business functions and their mapping are being done with Functional Dashboard/ Compliance management system/ GRC Process Control.

24. Details of establishment of Vigil Mechanism for Directors and Employees

The Company has a very strong Whistle Blower policy under the name “Satark”, where by a forum is available for all Employee(s), business associate(s) engaged with the Company who can report any fraud, irregularity, wrong doing and unethical behaviour. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. Any complaint received under Satark policy are even mapped to the Chairman of the Audit Committee.

This Satark policy is available on the website https:// havells.com/en/aboutus/corporate-governance.html

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

26. Employee Relations

At Havells, we consider our employees as valuable asset and ensure strategic alignment of Human Resource practices with business objectives. We constantly strive to establish strong systems and processes to build capabilities, drive performance and increase employee engagement to support organizational growth.

Building a highly engaged workforce, developing internal talent, hiring leadership capabilities will continue to be our strategic imperative to support our growth plans.

In Building Leadership Capabilities, we have hired around 35 lateral talent at various leadership roles, from similar/diversified industries to support us in Business, CRI (R&D) & Manufacturing.

Our Performance Management Process and discussion at various levels has helped employees get developmental feedback. To encourage performance dialogue, a Training program covering over 400 Branch Product Heads across branches was conducted focusing on handling better performance and development discussion with the Frontline.

On Skill enhancement, 285 Frontline Sales teams have been trained on Essential Selling Skills with special focus on KAM (Key Account Management) Working. Strengthening technical capabilities within the sales team was another initiative by the Company wherein an online product training portal was introduced. Around 80% (1,800 sales employees) have gone through these modules, taken the test and got certified on various product categories.

Second batch of General Management Program that started last year was conducted at IIM-Bengaluru in which a team of 24 potential leaders had gone through a 7 days residential program which focused on developing them for larger roles.

In continuation to improvement on the GALLUP Survey conducted in 2016, a Sample Survey was conducted in Q3 2018-19 to get employee feedback to assess overall engagement levels in the Company. There has been an improvement in the “Overall Engagement” score from 3.91 to 4.09 on a scale of 5.0.

At Havells, we ensure that there is full adherence to the Code of Ethics and fair business practices. Havells is an equal opportunity employer and employees are evaluated solely on the basis of their qualification and performance. We provide equal opportunity in all aspects of employment, including retirement, training, work conditions, career progression etc. that reconfirms our commitment that equal employment opportunity is component of our growth and competitiveness. Further, Havells is committed to maintaining a workplace where each employee’s privacy and personal dignity is respected and protected from offensive or threatening behaviour including violence.

Nirbhaya

Prevention and control of sexual harassment at workplace constitutes an important part of corporate culture while aligning with international best practices and improving management processes. As part of the legal responsibility and zero tolerance towards sexual harassment at the workplace Havells has implemented the “Nirbhaya” policy for women employees and other workplace participants.

As statutorily required an Internal Complaints Committee has been constituted under the policy which provides a forum to all female personnel to lodge complaints (if any) therewith. The Committee meets at specified intervals to take note of useful tools, mobile applications, media excerpts, interactive sessions, etc. that enhance security of female employees.

The Committee submits an Annual Report to the Audit Committee of the Board of Directors of your Company on the complaints received and action taken by it during the financial year.

During the year, no complaint was lodged with the Internal Complaints Committee (ICC) formed under Nirbhaya Policy.

27. Details pursuant to Section 197(12) of the Companies Act, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - 7.

28. Employees Stock Option Plans

The Company has in place 3 (Three) employee benefit schemes, namely, Havells Long Term Incentive Plan 2014 (LTIP 2014), Havells Stock Purchase Scheme 2015 (ESPS 2015) and Havells Stock Purchase Scheme 2016 (ESPS 2016).

All these benefit schemes are administered by Havells Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee. Promoters, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company, Employees not residing in India or NonResident Indians (NRIs) are not eligible for the grant of options/ issue of shares under any of the Schemes.

The Company has received a certificate dated 29^th May, 2019 from the Auditors of the Company that the Schemes have been implemented in accordance with the applicable SEBI Guidelines and the Resolutions passed by the shareholders dated 9^th June, 2014, 4^th December, 2015 and 13^th July, 2016 in respect of LTIP 2014, ESPS 2015 and ESPS 2016 respectively. The Certificates would be placed at the Annual General Meeting for inspection by Members.

There has been no material change in any of the subsisting Schemes except for the revision in threshold of basic salary approved by the Nomination and Remuneration Committee with effect from 1^st April, 2019, as a criteria for determining eligible employees under the LTIP 2014. Disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, in respect of LTIP 2014, ESPS 2015 and ESPS 2016 as at 31^st March, 2019 are available on the website of the Company at https://www.havells.com/en/discover-havells/investor-relation/disclosures.html.

29. Credit Ratings CARE Ratings

- Corporate Governance Rating

Havells has in its endeavour to reinforce and test its commitment for Corporate Governance opted to go for a Corporate Governance Rating from CARE. For a third year in a row, CARE has re-affirmed CARE CGR 2 [Two Plus] Rating to the Corporate Governance practices of the Company. The Corporate Governance Rating reflects the Company’s transparent ownership structure, qualified and experienced Board of Directors, satisfactory functioning of various Committees of the Board, presence of prudent risk management policies and elaborate internal audit function. Furthermore, the rating derives comfort from elaborate communications and disclosures to shareholders, effective financial management and the Company’s compliance with statutory and regulatory requirements.

- CARE has yet again assigned an AAA [Triple A] rating to the long-term facilities of your Company during the current Financial Year. This rating is applicable to facilities having a tenure of more than one year. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations.

- CARE has also reaffirmed the CARE A1 [A One Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having a tenure upto one year. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

30. Global Certifications

The Company augmented its global certifications armory from its existing bucket like BASEC, KEMA, TIS, TUV Rheinland and CB, for its various products to expand its reach in international arena.

The Company further obtained the following certifications during the year 2018-19:

- IEC 60598 for LED Lighting products;

- CB / ROHS certification for LED Lamps;

- ESMA & ECAS for Middle East for LED Lamps;

- KEMA for Offload Changeovers;

- Dual certification for (EURO 2 Breakers);

- KEMA for MCCB (HIM Series);

- UL for Wires;

- KEMA certification for MC (WIP stage).

31. Corporate Governance

Your Company has transformed over the years as a global brand not only commercially but also ethically. Corporate Governance is all about faith and faith leads to long term relationship with stakeholder like our Bankers, Customers to name a few.

The contribution that the culture of governance has on a Company is evident from our growth trajectory. From indigenous products to creating synergy with another trusted brand like Lloyds, reinforces the strong credentials that your Company has earned over the years. The goodwill that your Company demands in the global market has been greatly reinforced by the transparency it strongly believes in.

It may also be emphasized that the recent changes in the corporate governance landscape in India has ushered a new revolution. Your Company has been on the forefront in adopting such changes and creating a sustainable environment. The changes in law are integrated in our operations so that compliance is in true spirit.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Annual Report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of Annual Report.

32. Environment, Health and Safety

Your Company is committed to providing a safe working environment to all employees and protecting the nature in which it operates. Our leadership has an unswerving belief that no task or business objective can take priority over health and safety of our employees. We have incorporated globally acknowledged frameworks such as IIRC (International Integrated Reporting Council) framework, GRI standards, and UNGC principles for measuring, monitoring and reporting our Sustainability initiatives. Abiding by these frameworks helps us in maintaining high standards and strict compliance of Environment, Health and Safety parameters.

Our debut participation in Dow Jones Sustainability Index, in which we were ranked 7^th globally in Electrical Components & Equipment Category and have scored 96 in both Environmental Reporting and Occupational Health & Safety section is a testimony to our commitment towards environment, health and safety of our employees.

We have had an excellent track record over the years with no fatalities or major injuries. To keep that track record alive, we share an embedded focus on continually improving our management systems, standards and approach by developing a culture where we proactively identify potential risks and hazards and eliminate, or if not possible, mitigate the risk to as low as reasonably attainable. We have implemented the systems, strategies, resources and structures necessary to meet our EHS goals. We constantly review and measure our systems, standards and behaviours to implement corrective and preventative actions for continuous improvement.

At each plant location, annual events were organized and commemorated like National Safety Week, World Environment Day and Road Safety Week. Mock-drills for electrical safety, fire safety, evacuation, earthquake, chemical spillage were conducted to strengthen the safety at workplace. During the year we provided extensive training to our people. In FY 2018-19 we recorded 48,181 man-hours of training.

Your Company has implemented ISO 14001 and ISO 50001 at most of its manufacturing sites. During the year, the Company not only optimized the use of energy by regularly conducting energy audits but also focused on enhancing our renewable energy footprint thus reducing Greenhouse gas emissions. Today, renewable power contributes close to 6% of the total energy consumed at all manufacturing facilities. The Company also intensified its drive to eliminate water wastage, efficiently managing our waste thereby reducing burden on landfills.

Committed to the vision of being wood, paper and carbon positive, your Company is continuously adopting new techniques to eliminate and minimize the environment impact. During the year, we planted over 2 lac trees across the state of Madhya Pradesh, Rajasthan and Himachal Pradesh. In the coming year, we have pledged to plant 4.5 lac trees to be closer to our vision.

To ensure the well-being of our employees, we have implemented some of the world’s best practices such as OHSAS and identified processes concerned with Critical to Health (CTH) and Critical to Safety (CTS). All our employees at plants regularly undergo medical check-ups for any occupational health hazard. We conduct ergonomics studies in our production process to enhance employee’s fitness and productivity. Numerous health camps aim to promote the general wellbeing of our employees were organized during the year.

33. Research and Development

Being a Fast-Moving Electrical Goods (FMEG) Company we are operating in product portfolios which are characterized by rapid changes in consumer preferences and technological advances. The Company’s ability to compete successfully depends heavily upon its ability to ensure a continual and timely flow of competitive products, services and technologies to the marketplace. With a vision of being recognized as a Company with early mover advantage and as an early adopter of new technologies, our objective is to launch highly innovative products addressing explicit and latent needs of our customers. We do realize that early adoption of relevant technologies will be the cornerstone of our product innovation strategy. With this broader mission we have been investing in strengthening our in-house R&D capabilities which will form the foundation for future. The Company continues to invest in world class infrastructure and test laboratories at all plant locations with a strong focus on in-house research & development thus promoting a strong culture for open and collaborative innovation. Company’s CRI (Centre for Research and Innovation) team focusses on continuous and sustainable product innovations, working across the product lifecycle aspects including design, development, manufacturing and use (in-field) phases. As part of this mission, the Company has come up with a dedicated R&D Center at Sector-59, Noida Location. This R&D Center spans over a covered area of 1,00,000 square feet (including 50,000 square feet of world-class lab facilities) and houses great majority of the product development teams. During the year, the R&D activities continued to focus on developing intelligent, eco-friendly and energy efficient products, as well as, extending the range of existing products catering to niche premium segment with an objective of having clear product differentiation in our product portfolios which are common across different brands of Havells group (Crabtree / Havells/ Standard / Reo).

We enhanced our focus on open Innovations with wider proliferation of ‘SOCH’ platform - our in-house platform for crowd sourcing of novel ideas. This portal has been extended to our varied stakeholders - including vendors and customers to further boost innovation. Our innovation focus has led to launch of smart connected products such as our digital wi-fi water heaters Adonia and Droid. The pH balancing and periodic disinfection technologies used by our water purifiers Max, Pro and UV Plus, is gaining favour with our customers. In line with smart city and smart office ecosystem initiatives, Havells launched “LitM” -our smart and connected platform for individual and group lighting control. We also launched a high end fully flat switch under our premium Crabtree brand. Our investments over the earlier years in specific technologies/design methodologies such as Design for Six Sigma (DFSS) and Multi-physics simulations is already having an impact in not just gaining stronger understanding of our products under harsh operating conditions (high temperature, unreliable power quality, to name a few) but also enhancing our capabilities to reduce time-to-market with enhanced product quality. For example, the recently launched digital mixer grinder Sonido used Taguchi methodologies to reduce noise by 50% compared to previous versions. Our product safety goals are to meet and exceed global standards and towards this, the Company is investing significantly in testing infrastructure and processes. Havells, in partnership with Hyundai, is launching power circuit protection products that comply with global standards.

These technology-based innovations complement several other aesthetically designed premium products by our in-house Industrial Design team. Our product designs have been widely acknowledged on national and international forums and the company is the recipient of numerous awards some of which are a) Red Dot Award for Stealth Dry Iron, b) CII Design Excellence Award and India Design Award for Stealth Air Fan c) 2018 Product of the Year Awards for Adonia -R water heater, Stilus Juicer Mixer Grinder, Enticer Fan.

The Company currently holds a broad collection of intellectual property rights. This includes patents, copyrights, trademarks and other forms of intellectual property rights in India and a number of foreign countries. The Company continues to strengthen its Intellectual Property position with new 100 IPR’s during the year (includes Design Registrations and Patent Filings).

Year 2018-19 clearly stands out as the year where we have taken a quantum leap in our R&D focus to strengthen our competitive position. We are confident that these steps will make us future ready with relevant technology based and customer centric innovative products - paving the way for our future growth aspirations. We made a conscious decision to bring in new thinking into our R&D thought leadership by attracting talent from diverse set of acclaimed R&D organizations across all levels within CRI.

We also made a strategic decision to set up an Innovation hub in the Silicon Valley of India - Bengaluru with clear focus on select Centers of Excellence. The Bengaluru Innovation hub will also help us tap into a wider talent pool within the country and unfold opportunities for growing our external collaboration eco-space - targeting specific start-ups and academic partners. Our Bengaluru hub is already employing 40 R&D staff operating out of a dedicated facility in central business district of Bengaluru.

34. Transfer to Investor Education and Protection Fund

(A) Transfer of Unpaid Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred Rs. 6,90,058 during the year to the Investor Education and Protection Fund. This amount was lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years after declaration of Final Dividend for the Financial Year ended 2010-11.

(B) Transfer of shares underlying Unpaid Dividend

During the Financial Year, the Share Allotment and Transfer Committee, in its Meeting held on 12^th September, 2018, transmitted 28,758 Equity Shares of the Company into the DEMAT Account of the IEPF Authority held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.

These Equity Shares were the Shares of such 28 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2010-11 had been transferred into IEPF and who had not encashed their dividends for 7 (Seven) subsequent Financial Years.

Individual reminders were sent to concerned Shareholders advising them to encash their dividend and the complete List of such Shareholders whose Shares were due for transfer to the IEPF was also placed in the Unclaimed Dividend section of the Investor Section on the website of the Company at https://www.havells.com/en/discover.havells/ investor-relations/unclaimed-dividend.html

With the transfer of abovesaid shares into IEPF, as at 31^st March, 2019, a total of 1,98,448 Shares of the Company were lying in the Demat A/c of the IEPF Authority, hereinabove mentioned.

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority by making an application in the prescribed Form.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purposes of transferring the shares back to the claimant as and when he approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT account.

Any further dividend received on such shares shall be credited to the IEPF Fund.

35. Shares lying in unclaimed suspense account in electronic mode

As at 31^st March, 2019, 2,12,100 Shares were lying in the Unclaimed Suspense Account in dematerialised form in the Havells India Limited Unclaimed Suspense A/c held with IDBI Bank Limited (DP). The voting rights on the said shares shall remain frozen till the rightful owner of such shares claims the shares. The rightful owner can still claim his/ her shares from the suspense account after complying with the procedure laid down in the statute regarding the same.

Initially, during the Financial Year 2017-18, the Company had transferred 2,27,100 (Two Lakhs Twenty Seven Thousand and One Hundred Only) Equity Shares into Unclaimed Share Suspense Account in terms of Regulation 39(4) read with Schedule VI to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These Equity Shares were lying with the Company as unclaimed since the sub-division of Company’s Equity Shares of the nominal value of Rs. 5/- each into 5 Equity Shares of the nominal value of Rs. 1/- each.

Subsequently, 15,000 Shares of Rs. 1/- each were transferred to the rightful owners as approved by the Share Transfer and Allotment Committee, in its Meeting held on 13^th April, 2018. Further, the unpaid dividend for the last 7 (Seven) years was also paid to the said shareholders.

36. Listing of shares

The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2019-20 has already been paid to the credit of both the Stock Exchanges.

37. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - 8 and forms part of this Report.

38. Business Responsibility Report (BRR)

The BRR aims at describing the initiatives taken by the Company in discharging its responsibilities from an environmental, social and governance perspective. However SEBI, exempts Companies which have been submitting Sustainability Reports to overseas regulatory agencies/ stakeholders based on internationally accepted reporting frameworks from preparing a separate BRR and furnish the same report alongwith details of the framework under which Sustainability Report is prepared.

Our Company has been annually publishing its Sustainability Report as per GRI Standards of the Global Reporting Initiative. Our Sustainability Report has been assured by KPMG India. We have also provided the requisite mapping of principles between the Sustainability Report and the Business Responsibility Report as prescribed by SEBI. The same is also available on the website www.havells.com.

39. Acknowledgements

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results.

We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

For and on behalf of

Board of Directors of Havells India Limited

Noida, May 29, 2019 Anil Rai Gupta

Chairman and Managing Director

---

Mar 31, 2018

DIRECTORS''

REPORT

To

The Members

The Directors take pleasure in presenting their 35^th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31^st March, 2018.

|1| FINANCIAL SUMMARY OR HIGHLIGHTS

The Board’s Report is prepared based on the Standalone Financial Statements of the Company. The Company’s financial performance for the year under review along with previous year’s figures are given hereunder:

(Rs, in Crores)

Particulars	Standalone consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	8,260.27	6,585.96	8,269.01	6,612.96
Other Income	116.99	134.28	117.90	138.18
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	1,166.28	958.42	1,161.30	956.35
Less: Depreciation and amortization expenses	139.52	119.63	140.49	120.51
Finance Cost	23.97	12.15	24.83	13.34
Profit before Tax and Exceptional items	1,002.79	826.64	995.98	822.50
Share of profit/ (loss) of joint venture (net of tax)	-	-	-	(4.77)
Add: Exceptional items	11.91	(57.81)	(18.67)	(106.80)
Less: Tax	302.18	229.79	303.83	228.76
Net Profit for the Year from Continuing operations	712.52	539.04	673.48	482.17
Net Profit for the Year from Discontinued Operations	-	-	(12.51)	11.94
Profit for the year	712.52	539.04	660.97	494.11
Other Comprehensive Income	1.68	(2.75)	8.62	(23.74)
Total comprehensive income for the year, net of tax	714.20	536.29	669.59	470.37
Profit for the year attributable to
Equity holders of the parent Company	712.52	539.04	662.37	494.53
Non-controlling interest	-	-	(1.40)	(0.42)
Total comprehensive income for the year attributable to
Equity holders of the parent Company	714.20	536.29	670.99	470.79
Non-controlling interest	-	-	(1.40)	(0.42 )

The business landscape witnessed a historical tax reform in indirect taxation, causing initial disruption. The Goods and Services Tax (GST) regime has since then stabilised. The recent rationalisation in GST rates is expected to trigger positive sentiments. Your Company posted a revenue growth of 33% fortified by assimilation of Lloyd consumer business. The Company registered ex-Lloyd revenue growth of 13% (adjusted for excise impact). Yearly performance of Company includes results of Lloyd business from 8^th May, 2017 onwards.

During the year, the Company completed sale of remaining 20% stake in Feilo Malta Limited (formerly Havells Malta Limited) to Shanghai Feilo Acoustics Co. Limited. Company also sold Havells Sylvania (Thailand) Limited to Feilo group and has transferred its stake in OZLI do Brasil Iluminagao Ltda (formerly Havells Sylvania Brasil Illuminagao Ltda) to a local Brazilian Company OZLI International Holding Co.

The Company achieved Profit before Exceptional Items and Tax (PBT) of Rs, 1,003 crores in financial year 2017-18 against Rs, 827 crores in financial year 2016-17, thereby registering a growth of 21% on year to year basis.

