Annual Report 2015-16

Havells India Limited
33rd Annual Report 2015-16

Contents
01 02
Corporate The Board of
Information Directors
28
04 Chairmans
About Us Letter
63
30 Management
Directors Discussion Soaring on the wings of technology, guided by an
Report and Analysis insightful understanding of markets, products and
customers, we have a clear vision for future growth
that will take us further as we endeavour to delight
customers, excite investors and inspire employees
to achieve a future that promises to bear prosperity
72 92 and purpose.
Corporate Standalone At Havells, we have the

Governance Financial
Report Statements
FUTURE IN
SIGHT.
TOMORROW
IN VISION.
141 199
Consolidated 10 Years Progress
Financial at a Glance
Statements
33rd Annual Report 2015-16
Corporate
Information
Company Secretary Listed on

Sanjay Gupta National Stock Exchange of India Limited
BSE Limited
Auditors
S. R. Batliboi & Co. LLP Registered Office
Chartered Accountants 1, Raj Narain Marg, Civil Lines,
Golf View Corporate Tower-B, Delhi - 110 054
Sector - 42, Sector Road,
Gurgaon - 122 002 (Haryana) Corporate Office
QRG Towers, 2D, Sector - 126,
V. R. Bansal & Associates
Expressway, Noida - 201 304, U.P.
Chartered Accountants
Tel : +91-120-3331000
B-11, Sector - 2,
Fax : +91-120-3332000
Noida - 201 301 (U.P.)
www.havells.com
CIN: L31900DL1983PLC016304
Bankers
Canara Bank
IDBI Bank Limited
Yes Bank Limited
Axis Bank Limited
Standard Chartered Bank
HSBC Bank Limited
HSBC Bank (Mauritius) Limited
ICICI Bank Limited
State Bank of India
Registrars and Share Transfer Agent

Link Intime India Private Limited
44, 2nd Floor, Naraina Community Centre Phase I,
Near PVR Cinema, New Delhi - 110 028
Tel: 011-41410592, 011-41410593
Fax: 011-41410591
Email: [email protected]
The Board of
Directors
S. K. Tuteja
Independent Director S. B. Mathur
Independent Director V. K. Chopra
Independent Director
Dr. Adarsh Kishore Anil Rai Gupta

Independent Director Chairman and Managing Director
Puneet Bhatia
Non-Independent
Non-Executive Director
2
Business
Review
T. V. Mohandas Pai
Non-Independent Rajesh Kumar Gupta
Non-Executive Director Whole-time Director (Finance)
and Group CFO
Directors
Report
Surjit Kumar Gupta Pratima Ram Ameet Kumar Gupta
Non-Independent Independent Director Whole-time Director
Non-Executive Director
A. P. Gandhi
Independent Director
Management Discussion
and Analysis
Corporate Governance
Report
Statements
Financial
3
The Havells Story:
Envisioning our Future and
Working Towards it
We set out
with a vision
to become a
world-class
manufacturer,
with a product
portfolio that
is aligned
with evolving
consumer needs Founded in 1958, barely over a decade after
India achieved independence, we have seen our
and aspirations. nations growth story unfold and have been a
part of it.
We planned ahead.
We understood our markets and consumer
expectations.
We conceptualised and crafted products to suit the
needs of consumers.
We invested in manufacturing capabilities and became
self reliant.
We contributed to the countrys development

and benefited from it too.
4
Business
Review
Today, we are a force to contend with, an
FMEG company with products ranging from
Directors
industrial and domestic circuit protection
Report
switchgear, cables and wires, motors, fans,
power capacitors, compact fluorescent
lamps, luminaires for domestic, commercial
and industrial applications, modular
switches covering household, commercial
and industrial electrical needs, water heater
and domestic appliances.
and Analysis
Report
What makes us proud is that we offer our customers