Earnings Before Interest, Depreciation, Amortization and Taxation margins (EBIDTA) for the financial year 2017-18 improved by 0.5% (from 13.4% in financial year 2016 17 to 13.9% in financial year 2017-18) owing to greater consciousness on cost management and profitability. Reduction in other income is due to funds deployed for Lloyd acquisition.

brief description of the company’s working during the YEAR/ STATE OF COMPANY’S affairs

The GST rollout weighed on the growth in the first half of the year. The rationalization of GST rates for electrical product categories by the government in the second half of the year enabled positive sentiments amongst consumers and we are optimistic about the growth opportunities it may bring.

The Company continued to reinforce its market position and product portfolio in the switchgear segment. Your Directors are pleased to share with you that the Company has tied up with South Korean major Hyundai Electric & Energy Systems Co. Ltd for technology transfer for Magnetic Contactor. Under the agreement, Hyundai Electric will provide technological knowhow and grant an exclusive, non-transferable, irrevocable license in India under the transferred MC Technology to Havells. This agreement will enable the Company to manufacture in India for Indian and some overseas markets as well. With the latest state of art technology, Havells’ industrial switchgear offering will get much stronger. On the other hand Havells will supply equipment such as Miniature Circuit Breakers (MCBs) & Magnetic Contactors (MC) to Hyundai Electric for overseas markets.

The lighting segment recorded a robust growth of about 19%. The business division launched intelligent Street Com lighting system that not only provides remote access to utility Companies but dimming options further helps save valuable energy. During the year we presented colour changing LED lighting solutions that are transforming architecture into iconic landmarks and making monuments more exciting for citizens. The business further strengthened its foothold in the institutional segment and is now fully equipped to maximize opportunities made available by various Smart City projects. The division bagged various projects in Delhi, Tamil Nadu and Punjab to offer various energy efficient lighting solutions.

The electrical consumer durable segment grew by about 13% along with significant margin improvement. Owing to our understanding of the ‘Consumer of the Future’, we unveiled various innovative and technology led products in different categories like fans, kitchen appliances, switches, personal grooming, lighting and home security.

Targeting the woman of the house and making her life better, the Company presented Country’s first powerful digital mixer grinder- Premio-I and a unique cold press juicer- Nutrisense that retains all the goodness of fruits and vegetables. In the personal grooming segment, your Company offered yet another innovative product-Chopstick Curler, which again happens to be the first in the industry and the Country. Apart from this, the Company also introduced new variants in the existing range of Ceiling, Table, Wall and Pedestal Fans with incremental innovation thus delighting its consumers.

Despite rising commodity prices and the high GST rates, Havells maintained its growth in the cables segment. We are pleased to inform you that we entered into the EHV segment and enhanced our B2B sales. The business extended its existing communication cable portfolio by launching speaker wires, CCTV wires and LAN cables.

During the year, we smoothly completed the integration of the consumer durable business of Lloyd with Havells. We are enthused with the opportunities offered by both Havells and Lloyd to serve our consumers with a wide array of electrical and consumer durable products and a world class service. Lloyd is now part of the top 3 players in the air conditioning industry. To bolster its product portfolio, the Company launched Ultra HD 4K Smart LED TVs with a unique ‘Air Surf’ remote. In order to boost its manufacturing capabilities, the Company has pledged significant funds for setting up plants for Lloyd products in Rajasthan. Once completed, Havells will have 13 world class plants across 8 different locations in the Country.

I n the course of the year, your Company made noteworthy investments in IT. Today a team of over 250 seasoned professionals are relentlessly working on over 200 projects for making the lives of consumers, partners, employees and vendors simple and productive. To be able to retain Company’s competitive edge and enabling business growth, the team is using new age technologies such as artificial intelligence and IoT, while ensuring that the data and Intellectual Property is safe and secured.

We remained focused on our strategy of “Deeper into Homes” and forayed into the fast growing yet underpenetrated business of Water Purifier. The innovative and technologically advanced Water Purifiers are intelligently designed keeping in mind Indian consumers, kitchen space and changing water conditions, especially due to new age pollutants such as pesticides & industrial waste. The 100% water passes through various stages of purification including RO and UV and lastly through a special mineral fortification cartridge ensuring healthy pH levels and purity thereby providing safe drinking water. The response has been overwhelming.

With the aim of continuously improving Havells brand image amongst its stakeholders, the Company initiated brand health performance tracking research this year onwards. The findings have revealed that Havells has performed well with premium consumers and awareness for various Havells products has improved significantly. We enhanced our presence across various social media platforms to target youth of the Country. Our Lloyd Air Conditioner campaign with Amitabh Bachchan touched over 20 million views while Havells Fan’s ‘Ceiling Art’ campaign touched close to 11 million views across various digital platforms.

Your Company also participated in major industry events like Elecrama and Acetech, showcasing its latest products across various categories. Havells constellations series in key cities across the Country was directed to enhance brands’ connect with the Architects & Lighting experts.

We remain committed to the cause of sustainability. In line with that commitment, it enhanced its renewable energy footprint with an additional 0.9 MW plant at Neemrana Rajasthan in addition to solar power plants at Faridabad and Alwar. With this, around 6% of our power consumption is coming from solar power.

AWARDS AND ACCOLADES

Your Company received the following awards during the financial year ended 31^st March, 2018:

1. Havells lighting received “Best ICT Implementer” in Smart City at Business world’s third digital India Summit.

2. Havells India won the Dun & Bradstreet Corporate Award under the “electrical products”.

3. Havells received “Bhamashah Samman” by Govt. of Rajasthan for its contribution towards construction of bio-toilets in Govt. schools of Alwar district.

4. Havells India won “CSR Excellence Award-2018” for its flagship CSR program - Mid-day meal under the agriculture food and nutrition segment by Govt. of Rajasthan.

5. Havells Neemrana plant won the Smartest Industrial Building Award by Network 18 and Honeywell.

6. Havells India won Frost and Sullivan 2017 India LED Lighting Company of the Year Award.

7. The Chairman and Managing Director of the Company received Emerging Business Leader award by AIMA (All India Management Association).

8. The Chairman and Managing Director of the Company won the “ET Family Business Award”.

9. The Chief Information Officer won the CIO 100 award by IDG.

subsidiary companies, joint VENTURE AND coNSoLiDATED FiNANciAL STATEMENTS

During the financial year 2017-18

1. Havells Holdings Limited, a 100% subsidiary of Havells India Limited, has transferred its remaining 20% stake in Feilo Malta Limited (formerlly Havells Malta Limited) to Shanghai Feilo Acoustics Co. Limited for a consideration of Euro 34.5 million on 29^th November, 2017. Accordingly, Havells Holdings Limited has partially redeemed its share capital worth Euro 26 million on 29^th November, 2017.

2. Havells Holdings Limited, through its 100% subsidiary Havells International Limited has transferred 100% stake in Havells Sylvania (Thailand) Limited to Feilo group on 29^th November, 2017 for a consideration of Euro 1.6 million.

3. Havells USA Inc. a 100% subsidiary of Havells Holdings Limited, has been dissolved with effect from 31^st October, 2017 and approval from appropriate authorities has been received on 21^st December, 2017.

4. Application for liquidation of Thai Lighting Asset Company Limited, a subsidiary of Havells International Limited, has been filed with relevant local authorities in Thailand.

5. Havells International Limited, a 100% subsidiary of Havells Holdings Limited has transferred its stake in OZLI do Brasil Iluminagao Ltda (formerly Havells Sylvania Brasil Illuminagao Ltda) to a local Brazilian Company OZLI International Holding Co. on 31^st March, 2018.

As at 31^st March, 2018, the Company has 7 (Seven)

Direct subsidiaries

1. Havells Holdings Limited based at Isle of Man. This entity is an SPV formed for the purpose of holding investments and mobilising funds for the 4 (Four) step-down Subsidiaries of the Company.

2. Havells Guangzhou International Limited based at China. This entity acts as a facilitator for sourcing of material from China.

3. Havells Exim Limited based at Hong Kong. This entity acts as a facilitator for sourcing of material from China.

4. Promptec Renewable Energy Solutions Private Limited based at Bengaluru. This entity is engaged in marketing and manufacturing of LED products including street lighting, office lighting and Solar lighting.

5. Standard Electrical Limited based at Delhi.

6. Havells Global Limited based at Delhi.

7. Lloyd Consumer Private Limited based at Delhi.

As at 31^st March, 2018, the Company has 4 (Four) Indirect

(step-down) subsidiaries

1. Havells International Limited as a subsidiary of Havells Holdings Limited.

2. Havells Sylvania Illuminaciaon Chile Limited as a subsidiary of Havells Holdings Limited.

3. Havells USA Inc. as a subsidiary of Havells Holdings Limited. This entity was dissolved during the year, as mentioned hereinabove and the process of its formal winding up is in process.

4. Thai Lighting Assets Co. Limited as a subsidiary of Havells International Limited.

The Board of Directors of the Company has, by Resolution passed in its Meeting held on 11^th May, 2018, given consent for not attaching the Balance Sheets of the subsidiaries concerned.

The Consolidated Financial Statements of the Company including all subsidiaries duly audited by the statutory auditors are presented in the Annual Report. The Consolidated Financial Statements have been prepared in strict compliance with applicable Accounting Standards, where applicable and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India.

A report on performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statement is presented in a separate section in this Annual Report. Please refer (Form No. AOC-1) annexed to the Financial Statements in this Annual Report.

The annual accounts of the Subsidiary Companies and the related detailed information shall be made available to Shareholders of the Company and its Subsidiary Companies upon request and it shall also be available on the website of the Company i.e. www. havells.com. The annual accounts of the Subsidiary Companies shall also be kept for inspection by any shareholder at the Corporate Office of the Company and the respective offices of its Subsidiary Companies.

joint VENTURE

Your Company had formed a 50:50 Joint Venture in People’s Republic of China with Shanghai Yaming Lighting Co. Limited under the name of Jiangsu Havells Sylvania Lighting Co. Limited (JV).

This Joint Venture Company was created with an objective to produce energy efficient lighting lamps.

I n financial year 2017-18, JV reported a turnover of USD 4.6 million with a loss of USD 4.4 million on account of write down of certain assets as part of Liquidation process against turnover of USD 16.20 million and loss of USD 0.6 million in financial year 2016-17.

Due to the technological changes in the lighting Industry, the Company along with its JV partner decided to close down the business and liquidate the JV, accordingly the Board of Directors was replaced by the Liquidation Committee formed on 30^th June, 2017 and the regular operations have been fully closed in October 2017.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year 2017-18, Havells Holdings Limited, a 100% subsidiary of the Company, transferred its remaining 20% stake in Feilo Malta Limited (formerly known as Havells Malta Ltd) to Shanghai Feilo Acoustics Co. Limited. Further, Havells Holdings Limited, through its 100% subsidiary Havells International Limited transferred 100% stake in Havells Sylvania (Thailand) Limited to Feilo group. Havells USA Inc. a 100% subsidiary of Havells Holdings Limited, has been dissolved with effect from 31^st October, 2017. Havells International Limited, a 100% subsidiary of Havells Holdings Limited transferred its stake in OZLI do Brasil Iluminagao Ltda (formerly Havells Sylvania Brasil Illuminagao Ltda)

As a result, the following entities ceased to be Subsidiaries and Associates of the Company:

1. Feilo Malta Limited (formerly known as Havells Malta Ltd).

2. Feilo Sylvania (Thailand) Limited (Havells Sylvania (Thailand) Limited).

3. OZLI do Brasil Iluminagao Ltda (formerly Havells Sylvania Brasil Illuminagao Ltda).

During the financial year ended 31^st March, 2018

1. Havells Exim Limited, a 100% subsidiary of Havells India Limited, was incorporated in Hongkong on 7^th June, 2017.

2. Lloyd Consumer Private Limited, based in Delhi, became a wholly owned subsidiary of the Company with effect from 17^th November, 2017.

J RESERVES

Your Directors do not propose to transfer any amount to the General Reserve and entire amount of profit for the year forms part of the ‘Retained Earnings’.

dividend

Your Directors are pleased to recommend a Dividend @ Rs, 4/- per equity share for the year 2017-18. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs, 301.46 crores (including Corporate Dividend Tax of Rs, 51.40 crores). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed from 6^th July, 2018, Friday, to 13^th July, 2018, Friday (both days inclusive).

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of this Report.

However, in terms of the Employee Stock Purchase Schemes of the Company, which are administered by Havells Employees Welfare Trust, 3,30,394 Equity Shares of Rs, 1/- each, were approved for Grant on 10^th May, 2018 and Vested (pursuant to the respective Employee Stock Purchase Plan as hereunder) to the eligible employees, which, if exercised, shall result in an equivalent No. of Equity Shares of Rs, 1/- each to be allotted/ transferred to the eligible employees under the respective schemes. A summary is given below:

	No. of Shares Granted	No. of Shares Vested
Havells Employees Stock Purchase Plan 2014	1,68,861	1,68,861
Havells Employees Stock Purchase Scheme 2015	1,50,000	1,50,000
Havells Employees Stock Purchase Scheme 2016	11,533	7,302*

*3,844 Shares vested as 1^st tranche out of a total of 11,533 Shares Granted for financial year 2017-18 and 3,458 Shares vested as 2^nd tranche out of a total of 10,377 Shares Granted for financial year 2016-17

J change in the nature of business, if any

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2018.

details of directors or key managerial personnel including those who were appointed or have resigned during THE YEAR

During the year, Shri Sunil Behari Mathur (DIN: 00013239), an Independent Director, ceased to be a Director of the Company effective 24^th May, 2017. The Board of Directors place on record its appreciation towards Shri Mathur’s contributions during his tenure as an Independent Director of the Company.

The Board, upon the recommendations of the Nomination and Remuneration Committee, through separate Resolutions passed by way of Circulation, appointed Shri Jalaj Ashwin Dani (DIN: 00019080) as an Additional Director (Independent) with effect from 16^th August, 2017 and Shri Upendra Kumar Sinha (DIN: 00010336) as an Additional Director (Independent) with effect from 1^st March, 2018. Both the Directors hold office up to the date of this Annual General Meeting.

The Board upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 11^th May, 2018, has approved the appointment of Shri Jalaj Ashwin Dani (DIN: 00019080 ) and Shri Upendra Kumar Sinha (DIN: 00010336) as Independent Directors and recommends the same for the approval by the Shareholders of the Company in the ensuing AGM. The Company has received consent in writing from Shri Dani and Shri Sinha to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that they are not disqualified u/s 164(2) to act as Directors.

Shri Jalaj Dani and Shri Upendra Sinha are eligible to be appointed as Directors of the Company and their appointment requires the approval of Members at the ensuing Annual General Meeting.

The Members may also note that, Shri T. V. Mohandas Pai (DIN: 00042167) and Shri Puneet Bhatia (DIN: 00143973), were appointed as directors liable to retire by rotation, in the AGM held on 13^th July, 2015, for a period of 3 (Three) years as the First Term.

Further, Smt. Pratima Ram (DIN: 03518633) was also appointed as an Independent Director for a 1^st term of 3 (Three) years with effect from 13^th July, 2015 (the date of AGM 2015) upto the conclusion of Annual General Meeting of the Company to be held in the calendar year 2018.

The Board upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 11^th May, 2018, has approved and recommends the same for approval by the Shareholders, the re-appointment of Shri T. V. Mohandas Pai, Shri Puneet Bhatia and Smt. Pratima Ram, for a further period of 3 (Three) years as their Second Term beginning from the date of end of their tenure of the 1^st Term up to the date of AGM to be held in the calendar year 2021.

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the condition for appointment/ re-appointment as Independent Directors on the Board.

I t may also be noted that pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Ameet Kumar Gupta, (DIN: 00002838) and Shri Surjit Kumar Gupta (DIN: 00002810), are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers

themselves for re-appointment. The Board recommends their appointment. In view of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 dated 9^th May, 2018 which will come into force with effect from 1^st April, 2019, no listed entity can continue the directorship of any person as a Non-Executive Director who has attained the age of 75 (Seventy Five) years unless a Special Resolution is passed to that effect. Accordingly, the reappointment of Shri Surjit Kumar Gupta, aged 76 (Seventy Six) years, is recommended at this AGM 2018 as Special Business by way of Special Resolution instead of Ordinary Business in compliance of Section 102 of the Act read with the amended Regulation 17 (1A) of the SEBI (LODR) Regulations 2015.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

number of meetings of the board of directors

During the financial year 2017-18, the Board of Directors of the Company, met 4 (Four) times on 11^th May, 2017, 19^th July, 2017, 23^rd October, 2017 and 22^nd January, 2018.

Additionally, the Board also passed 3 (Three) Resolutions through Circulation during the year, on 13^th April, 2017 for the purpose of reconstitution of two of the Board Committees and on 16^th August, 2017 and 28^th February, 2018, for the appointment of additional Directors during the year.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 22^nd January, 2018, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive, Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.

directors’ responsibility statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 of the Company for that period;

c) t he Directors had taken proper and sufficient CARE for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the internal financial controls to be followed by the Company were laid down and such internal financial controls were adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

declaration by independent director(S)

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

1 nomination and remuneration policy of directors, key managerial personnel and other employees

I n adherence of section 1 78(1 ) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 22^nd December, 201 4, approved a policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are -Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - 1 and forms part of this Report.

formal annual evaluation

Having a formalized Board evaluation gives Board Members an opportunity of assessing their own performance and brings out the importance of the contributions of individual Directors. It is a mechanism by which the Board Members candidly reflect on how well the Board is meeting its responsibilities.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Performance Evaluation of the Board and committees

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on parameters like Board Composition in terms of its size; diversity; Experience of Directors; Mix of qualifications; Board processes in terms of communication; Disclosure of information such that each Board Meeting includes an opportunity for learning about the organization’s activities through various presentations made to the Board on corporate functions which facilitates effective decision making and active participation in the discussions.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as whether key items discussed in the Committee are suitably highlighted to the Board, whether Committee effectively performs support functions to the Board in fulfilling its responsibilities, whether Committee’s recommendations contribute effectively to decisions of the Board etc.

Performance Evaluation of Non-independent Directors

The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors, considering aspects such as Effectiveness as Chairman, in developing and articulating the strategic vision of the Company; in displaying efficient leadership, displaying and promoting throughout the Company a behavior consistent with the culture and values of the organization; Contribution to discussion and debate through thoughtful and clearly stated observations and opinions; Creation of a performance culture that drives value creation without exposing the Company to excessive risk; demonstrates highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc).

Performance Evaluation of independent Directors

The performance evaluation of the Independent Directors was carried out by the entire Board, other than the Independent Director concerned, taking into account parameters such as - refrain from any action that may lead to loss of independence; refrain from disclosing confidential information, including, unpublished price sensitive information, etc., support to CMD and Executive Directors in instilling appropriate culture, values and behavior in the boardroom, well informed about the Company and the external environment in which it operates, moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between Management and Shareholders’ interest etc.

Evaluation outcome

I t was assessed that the process followed at Board Meetings led to active discussions on matters laid before the Members and well evaluated decisions being taken, thereby providing strategic guidance to the Company, reviewing business plans, major plans of action and ensuring effective monitoring of the Management. The Board fulfils its role and responsibility of oversight and it secures appropriate composition such as number of Directors and number of Independent Directors.

The individual Committees namely Audit Committee, Stakeholders Relationship/ Grievance Redressal Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee, Enterprises Risk Management Committee, Share Allotment and Transfer Committee and the Executive Committee were working effectively in performance of their respective key functions.

Based on the above mentioned analysis it could be concluded that the Board is kept well informed at all times through regular communication and meets once per quarter and more often during times of rapid growth or if Company needs merit additional oversight and guidance. Comprehensive agendas and notes are sent to all the Board Members well in advance to help them prepare and contribute constructively in decision making. Directors receive appropriate information and complementary explanation about items to be discussed, which enables them to freely express their opinion from different viewpoints in the Board, which also enhances its effectiveness.

The performance of the Chairman was evaluated to be an effective leader of the Board, ably demonstrating the skills and experience necessary for the role creating a synergy between the management and long term objectives. The Chairman ensures that appropriate strategic issues that are brought to the Board are discussed at length as per the importance they demand.

The Executive Directors and Non-Executive Directors provided entrepreneurial leadership of the Company within a framework of prudent and effective controls, with a balanced focus on policy formulation and development of operational procedures.

extract of the annual return

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board’s Report and is annexed herewith as ANNEXURE - 2.

auditors

1. Statutory Auditors

As per provisions of Section 139(1) of the Act, the Company has appointed M/s S.R. Batliboi & Co. LLP, Chartered Accountant (Regn. No. 301003E/ E300005) as Statutory Auditors for a period of 5 (Five) years in the AGM of the company held on 13^th July, 2016.

Statutory Auditors’ Report

The observations of Statutory Auditor in its Reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.

2. cost Auditors

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made there under, M/s Sanjay Gupta & Associates, Cost Accountants (Firm Regn. No. 000212) were appointed as the Cost Auditor of the Company for the year ending 31^st March 2018.

The due date for filing the Cost Audit Report of the Company for the financial year ended 31^st March, 2017 was 9^th June, 2017 and the same was filed in XBRL mode by the Cost Auditor within due date.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s MZ & Associates were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31^st March, 2018.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 3. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

particulars of loans, guarantees or investments under section 186

During the financial year ended 31^st March, 2018, no Loan u/s 186 of the Companies Act, 2013 was made by the Company. The particulars of Investments made and Guarantees given by the Company under Section 186 are furnished in ANNEXURE - 4 and form part of this Report.

particulars of contracts or ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE - 5 and forms part of this Report.

contribution to exchequer

The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company paid rS, 295.59 crores towards Corporate Income Tax (including Corporate Dividend Tax) as Compared to Rs,, 247.10 crores paid during the last financial year.

Government of India has implemented Goods and Service Tax Act effective from 1^st July, 2017 replacing Excise duty, service tax, VAT etc. The Company has paid Excise Duty and other indirect taxes amounting to Rs,, 372.44 crores for the period April, 2017 to June, 2017. Further for the period July, 2017 to March, 2018, the Company has paid an amount of Rs,, 1,562.18 crores on account of GST and Custom duty. Accordingly total amount of Rs,, 1,934.62 crores has been paid during financial year 2017-18 as compared to Rs,, 1,116.30 crores paid during last financial year.

details relating to deposits covered under chapter v of the act

The Shareholders vide their Special Resolution dated 9^th June, 2014, passed by way of Postal Ballot, have approved inviting/ accepting/ renewing deposits, in terms of the provisions of Companies Act, 2013 making the Company eligible for the same. However, the Company has not accepted any deposits during the year under review.

20 corporate social responsibility (cSR)

Your Company believes in touching some of the important aspects of human life. Over the years it has embarked on the journey of social change through inclusive growth, dedicated to the cause of its future and future generations. Therefore the CSR efforts taken revolve around six strong pillars of health & nutrition, sanitation, education, environment, skill development and heritage conservation. They not only move hand in hand with the ones envisioned by the Government but are also part of United Nations Sustainable Development Goals.

Havells Mid-Day Meal Program

Every day too many men and women across the globe struggle to feed their children a nutritious meal. In a world

where we produce enough food to feed everyone, 795 million people - one in nine - still go to bed on an empty stomach each night and one in three - suffer from some form of malnutrition.

Guided by our ethos, eradicating hunger and malnutrition has been one of the focus areas for your Company. Not only the consequences of not enough - or the wrong

- food cause suffering and poor health, they also slow the progress in many other areas of development like education and employment.

A humble beginning in this direction that started with serving just 1,500 children across 5 Schools has grown to serving over 60,000 students across 692 Schools daily in the district. The fresh, hygienic and nutritious food is prepared in the state-of-the-art kitchen in accordance with Government-approved diet charts.

Ownership of the entire mid-day meal value chain from procurement of food materials to food preparation, storage and transportation to School, gives Havells complete control over the quality and hygiene of the meals. This goes in line with your Company’s philosophy of providing the best quality in all its offerings.

Sanitation

Havells understands that WASH (Water, Sanitation and Health) are critical for ensuring overall development of children and their families. Focus on WASH program in schools stems from Company’s efforts to realize its vision of a world where all children go to School that provides safe, healthy and comfortable environment where they grow, learn and thrive. Schools are also a powerful agent of change for enabling and encouraging changes in the society.

Your Company has built 2,800 bio-toilets in 366 Government Schools in Alwar district of Rajasthan, an initiative that started in 2014. It amalgamates perfectly with the ambitious ‘Swachh Bharat Mission’ advocated by the Government of India and dovetails with United Nations Sustainable Development Goal No-3 & 6.

The next step in this direction was to sensitize students as well as the teachers about the importance of WASH and inculcate good hygiene habits amongst children from tender age. To further improve sanitation facilities, the Company contributed equal amount of money as given by the Government for maintenance. A strict vigil on upkeep of these toilets ensures the funds are used properly. For this a mobile app was developed that aims to bring transparency and ease of operations in areas like Mid-day Meal and Sanitation.

While the Company worked on WASH, a major problem faced by adolescent girls that came to fore was high absenteeism from school and wrong myths about menstruation which hampered their health and education. As part of the sanitation program, your Company also provided a kit of 3 sanitary pads to 1,165 girls of 3 Government Schools of Alwar district.

With these small steps, Havells has taken a 360 degree approach to this major problem of sanitation.

All these initiatives helped improve attendance, health and cognitive development, increased girls’ participation, established positive hygiene behavior and offers the opportunity to introduce better WASH practices in families and communities and addresses issues of inequity and exclusion.

conserving Heritage

For every Country its heritage is its pride. And India’s heritage is definitely one of the richest in the world. So it’s the responsibility of every citizen of the Country to be more thoughtful towards their heritage. We’ve always thought of future generations when it comes to being socially responsible. The Company realizes the need to preserve its heritage and pass it on to the future generations in the best possible condition.

Keeping that in mind, your Company tied-up with Aga Khan Trust for Culture (AKTC) for contributing towards building Humayun’s Tomb Interpretation Centre. The 10,000 sqm facility will be the largest public cultural facility built since the National Museum and is expected to receive 2 million visitors annually. Your Company has also contributed towards conserving the 15^th century monument of National importance called the “Sabz Burj” situated at Nizamuddin, New Delhi. We are committed to keep contributing towards preserving our wonderful heritage.

Skill Development Programme

In an effort to offer youth a chance to gain industry- ready skills for employment, Havells has decided to adopt two Industrial Training Institutes in the Country, namely ITI PUSA in Delhi and ITI Nagaon in Assam. Under the program, your Company will set up Havells School of Electrical Education in order to tap opportunities in the growing electrical field in the Country by creating a pool of talented manpower. The School will provide students the trade specific training on various aspects of repair and troubleshooting for industrial and consumer electrical products such as industrial switchgears, motors, water heaters, fans, domestic appliances to name a few. Students will also get real time work experience at Company’s authorized service centers and training on soft skills so they can provide exemplary customer service.

The First ‘Water Positive company’

Your Company is not just working towards improving the present but future too. In a significant milestone on your Company’s sustainability journey, the Company is India’s first FMEG Company to achieve ‘Water Positive’ status duly verified by SGS, a renowned Environment, Health & Safety auditor.

A number of initiatives were undertaken across all plants to achieve this status. All plant sites are zero discharge facilities and are equipped with modern water harvesting systems. The Company reduced its water usage by regular metering, monitoring and controlling of utilities consumption at all manufacturing sites.

An Environment Friendly company

Havells has been focusing on tree plantation nearby its manufacturing plants. It has planted over 10,000 trees in and around our plants in Alwar, Rajasthan and Baddi, Himachal Pradesh and plan to add a huge number soon in various other locations in India. The Company will then become a carbon positive organization too, bettering our existing status of being the First water positive Company. In this direction, the Company has also signed an MoU with the Madhya Pradesh Van Vikas Nigam Ltd. whereby the Company will provide funds for the plantation of 1 (One) Lakh trees per year for a period of 5 years and the maintenance cost of plantation for the next four years thereafter.

Further, the Board of Directors have also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.havells. com. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith as ANNEXURE - 6 to this Report in the prescribed format.

21 audit committee

As at 31^st March, 2018, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Shri Surender Kumar Tuteja, Shri Vijay Kumar Chopra, Smt. Pratima Ram and Shri Surjit Kumar Gupta, majority of them being Independent Directors except Shri Surjit Kumar Gupta, who is a Non Independent Non-Executive Director. Shri Surender Kumar Tuteja, an Independent Director, is the Chairman of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

22 ENTERPRISE RISK MANAGEMENT FRAMEWORK

Havells continues to strengthen its robust Enterprise Risk Management Framework based on the internationally accepted COSO Model. The current Risk Management framework is reviewed by the ERM council comprising of the leadership team which reports to the Enterprises Risk Management Committee of the Board.

The ERM Council regularly meets for focused interaction with businesses, identifying and prioritizing strategic, operational risk and formulating appropriate mitigation strategies and conducting frequent review of the progress on the management of the identified risk. Further a strong and independent internal audit function also conduct risk based audit across all business to identify processes requiring strengthening of Risk Management.

The SAP GRC software which was implemented last year has stabilized completely and is being used by the management to closely monitor the risk mitigation framework.

23 details in respect of adequacy of internal financial controls with reference to the financial statements

Your Company continued to remain focused in ensuring a robust and effective internal financial control framework. The changing business and other operational dynamics warrant that we keep updating the framework in line with these changes.

Your Company is also transforming the control framework through automation of processes. This has helped in minimizing the human intervention and increased adherence. The RMG (Risk Management & Governance) continuously keeps evaluating the existence and effectiveness of Risk & Control Matrices (RMCs).

The testing of key controls was also carried out independently by the Statutory Auditors of the Company as mandated under the provisions of the Companies Act, 2013. In the opinion of the Board, the existing internal financial controls framework is adequate and commensurate to the size and nature of the business of the Company.

24 details of establishment of vigil mechanism for directors and employees

The Company has a very strong Whistle Blower Policy under the name “Satark”, where by a forum is available for all Employee(s), business associate(s) engaged with the Company who can report any fraud, irregularity, wrong doing and unethical behavior. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. The Whistle Blower Policy (“Satark”) is overseen by the Chairman of the Audit Committee.

This Satark policy is available on the website www.havells.com.

25 details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

26 employee relations

At Havells, we consider our employees as the most valuable resource and ensure strategic alignment of Human Resource practices to business priorities and objectives. Our constant Endeavour is to establish strong systems and processes that will enable increased employee engagement, drive right performance behaviors and build capabilities to support organizational growth.

Building a highly engaged workforce, developing internal talent, hiring leadership capabilities will continue to be our strategic imperative to support our growth plans.

In building leadership capabilities, we have hired around 40 lateral talent at various leadership roles, from similar/ diversified industries to support us in Business, CRI (R&D)

6 Manufacturing.

There are continuous engagement activities at various levels through Performance Reviews, Feedback and interface by the Management to enable Strong employee and organization alignment.

We also take employee feedback on various factors of their engagement to the Company by running Employee Engagement Surveys. We ran Employee Engagement Survey through GALLUP in 2016-17 where our “Overall Engagement” Score was 3.91 out of 5.00. In continuation, to check the effectiveness of the actions taken from the last survey, we ran a sample survey in 2017-18 and there is an improvement in the “Overall Engagement” Score from 3.91 to 4.08 in a scale of 5.0.

To cater to the Company''s growth and develop internal leadership with strong general management abilities, the Company identified a potential talent pool of leaders. Customized General Management program was build with the support of IIM-Bangalore to train these leaders to take up general management and P&L responsibilities. The first batch of 21 potential leaders have completed a

7 days residential program which focuses on developing this team for larger roles. To enable implementation of their learning, this team has also been provided specific growth projects which could be implemented. We have also utilized Havells leadership competency framework and conducted a 360 degree feedback for all the participants of this program. This feedback enables employees get a view of their leadership capabilities from their manager, peers and subordinates. The participants are now using this feedback to develop their leadership.

Strengthening technical capabilities of our sales team was another initiative whereby an online product training modules was introduced. In 2017-18, around 70% (1,700 sales employees) have gone through the module, taken the test and got certified on various product categories.

To strengthen our pipeline in Sales, the Company has initiated a plan to hire talent from premier management institutes who would be taken through one year sales management program internally before they evolve into first level manager in sales. We have hired 25 such resources from various institutes.

Supervisors and managers in plants are critical in driving Production and efficiencies through people, we focused on training supervisors to handle contract labour and first level managers in handling supervisors effectively. Overall 279 supervisors and 107 managers were trained in the year. The employees in our plants have also gone through various functional trainings like Kaizen, VSM, Quality Functional Tool, Waste Management etc. with over 1,750 Mandays. Our overall Industrial relation situation are peaceful and conducive for progress.

At Havells, we ensure that there is full adherence to the code of ethics and fair business practices. Havells is an equal opportunities employer and employees are evaluated solely on the basis of their qualification and performance. We provide equal opportunity in all aspects of employment, including retirement, training, work conditions, CAREer progression etc. that reconfirms our commitment that equal employment opportunity is component of our growth and competitiveness. Further, Havells is committed to maintaining a workplace where each employee’s privacy and personal dignity is respected and protected from offensive or threatening behavior including violence.

“Nirbhaya”

Prevention and control of sexual harassment at workplace constitutes an important part of corporate culture while aligning with international best practices and improving management processes. As part of the legal responsibility and zero tolerance towards sexual harassment at the workplace Havells has implemented the “Nirbhaya” policy for women employees and other workplace participants.

As statutorily required an Internal Complaints Committee has been constituted under the policy which provides a forum to all female personnel to lodge complaints (if any) therewith. The Committee meets at specified intervals to take note of useful tools, mobile applications, media excerpts, interactive sessions, etc. that enhance security of female employees.

An Annual Report by the Committee is submitted to the Audit Committee of the Board of Directors of your Company on the complaints received and action taken by it during the financial year.

During the year, no complaint was lodged with the Internal Complaints Committee (ICC) formed under Nirbhaya Policy.

27 details pursuant To SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - 7.

20 employees stock option PLANS

The Company has in place 3 (Three) employee benefit schemes, namely, Havells Long Term Incentive Plan 2014 (LTIP 2014), Havells Stock Purchase Scheme 2015 (ESPS 2015) and Havells Stock Purchase Scheme 2016 (ESPS 2016).

All these benefit schemes are administered by Havells Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee. Promoters, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company, Employees not residing in India or Non-Resident Indians (NRIs) are not eligible for the grant of options/ issue of shares under any of the Schemes. The Company has received a certificate dated 7^th May, 2018 from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the applicable SEBI Guidelines and the Resolutions passed by the shareholders dated 9^th June, 2014, 4^th December, 2015 and 13^th July, 2016 in respect of LTIP 2014, ESPS 2015 and ESPS 2016 respectively.

The Certificate would be placed at the ensuing Annual General Meeting for inspection by Members. There has been no material change in any of the subsisting Schemes. Disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, in respect of LTIP 2014, ESPS 2015 and ESPS 2016 as at 31^st March, 2018 are available on the website of the Company at https://www.havells.com/en/investor-relations/ Disclosures.html

29 credit ratings

(i) corporate Governance Rating

Havells has in its Endeavour to reinforce and test its commitment for Corporate Governance opted to go for a Corporate Governance Rating from

CARE. For a second year in a row, CARE has re-affirmed CARE CGR 2 [Two Plus] Rating to the Corporate Governance practices of the Company. The Corporate Governance Rating reflects the Company’s transparent ownership structure, qualified and experienced Board of Directors, satisfactory functioning of various committees of the Board, presence of prudent risk management policies and elaborate internal audit function. Furthermore, the rating derives comfort from elaborate communications and disclosures to shareholders, effective financial management and the Company’s compliance with statutory and regulatory requirements.

(ii) Solar Energy Grading

CARE has assigned a ‘SP1A’ grading to the Company upon its request for assigning Solar Energy Grading (Solar Integrator (PV)) under the Ministry of New and Renewable Energy (MNRE) scheme for accreditation of Channel Partners. The Solar Energy Grading indicates ‘Highest’ performance capability and ‘Highest’ financial strength of the graded entity.

(iii) Financial Facilities

CARE has yet again assigned an AAA [Triple A] rating to the long-term facilities of your Company during the current financial year. This rating is applicable to facilities having a tenure of more than one year. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations.

CARE has also reaffirmed the CARE A1 [A one Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having a tenure upto one year. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

CARE has also assigned a credit rating of CARE A1 [A one Plus] to the Commercial Paper programme of the Company.

30 CERTIFICATIONS

The Company has acquired a number of international certifications, like BASEC, KEMA, TUV Rheinland and CB, for its various products to expand its reach in international arena. During the year, CB certification for Fans, SABS Approval - AB Cable - South Africa and CE for Consumer Lighting were also acquired.

The New market specific certification is in process for

- TIS (Thailand Industrial Standards) for RCBO

- King Saud University Approval - Panel Wire - KSA (WIP Stage)

- G- Mark : Certification : Middle East (EWA range)

31 corporate governance

A strong foundation of Corporate Governance builds confidence, faith and long term relationship with our Bankers, Customers and all other stakeholders. It is also an influential factor in determining our corporate image. The importance of Corporate Governance has always been recognized by your Company and is manifested in the Company''s vision. We have successfully integrated our governance structure in order to further strengthen internal controls, promote timely decision making and continue to realize the ever more effective and efficient planning and execution of our business activities. We also recognize that it is an essential feature of our governance structure to integrate the sustainable development of the business in collaboration with various stakeholders and that our shareholders constitute our primary stakeholder. Based on this understanding, the Company strives to develop an environment wherein shareholders can adequately exercise their rights by providing them with a wide variety of information and opportunities to exercise their rights.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Annual Report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of Annual Report.

32 environment, health and safety

Your Company has incorporated Sustainability framework as per GRI and UNGC principles ensuring high standards and strict compliance of Environment, Health and Safety parameters. Performing work safely and responsibly starts with our management systems, supporting standards and continues with the expertise and diligence of our employees across all locations. Each day, it is their integrity, attention to detail and concern for the health and safety of personnel and the environment in which we live that enables us to provide consistent superior performance, quality products, cost competitiveness and customer satisfaction. We have started monitoring “Risk levels” in Environmental and Health & Safety as per international standards. Risk management team and Plants are regularly working on mitigation of risks at high levels.

Environment

In line with current global environment situation, your Company has greatly focused on reducing CO₂ emissions, eliminating wastage of Water and adequately managing waste. In the last one year we helped generate over 5.50 Gwh of clean energy with the installation of 146 roof top solar projects across India. Similarly our water heater plant at Neemrana has installed a 0.9 mWp roof top solar system thereby using over 51% of clean energy for its manufacturing processes.

We have taken a step closer to the dream of becoming carbon, wood & paper positive by signing a MoU with Madhya Pradesh Van Vikas Nigam (MPVVN) with a commitment to plant over 1 lakh trees in the financial year 2018-19. Further reducing our carbon footprint and to reduce welding fumes at the Neemrana plant, we have installed one of the most advanced mobile filter units that can filter 99.99% of 0.1 micron size carcinogenic metal dust generated during the process.

Most of our manufacturing plants are ISO 50001 (Energy Management System) certified. In the financial year 2017

18 our plants have recorded a total reduction of about 12000 Gj energy by way of regular audits and initiatives to save precious fossil fuel based energy.

Havells continues to retain its ‘Water Positive’ status and recorded approx. 10% reduction in the per person water consumption in the year 2017-18. Your Company will continue to enhance its rain water harvesting capacity thus increasing ground water level.

Health

Good health and well-being of our people has been the nucleus of all our efforts. Not only our policies and procedures are employee friendly but we also follow best practices as per OHSAS requirements. All employees across all plants regularly undergo medical check-ups to ensure they are not subjected to any occupational health hazard. Various health awareness camps further ensure good quality of health and fitness for all our employees. We are happy to share that we achieved zero occupation health disease cases and fatalities across our plants.