Statements
Financial
unique products that appeal to their progressive sense

of style, safety and convenience.
5
The
FMEG Company
At Havells,
we not only
manufacture
innovative
products but
have also
redefined
business
practices which
have helped
us transform
into a branded
consumer
company,
benchmarked
against the best
in class, across
industries.
6
Business
Review
We define Fast Moving Electrical
Goods company as:
Directors
Report
One that invests in the brand and
sets high standards for the industry
One in which distribution network is

strong and wide
One that efficiently manages working

capital
One that constantly refreshes
product range to suit evolving
and Analysis
consumer needs
Whose product range enjoys

recurring demand
We already live in that reality. We are
an FMEG company in every sense of
the word:
Report
Our brand enjoys top of the mind

recall and has set higher standards
for the industry
We have the largest distribution

network in the entire electrical industry
One of the few companies in the

electrical space to effectively use
working capital
Statements
Financial
Offer largest product portfolio that

is constantly refreshed with new
product launches
Recurring demand goes hand in

hand with the customers lifestyle
changes
7
Futuristic
Connect
Leveraging our
networks and Extensive involvement
with target groups through
technology, we m-commerce and e-commerce
to ensure faster communication
have created a 360 and wider reach.
connect with our M Catalogue - A mobile app with
dealers, retailers, a unique augmented reality feature

that helps the consumers visualise
electricians and the product picture on the site of

installation.
consumers. M Connect - A mobile app for
trade partners.
8
1.5 375
Business
Review
Lac
Electricians in our network Exclusive one-stop Galaxy showrooms
Adopting a participatory
Directors
Report
approach, our connect
with retailers, electricians
and consumers is
strengthened through
various initiatives...
and Analysis
Havells Galaxy - Around 375
exclusive one-stop showrooms.
Havells Sampark 2015 - Unique

engagements for retailers.
Havells Power plus - Enabling us

to repeatedly connect with over
1.5 lac electricians.
An integrated bouquet of
products offered through the same Report
channel helps in maximising shelf
space, creates long-term bonding
and ensures faster growth of the
channel partners. It also offers wider
range of products to customers.
Statements
To capture multiple customer universe and ensure

Financial
exponential future growth, we spread our net wide and

balance channel conflict by targeting various channels -
B2G, online, B2B and B2C.
9
Appealing to new-age
progressive consumers
with products of
the future
We anticipated a change in
Aspirations for a better lifestyle aspirations as the natural outcome
of the Indian growth story. So, we
amongst Indias next-gen has led conceived and re-engineered our
products as lifestyle statements
us to deliver home automation, rather than mere essentials.
intelligent lighting, super Imbibing the nations mission for

sustainability, we are revamping our
premium fans, state-of-the-art manufacturing capacities and
technologies.
switchgears, remote-controlled
water heaters, air purifiers and
air fryers... and the list goes on as
our drawing board is packed with
innovative ideas.
10
Business
Review
Our target audience is getting
We spot emerging trends and younger and more varied as decision
Directors
Report
making patterns within families are
innovate accordingly. becoming more inclusive.
Today, we appeal to 45+year

olds, young adults, homemakers,
teenagers and even children.
and Analysis
Report
Statements
Financial
When India reaps the demographic dividend,

we are ready to ride the wave.
11
Supporting future
sustainability
Havells has
always been
quick to adopt Water
All plants having rainwater harvesting facilities
research and 5 zero discharge facilities
Reduced water consumption by 50,000 kL
production of across all plants
sustainable
technology.
Some
testaments Energy
Energy audits conducted at all plants
ISO 50001 being adopted at all plants
Improving energy efficiency resulting
in saving 4 million kWh across our
plants
Adopted LED lighting at all our plants
Materials
Reduced use of hazardous materials in
packaging and process by 20%, e.g.
Thermocol, Silicon Spray, etc.
Reduced wood consumption for packaging
12
Business
Review
Directors
World Class Manufacturing
Report
Most facilities certified for ISO 9001,
14001 and 50001, along with OHSAS
18001
Focus on automation
and Analysis
Report
Greenhouse Gas emissions

Adoption of bio-fuels at 5 plants
Optimisation of logistics resulting
in reduced miles and costs
Use of solar lighting in Faridabad
plant
Statements
Financial
And the list goes on
13
Looking at
emerging growth hot spots
(tier 2-3 cities)
8,000 towns,
6,30,000 villages,
8 million
over stores
1.2 billion
and people
The next incremental wave of growth

will come from small town India
where demand for lifestyle products
has just begun. As incomes rise and
exposure increases, tier II and tier
III towns could well overshadow the
current pool of consumers.
14
Business
Review
Anticipating these dynamics, we reach
out to dealers, retailers, electricians
Directors
Report
and consumers in tier II, III and IV
towns by building bonds with them via
technological platforms.
List of 43 branches in India Delhi Noida