Safety

Employee well-being and workplace safety is of paramount importance to us and is embedded in our culture. We have given extra focus on enhancing our management systems, standards and approaches towards developing a culture where we proactively identify potential risks, hazards and eliminate, or if not possible, mitigate the risk to as low as reasonably attainable.

We continue to concentrate on ‘zero-incidents, absentee rate and lost days’ rates. We do regular safety trainings on unsafe conditions, unsafe acts, incidents and accidents to ensure no harm to our workmen.

33 research and development

Because the industries in which the Company competes are characterized by rapid changes in consumer preferences and technological advances, the Company’s ability to compete successfully depends heavily upon its ability to ensure a continual and timely flow of competitive products, services and technologies to the marketplace.

With the objective of First Mover and enhancing in-house R&D capabilities, the Company is investing in world class infrastructure and test laboratories at all plant locations. The Company has strong focus on in-house Research & Development and promotes culture for innovation. Company’s CRI (Centre for Research and Innovation) team focuses on continuous and sustainable product innovations, working across the product lifecycle aspects including design, development, manufacturing and use phases. For this, Company is coming up with separate R & D Centre at Sector 59 Noida.

During the year, the R&D activities continued to focus on developing intelligent, eco-friendly and energy efficient products, as well as, extending the range of existing products catering to Low cost products to niche premium segment.

Also focusing on open Innovations with platform ‘SOCH’ wherein anybody can give innovative ideas orally and/ or in writing. Your Company has also extended the portal to vendors, customers to boost Innovation.

With an eye on the future technology trends, many advanced engineering study projects are being undertaken to further build on the Company’s engineering capabilities. There is an increasing focus on six sigma, statistical tools for improving co-relation between virtual Computer Aided Engineering, Mold Flow Analysis and manufacturing, so as to reduce the number of trials in the development cycle.

The Company currently holds a broad collection of intellectual property rights. This includes patents, copyrights, trademarks and other forms of intellectual property rights in India and a number of foreign countries. The Company continues to develop new technologies to enhance existing products and services, and to expand the range of its offerings through R&D, intellectual property. This year Company had filed 100 IPR’s. Although the Company believes the ownership of such intellectual property rights is an important factor in its business and that its success does depend in part on such ownership, the Company relies primarily on the innovative skills, technical competence and marketing abilities of its personnel.

34 TRANSFER To INVESTOR EDUCATION AND protection fund

(A) Transfer of unpaid Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred '' 3,03,605 during the year to the Investor Education and Protection Fund (IEPF). This amount was lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years after declaration of Final Dividend for the financial year ended 31^st March, 2010.

(B) Transfer of Shares underlying unpaid Dividend

The Share Allotment and Transfer Committee, in its Meeting held on 16^th November, 2017, transmitted 1,69,690 Equity Shares of the Company into the DEMAT Account of the IEPF Authority held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.

These Equity Shares were the Shares of such 64 Shareholders whose unclaimed/ unpaid dividend (pertaining to financial years 2008-09, 2009-10 (Interim) and 2009-10 (Final) had been transferred into IEPF and who had not encashed their dividends for 7 (Seven) subsequent financial years.

Individual reminders were sent to concerned Shareholders advising them to encash their dividend and the complete List of such Shareholders whose Shares were due for transfer to the IEPF was also placed in the Unclaimed Dividend section of the Investor Section on the website of the Company at http://www.havells. com/en/investor-relations/unclaimed-dividend.html

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority by making an application in the prescribed Form.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purposes of transferring the shares back to the claimant as and when he approaches the Authority. All benefits accruing on such shares e.g., bonus shares, split, consolidation, fraction shares etc., except right issue shall also be credited to such DEMAT account.

Any further dividend received on such shares shall be credited to the IEPF Fund.

35 TRANSFER OF PHYSICAL SHARE CERTIFICATES to unclaimed suspense account in electronic mode

During the year, the Share Allotment and Transfer Committee in its Meeting held on 12^th May, 2017, transferred 2,27,100 (Two Lakhs Twenty Seven Thousand and One Hundred Only) Equity Shares of the Company into Unclaimed Share Suspense Account in terms of Regulation 39(4) read with Schedule VI to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These Equity Shares were lying with the Company as unclaimed since the sub-division of Company’s Equity Shares of the nominal value of '' 5/- each into 5 Equity Shares of the nominal value of Rs, 1/- each.

These Shares have been dematerialized into Havells India Limited Unclaimed Suspense A/c held with IDBI Bank Limited (DP).

The voting rights on the said shares shall remain frozen till the rightful owner of such shares claims the shares. The rightful owner can still claim his/ her shares from the suspense account after complying with the procedure laid down in the statute regarding the same.

Subsequently, the Company also received 2 (Two) claims from shareholders which were verified by the RTA (Registrars and Transfer Agents). After receipt of all documents, the Share Transfer and Allotment Committee, in its Meeting held on 13^th April, 2018, approved the transfer of 15,000 Shares of Rs, 1/- each to the rightful owners in dematerialized form, as were opted by the shareholders.

Further, the unpaid dividend for the last 7 (Seven) years was also paid to the said shareholders.

36 LISTING OF SHARES

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2018-19 has already been paid to the credit of both the Stock Exchanges.

37 CONSERVATION of ENERGY, Technology absorption and foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - 8 and forms part of this Report.

38 business responsibility report (BRR)

The BRR aims at describing the initiatives taken by the Company in discharging its responsibilities from an environmental, social and governance perspective. SEBI exempts Companies which have been submitting Sustainability Reports to overseas regulatory agencies/ stakeholders based on internationally accepted reporting frameworks from preparing a separate BRR and furnish the same report along with details of the framework under which Sustainability Report is prepared.

The Company has been annually publishing its Sustainability Report as per GRI Standard of the Global Reporting Initiative. Our Sustainability Report has been assessed and assured by KPMG. We have also provided the requisite mapping of principles between the Sustainability Report and the Business Responsibility Report as prescribed by SEBI. The same is also available on the website of the Company www.havells.com.

39 ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, cooperation and support helped us face all challenges and deliver results.

We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

For and on behalf of the Board of Directors of

Havells india Limited

Noida, 11^th May, 2018 Anil Rai Gupta

Chairman and Managing Director

---

Mar 31, 2015

The Members

The Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2015.

1. FINANCIAL SUMMARY

The Board''s Report is prepared based on the stand alone financial statements of the Company. The Company''s financial performance for the year under review alongwith previous year''s figures are given hereunder:

(Rs. in Crores)

Particulars Consolidated Standalone

2014-15 2013-14 2014-15 2013-14

Net Sales 8,569.43 8,185.80 5,238.69 4,719.69

Other Income 50.46 41.25 52.21 44.06

Operating Profit before Finance Costs, Depreciation, 711.59 783.74 751.33 685.66 Tax and Extraordinary items

Less: Depreciation and amortisation expenses 138.66 115.54 87.51 63.63

Finance Costs 63.96 74.11 17.57 26.93

Profit before Tax and Exceptional Expenses 568.97 594.09 646.25 595.10

Less: Exceptional Items

Less: Tax 183.55 147.76 181.31 116.41

Net Profit for the year 385.42 446.33 464.94 478.69

Add: Balance brought forward from previous year 960.69 1,073.35 1,429.04 1,217.43

Less: Adjustment related to transitional provision as 3.42 - - - per Schedule II to the Companies Act, 2013

Add: Share of Profit transfer to minority 0.00 0.00 - -

Profit available for appropriation 1,342.69 1,519.68 1,890.56 1,696.12

Appropriation of Profits

Transfer to General Reserve 46.50 339.91 46.50 48.00

Interim Dividend - 62.41 - 62.41

Proposed Dividend 187.35 124.82 187.35 124.82

Dividend for previous year - 0.03 - 0.03

Corporate Dividend Tax 38.14 31.82 38.14 31.82

Balance carried over to Balance Sheet 1,070.70 960.69 1,618.57 1,429.04

1,342.69 1,519.68 1,890.56 1,696.12

Havells, on a standalone basis achieved 11% growth in its net sales to Rs. 5,239 crores in 2014.15 as against Rs. 4,720 crores in 2013.14. The operating profit before Finance costs, depreciation and tax was Rs. 751 crores in financial year 2014.15, 9% higher than Rs. 686 crores in financial year 2013.14. Profit after tax was Rs. 465 crores in year 2014.15 as compared to Rs. 479 crores of preceding year.

On a consolidated basis, Havells had 5% growth in net sales to Rs. 8,569 crores in financial year 2014.15 as against Rs. 8,186 crores in 2013.14. The consolidated operating profit before Finance costs, depreciation and tax was Rs. 712 crores in 2014.15 as compared to Rs. 784 crores in the preceding year. Consolidated Profit after tax was Rs. 385 crores in year 2014.15 as compared to Rs. 446 crores of preceding year.

2. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/ STATE OF COMPANY''S AFFAIRS

Your Company had a sales growth of 5% on a consolidated basis in the year 2014.15. The muted growth was a result of challenging macro environment and slowdown in consumer demand. Segments like cables grew by about 13% and switchgears segment by 5%. Lighting & fixtures grew by mere 3% on account of lowered demand for CFL. At the same time consumer durables segment showed an impressive growth of 20%, though on a smaller base.

The Company is fast adopting newer technologies ensuring sustainable growth in the future. For example, your company already has been working on fast growing LED space. We are already equipped with the state of the art factory at Neemrana to capitalise on the growth of this segment. Our recent acquisition of Promptec, a Bengaluru based company in the Solar LED Street light space is another step to strengthen our position in the growing LED market. Even the government impetus will further help the sector and companies like ours. Havells is fully geared to take advantage of this opportunity.

Innovation has been at the forefront of your company''s growth strategy. This year we launched few innovative products like Lumeno- India''s brightest LED. During the year your company added the first Made in India MCB, Euro -2 series to the portfolio. In the fans category, the Company pursuant to its image of being pioneers of energy efficient fans in the country, introduced India''s most energy efficient fan- ES40 that consumes only 40watt electricity as compared to a normal ceiling fan that consumes anywhere between 70-80 watts. We have already filed a patent for its unique design and aesthetics. Increasing our focus on brand Standard, the Company re-launched the brand with new identity and fresh look. We expect brand Standard to attain newer heights in times to come. These measures are expected to fuel Company''s growth in the coming year. Your company also launched India''s most automated water heater plant at Neemrana, Rajasthan. The plant is fully operational and will be able to cater to the requirements of the coming season.

Havells continued to invest in brand building and spent Rs. 154.99 crores during 2014-15. During the year, we changed the media strategy to be able to cover more genres of media including general entertainment channels, new channels and print media. The Company continued to invest on Cricket and IPL and like before launched new campaigns during IPL this year.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

The Sylvania-European operations have remained stable during the year despite difficult market conditions. Even with volatile forex conditions the focus for the company has been on profitability, cash generation and debt reduction in the business. The business in the year has shown significant improvement in the financial profile and the company expects this business to remain stable and further strengthens the quality of the balance sheet.

Sylvania is working towards alignment of its product portfolio to the growing consumer demand for LED that is witnessing higher sales in Europe. The technological shift from CFL to LED has been quite smooth as the company already had the fixtures range in Europe. This ensures that we are well placed to address the market shift towards LED.

The Sylvania-Latin America business, which contributes around 35% to Sylvania''s total revenue, continues to focus on profitability and growth. Though the year under review witnessed currency volatility, we see economic sentiment picking up in the coming year.

As part of our commitment to the United Nations'' global initiative aimed at promoting sustainable development in the lighting business, we became a Gold Sponsor for the International Year of Light in 2015.

Our products continued to claim international awards for their quality, innovation and design. Our immensely popular architectural lighting brand Concord won the Lighting Design Awards (LDAs) for the fourth consecutive year.

Sylvania on standalone registered net revenue of Euro 443.1 mn in financial year ended 2014-15 as compared to Euro 440.1 mn in financial year ended 2013-14. EBIDTA (Earnings Before Interest Depreciation Tax and Amortisation) was Euro 6.3 mn in financial year ended 2014-15 as compared to Euro 16.5 mn in financial year ended 2013-14.

As on 31st March, 2015, your Company has 55 (Fifty Five) subsidiary companies, 2 being direct subsidiaries and the rest 53 step-down subsidiaries, all of which are registered outside India. The 2 Direct subsidiaries are -

1. Havells Holdings Limited based at Isle of Man. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 53 step-down Sylvania subsidiaries of the Company.

2. Havells Exim Limited based at Hong Kong. This entity serves as a Central Procurement Company (CPC) to procure various electrical products for Havells and Sylvania trading operations.

The Board of Directors of the Company has, by Resolution passed in its meeting held on 11th May, 2015, given consent for not attaching the Balance Sheets of the subsidiaries concerned.

The consolidated financial statements of the Company including all subsidiaries duly audited by the statutory auditors are presented in the Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India.

A report on performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to Shareholders of the Company and its subsidiary companies upon request and it shall also be made available on the website of the Company i.e. www.havells.com. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the head office of the Company and the respective offices of its subsidiary companies.

JOINT VENTURE

Your Company has a 50:50 joint venture in People''s Republic of China with Shanghai Yaming Lighting Co., Ltd. under the name of Jiangsu Havells Sylvania Lighting Co., Ltd. This joint venture company is created with an objective to use advanced technology, know-how and scientific management techniques for production of lighting lamps and fixtures and to sell it to Havells group companies.

Both the partners have made full investment in JV (USD 5.3 mn by each partner) as required by JV contract for its registered capital.

In Financial Year 2014-15, JV achieved sales of US$ 19.9 mn against US$ 17.4 mn in 2013-14, thereby showing a growth of 14%. Growth in sales and margin improvement has resulted in net profit of 4% as against loss of 1.4% in 2013-14.

As the global lighting industry is inclining towards LED lighting products, during the period of 2014, JV has invested in infrastructure for LED products and is setting up a team of experts to focus on increasing the share of LED in the total sales.

3. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31st March, 2015, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

4. RESERVES

Your Company proposes to carry Rs. 46.50 crores to the general reserve and retain Rs. 1,618.57 crores in the profit and loss account.

5. DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 3/- per equity share for the year 2014-15. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 225.49 crores (including Corporate Dividend Tax of Rs. 38.14 crores) out of the profits thus giving 48.50% payout from the net profit of the Company. The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed from 1st July, 2015, Wednesday to 7th July, 2015 Tuesday (both days inclusive).

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

However, in terms of the "Part B - Havells Employees Stock Purchase Plan 2014" of the Havells Employees Long Term Incentive Plan 2014, which is administered by Havells Employees Welfare Trust, 1,01,857 Equity Shares of Rs. 1/- each, were granted on 23rd April, 2015 to the eligible employees, which, if exercised, shall result in an equivalent no. of Equity Shares of Rs. 1/- to be allotted to Eligible Employees of the Company under the Plan.

Further, the Board of Directors in its Meeting held on 20th April, 2015, approved an investment upto Rs. 32 crores in one or more tranches for purchase and subscription of Equity Shares to acquire majority stake of 51% in Promptec Renewable Energy Solutions Pvt. Ltd. (Promptec). Promptec is a Bengaluru based company engaged in marketing and manufacturing of LED products including street lighting, office lighting and solar lighting. Subsequently, the Company has signed an agreement with Promptec to this effect.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

8. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

As at 31st March, 2015, your Board comprised of the following 12 Directors:

1. Shri Anil Rai Gupta, Chairman and Managing Director Consequent to the demise of Shri Qimat Rai Gupta, founder Chairman and Patriarch, on 7th November, 2014, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, designated Shri Anil Rai Gupta, the then Joint Managing Director, as the Chairman and Managing Director of the Company with effect from 13th November, 2014.

Shri Anil Rai Gupta, was last re-appointed by the Shareholders of the Company in the Annual General Meeting held on 5th July, 2013 for a period of 5 (Five) years with effect from 1st April, 2014.

Consequent upon his designation as the Chairman and Managing Director of the Company, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in its meeting held on 22nd December, 2014 varied the terms of remuneration being paid to Shri Anil Rai Gupta, with effect from 1st January, 2015. His remuneration requires the approval of the members at the ensuing AGM.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Anil Rai Gupta, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

2. Shri Surjit Gupta, Non-Executive Director

Shri Surjit Gupta is one of the First Directors of the Company and belongs to the Promoter Group. He works as technical head of Havells. Under his guidance Havells has become a leading group in the Electrical Industry with an excellent reputation for quality engineering products. He was instrumental in the initial exposures of Havells to international manufacturers and technology. Havells under his leadership has entered into alliances with several foreign manufacturers.

3. Shri Ameet Kumar Gupta, Whole-time Director The Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 22nd December, 2014, appointed Shri Ameet Kumar Gupta, as an Additional Director with effect from 22nd December, 2014 and a Whole-time Director with effect from 1st January, 2015. His appointment and remuneration requires the approval of members at the ensuing AGM.

The Company has received a Notice in writing under the provisions of section 160 of the Companies Act, 2013, along with a deposit of Rs. 1,00,000/- proposing the candidature of Shri Ameet Kumar Gupta for the office of Director. The Company has received consent in writing to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that he is not disqualified u/s 164(2) to act as Director.

Shri Ameet Kumar Gupta is a Bachelor of Engineering (Electronics & Communication) from Delhi University and an MBA (Marketing and Finance) from Wake Forest University, North Calorina, USA.

He has been working with the QRG group for about 2 decades and actively involved in new business development activities along with Shri Anil Rai Gupta. In addition, he has been accredited with new product introduction and development and also for setting up new plants and manufacturing facilities for the QRG group. His functions include spearheading new projects being under taken by the organisation.

4. Shri Rajesh Gupta, Whole-time Director (Finance) and Group CFO

Shri Rajesh Gupta, Whole-time Director (Finance) and Group CFO of the Company, is a Chartered Accountant having rich experience in finance and allied fields. He is serving the Company for more than 35 years. He is the Director (Finance) and Group CFO.

Shri Rajesh Gupta, Whole-time Director (Finance) and Group CFO of the Company, was last re-appointed by the shareholders in the AGM held on 29th September, 2010 for a term of 5 (Five) years w.e.f. 1st April, 2010, with further variations as to remuneration being approved in the AGM held on 5th July, 2013. As per the existing terms of his appointment, his tenure expires on 31st March, 2015.

Accordingly, based on the recommendations of the Nomination and Remuneration Committee, the Board, in its Meeting held on 28th January, 2015, has re-appointed Shri Rajesh Gupta as the Whole-time Director (Finance) and Group CFO for a period of 5 (Five) years w.e.f. 1st April, 2015 to 31st March, 2020. He is appointed as the Chief Financial Officer in terms of the Companies Act, 2013. His re-appointment and remuneration requires the approval of members at the ensuing AGM.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Rajesh Gupta, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

5. Shri S. B. Mathur, Independent Director

Shri S. B. Mathur, is an independent director on the Board since year 2006. A qualified Chartered Accountant, retired from Life Insurance Corporation of India (LIC) in October 2004 as its Chairman. He held various positions such as Senior Divisional Manager of Gwalior Division, Chief of Corporate Planning, General Manager of LIC (International) E.C., Zonal Manager in Charge of Western Zone and Executive Director. He has a successful track record of introducing new products in the insurance sector in a competitive environment. He is an Advisor, National Investment Fund and member, Insurance Regulatory and Development Authority.

6. Shri A. P. Gandhi, Independent Director B.E. (Mechanical), Shri A. P Gandhi has vast and extensive knowledge in the field of automobile manufacturing, sales and finance. He has rich years of experience in engineering. He has held top leadership position in prestigious organisations for nearly two decades in over forty nine years of working in professional sector. He has recently joined the Board of Hyundai Motor India Limited.

7. Shri V. K. Chopra, Independent Director Chartered Accountant & Certified Associate of Indian Institute of Bankers, Shri V. K. Chopra professionally a Chartered Accountant has vast experience in finance & banking matters. In his professional career, he has held top leadership positions in various prestigious banking organisations viz. Central Bank of India, Punjab & Sindh Bank, Corporation Bank & SIDBI. He was also a wholetime member of SEBI. Presently, he holds directorships in various prestigious organisations.

8. Shri S. K. Tuteja, Independent Director

Shri S. K. Tuteja, a member of the 1968 batch of the Indian Administrative Services (IAS), Punjab cadre, retired as Secretary to the Government of India in the Department of Food & Public Distribution after 37 years of Civil Service. IAS, FCS, M. Com (DU), he has served on different posts in Government of India, Government of Punjab and in Public Sector. He was awarded the "Dayanand Munjal Award" for "Manager of the Year". He has acted as a consultant to various international programmes carried out in the field of new technologies and innovations. He participated as a Member of the India Delegation in the 4th Ministerial Conference of WTO held in Doha, Qatar and was a member of the Executive Committee of the International Sugar Organisation, London and the International Grain Council, London.

9. Dr. Adarsh Kishore, Independent Director

Dr. Adarsh Kishore, a member of the 1969 batch of Indian Administrative Services (IAS), Rajasthan, Cadre, Phd in Political Economy is Former Finance Secretary, GOI and Former Executive Director, International Monetary Fund (IMF) representing Bangladesh, Bhutan, India and Sri Lanka. He is an Advisor, Chartered Finance Management Limited.

10. Smt. Pratima Ram, Independent Director

The Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 28th July, 2014, appointed Smt. Pratima Ram as an Additional Director and Independent Director. She holds office upto the date of this AGM.

The Company has received a Notice in writing under the provisions of section 160 of the Companies Act, 2013, along with a deposit of Rs. 1,00,000/- proposing the candidature of Smt. Pratima Ram for the office of Director. The Company has received consent in writing to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that she is not disqualified u/s 164(2) to act as Director. The Company has also received declaration from her that she meets the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013.

In the opinion of the Board, she fulfills the condition for appointment as Independent Director on the Board.

She is eligible to be appointed as a Director of the Company and her appointment requires the approval of members at the ensuing AGM.

Smt. Pratima Ram is an experienced banker with three decades of service in Corporate, International and Investment Banking. She has worked in India, USA and South Africa.

Smt. Pratima Ram held the position of Chief General Manager and Country Head of United States operations of State Bank of India and prior to this she was the CEO of the South African operations of the Bank. At SBI Capital Markets, she led the Corporate Advisory, M&A, and project Appraisal businesses. While at SBI, she also headed the Diamond Financing business of the Bank.

On leaving the public sector, she joined private sector in the infrastructure space as Group President Finance at Punj Lloyd Group having diversified operations in more than 15 countries. She is currently the Advisor to India Infoline Finance Ltd., a Non-Banking Finance Company focused on lending to small businesses, Real Estate and Health care sectors.

She has held Board position in SBI California Lloyd, USA and India Infoline Finance Ltd., Mumbai. Smt. Pratima Ram graduated from university of Virginia, USA and Bangalore University.

11. Shri T. V. Mohandas Pai, Non-Independent Director The Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 22nd December, 2014, appointed Shri T. V. Mohandas Pai as an Additional Director as Non-Independent and Non-Executive. He holds office upto the date of this AGM.

The Company has received a Notice in writing under the provisions of section 160 of the Companies Act, 2013, along with a deposit of Rs. 1,00,000/- proposing the candidature of Shri T. V. Mohandas Pai for the office of Director. The Company has received consent in writing to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that he is not disqualified u/s 164(2) to act as Director.

He is eligible to be appointed as a Director of the Company and his appointment requires the approval of members at the ensuing AGM.

Shri T. V. Mohandas Pai is a key player in the development of the IT services industry in India and instituted several industry-firsts in the Country. Prior to this, he was a Member of the Board at Infosys Ltd., where he also served as CFO and the lead for Human Resources and Education & Research. He was the first to institute the broad based employee stock option plan, led the first Indian company to list in the US etc.

He co-founded Aarin Capital Partners in early 2012 to fund opportunities in Health Care, Life Sciences, Education and Technology-led businesses. He also co-founded Exfinity Investment Managers in mid-2014 to launch Exfinity Technology Fund I and focused on providing capital and operational support to technology companies with an India base or focus.

He is also the Chairman of SEBI Primary Markets Advisory Committee (PMAC). He was a Trustee of the International Financial Reporting Standards (IFRS) Foundation and a Member of the Dr. Anil Kakodkar Committee on Autonomy for the IITs and the Karnataka Knowledge Commission. He is currently a Member on the Boards of IIT, Hyderabad. Chairperson, FICCI Higher Education Committee

He was a Member of various important national committees like the Kelkar Committee, constituted by the Ministry of Finance, GoI; the Non-Resident Taxation Committee as well as the Chair of the Karnataka ICT Group 2020.

He is also a keen philanthropist who helped set up the Akshaya Patra Foundation in Bangalore which today delivers a hot mid-day meal to over 1.4 million school children in 11,000 government schools across 9 states in India along with other likeminded persons. In April 2015, the President of India awarded him the Padma Shri in recognition of his efforts for the betterment of the nation in areas of Trade and Industry.

12. Shri Puneet Bhatia, Non-Independent Director

The Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 22nd December, 2014, appointed Shri Puneet Bhatia as an Additional Director as Non-Independent and Non-Executive. He holds office upto the date of this AGM.

The Company has received a Notice in writing under the provisions of section 160 of the Companies Act, 2013, along with a deposit of Rs. 1,00,000/- proposing the candidature of Shri Puneet Bhatia for the office of Director. The Company has received consent in writing to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that he is not disqualified u/s 164(2) to act as Director.

He is eligible to be appointed as a Director of the Company and his appointment requires the approval of members at the ensuing AGM.

Shri Puneet Bhatia is Managing Director and Country Head - India for TPG Asia. Prior to joining TPG Asia in April 2002, Shri Puneet Bhatia was Chief Executive, Private Equity Group for GE Capital India, where he was responsible for conceptualizing and creating its direct and strategic private equity investment group.

Prior to this, he was with ICICI Ltd. from 1990 to 1995 in the Project and Corporate Finance group and thereafter worked as Senior Analyst with Crosby Securities from 1995 to 1996 covering the automobiles and consumer sectors.

Shri Puneet Bhatia currently serves as Director on the Boards of Shriram Transport Finance and Shriram City Union Finance. He has a B.Com Honors degree from the Sriram College of Commerce, Delhi and an M.B.A. from the Indian Institute of Management, Calcutta.

The details of Directors being recommended for appointment/ re-appointment as required in clause 49 of the Listing Agreement are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2014-2015, the Board of Directors of the Company, met 10 (Ten) times on 23rd April, 2014, 28th May, 2014, 30th June, 2014, 28th July, 2014, 23rd September, 2014, 22nd October, 2014, 13th November, 2014, 22nd December, 2014, 28th January, 2015 and 18th March, 2015.

Further, a separate Meeting of the Independent Directors of the Company was also held on 18th March, 2015, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 49 of the Listing Agreement were discussed.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 22nd December, 2014, approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - 1 and forms part of this Report.

13. FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance.

The Companies Act, 2013, notified on 1st April, 2014, not only mandates board and director evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, through two circulars (dated April 17, 2014 and September 15, 2014), SEBI has also revised the Equity Listing Agreement, to bring the requirements on this subject in line with the Act.

In accordance with the framework approved by the Nomination and Remuneration Committee, the Board of Directors, in its Meeting held on 18th March, 2015, undertook the evaluation of its own performance, its Committees and all the individual Directors.

The review concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

It was further acknowledged that every individual Member and Committee of the Board contribute its best in the overall growth of the organisation.

14 EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board''s Report and is annexed herewith as ANNEXURE - 2.

15. AUDITORS

1. STATUTORY AUDITORS

The Statutory Auditors, M/s V. R. Bansal & Associates, Chartered Accountants, (Registration No. 016534N) and M/s S. R. Batliboi & Co. LLP (Registration No. 301003E) hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013.

STATUTORY AUDITORS'' REPORT

The observations of Statutory Auditors in their reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.

2. COST AUDITORS

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Regn. No. 000212) were appointed as the cost auditors of the Company for the year ending 31st March, 2015.

In terms of the Cost Audit Order dated 30th June, 2014 notified by the Ministry of Corporate Affairs which exempted certain industries from the purview of Cost Audit, the Company was not required to get the cost audit done for the financial year 2014-15. However, by virtue of Cost Audit Order notified by the Ministry of Corporate Affairs dated 31st December, 2014, the Company is again covered under the purview of Cost Audit w.e.f. the financial year 2015-16.

The due date for filing the Cost Audit Reports for the Financial Year ended 31st March, 2014 was 28th September, 2014 and the Cost Audit Report was filed by the Cost Auditor M/s Sanjay Gupta & Associates, Cost Accountants, on 20th August, 2014.

3. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s MZ & Associates were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2015.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 3.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year ended 31st March, 2015, no Loan u/s 186 of the Companies Act, 2013 was made by the Company.

The particulars of investments and guarantees made/ given by the Company, under Section 186 is furnished in ANNEXURE - 4 and forms part of this Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC -2 in ANNEXURE - 5 and form part of this Report.

18. CONTRIBUTION TO EXCHEQUER

The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company paid Rs. 150.99 crores towards Income Tax as compared to Rs. 116.41 crores paid during the last financial year. The Company also paid Excise Duty of Rs. 319.10 crores, Custom Duty, Sales Tax & Service Tax of Rs. 523.54 crores, totalling Rs. 842.64 crores during financial year 2014-15 as compared to Rs. 819.28 crores paid during last financial year.

19. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

The Shareholders vide their Special Resolution dated 9th June, 2014, passed by way of Postal Ballot, have approved inviting/ accepting/ renewing deposits, in terms of the provisions of Companies Act, 2013 making the Company eligible for the same.

The Company has neither accepted nor renewed any deposits during the year under review. During the year, your Company repaid all the outstanding fixed deposits from public aggregating to Rs. 75.32 crores. As at 31st March, 2015, there was no deposit remaining unpaid or unclaimed as at the end of the year.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been undertaking CSR activities on a significant scale through QRG Foundation, a Trust instituted by the group, upholding the belief that corporates have a special and continuing responsibility towards social development.

The vision of Havells Group''s CSR activities, to make sustainable impact on the human development of under-served communities through initiatives in Education, Health and Livelihoods, has been formally codified with the constitution of a dedicated Corporate Social Responsibility Committee of the Board on 30th October, 2013 by the Board of Directors of the Company prior to the notification of section 135 of the Companies Act, 2013 and Rules framed thereunder. Details regarding the constitution, roles and functions of the Corporate Social Responsibility Committee are given in the Report on Corporate Governance.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.havells.com.

The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as ANNEXURE - 6 to this Report in the prescribed format.

21. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises 4 (Four) Members, namely Shri V. K. Chopra, Shri S. B. Mathur, Shri A. P. Gandhi and Shri Surjit Gupta, majority of them being Independent Directors except Shri Surjit Gupta, who is a Non-Independent Non-Executive Director. Shri V. K. Chopra, an Independent Director, is the Chairperson of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

22. RISK MANAGEMENT POLICY

Havells understands controlling risks through a formal programme is necessary for the well-being of the Company. To this end, the Board has formed an Enterprises Risk Management Committee to identify the risks impacting the business and formulate strategies/ policies aimed at risk mitigation as part of risk management. Further, a core Committee comprising senior management, has also been formed to identify and assess key risks and formulate strategies for mitigation of risks identified in consultation with process owners.

During the year, the Board of Directors, in its meeting held on 28th January, 2015, has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Risk Management and Governance Department of the Company have certified the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2015-16 onwards as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

24. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Prior to the notification of section 177(9) of the Companies Act, 2013, the Company has had in place a composite Policy "Idea & satark", whereby "Idea" seeks to promote a culture of innovative thinking and creativity in all aspects of business - technical, non- technical, commercial, administrative, processes, cost saving etc. that may benefit the Company; and "Satark" (alert/ vigilant) functions as a Whistle Blowing mechanism, empowering any person associated with the organisation to bring to the attention of the management any irregularity that he/ she may notice. The "Idea & Satark"

- is a forum available to the employees and any person associated with the organisation, allowing him/ her to blow the whistle/ highlight any fraud, irregularity, wrongdoing etc.

- ensures confidentiality of the whistle-blower under the Policy subject to the rights of the person against whom the grievance is made.

- provides whistle-blower access to the Chairman of the Audit Committee.

Recognizing the regulatory mandate u/s 177(9) and clause 49 of the Listing Agreement placing greater stress on the establishment of Vigil Mechanism in a listed entity for its directors and employees so they may report their genuine concerns or grievances, steps were taken during the financial year 2014-15, by way of placing refreshed drop-boxes and posters across all establishments - Units, Branches and the Corporate Office to increase awareness about Satark, especially highlighting the fact that the forum provides direct access to Audit Committee Chairman in cases where the complaint is to be made against any senior management employee.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

26. EMPLOYEE RELATIONS

Havells is an equal opportunities employer. Employees are evaluated solely on the basis of their qualifications and competencies. Havells hiring policy is geared to ensure it hires employees without regard to their race, colour, religion, national origin, citizenship, age, sex, marital status, ancestry or socio-economic background.

Havells provides equal opportunity in all aspects of employment, including recruitment, training conditions of service, career progression, termination or retirement and acts like a beacon to employees at all levels to act fairly and prevent discrimination.

The global workforce which spread across the continents, forms the backbone of the entity. We handle global preferences and mindsets of both internal and external customers. Employee recognition schemes in the form of ESOPs/ ESPS and the Idea policy have been a successful tool in acknowledging their contribution and making them partners in the wealth created by Havells.

Havells greatest asset is its employees. It is committed to attracting, retaining, and developing the highest quality and most dedicated work force possible in today''s market. It strives to promote people on the basis of their qualifications, performance, and abilities, and is determined to provide a work environment free of any form of illegal discrimination both direct and indirect, including sexual harassment. Further, Havells is committed to maintaining a workplace where each employee''s privacy and personal dignity is respected and protected from offensive or threatening behaviour including violence.

"Nirbhaya"

In accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has in place a "Nirbhaya Policy", duly approved by the Board of Directors.

An Internal Complaints Committee has been constituted under the above policy which provides a forum to all female personnel to lodge complaints (if any) therewith for redressal. The Committee submits an annual report to the Audit Committee of the Board of Directors of your Company on the complaints received and action taken by it during the financial year.

During the year, no complaint was lodged with the Internal Complaints Committee formed under Nirbhaya Policy.

In order to fulfill the desired utility of the Committee and make the Nirbhaya Policy meaningful, the Committee meets at specified intervals to take note of useful tools, mobile applications, media excerpts etc. that enhance security of female employees. The same are circulated within the organisation to encourage general awareness.

27. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - 7.

28. HAVELLS EMPLOYEES LONG TERM INCENTIVE PLAN 2014

The shareholders vide their special resolution dated 9th June, 2014 have approved the Havells Employees Long Term Incentive Plan 2014 (''the Plan'') framed in accordance with the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Plan administered by Havells Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee, covers Part A - Havells Employees Stock Option Plan 2013 and Part B - Havells Employees Stock Purchase Plan 2014.

Promoters, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the company, Employees not residing in India or Non-Resident Indians (NRIs) are not eligible for the grant of options/ issue of shares under the Plan.

The Company has received a certificate dated 17th April, 2015 from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the Resolution passed by the shareholders dated 9th June, 2014. The Certificate would be placed at the Annual General Meeting for inspection by members. Disclosures under the Havells Long Term Incentive Plan 2014 as at 31st March, 2015, are set out in ANNEXURE - 8 to this Report.

29. CREDIT RATINGS CARE Ratings

Credit Analysis & Research Limited (CARE) is a full service rating company that offers a wide range of rating and grading services across sectors. CARE''s Credit rating is an opinion on the relative ability and willingness of an issuer to make timely payments on specific debt or related obligations over the life of the instrument. CARE rates rupee denominated debt of Indian companies and Indian subsidiaries of multinational companies.

During the year, CARE has reaffirmed the CARE A1 [A One Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having a tenure upto one year. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

CARE has also reaffirmed the CARE AA [Double A Plus] rating assigned to the long-term facilities of your Company. This rating is applicable to facilities having a tenure of more than one year. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations.

Further, CARE has revised the Credit Rating assigned by it to the FD (Fixed Deposit) programme of the Company, from CARE AA (FD) (Double A Plus (Fixed Deposits)) to CARE AAA (FD) (Triple A (Fixed Deposits)).

ICRA Rating

In the annual surveillance conducted by ICRA of the Credit Rating assigned by it to the FD (Fixed Deposit) programme of the Company viz. Havells India Limited, ICRA has upgraded the rating to MAAA (pronounced as M triple A) from MAA (pronounced as M double A) earlier. MAAA is the highest-credit-quality rating assigned by ICRA.

CRISIL Ratings

CRISIL has assigned "FAAA / Stable" (pronounced "F triple A rating with stable outlook") to the Fixed Deposit Programme of the Company and "CRISIL A1 " (pronounced "CRISIL A one plus") to the Commercial Paper Programme of the Company.

30. CERTIFICATIONS

The Company has acquired a number of international certifications, like BASEC, KEMA, CB, CE and RoHS, for its various products to expand its reach in international arena.

31. CORPORATE GOVERNANCE CERTIFICATE

Good governance is not a part of our vocabulary but in our organisation''s DNA.

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreement in both letter and spirit. The Company''s core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level, advocate good governance standards at Havells. Havells has been built on a strong foundation of good corporate governance which is now a standard for all operations across your Company.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of clause 49 of the Listing Agreement forms part of the Annual Report.

Further, the Management Discussion and Analysis Report and CEO / CFO Certificate as prescribed under clause 49 of the listing agreement are also presented in separate sections forming part of the Annual Report.

32. ENVIRONMENT, HEALTH AND SAFETY

Havells is committed to protecting the health and safety of everyone involved in its operations as it is committed to protecting the sustainability of the environment in which it operates. We have worked hard to put in place management systems; controls; objectives and targets; strategies; and training that uphold and honour national and international codes and standards on health, safety and environment. Whether it is policies that inculcate safe behaviour as a personal value in all our stakeholders or that prevent accidents, we have put in place mandatory compliances for all employees and contractors while on business at our sites.

Fostering a preemptive safety culture across all our assets and facilities,we also ensure energy conservation at all plant locations. We have rain water harvesting facilities at all locations including our corporate office to maintain the balance of natural resource like water.

Your Company also provides life insurance cover, personal accident cover and robust medical and health policies to employees, workers, and channel partners against any unfortunate incident.

Havells uses the "Idea policy" to encourage employees to share their ideas and contributions in making your Company an accident free unit. We strongly believe that those on the shop floor who actually execute a task are the best to judge the parameters involved for safety and welfare.

33. RESEARCH AND DEVELOPMENT

Research and Development is part and parcel of ''Knowledge Creation'' which in turn creates prosperity and wealth. It is said that ''an idea'' can change your life; yes, on the same basis R & D brings profits and wealth to your enterprise. R & D has helped Havells in building products indigenously and progressively.

The Havells'' Center for Research and Innovation (CRI), at the Company''s Head Office premises in Noida, U.P has been serving your Company since 2005. The ISO-9001, 2000 certified CRI is recognized by Department of Scientific & Industrial Research and Ministry of Science & Technology, Government of India. Further, we have dedicated R & D departments (CRIs) at all plant locations and all of them are recognized by the Department of Scientific and Industrial Research (DSIR), Ministry of Science and Technology.

The state-of-the-art R & D center, run by a strong team of engineers, cooperates closely with the various departments so as to provide the best and the latest in terms of technology and design. We take a step forward every day; based on our sound understanding of the dynamics of the business and that of our products, all integrated with the continuous endeavours of our research and development team.

34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205C of the Companies Act, 1956, your Company has transferred Rs. 3,08,058/- during the year 2014-15 to the Investor Education and Protection Fund. This amount was lying unclaimed/ unpaid with the Company for a period of seven years after declaration of Dividend for the financial year ended 2006-07.

35. LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). NSE has been defined as the Designated Stock Exchange of the Company. The listing fee for the year 2015-16 has already been paid to the credit of both the stock exchanges.

36. APPOINTMENT OF NEW RTA (REGISTRARS & TRANSFER AGENTS) OF THE COMPANY

During the year, the Board of Directors consented to appoint Link Intime India Private Limited, having its registered office at C-13, Pannalalsilk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400078, as the new RTA (Registrars & Share Transfer Agents) of the Company in place of MCS Limited, Company''s existing RTA.

All operations and services shall be handled by the Link Intime office in Delhi. The complete address for communication with the new RTA is given in the section on Corporate Governance Report.

The process of shifting is currently in progress and till the completion of all required formalities in this regard the existing RTA of the Company i.e. MCS Limited shall continue to provide share registry services to shareholders of the Company.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - 9 and forms part of this Report.

38. ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.

For and on behalf of Board of Directors of Havells India Limited

Anil Rai Gupta

Noida, May 11,2015 Chairman and Managing Director

---

Mar 31, 2013

Dear Shareholders,

The Directors present the Company''s 30th Annual Report and Audited Accounts for the financial year ended 31st March 2013.

RESULTS FOR THE YEAR

(Rs. in Crores)

Particulars Consolidated Standalone 2012-13 2011-12 2012-13 2011-12

Net Sales 7,247.89 6,518.20 4,224.99 3,615.61

Other Income 33.37 41.35 10.49 7.17

Opting profit before Finance cost, Depreciation, Tax and 702.26 698.68 543.61 462.86

Extraordinary items

Less:

Depreciation and amortization expenses 109.66 94.85 57.88 44.66

Finance Costs 123.22 128.10 28.55 44.39

Profit before Tax and Exceptional Expenses 469.38 475.73 457.18 373.81

Add: Exceptional Expenses 194.41 - - -

Less: Tax 82.36 105.81 85.79 68.38

Net Profit for the year 581.43 369.92 371.39 305.43

Add : Balance brought forward from previous year 638.91 393.29 993.03 778.37

Add : Share of Profit transfer to minority 0.00 0.51 - -

Add: Transferred in pursuance of Scheme of Amalgamation - - - 34.04

Profit available for appropriation 1,220.34 763.72 1,364.42 1,117.84

Appropriation of Profits

Transfer to General Reserve 37.50 30.55 37.50 30.55

Proposed Dividend 93.58 81.10 93.58 81.10

Corporate Dividend Tax 15.91 13.16 15.91 13.16

Balance carried over to Balance Sheet 1,073.35 638.91 1,217.43 993.03

1,220.34 763.72 1,364.42 1,117.84

DIVIDEND

Your Directors are pleased to recommend a Dividend @ Rs. 7.50 per equity share for the year 2012-13. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 109.49 crores (including Corporate Dividend Tax of Rs. 15.91 crores) out of the profits thus giving 29.48% payout from the net profit of the Company. The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed from 22nd June 2013 to 28th June 2013 (both days inclusive).

FY 2013 IN RETROSPECT

Havells, on a standalone basis had net sales of Rs. 4,225 crores in 2012-13 against Rs. 3,616 crores in 2011-12. The operating profit before Finance cost, depreciation and tax was Rs. 544 crores in financial year 2012-13 against Rs. 463 crores in financial year 2011-12. The comparison includes foreign exchange loss of Rs. 3.38 crores in 2011-12 and foreign exchange gain of Rs. 0.87crores in 2012-13. Profit after tax was Rs. 371 crores in current year 2012-13 against Rs. 305 crores in previous year 2011-12.

Havells, on a consolidated basis had net sales of Rs. 7,248 crores in financial year 2012-13 against Rs. 6,518 crores in previous financial year 2011-12. The consolidated operating profit before Finance cost, depreciation and tax was Rs. 702 crores in current year 2012-13 against Rs. 699 crores in previous year 2011-12.

PERFORMANCE REVIEW

The year 2012-13 has been a satisfactory year keeping in view the global economic conditions. Havells India grew by 17% with a turnover of Rs. 4,225 crores and PAT of Rs. 371 crores. The sluggish growth in infrastructure sector impacted the performance of industrial cable division but all other segments registered impressive growth.

Your Company is primarily an electrical equipment company with products for the industrial & domestic sectors. Circuit protection switchgear, cables, motors, fans, power capacitors, compact fluorescent lamps (CFL), luminaries, modular switches water heater and domestic appliances etc are some of its star products. Havells has some of the best global brands such as Crabtree, Sylvania, Concord, Luminance in its portfolio. Crabtree is a premium brand offering customers switches and switchgears.

Havells Sylvania is a leading, full-spectrum provider of quality, energy-efficient solutions for professional and architectural lighting and is committed to environmentally sustainable products in the international markets. Brand - Sylvania has enabled Havells to have a global presence, exposure and opportunity. Sylvania is amongst the largest lighting companies in the world. Its brands like Concord and Lumiance are lighting some of the most prestigious installations in the world like Madame Tussauds Wax Museum, London, National Museum, Delhi, French Tunnel, House of Guru Rabindranath Tagore, Kolkata, Renault showrooms worldwide and many others.

During the year, Havells marked its foray into entry level conventional piano switches ''Reo'', creating a new segment of Premium Conventional Switches. ''Reo'' has received enthusiastic response from customers and dealers. For the first time Havells under its premium brand Crabtree launched super premium glass plate switches ''Murano'' in its portfolio. The Company also expanded the product range in Crabtree brand by introducing distribution boards, MCB, RCCB and range of Time switches.

The Company continued to invest in brand building and spent close to Rs. 125 crores. The Company introduced new ad campaigns. These campaigns over the years have been helping the Company achieve top of the mind recall amongst its customers and thereby help improve sales.

During the year your Company entered into a revised Trademark License Agreement with QRG Enterprises Limited (one of the promoter companies), pursuant to which the brand "Havells" will be transferred to the Company for no consideration with effect from 1st April 2016. Presently, the brand is owned by QRG Enterprises Limited and being used by the Company. The existing Trademark License Agreement between the companies is expiring in financial year 2015-16.

The Company commissioned a large scale lighting fixtures plant at Neemrana, Rajasthan under the supervision of Sylvania France factory team, during the financial year. It is equipped with state of the art machinery and is comparable to the French plant in Sylvania. This plant will help address domestic and international demand for lighting fixtures. The growth in Small domestic appliances and water heaters segment continued to show great results during the year.

Joint Venture with Shanghai Yaming Lighting Co. Ltd.

Your Company has a joint venture viz. Jiangsu Havells Sylvania Lighting Co. Ltd. with Shanghai Yaming Lighting Co. Ltd., in People''s Republic of China, with a focus on launching energy efficient and green lighting solutions. The 50:50 joint venture of Havells India with Shanghai Yaming Lighting Co. Ltd. (China) to manufacture lighting products in China aims to leverage upon technology and manufacturing strengths of its partners, providing energy and cost efficient products for Global Sylvania and local China markets.

During the financial year, both parties to the JV injected 30% each of the registered capital with the total capital amounting to US $ 6 mn. This contribution shall be mainly used for capital expenditures and structural development. Execution of first phase of project has been completed in which Assembly Line for Fixtures, CFL & HID has been established and initial production has commenced for HID Lamps, HID Outdoor Fixtures, CFL Lamps, and LED Outdoor Fixtures. JV has started supplying to Havells India & Havells Sylvania entities and made total sales of US$ 3 million during the year.

AWARDS AND RECOGNITION

Most Trusted Electrical Brand of the country

''HAVELLS'' has been ranked as the ''Most Trusted Electrical Brand'' of the country for the second consecutive year by Trust Research Advisory (TRA), that publishes "The Brand Trust Report" each year listing India''s most trusted brands. TRA research measures 61 tangible and intangible aspects of brand trust which combine to reflect the attitudes and deep-embedded associations the brand makes with its stakeholders.

Your Company was also judged as the best Cables Company by the renowned Zee Business in its First Edition of ''Good Home Awards''. The independent research was done by Ipsos, a global market research agency, to poll some of the key stakeholders for home products, existing users, intenders/ prospective buyers and contractors to arrive at a ranking of best brands in 15 categories. Parameters used for recognizing the winner were familiarity/ brand image; trust/ quality; innovative products/ solutions; company recommended by trade; availability/ dealer network/ after sales service.

RAISING THE CEILING FOR FII INVESTMENTS IN THE COMPANY

During the year ended 31st March 2013, the participation by SEBI registered Foreign Institutional Investors (FIIs) in the share capital of your Company reached the maximum threshold of 24%. The Board of Directors hence decided to raise the permissible limit for FII shareholding from 24% to 40% to facilitate increased participation by FIIs.

The necessary consent of the Shareholders as required in terms of Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 was obtained vide Special Resolution dated 9th April 2013 passed by way of postal ballot and e-voting.

EMPLOYEES STOCK OPTION PLAN 2013

During the year, the Board of Directors introduced a stock based incentive plan titled Havells Employees Stock Option Plan 2013 (''ESOP 2013'' or ''Plan''). The Plan aims for the benefit of eligible employees and to uphold Havells philosophy of employee ownership and retention.

Promoters, Directors directly or indirectly holding 10% or above of the equity share capital of the company, Employees not residing in India or Non-Resident Indians (NRIs) are not eligible for the grant of options under this Plan.

The Plan is administered by Havells Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company.

The Shareholders of the Company, in terms of their Special Resolution dated 23rd March 2013, passed by way of postal ballot and e-voting, have given their approval to ESOP 2013, to issue upto 12,47,748 (Twelve Lacs Forty Seven Thousand Seven Hundred and Forty Eight) Options convertible into equal number of Equity shares of Rs. 5/- (Rupees five) each to eligible employees under the Plan resulting in a dilution of upto 1% of the equity share capital of the Company.

Your Company''s Statutory Auditors have certified that your Company''s Employee Stock Option Plan has been implemented in accordance with the SEBI Guidelines and the Resolution passed by the Members in this regard.

Disclosures as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the ''SEBI Guidelines'') are set out in Annexure A to this Report.

CORPORATE GOVERNANCE

Good governance is all about commitment to values and ethical business conduct. It is a mindset of the organization.

Your Company has duly complied with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreement in both letter and spirit. The Company''s core values of honesty and transparency have since its inception been followed in every line of decision making. This cumulatively at the Board level is codified to be the good governance standards at Havells. Perceptions are not built on mere assumptions and the brand that Havells has been able to build is a testimony to the fact that Corporate Governance is no concept but a way of doing business at Havells.

Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of clause 49 of the Listing Agreement form part of the Annual Report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate on discharge of finance function are also presented in separate sections forming part of the Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

Havells is committed to caring for people and the planet by integrating environmental and safety principles in all aspects of its business be it from procurement, material-use, manufacturing of sustainable products, creating awareness through marketing, and innovation/R&D for better products and processes. We constantly monitor and better our environmental and occupational health and safety performance through our internal risk management exercise. You would be happy to know that this year onwards your Company will be publishing Sustainability Report.

At the compliance level, your Company conforms to all applicable regulatory Environmental Health & Safety (EHS) requirements wherever it operates.

Your Company is sensitive to environmental and resource conservation and its manufacturing philosophies ensure safety of the worker and surroundings. Being in a non-polluting category of business, it has minimal impact on the environment but has a huge positive impact on the local community. RoHS or ''Restriction of Hazardous Substances'' compliance in all its products like CFLs, cables, PCBs, etc. ensures safety across the product life cycle. Your Company strongly believes and promotes energy conservation not only through its products but also within the premises. Energy conservation measures have been adopted at all the plants.

Your Company follows best practices for health and safety. Employees and workers are regularly trained by industry experts on issues of occupational and industrial health & safety, first-aid and environment management. Healthy lifestyle and well-being are also promoted as a culture at Havells. Your Company also provides life insurance cover, personal accident cover and robust medical & health policies to all employees, workers, and channel partners against any unfortunate incident. Havells India strongly believes in maintaining a work-life balance and therefore follows strict in- and-out work-timings. This has gone a long way in maintaining a healthy, happy and motivated workforce.

Above all, the management is open to suggestions through vigilance and innovation policies like Idea and Satark where Havells stakeholders can bring significant issues to light. Such concerns are solved immediately to eliminate the risk.

EMPLOYEE RELATIONS

Havells has over the years realized the importance of human capital and duly acknowledges it in its business operations. Your Company has managed to create "Lifers" at Havells - people who have been associated with your Company for 20 years or more, many having started their earning life at Havells retire here, after serving your entity throughout their service life. It gives the much needed stability and satisfaction when we realize that our partners in success trust us to such an extent that they stand by us at all times.

Their experience, skills, knowledge, ideas and enthusiasm are an invaluable asset. We humbly acknowledge their contributions with competitive compensation and benefits that appropriately reward performance. Pay revisions and other benefits are designed in such a way to compensate good performance of the employees of the Company.

The talent pool of your Company has steadily evolved with changing times with fresh talent being infused to meet demanding situations. The Company has a scalable recruitment and human resource management process which enables us to attract and retain high caliber minds.

Havells has been considered as a safe working environment for women employees amongst its industry peers. To further reinforce the safety standards for women at workplace, the Board of Directors of the Company, adopted the "Nirbhaya" Policy on 18th April 2013 for Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace.

Inspired by its commitment to quality and core values of honesty and transparency, your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

CORPORATE SOCIAL RESPONSIBILITY

We honor our responsibility to "give back" to society. This includes contributions of time and money, a duty to provide environmentally friendly products and services, and a desire to improve the lives of individuals here and around the globe.

Your Company focuses primarily on education and healthcare services which are essential in promoting sustainable human development and economic growth. At Havells, we integrate corporate responsibility into daily operations.

With a belief that corporates have a special and continuing responsibility towards social development, Havells Group has been undertaking CSR activities on a significant scale through QRG Foundation, a Trust instituted by the group. The Vision of Havells Group''s CSR activities is to make sustainable impact on the human development of under-served communities through initiatives in Education, Health and Livelihoods.

During the year, your Company has donated a sum of Rs. 4.50 crores to QRG Foundation dedicated to support social and philanthropic causes.

A worthy endeavor that the Company supports strongly is to support children so they may become self-supporting, contributing citizens. Havells is providing mid-day meals to more than 35,000 students of primary schools in Alwar District. Providing these children with meals in schools gives them an incentive to come to school, stay in school and provides them with the necessary nutrients they need to focus on learning.

RESEARCH AND DEVELOPMENT

Pursuing a relentless commitment to quality, Havells is mandated to continuously innovate on processes and systems to deliver superior competitive capabilities and products. With the object of providing its customers the best products and zero defect services and to enable them to be comfortable and secure in usage of electricity, Havells'' Center for Research and Innovation (CRI), at the Company''s Head Office premises in Noida, U.P. has been operating consistently. The ISO-9001, 2000 certified CRI is recognized by Department of Scientific & Industrial Research and Ministry of Science & Technology, Government of India. Further, all Havells manufacturing units individually have their R&D departments (CRIs) and all of them are ISO 9001:2000 certified and are recognized by the Department of Scientific and Industrial Research (DSIR), Ministry of Science and Technology.

The R&D centre has been equipped with state-of-the-art equipment for carrying out research and securing proprietary technologies for your Company''s businesses. The centre closely cooperates with the various departments so as to provide the best and the latest in terms of technology and design.

Your Company is inspired by the vision of attaining the position of one of India''s most admired and valuable companies. To this end each product is continuously developed to effectively address the challenge of growth in an increasingly competitive market.

CREDIT RATING CARE

Credit Analysis & Research Limited (CARE) is a full service rating company that offers a wide range of rating and grading services across sectors. CARE''s Credit rating is an opinion on the relative ability and willingness of an issuer to make timely payments on specific debt or related obligations over the life of the instrument. CARE rates rupee denominated debt of Indian companies and Indian subsidiaries of multinational companies.

During the year, CARE has reaffirmed the CARE A1 [A One Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having a tenure upto one year. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

Further, CARE has also reaffirmed the rating of CARE AA [Double A] assigned to the long-term facilities of your Company. This rating is applicable to facilities having a tenure of more than one year. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations.

SUBSIDIARY COMPANIES

As on 31st March 2013, your Company has 56 (fifty six) subsidiaries out of which 55 (fifty five) companies are registered outside India, 1 (one) of which is based at Hong Kong, which serves as a Central Procurement Company (CPC) to procure various electrical products for Havells and Sylvania trading operations.

In the light of MCA Circular No. 2/2011 issued by the Central Government dated 8th February 2011 the Company is exempted from attaching the Annual Accounts of each of its subsidiary companies with the Balance Sheet of the Company.

The Board of Directors of the Company has, by Resolution passed in its meeting held on 28th May 2013, given consent for not attaching the Balance Sheets of the subsidiaries concerned.

The consolidated financial statements of the Company and all subsidiaries duly audited by the statutory auditors are presented in the Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India.

Further, the following information in aggregate for each subsidiary including subsidiaries of subsidiaries has been annexed to the consolidated balance sheet:-

(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to Shareholders of the Company and its subsidiary companies upon request and it shall also be made available on the website of the Company i.e. www.havells.com. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the head office of the Company and the offices of its subsidiary companies.

BOARD OF DIRECTORS

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Shri S K Tuteja and Dr. Adarsh Kishore, Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Shareholders of the Company in the Annual General Meeting held on 25th August 2009 had last re-appointed Shri Qimat Rai Gupta as the Chairman and Managing Director and Shri Anil Rai Gupta as the Joint Managing Director of the Company with further revision to the terms being made in the Annual General Meeting of 29th September 2010, and as per the terms of the Resolution, their tenure shall expire on 31st March 2014.

Accordingly, the Nomination and Remuneration Committee of the Board of Directors in its meeting held on 18th April 2013, in accordance with the provisions of Sections 198, 269, 316, 309 and 310 read with Schedule XIII and all other applicable provisions of the Companies Act, 1956, has recommended to the Shareholders of the Company, the re-appointment of Shri Qimat Rai Gupta as the Chairman and Managing Director and Shri Anil Rai Gupta as the Joint Managing Director of the Company for a period of 5 years with effect from 1st April 2014 to 31st March 2019.

Further, the Shareholders of the Company in the Annual General Meeting held on 29th September 2010 had also re- appointed Shri Rajesh Gupta as the Director - Finance of the Company for the period from 1st April 2010 to 31st March 2015. The Nomination and Remuneration Committee of the Board of Directors in its meeting held on 18th April 2013, has also recommended to the Shareholders of the Company, the revision in the terms of appointment of Shri Rajesh Gupta, Director-Finance of the Company with effect from 1st April 2014 for the balance term of his tenure upto 31st March 2015.

The details of Directors being recommended for re- appointment as required in clause 49 of the Listing Agreement are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the re-appointment of Directors are also included in the Notice.

AUDITORS

The Statutory Auditors, M/s V. R. Bansal & Associates, Chartered Accountants, (Regn. No. 016534N) and M/s S.R. Batliboi & Co. LLP (Registration No. 301003E) hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The observations of Auditors in their reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

In terms of letter No. 52/26/CAB-2010 dated 24th January 2012 received from the Cost Audit Branch of the Ministry of Corporate Affairs and pursuant to the provisions of section 224(1B) read with section 233B of the Companies Act, 1956, M/s Sanjay Gupta & Associates (Regn No 00212), Cost Accountants were appointed as the cost auditors of the Company for the year ending 31st March 2013.

Further, the Compliance Report in respect of the financial year 2011-12 was filed by the Cost Auditor in the XBRL mode in Form A on 11th January 2013, within the due date of 28th February 2013.

FIXED DEPOSITS

The Company had, in the past, been accepting Fixed Deposits from its members and public till year 2005-06 and the Board of Directors of the Company, in its meeting held on 30th July 2012, decided to resume the activity afresh from the financial year 2012-13 onward. Accordingly, pursuant to the provisions of Section 58A read with Companies (Acceptance of Deposits) Rules, 1975, a Statement in Lieu of Advertisement was delivered to the Registrar of Companies, NCT of Delhi & Haryana for registration enabling the Company to accept the deposits till the ensuing Annual General Meeting.