Haryana Kanpur
Chandigarh Lucknow
Himachal Dehradun
Ludhiana Haldwani
and Analysis
Amritsar Indore
Jammu Bhopal
Srinagar Jabalpur
Jaipur Chhatisgarh
Jodhpur
Kolkata Rajkot Corporate Governance

Siliguri Hyderabad Report
Assam Vijayawada
Orissa Bangalore/Hubli
Bihar Chennai
Jharkhand Trichy
Mumbai Coimbatore
Nagpur Madurai
Pune/Kolhapur Cochin
Goa Calicut
Ahmedabad Trivandrum
Surat
NOT TO SCALE - FOR ILLUSTRATION PURPOSE

Statements
Financial
Our tomorrow is tied together as we

help each other soar.
15
Future Ready
Management
The management has long focussed on financial prudence, good

With the governance and continues to emphasize on:
progressive
Financial discipline: With our prudent and innovative approach
approach of the in managing our finances, we have delivered high ROI and
profitability and efficient capital management.
young, energetic
Proactive investments: Our high investments in state-of-the-art
and visionary infrastructure and brand have driven growth.
management
Price discipline and cost efficiencies across business
team which verticals: This has infused transparency, objectivity and uniform
policies from Kashmir to Kanyakumari.
percolates to
every fraction of
the company, we
have the ability
to weather
business
storms and
ride economic
waves.
16
Business
Review
Directors
Report
and Analysis
Report
Our managements long-term focus has enabled us

to stay ahead of the industry in terms of production,
Statements
Financial
growth and market presence as well as profitability

and margins.
17
CSR because
we have always cared
We have always We have viewed our Corporate

believed that a Social Responsibility (CSR)
business is an activities as a honour rather than
active entity an obligation.
of society
and economy, Children are the future of the nation Having a strong belief in sustainable
and hence, nothing can parallel their CSR, we have made tables and
and plays an safety, proper nourishment and care. benches from waste wood and
With this thought, we have focussed provided them to government schools
important on providing mid-day meals to 57,000 in Haridwar. We have supplied 100
children in 672 schools. benches across schools, within the
role in nation- vicinity of our plant.
Concern for their health and hygiene
building. has prompted us to set up 816 toilets Additionally, our interest in protecting
in 102 schools so far and we pledge the environment has led us to
to construct another 800 toilets in planting trees, recycling of waste and
100 additional schools in the next adoption of public parks.
one year.
18
a brighter future.
Through all these activities we
seek to provide our posterity with
19
Financial Corporate Governance Management Discussion Directors Business
Statements Report and Analysis Report Review
Ready for the
future
Our financials reflect strong

cash flows...
Our revenues grew by 4% over the Further, we are insulated against
last financial year, while our profit wide forex fluctuation as we derive
before tax and exceptional item 91% of revenue from in-house
grew by 10%. manufacturing.
Our
manufacturing
facilities are
future ready...
Defying industry convention, we
have invested significantly in
12 large scale, state-of-the-art
plants
Continuously enhancing capacity
to serve future needs
20
Business
Review
Directors
Report
and Analysis
Against this
backdrop, we are
excited to seize
opportunities
that emerge from
Indias growth,
in terms of the Report
Our marketing strategy is in place development

with a strong brand and network... of Smart cities
and sustainable
Beyond tech-connect and participatory activities,
we focus on providing confidence to dealers infrastructure as
and consumers. As a result, we enjoy critical
and strategic swiftness to harness market well as demand
Statements
opportunities, bridging gaps and satiating

Financial
demand. Our marketing spend at from overseas

` 179 crores for the year - by far the
highest in the FMEG industry. This
that spring up
endorses our commitment to our
brand and network.
from global
revival.
21
Always a
step ahead
1958 Listed on both, the Bombay 2003

Stock Exchange (BSE) and the
Commenced trading operations Launch of Fans, CFL and
National Stock Exchange (NSE)
in Delhi Lighting
1971 1997 2004