There were no deposits outstanding or due as on 31st March 2013. Since then, your Company has accepted fixed deposits amounting to Rs. 45.55 crores which are within the limits prescribed under the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge hereby state and confirm that:

i) in the preparation of the annual accounts of the Company, the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii) the Directors had 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 profits of the Company for that period;

iii) the Directors had 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

iv) the Directors had prepared the annual accounts of the Company on a going concern basis.

CERTIFICATIONS

The Company has acquired a number of international certifications, like BASEC, KEMA, CB, CE, ASTA and RoHS for its various products to expand its reach in international arena.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205C of the Companies Act, 1956, your Company has transferred Rs. 1,30,215/- to the Investor Education and Protection Fund. This amount was lying unclaimed/ unpaid with the Company for a period of seven years after declaration of Dividend for the financial year ended 2004-05.

CONTRIBUTION TO EXCHEQUER

The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company paid Rs. 85.79 crores towards Income Tax as compared to Rs. 68.38 crores paid during the last financial year. The Company also paid Excise Duty of Rs. 281.38 crores, Sales Tax & Service Tax of Rs. 372.98 crores, totaling Rs. 654.36 crores during financial year 2012-13 as compared to Rs. 493.85 crores paid during last financial year.

LISTING OF SHARES

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). NSE has been defined as the Designated Stock Exchange of the Company. The listing fee for the year 2013-14 has already been paid to the credit of both the stock exchanges.

PERSONNEL

Particulars of Employees required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, form part of this report and are annexed herewith. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required to be disclosed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto in Annexure C and form part of this report.

ACKNOWLEDGEMENTS & APPRECIATION

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, financial institutions, Rating Agencies, Stock Exchanges, NSDL and CDSL.

The Board wishes to express its grateful appreciation for the assistance and co-operation received from vendors, customers, Central and State Government bodies, auditors, legal advisors, consultants, dealers, retailers and other business associates.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at all levels.

For and on behalf of

Board of Directors of Havells India Limited

(Qimat Rai Gupta)

Noida, May 28, 2013 Chairman and Managing Director

---

Mar 31, 2011

The Directors present the Companys 28th Annual Report and Audited Accounts for the financial year ended 31st March, 2011.

RESULTS FOR THE YEAR

(Rs.in Crores)

Consolidated Stand Alone Particulars 2010-11 2009-10 2010-11 2009-10

Net Sales 5612.63 5,162.57 2881.65 2,371.41

Operating Profit before Interest, Depreciation, Tax and Amortisation (EBIDTA) 548.88 311.41 337.30 305.48

Less:

Depreciation 80.44 83.69 29.34 23.27

Interest 81.97 87.11 15.81 6.43

Less: Exceptional Items 3.59 - - -

Add: Other Income 23.72 22.17 17.72 14.53

Profit before Tax 406.60 162.78 309.87 290.31

Less: Tax 103.14 93.18 68.29 62.15

Net Profit before Minority Interest and Extraordinary item 303.46 69.60 241.58 228.16

Less: Minority Interest 0.36 0.04 - -

Add: Extraordinary Item 0.47 - 0.47 -

Net Profit after Minority Interest and Extraordinary item 303.57 69.56 242.05 228.16

Add : Balance brought forward from previous year 150.22 130.41 596.82 418.41

Profit available for appropriation 453.79 199.97 838.87 646.57

Appropriation of Profits

Transfer to General Reserve 24.25 22.70 24.25 22.70

Interim Dividend - 7.52 - 7.52

Proposed Dividend 31.19 15.60 31.19 15.60

Corporate Dividend Tax 5.06 3.93 5.06 3.93

Balance carried over to Balance Sheet 393.29 150.22 778.37 596.82

453.79 199.97 838.87 646.57

FY 2011 IN RETROSPECT

Havells, on a consolidated basis had net sales of Rs. 5,613 crores in financial year 2010-11 against Rs. 5,163 crores in previous financial year 2009-10.

Havells, on a stand-alone basis had net sales of Rs. 2,882 crores in financial year 2010-11 against Rs. 2,371 crores in financial year 2009-10. The operating profit before interest, depreciation and tax was Rs. 337 crores in financial year 2010-11 against Rs. 305 crores in financial year 2009-10. The interest charges for financial year 2010-11 were Rs. 16 crores against Rs. 6 crores in financial year 2009-10. Profit after tax was Rs. 242 crores in financial year 2010-11 against Rs. 228 crores in financial year 2009-10.

BUSINESS HIGHLIGHTS

Entry into Electric Water Heaters business

During the year under review, your Company also ventured into "Home Comfort Products" with its foray into

a new generation, Electric Water Heater business. Keeping the trend of developing energy efficient products in all the segments, Havells newly 5 star rated electric water heaters are as per the standard of BEE (Bureau of Energy Efficiency) using the latest "Penta Shield" technology which provides 5-fold safety thermostat, thermal cutout, RCCB, pressure release valve and vacuum release valve.

Set-up of Worlds First New generation CMH Lamp Plant at Neemrana

Havells India Limited has set up a state-of-the-art plant in collaboration with Havells Sylvania, Belgium for production of Ceramic Metal Halide lamps. Havells is the fourth company in the world other than Philips, Osram, and GE to achieve this milestone. Ceramic metal halide lamps are used for high end applications in the area of accent lighting, shopping malls and also outdoor lighting wherever true colour rendition and consistent colour are vital criterion.

Launch of Havells Brand in US and Mexico

Havells Sylvania operated with brand "Sylvania" in all countries of the world except USA and Mexico, where it was using brand "SLI". We have now re-launched the operations with Havells brand in key economies of the world. Using a strong and successful brand like "Havells" will help the business in long term. It will also establish Havells as a global brand.

SUCCESSFUL COMPLETION OF SYLVANIA RESTRUCTURING

Your Directors are glad to report that the past year witnessed the turn-around of Sylvania after an effective and successful integration. We have consolidated our operations both in the domestic and international markets. The continued strong performance of Havells-Sylvania is a proof of robust system now in place in the Company. Sylvania, on stand-alone basis, finished the year with Rs. 78 crores profits before tax as against loss of Rs. 140 crores during 2009-10. Operating profit before interest, depreciation and exceptional item during the year 2010- 11 was Rs. 191 crores against a negative figure of Rs. 7 crores in the financial year 2009-10.

The organization-wide restructuring process concluded successfully, resulting in higher efficiency and streamlined operations. The turnaround of the subsidiary - Havells Sylvania not only propelled your Companys consolidated growth but also enabled it to create a scalable business model, poised to deliver sustained growth and create shareholder value. We continue to strengthen our businesses, widen our reach, rationalize our costs and improve our product profile to sustain the growth achieved.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ Rs. 2.50 per equity share for 2011 on 12,47,74,812 equity shares of Rs. 5/- each. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 36.25 crores (including Corporate Dividend Tax of Rs.5.06 crores) out of the profits thus giving 15% payout from the net profit of the Company. The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed from 26th July, 2011, Tuesday to 29th July, 2011, Friday (both days inclusive).

SCHEME OF AMALGAMATION

With a view to reap synergies of operations and to optimally utilize the available resources and services, the Company envisaged a Scheme of Amalgamation during the year to merge Standard Electrical Limited (a 100% subsidiary of the Company) with the Company.

The shareholders of the Company have approved the Scheme of Amalgamation in the Court convened meeting held on 2nd April, 2011. The Appointed Date for the scheme is 1st April, 2011. However the same will be made effective from filing of the certified copy of the

Order of the Honble High Court of Delhi at New Delhi, with the Registrar of Companies, NCT Delhi and Haryana.

AWARDS AND RECOGNITION

National Energy Conservation Award for Ceiling Fans

In appreciation of the achievements in Energy Conservation in the manufacturing of BEE star labeled appliances (Ceiling Fans) sector for the year 2010, your Company has been awarded the "National Energy Conservation Award for Ceiling Fans" on 14th Dec 2010 by Minister of Power, Government of India.

Award for Beacon Lighting

Concord, the premium brand of Havells Sylvania was honoured with the Best Interior Luminaire crown for the 2nd year in succession at the Lighting Design Awards, the heart of the architectural lighting industry. The new Concord Beacon LED range includes the Beacon Muse LED which uses cutting edge technology and ancient lens principles to create a fully adjustable spotlight.

Award for Product Design

In recognition of its outstanding and innovative design, Concords Stadium LED spotlight was awarded the "red dot award product design". The Concord Stadium is an innovative low energy LED spotlight for a myriad of lighting applications, including museums, galleries and retail spaces. The Stadium portfolio introduces two versions, Stadium EVO and Stadium PRO, both with excellent colour rendering, low running temperatures, very long lamp life resulting in reduced maintenance costs and energy saving efficient light source.

Best Stall Award in Electrical fair

Havells Sylvania was awarded the Best Stall in Electrical Fair held at Kolkatta by Calcutta Electric Traders Association (CETA). This platform was used to launch Sylvania in West Bengal. CETAs mission is to promote the business profile of its members and to provide companies who choose to do business with CETA members, whether as customers or suppliers, with an assurance of quality.

Power Brand Award

Havells was chosen as Power Brand by the Indian consumers as surveyed by ICMR (Indian Council for Market Research) instituted by Power Brands India. This award is given on the basis of strong brand presence in the minds and hearts of Indian consumers.

CREDIT RATING

CARE

Credit Analysis & Research Ltd. (CARE Ratings) is a full service rating company that offers a wide range of rating and grading services across sectors. CARE has an unparalleled depth of expertise. CARE Ratings methodologies are in line with the best international practices. CAREs Credit Rating is an opinion on the relative ability and willingness of an issuer to make timely payments on specific debt or related obligations over the life of the instrument. CARE rates rupee denominated debt of Indian companies and Indian subsidiaries of multinational companies.

During the year, CARE has reaffirmed the ratings assigned to Havells India Limited. CARE has assigned the rating of CARE AA (Double A) to Havells for its long term bank facilities and PR1+ (PR One Plus) to its short term bank facilities. Facilities with these ratings are considered to offer High safety for timely servicing of debt obligations with very low credit risk.

The ratings continue to reflect the reputed brand name of Havells India Limited (HIL), its established market position in the electrical equipment business, wide product portfolio and well-established distribution network.

BONUS ISSUE OF SHARES

Your Company had brought out a Bonus Issue of Shares in the ratio of 1:1 being approved by the Shareholders by means of a Special Resolution in the last Annual General Meeting held on 29th September, 2010. The Record Date for the purpose was fixed for 11th October, 2010 and the allotment of Bonus Shares was made on 12th October 2010. The Issued, Subscribed and Paid-up Share Capital of the Company reckoned with no. of shares was 6,23,87,406 Equity shares of Rs. 5/- each prior to Bonus allotment and post-allotment of Bonus shares the no. of shares doubled to 12,47,74,812 Equity shares of Rs.5/- each.

INCREASE IN AUTHORIZED SHARE CAPITAL

The issuance of Bonus Shares in the ratio of 1:1 necessitated the increase in the Authorized Share Capital of the Company. Accordingly, increase in Authorized Share Capital of the Company by Rs.60,00,00,000/- (Rupees Sixty Crores only) by creation of additional 12,00,00,000 Equity Shares of Rs.5/- each was also approved by the Shareholders of the Company in the last Annual General Meeting held on 29th September, 2010 by means of a Special Resolution.

At present the Authorized Share Capital of the Company stands at Rs. 100,00,00,000/- (Rupees One Hundred Crores only) divided into 20,00,00,000 Equity Shares of Rs.5/- each.

SUBSIDIARY COMPANIES

As on 31st March, 2011, your Company has 54 (fifty four) subsidiaries out of which 52 (fifty two) companies are registered outside India - 50 (fifty) of them falling under Sylvania umbrella; 1 (one) based at Cyprus and another

1 (one) based at Hong Kong, which serves as a Central Procurement Company (CPC) to procure various electrical products for Havells and Sylvania trading operations and

2 (two) subsidiaries are registered in India.

In the light of a recent Circular issued by the Central Government dated 8th February, 2011 the Company is exempted from attaching the Annual Accounts of each of its subsidiary companies with the Balance Sheet of the Company.

The Board of Directors of the Company has, by Resolution passed in its meeting held on 27th May, 2011, given consent for not attaching the Balance Sheet of the subsidiary concerned.

The consolidated financial statements of the Company and all subsidiaries duly audited by its statutory auditors are presented in the Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India.

Further, the following information in aggregate for each subsidiary including subsidiaries of subsidiaries has been annexed to the consolidated balance sheet:-

(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to Shareholders of the Company and its subsidiary companies upon request. The annual accounts of the subsidiary companies shall also be kept for inspection by any Shareholder in the head office of the Company and the offices of its subsidiary companies.

BOARD OF DIRECTORS

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Shri Niten Malhan and Shri A P Gandhi, Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The details of Directors being recommended for re- appointment as required in Clause 49 of the Listing Agreement are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the re-appointment of Directors are also included in the Notice.

AUDITORS

The Statutory Auditors, M/s V R Bansal & Associates, Chartered Accountants, (Regn. No. 016534N) hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956.

The Company has also received a Special Notice under section 190 of the Companies Act, 1956, from Shri Harish Golani, one of the members of the Company, proposing the appointment of M/s. S. R. Batliboi & Co., Chartered Accountants (Registration No. 301003E) as Joint Auditors of the Company for the financial year 2011-12. A consent letter, confirming the eligibility and willingness for such appointment, as received form M/s. S. R. Batliboi & Co., Chartered Accountants (Registration No. 301003E), has also been received by the Company.

The Board of Directors accordingly recommends the Resolution set out in Item no. 6 of the accompanying Notice for approval of the Members.

AUDITORS REPORT

The observations of Auditors in their reports on standalone and consolidated financials are self explanatory and therefore do not call for any further comments.

CORPORATE GOVERNANCE

The Company has duly complied with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreement, and as required Report on Corporate Governance, Certificate of Auditors confirming compliance with the requirements of Corporate Governance form part of the Annual Report. In accordance with the Listing Agreement requirements, the Management Discussion and Analysis report and CEO/CFO Certificate on discharge of finance function is presented in a separate section forming part of the Annual Report.

FIXED DEPOSITS

During the year your Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge hereby state and confirm that:

i) in the preparation of the annual accounts of the Company, the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii) the Directors had 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 profits of the Company for that period;

iii) the Directors had 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

iv) the Directors had prepared the annual accounts of the Company on a going concern basis.

ENVIRONMENT, HEALTH AND SAFETY

Havells attaches great value to its employees and workers who constitute its most important productive asset. We believe that the safety and health of its personnel are of paramount concern. The Company strives to prevent all possible accidents, incidents, injuries and occupational illnesses during the working hours. We seek to meet

leading health, safety and wellness standards to enhance our business performance while optimizing employee health.

We strive to achieve excellence in providing a healthy and safe working environment, and to support environmentally sound practices in the conduct of our business.

The Company is dedicated to continuous efforts to improve the compatibility of our operations with the environment while developing and supplying high quality products to consumers. We recognize our responsibility to work with the public, the government, and others to develop and to use natural resources in an environmentally sound manner while protecting the health and safety of our employees and the public.

The Companys units and offices are equipped with modern amenities to meet strict requirements of efficient servicing and smooth functioning at all times. The Company follows strict compliance of pollution and commercial norms in carrying out the manufacturing activities and establishment of plants and offices.

The Company in its recognition of its human capital has opted for Group Term Life (life insurance cover) for all its employees. The Company also has in place several insurance, medical and other welfare covers that it has purchased to shield its employees against varied risks - those of health, disability, accident etc.

EMPLOYEE RELATIONS

Our people are the key to our success. Their skills, knowledge, ideas and enthusiasm drive our business. We have high-quality, diverse workforce and employees who fulfill their potential. We have achieved this by giving them development and advancement opportunities along with competitive compensation and benefits that appropriately reward performance.

We communicate widely with employees to demonstrate how their efforts contribute to our success and to listen to their concerns. We also encourage them to align with our vision. We are committed to open communications and a workplace where everyones voice is heard.

We use several channels to communicate with employees, including an internal web portal and Company website along with communication sessions with the top management of the Company. These sessions provide assessment of employee satisfaction and are inputs for business planning, management decision-making and Company strategy development. They also help employees implement Company policies, meet high standards of conduct and ensure their behavior reflects Company values and policies.

CORPORATE SOCIAL RESPONSIBILITY

"If you plan for one year, sow rice, if you plan for 10 years, plant a tree. If you plan for 100 years, educate a child."

Our nation has made progress in terms of increasing primary education attendance rate and expanding literacy to a large part of the population. Indias improved education system is often cited as one of the main contributors to the economic rise of India. However, the nation continues to face stern challenges. Despite growing investment in education, a part of the population is still illiterate; not many Indian students reach high school, and fewer graduate.

At Havells, we integrate corporate responsibility into all we do. With global reach comes substantial responsibility, and we take that responsibility seriously. We feel a responsibility to make our Company and our world better for those who follow us.

We understand that education is essential in promoting sustainable human development and economic growth. We believe that combining a focus on education as well as health care fosters economic well-being. As a responsible and conscientious corporate citizen, we aim to draw our focus primarily on education and healthcare services so as to enable the poor and needy to benefit from growth and transform themselves into empowered beings.

Havells has supported and engaged in activities that aim to improve the organizations contribution to society. The Companys corporate responsibility straddles a stakeholder base that goes far beyond its shareholders. During the year, your Company has donated a sum of Rs. 65 Lacs to QRG Foundation, a Trust instituted by the group, dedicated to support social and philanthropic causes. Our commitment to society at large is further demonstrated in the following ways:

- Mid day Meals

Supporting children so they may become self-supporting, contributing citizens is a worthy endeavor that the Company supports strongly. Havells is providing mid-day meals close to 15000 students of primary schools in Alwar. Providing these children with meals in schools gives them an incentive to come to school, stay in school and provides them with the necessary nutrients they need to focus on learning. We are enhancing the number of children being catered to about 50,000 from July this year.

- Medical Aid

With the objective of upliftment of quality of life of underprivileged people, QRG Foundation Trust is involved in providing healthcare services through mobile healthcare vans for the slum areas of Delhi region and providing free medical check-ups and medicines to needy people.

SETTLEMENT OF TRUST FOR THE BENEFIT OF CHANNEL PARTNERS

Your Company has always believed that Schemes and incentives play a vital role in the Companys channel strategy. Havells has always strongly upheld that it is most essential to engage with the channel partners on a continuous basis. Inspired with that vision the Company had brought out an innovative and attractive Incentive

Scheme not just to offer avenues for improving sales by the Dealers/ Distributors but also considering the creation of a profitable proposition for them as well as their entire family members in the form of growth opportunities by investing additional 1% incentive on the sales generated by them. To aid such Schemes for the benefit of channel partners, the Company had settled an irrevocable discriminate contributory Trust namely Havells Business Partners Trust during FY2011.

The Trust has been set-up exclusively for the purpose of facilitating benefit schemes and like for the Dealers/ Distributors and works independent of the Company, Havells India Limited.

RESEARCH AND DEVELOPMENT

Innovation is the hallmark of every vital development at Havells India Limited. New ideas and inventions deepen scientific knowledge and give any work force a new impetus towards technical progress.

Havells technological strengths and its endeavour towards continuous research & development have allowed it to fulfill its responsibilities towards its customers. The responsibility of providing its customers the best products and zero defect services to enable them to be comfortable and secure in usage of electricity, Havells has set-up its Center for Research and Innovation (CRI), at the Companys Head Office premises in Noida, U.P. The ISO-9001, 2000 certified CRI is recognized by Department of Scientific & Industrial Research and Ministry of Science & Technology. The objective of this centre is to provide the theoretical & experimental foundations for all segments of electrical engineering. The centre closely cooperates with the various departments so as to provide the best and the latest in terms of technology and design.

LED Lighting: With the addition of LED lighting to the bouquet of products offered, Havells continued to demonstrate its commitment to provide energy efficient solutions to its consumers. During the financial year, the Company introduced LED lightings in the area of Home, Office, Commercial & Street Lighting. This not only saves substantial energy but also has a long life & minimal maintenance thus bringing savings to the customer.

CERTIFICATIONS

The Company has acquired a number of international certifications, like BASEC, CSA, KEMA, CB, CE, ASTA, CPA, SEMKO, SIRIUM (Malaysia), and EDD (Bahrain) for its various products to expand its reach in international arena.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205C of the Companies Act, 1956, your Company has transferred the following amounts to the Investor Education and Protection Fund:

— Rs. 1,07,355/- lying unclaimed/unpaid with the Company for a period of seven years after the declaration of Dividend for the financial year ended 2002-03; and

— Rs. 66,010/- lying unclaimed/ unpaid with the Company for a period of seven years after the declaration of Interim Dividend for the financial year ended 2003-04.

CONTRIBUTION TO EXCHEQUER

The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company paid Rs. 68.29 crores towards Income Tax and Wealth Tax as compared to Rs. 62.15 crores paid during the last financial year. The Company also paid Excise Duty of Rs. 163.95 crores, Sales Tax & Service Tax of Rs. 204.32 crores, totaling Rs. 436.56 crores during financial year 2010-11 as compared to Rs. 315.15 crores paid during last financial year.

LISTING OF SHARES

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). NSE has been defined as the Designated Stock Exchange of the Company. The listing fee for the year 2011-12 has already been paid to the credit of both the stock exchanges.

PERSONNEL

Particulars of Employees required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, form part of this report and are annexed herewith. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the

Registered Office.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required to be disclosed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto in Annexure B and form part of this report.

ACKNOWLEDGEMENTS & APPRECIATION

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Rating Agencies, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from vendors, customers, banks, financial institutions, Central and State Government bodies, auditors, legal advisors, consultants, dealers, retailers and other business associates.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at all levels.



For and on behalf of Board of Directors

of Havells India Limited

(Qimat Rai Gupta)

Chairman and

Noida, 27th May, 2011 Managing Director

---

Mar 31, 2010

The Directors present the Companys 27th Annual Report and Audited Accounts for the financial year ended 31st March, 2010.

RESULTS FOR THE YEAR (Rs. in Crores)

Consolidated Stand Alone

Particulars 2009-10 2008-09 2009-10 2008-09

Net Sales 5,431.53 5,477.49 2,473.52 2,198.36

Operating Profit before

Interest, Depreciation,

Tax and 311.41 271.75 305.48 196.91

Amortisation (EBIDTA)

Less:

Exceptional Items - 198.69 - -

Depreciation 83.69 90.50 23.27 17.86

Interest 87.11 108.38 6.43 19.34

Add: Other Income 22.17 8.61 14.53 7.56

Profit before Tax 162.78 (117.21) 290.31 167.27

Tax 93.18 42.91 62.15 22.04

Net Profit before

Minority Interest 69.60 (160.12) 228.16 145.23

Minority Interest 0.04 0.04 - -

Net Profit after

Minority Interest 69.56 (160.16) 228.16 145.23

Add : Balance brought

forward from previous year 130.41 322.72 418.41 305.33

Profit available for

appropriation 199.97 162.56 646.57 450.56 Appropriation of Profits

Transfer to General Reserve 22.70 14.55 22.70 14.55

Interim Dividend 7.52 - 7.52 -

Proposed Dividend 15.60 15.04 15.60 15.04

Corporate Dividend Tax 3.93 2.56 3.93 2.56

Balance carried over to

Balance Sheet 150.22 130.41 596.82 418.41

199.97 162.56 646.57 450.56

FY 2010 IN RETROSPECT

Havells, on a consolidated basis had net sales of Rs. 5,431.53 crores in financial year 2009-10 against Rs. 5,477.49 crores in previous financial year 2008-09.

Havells, on a stand-alone basis had net sales of Rs. 2473.52 crores in financial year 2009-10 against Rs. 2198.36 crores in financial year 2008-09. The operating profit before interest and depreciation was Rs. 305.48 crores in financial year 2009-10 against Rs. 196.91 crores in financial year 2008-09. The interest charges for financial year 2009-10 were Rs. 6.43 crores against Rs. 19.34 crores in financial year 2008-09. Profit after tax was Rs. 228.16 crores in financial year 2009-10 against Rs. 145.23 crores in financial year 2008-09.

Sylvania, on stand-alone basis recorded a Revenue of Rs. 2939 crores in financial year 2009-10 against Rs. 3307 crores in financial year 2008-09. Operating profit/ (loss) before interest and depreciation and exceptional item was (Rs. 9) crores.

DIVIDEND

INTERIM DIVIDEND

Towards sharing the corporate profits with the shareholders of the Company, an Interim dividend @ 25% i.e. Rs.1.25/- per equity share was declared post third quarter of 2010 resulting in an outflow of Rs. 8.80 crores (including Corporate Dividend Tax of Rs. 1.28 crores). The dividend amount was disbursed to all the Shareholders whose names were appearing in the Register of Members as on the Record date i.e. 10th February, 2010, fixed for the aforesaid purpose.

FINAL DIVIDEND

Your Directors also recommend payment of a Final Dividend for 2010 @ Rs. 2.50 per equity share on 623,87,406 equity shares of Rs 5/- each. The proposed final dividend, subject to approval of shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 18.25 crores (including Corporate Dividend Tax of 2.65 crores) out of the profits thus giving a total 11.86% (including interim dividend) payout from the net profit of the company. The dividend would be payable to all shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed from 8th September, 2010, Wednesday to 10th September, 2010, Friday (both days inclusive).

SCHEME OF ARRANGEMENT

The Company has formulated a Scheme of Arrangement, encompassing the following:

- Creation of a Business Reconstruction Reserve (BRR) from the balance available in the Securities Premium Account of the Company. The funds available would be utilized for writing off of all the non operating / extraordinary/ abnormal costs incurred/ to be incurred on international acquisitions/ organic growth projects of the Company and should be treated like an investment cost of the international business;

- Demerger of the electrical business of Standard Electricals Limited (SEL), a company under the same management, into a 100% subsidiary company of Havells India Limited viz. Seven Wonders Holidays Limited.

The shareholders of the Company have approved the Scheme of Arrangement in the Court convened meeting held on 21st April, 2010. And the Hon’ble High Court of Delhi has sanctioned the scheme vide its Order dated 19th August, 2010. As per the Scheme of Arrangement, name of the company viz. Seven Wonders Holidays Limited would change to Standard Electricals Limited and the name of existing Standard Electricals Limited would change to QRG Corporate Services Limited.

In consideration of the transfer of the electrical business of Standard Electricals Limited to the Company’s subsidiary, the Company has issued and allotted seven (7) equity shares of the face value of Rs. 5/- each for every ten (10) equity shares of the face value of Rs. 10/- each of Standard Electricals Limited. A total of 22,19,000 Equity shares of Havells India Limited have been issued and allotted to the shareholders of Standard Electricals Limited, pursuant to the scheme.

Accordingly, as per the Scheme of Arrangement, a separate reserve account titled as Business Reconstruction Reserve (BRR) has been created by transferring balance standing to the credit of Securities Premium Account of the Company for adjustment of certain expenses as prescribed therein. Accordingly, Rs. 400 crores has been transferred to BRR and Rs. 1.36 crores in Standalone accounts and Rs. 293.53 crores in consolidated accounts have been adjusted against the same.

SALE OF BATH FITTING BUSINESS

Your Company had been engaged in the business of manufacturing and dealing in bath fittings, with its manufacturing facility located at Bhiwadi, Rajasthan. With a view to enable the Company to focus on its core business of electrical and power distribution equipments, the whole of its undertaking comprising of bath fitting business, with all assets & liabilities relating to the undertaking on a going concern basis was transferred to M/s HSIL Limited. The sale of business allows HSIL Limited to use brand “Crabtree” for a maximum period of one year, after which it will be exclusively with the Company.

Shareholders approval pursuant to Section 192A of the Companies Act, 1956, and Companies (Passing of Resolution by Postal Ballot) Rules, 2001, was obtained by means of Postal Ballot for the transfer of the undertaking u/s 293(1)(a) of the Companies Act, 1956, on 23rd April 2010.

FORFEITURE OF WARRANTS ISSUED TO SEACREST INVESTMENT LIMITED

Seacrest Investment Limited, a Warburg Pincus Group Company, holding 10.65% stake in the Company was vested with an option to convert a residual balance of 3,50,000 Warrants (Out of 26,00,000 Convertible Warrants issued on 26th November, 2007, it had opted for conversion of 22,50,000 Warrants into equivalent number of Equity Shares of Rs. 5/- each in the C ompany on 04th February, 2009) at an agreed price of Rs.690 per share till 25th May, 2009.

Upon non-exercise of conversion option by Seacrest, the Company forfeited the 10% advance amounting to Rs. 2.42 crores received as upfront money against these Warrants. As on 31st March, 2010, no security / instrument remain pending for conversion into Equity Shares of the Company.

CARE RATINGS

Credit Analysis & Research Ltd. (CARE Ratings) is a full service rating company that offers a wide range of rating and grading services across sectors. CARE has an unparalleled depth of expertise. CARE Ratings methodologies are in line with the best international practices.

CAREs Credit Rating is an opinion on the relative ability and willingness of an issuer to make timely payments on specific debt or related obligations over the life of the instrument. CARE rates rupee denominated debt of Indian companies and Indian subsidiaries of multinational companies.

CARE has assigned the rating of CARE AA (Double A) to Havells for its long term bank facilities and PR1+ (PR One Plus) to its short term bank facilities. Facilities with these ratings are considered to offer High safety for timely servicing of debt obligations with very low credit risk.

The ratings continue to refect the reputed brand name of Havells, its established market position in the electrical equipment business, wide product portfolio and well-established distribution network. The ratings also refect Havells’ strong growth in operating income, comfortable overall gearing and liquidity position as well as improved operational performance during 2009-10 emanating from improved demand in the end-user segments.

CERTIFICATIONS

The company has acquired a number of International certifications, like BASEC, CSA, KEMA, CB, CE, ASTA, CPA, SEMKO, SIRIUM (Malaysia), SPRING (Singapore), TSE (Turkey), SNI (Indonesia) and EDD (Bahrain) for its various products.

SUBSIDIARY COMPANIES

As on March 31, 2010, your Company has 55 (fifty five) subsidiaries out of which 54 (fifty four) companies are registered outside India – 53 (fifty three) falling under Sylvania umbrella and 1 (one) based at Cyprus and the 55th subsidiary is registered in India.

During the year under review, the Indian subsidiary viz. “Seven Wonders Holidays Private Limited” was acquired to facilitate the transfer of electrical business of Standard Electricals Limited.

In terms of the provisions of Section 212(8) of the Companies Act, 1956, the Company is required to attach the Annual Accounts of each of its subsidiary companies with the Balance Sheet of the Company. As the consolidated accounts present a complete picture of the financial results of the Company and its subsidiaries, the Company had applied to the Central Government seeking exemption from attaching the documents referred to in the aforesaid section. In terms of approval granted by the Central Government under Section 212(4) of the Companies Act, 1956 vide letter No. 47/246/2010-CL-III dated 19/4/2010, the documents in respect of the subsidiary companies for the year ended March 31, 2010 as set out in sub-section (1) of section 212 of the Companies Act 1956 have not been attached with the Balance Sheet of the Company.

Statement pursuant to the approval under Section 212(4) of the Companies Act, 1956, is included elsewhere in the Annual Report. The Annual Accounts of the subsidiary companies, along with the related information, is available for inspection at the Company’s registered office and copies will be made available to shareholders of Havells India Limited and its subsidiary companies upon request.

BOARD OF DIRECTORS

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Shri Surjit Gupta and Shri S B Mathur, Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Dr. Abid Hussain and Maj Gen D N Khurana vacated their office of Directorship in the Company w.e.f. 5th July 2010, pursuant to the Company’s policy on tenure of Independent Directors. The Board of Directors appreciates the valuable contribution made by Dr Hussain and Maj Gen Khurana during their tenure.

The Board of Directors in their meetings held on 11th May, 2010 and 28th July 2010, appointed Shri S K Tuteja and Dr. Adarsh Kishore respectively as Additional Directors. As per the provisions of Section 260 of the Companies Act, 1956, Shri Tuteja and Dr. Kishore shall vacate office at the forthcoming Annual General Meeting. Due notices under section 257 of the Act have been received from Members of the Company proposing the appointment of Shri Tuteja and Dr. Kishore as Directors of the Company at this Annual General Meeting, whose period of offce shall be liable to determination by retirement of Directors by rotation. Both the Directors have fled their consents pursuant to Section 264(1) of the Act to act as such Director, if appointed.

Mr. Tuteja is an IAS, FCS and M Com from DU with 1st position. Mr. Tuteja began an illustrious career as a lecturer of commerce in the esteemed Shri Ram College of Commerce (SRCC) and moved on to serve the Government of India (GOI) in various capacities. Besides, he has acted as a consultant to various international programmes carried out in the field of new technologies and innovations. He has also participated as a Member of the Indian Delegation in the Fourth Ministerial Conference of WTO held in Doha, Qatar. He was also the Chairman of the Committee on Revitalization of Sugar Industry and later a member of the group of experts constituted by GOI on Sugar Sector in 2007. He has also chaired the Pay Commission of the Government of Punjab (2006-09).

Dr. Kishore, a 1969-batch IAS officer of the Rajasthan cadre, is a former Finance Secretary, Government of India and former Executive Director, International Monetary Fund representing Bangladesh, Bhutan, India and Sri Lanka. He currently chairs the Board of Axis Bank Limited and is also the Chairman of its Risk Management Committee, Chairman of Shareholders/ Investors Grievance Committee and Member of Special Committee of the Board of Directors for Monitoring of Large Value Frauds.

In accordance with the provisions of Sections 198, 269, 309 and 310 read with Schedule XIII and all other applicable provisions of the Companies Act, 1956, the Remuneration Committee of the Board of Directors in its meeting held on 11th May, 2010 re-appointed Shri Rajesh Gupta as the Wholetime Director - Finance of the Company for a period of 5 years effective 1st April, 2010.

The Remuneration Committee also varied the terms of remuneration of Shri Qimat Rai Gupta, Chairman and Managing Director and Shri Anil Gupta, Joint Managing Director, by introducing a component of commission based on percentage of profits, in their salary structure.

The details of Directors being recommended for re-appointment as required in the clause 49 of the Listing Agreement are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

AUDITORS

The Statutory Auditors, M/s V R Bansal & Associates, Chartered Accountants, (Regn. No. 016534N) hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limit under section 224 (1B) of the Companies Act, 1956.

AUDITORS REPORT

The observations of Auditors in their reports on standalone and consolidated financials are self explanatory and therefore do not call for any further comments.

CORPORATE GOVERNANCE

The Company has duly complied with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreement, and as required Report on Corporate Governance, Certificate of Auditors confirming compliance with the requirements of Corporate Governance form part of the Annual Report. In accordance with the Listing Agreement requirements, the Management Discussion and Analysis report and CEO/CFO Certificate on discharge of finance function is presented in a separate section forming part of the Annual Report.

FIXED DEPOSITS

During the year your Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge hereby state and confirm that:

i) in the preparation of the annual accounts of the Company, the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii) The Directors had 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 profits of the Company for that period;

iii) The Directors had 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

iv) The Directors had prepared the annual accounts of the Company on a going concern basis.

ENVIRONMENT, HEALTH AND SAFETY

Havells most important measure of success has always been the health and safety of its employees, contractors, customers and neighbours. It is Havells way of doing business. The company is deeply committed to safe and effcient operations and to conducting its business in an environmentally sound manner, drawing upon its knowledgeable work force and collective experience. The Company is committed to protecting the environment that we share. We implement high environmental standards in order to ensure that our actions today will not only minimize the impact on environment, but also secure a stable and healthy environment for tomorrow.

The Companys units and offices are equipped with modern amenities to meet strict requirements of effcient servicing and smooth functioning all times. The Company follows strict compliance of pollution and commercial norms in carrying out the manufacturing activities and establishment of plants and offices. The Company has a system in place which ensures congenial and aesthetic atmosphere for working.

The company is committed to developing energy savings devices which at present include CFLs, Lighting, Fans, Motors, Capacitors, Cables and Digital Lighting Control Systems.

In continuation of its drive towards developing energy efficient products, Havells has put a Lighting Design Centre & Energy Management Cell at Noida. The centre would advise as to how a unit can reduce its energy bill without cutting down on light required.

HUMAN RESOURCES

Havells core strengths - starting with the talent, dedication and values of our employees - position us to achieve growth. We operate with the highest standards of integrity and respect for human rights. Our world grows more complex every day. We face increased challenges — geopolitical, environmental, regulatory and technical. But our employees have risen to challenges with dedication, ingenuity and hard work.

To foster an innovative spirit in the organization, Havells has in place an established policy by the name “Idea” whereby every employee is encouraged to come up with ideas – however small - that could improve his/her particular job activity, job environment or any company process for that matter.

The Company has also formulated a policy by the name “Satark” in line with the Companys commitment to the highest possible standards of ethical, moral and legal business conduct and open communication. The policy provides all employees, an avenue to raise concerns by accessing the top management, in case they observe any unethical or improper activities or any other wrongful conduct.

Developing our greatest asset, our employees, is an integral part of our business and we place great emphasis on continuous learning and development. Through its gyanodaya sessions Havells displays its commitment to inculcating a culture of knowledge sharing. Our goal is to keep management and employees up to date with current best practices, policies, processes, technologies, laws et al.

CORPORATE SOCIAL RESPONSIBILITY

At Havells, we integrate corporate responsibility into all we do. With global reach comes global responsibility, and we take that responsibility seriously. We feel a responsibility to make our company and our world better for those who follow us. Havells has supported and engaged in activities that aim to improve the organizations contribution to society. The Companys corporate responsibility straddles a stakeholder base that goes far beyond its shareholders. The company constantly engages in various community development activities in the villages around its locations. Our commitment to society at large is demonstrated in the following ways:

-Mid day Meals

Being a responsible and concerned corporate citizen, Havells undertakes welfare activities in and around its plant locations. In Alwar, Rajasthan the company is providing mid-day meals close to 15000 students of primary schools. This has greatly increased the number of children attending school regularly and also alleviated hunger.

-Medical Aid

With the objective of upliftment of quality of life of underprivileged people, Havells has donated Rs. 50 Lacs to QRG Foundation, a trust which is providing healthcare services through mobile healthcare van for the slum areas of Delhi region and provide free medical check-ups and medicines to needy people.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205C of the Companies Act, 1956, your Company has transferred Rs.52,687/- lying unclaimed/unpaid with the Company for a period of seven years from the financial year 2001-02, to the Investor Education and Protection Fund.

CONTRIBUTION TO EXCHEQUER

The Company is a regular payer of taxes and other duties to the Government. During the year under review your Company paid Rs. 62.15 crores towards Income Tax as compared to Rs. 22.04 crores paid during the last financial year. The Company also paid Excise Duty of Rs. 104.77 crores, Sales Tax & Service Tax of Rs. 148.22 crores, totaling Rs. 315.15 crores during financial year 2009-10 as compared to Rs. 295.84 crores paid during last financial year.

LISTING OF SHARES

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). NSE has been defined as the Designated Stock Exchange of the Company. The listing fee for the year 2010-11 has already been paid to the credit of both the stock exchanges.

PERSONNEL

Particulars of Employees required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, form part of this report as Annexure A. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required to be disclosed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto in Annexure – B and form part of this report.

ACKNOWLEDGEMENTS & APPRECIATION

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Rating Agencies, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from vendors, customers, banks, financial institutions, Central and State Government bodies, Auditors, legal advisors, consultants, dealers, retailers and other business associates.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at all levels.

For and on behalf of Board of Directors

of Havells India Limited

(Qimat Rai Gupta)

Noida, August 27, 2010 Chairman & Managing Director