Bought Havells brand Acquired Electric Control &
Set up a plant for manufacturing
Switchboards at Noida, UP,
Domestic Switchgear at
1976 for manufacturing customised
Baddi, HP
Set up the first manufacturing packaged solutions
plant for Rewirable Switches and Set up a plant for manufacturing
Changeover Switches at Kirti
1998 CFL at Faridabad, Haryana
Nagar, Delhi Introduced Ferraris high-end
meter in joint venture with DZG, Set up a plant for manufacturing
1979 Germany Ceiling Fans at Noida, UP
Set up a manufacturing plant for Set up a marketing office in
HBC Fuses at Badli, Delhi 2000
London through wholly owned
Acquired controlling stake
subsidiary company Havells U.K.
1980 in Duke Arnics Electronics
Ltd.
Started manufacturing high (P) Limited, engaged in
quality Energy Meters at Tilak manufacturing of Electronic In December 2004, placed 235
Nagar, Delhi Meters - Single Phase, fully convertible debentures of
Three Phase, Multi Function, ` 10 Lacs on M/s. Shine Ltd.,
1983 Tri Vectors Mauritius
Havells India Ltd. was Acquired controlling stake in
incorporated on 08.08.1983 Attained CE certificate for CFL
an industry major Standard
Acquired Towers and Transformers Electricals Ltd.
2005
Ltd. and turned it into a profitable Set up another unit in Haridwar,
manufacturing Energy Meters 2001
Uttarakhand for manufacturing
company in one year Acquired business of Havells
Fans
Industries Ltd.
1987 Acquired MCCB business of Set up R&D Centre at Noida H.O.

Started manufacturing MCBs at Crabtree India Ltd
Started Mid-Day Meal
Badli, Delhi, in a Joint Venture Merged ECS Limited in the programme at Alwar, Rajasthan
with Geyer, Germany Company with 1,500 students
1990 2002 Awarded KEMA certification

Set up a manufacturing plant at Standard Electricals Ltd. became by The Dutch Council for
Sahibabad, UP for Changeover a 100% Subsidiary of Havells Accreditation, making QRG
Switches India Ltd. the only group to attain this
certification
1993 Attained IEC certification for
Set up a manufacturing plant at Industrial Switchgear and CSA 2006
Faridabad, Haryana for Control certification for all manufacturing Added CFL production unit in
Gear Products units Haridwar plant
22
Expansion at Alwar Change in Corporate Brand Launched Crabtree XPRO
manufacturing plant for increase identity Switchgear
Business
of production capacity
Review
Entered new segment, Kit Kat
Expansion at Baddi plant and
2009 switches, under the brand REO
Set up fully automatic 2nd unit
set up an Export Oriented Unit Expanded Baddi plant for
for Switchgear manufacturing at
Crabtree India merged with Baddi manufacturing of Kit Kat
Havells India Switches
Global consolidation of CFL
First company to get the ISI manufacturing plant at Neemrana 2013
Certification for complete range for domestic and export First private cable & wire testing
of CFLs purposes facility set up at Alwar plant
Launch of Indias 1st HPF CFL Entered the business of Self
2007
Directors
Priming Monoblock Pumps
Report
Set up Capacitor manufacturing Launch of Indias 1st BEE 5*
plant in Noida, U.P., with capacity Rated Fan Introduced first Sustainability
of 6,00,000 kVAr per month Report
Acquired Sylvania, a global

2010 Transfer Brand Rights to the
Set up 2nd unit for manufacturing Company
leader in lighting business;
Fans at Haridwar
Havells turnover crossed US$ 1
billion Set up worlds first new 2014
generation CMH Lamp Plant at Introduced Premium Fans under
Warburg Pincus, a global private
Neemrana Standard Brand
equity firm and one of the largest
investors in India, invested US Acquired 100% interest in Became the only company to
and Analysis
$110 million in Havells India Ltd. Standard Electricals manufacture entire range of
Havells issued fresh shares to Ceiling, Table, Pedestal and Wall
Entered Electrical Water Heaters
Warburg Pincus, representing (TPW) range of Fans in-house
business
approximately 11.2% of the More than 270 Galaxies across
fully diluted share capital of the Launched Havells brand in US &
the country
company Mexico
QRG Group entered healthcare 2015

2011 Pledged to build eco-friendly and
business by acquiring a majority
Set up a new Industrial
stake in Central Hospital and sustainable toilets in over 300
Switchgear Plant in Sahibabad
Research Centre, Faridabad Schools
Launched new range of Control
Introduced Indias First Brightest
2008 Gear Cosmic Star series
LED Lights LUMENO
Report
Set up fully automatic plant for
Launched Domestic Appliances
Motors in a J.V. with Lafert of Reached a milestone of 375
Spain in Neemrana Standard Electricals merged with Galaxy
Havells
First India CFL manufacturer to Launched the worlds most
have adopted RoHS, (European Entered into a Joint Venture with modern electric water heater
norms on Restriction of Shanghai Yaming Lighting, China plant in Neemrana
Hazardous substances) in CFLs Divested 80% stake in Sylvania
2012
Set up Global Corporate office, Set up Indias first and only large Started in 2005, Mid-Day Meal
QRG Towers in Noida scale Lighting Fixtures plant in scheme now stands extended
Statements
Financial
Investment of ` 50 crores in Neemrana to over 57,000 school children

Global Center for Research and Launched Copper Flexible across 672 schools in Alwar
Innovation (CRI) Cables under the Standard brand district of Rajasthan
23
Worldwide
Presence
United Kingdom
Cyprus Syria
Tunisia Lebanon Iraq
Jordan
Kuwait
Bahrain
Qatar
Oman
Saudi Arabia
Sudan Yemen
Sierra Leone
Liberia Ghana Ethiopia
Cameroon
Uganda
Rwanda
Congo Tanzania
Malawi
Zambia
Zimbabwe Mozambique
The map used is for informational purpose only and has not been prepared for, or be suitable for legal, engineering, or surveying purposes.
24
Mauritius
Seychelles
Vizag
Nepal
Maldives
Ranchi
Bhutan
Myanmar
Malaysia
New Zealand
Australia
Vizag
Ranchi
25
Results at a
Glance
Staying focussed Net Revenue

(` in Crores)
on our core
5,437
5,239
strategy
4,720
4,225
Despite volatility in the global
3,616
macroeconomic environment, we
envision a better future with focus
on maintaining profitability and
strengthening our dealer network.
Our consumers aspirational needs FY 12 FY 13 FY 14 FY 15 FY 16
have been our beacon through good
times and bad, enabling us to stay
focussed on our future. EBIDTA & EBIDTA Margin (%)
13.8%
13.6% 13.3%
12.7% 12.7%
749
699
642
535
459
FY 12 FY 13 FY 14 FY 15 FY 16
EBIDTA Margin EBIDTA (` in Crores)
Earnings Before Interest, Depreciation, Tax & Amortisation.

*
Profit (Before Tax and Exceptional Items) (PBT) &

PBT as % to Net Revenue
13.1%
12.6% 12.3%
10.8%
10.3%
712
646
595
457
374
FY 12 FY 13 FY 14 FY 15 FY 16
PBT as % to Net Revenue Profit Before Tax (PBT) (` in Crores)
26
Business
Review
Return on Average Capital Employed (ROACE) &
Return on Average Equity (ROAE) (%)
Directors
Report
30%
29%
29%
29%
29%
29%
24%
21%
21%
21%
FY 12 FY 13 FY 14 FY 15 FY 16
ROACE ROAE
and Analysis
Earnings Per Share (`) and Dividend Payout Ratio (%)
49%
46% 44%*
31% 29%
8.21
7.67
7.45
5.95
4.90
Report
FY 12 FY 13 FY 14 FY 15 FY 16
EPS-adjusted for bonus issue/split (`) and exceptional items

Dividend payout ratio = (Dividend + Dividend Tax) /PAT
* Excludes interim (special) dividend of ` 3 per share.

Statements
Financial
27
Chairmans
Letter
We remain
focussed on
growing our
network. We
have expanded
our Galaxy
outlets to 375
stores across the
country.
Dear Shareholders,
Simplicity, Transparency and over the last financial year. The profit
Trust the guiding philosophy before tax and exceptional item grew
of our management team is by 10%.
a legacy that has been handed
down to us from our late Founder Given the flurry of initiatives taken by
Chairman, Shri Qimat Rai Gupta the Central government, including its
(QRG). A true visionary in every focus on smart cities and industrial
sense of the word, he left us with corridors as well as incentives for
the wisdom that the consumer the housing sector in the budget, we
always comes first. expect to clock better growth in all
our segments in the coming
The global macroeconomic financial year.
environment continues to be
in a state of flux with recession Amidst the current macroeconomic
in key developed economies, setup, we continue to invest in our
soft commodity prices, geo- future and augment our brand building
political tensions and volatility in activities. Our focus continues to be
We registered a global financial markets causing on maintaining profit margins and
uncertainty and trepidation. strengthening of our dealer network.
100%
growth in revenues from our
In this environment, your
Companys revenues grew by 4%
We are also fervently pursuing our
initiatives to expand our visibility and
reach out to tier-2 and tier-3 cities.
LED business
28
Business
Review
Havells has been committed to trajectory and looks promising down the dropout rate, especially
the Make in India initiative since in the coming quarters as well. among girl students, and inculcate
1976, when we set up our first Despite a high base, we registered good hygiene habits amongst these
Directors
manufacturing unit. Since then, we a 100% growth in revenues from children.
Report
are constantly striving to become our LED business during the year
bigger and better and enhance our and contribute 51% of our Lighting An ocean of opportunities lies
stakeholder connect. In line with this division. During the year, your before us and given our passion
endeavour, in FY 2015-16 we have Company enlarged its portfolio in for what we do, your Company is
set up a manufacturing facility at this segment by working closely confident of leveraging its assets
Neemrana, Rajasthan. It is an ultra- with Promptec Renewables Energy and human capital to continue on
modern electric water-heaters plant, Solutions, a company we acquired the path of growth, profitability and
designed to have minimal manual in FY 2014-15. We are confident firm customer orientation.
intervention, while significantly that a combination of the expected
enhancing productivity. With this surge in consumer demand for this Our enduring success would not
and Analysis
state-of-the-art plant, Havells now product and the governments push have been possible without the
operates twelve manufacturing units to LED and Solar lighting solutions support and cooperation of our
in India. We also manufacture over will boost market sentiment and help people, partners and associates.
90% of our products in-house, which us to achieve further growth in this My heartfelt gratitude to the Board
is a big step in realising our dream business. of Directors for their invaluable
of self-sufficiency and our nations guidance throughout this exciting
mission to Make in India. During the year, your Company journey.
successfully completed the
We remain focussed on growing our divestment of 80% of its stake in As I look ahead to the future, I see
network. During the year, new offices Sylvania Malta to Shanghai Feilo unprecedented opportunities as
were opened at Srinagar, J&K and Acoustics Co Ltd. Post this sale, we the Indian economy accelerates
Raipur, Chhattisgarh and a premium have renewed our focus on the Indian ahead. In the India of tomorrow,
range of switchgears was launched in operations and your Company will we envision reaching more Report
Karnataka, Tamil Nadu, Chandigarh, continue to expand in the domestic consumers and bringing joy to
Andhra Pradesh and Telangana. Our market. their homes with top notch quality
plant at Neemrana is equipped with products across all segments of
the latest and best-in-class machines Your Company reaffirms its the FMEG industry.
from Switzerland, Japan and Italy commitment to doing business in
and offers a wide range of top quality a responsible manner, fulfilling its At Havells, we assure you, we have
products to our consumers. We have social responsibilities with utmost the Future in Sight and Tomorrow
also unveiled a new logo for our line passion and sincerity. We continue in Vision.
of products under the Standard to serve mid-day meals to 57,000
brand, to align it with the changing school children everyday across
Thanking you,
Statements
Financial
preferences of our consumers. 672 schools in Alwar, Rajasthan.

We have also built 800 eco-friendly
The LED lighting segment of our bio-toilets for the students till date Yours truly
business continues on its high growth and are hopeful this will help bring ANIL RAI GUPTA
29
Directors
Report
30
To
The Members
Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the
accounts for theFinancial Yearended March 31, 2016.
Business
Review
1. FINANCIAL SUMMARY OR HIGHLIGHTS
The Boards Report is prepared based on the standalone financial statements of the Company. The Companys financial
performance for the year under review alongwith previous years figures are given hereunder:
(` in Crores)
Particulars Consolidated Standalone
2015-16 2014-15 2015-16 2014-15
Net Sales 7,714.18 8,569.43 5,436.88 5,238.69
Other Income 86.25 50.46 68.74 52.21
Operating Profit before Finance Costs, Depreciation, Tax 886.46 771.59 816.62 751.33
Directors
and Extraordinary items
Report
Less:
Depreciation and amortization expenses 126.67 138.66 92.22 87.51
Finance Costs 44.94 63.96 12.60 17.57
Profit before Tax and Exceptional Expenses 714.85 568.97 711.80 646.25
Add: Exceptional Items 724.02 - 202.39 -
Less: Tax 229.96 183.55 198.84 181.31
Net Profit for the year 1,208.91 385.42 715.35 464.94
Add: Balance brought forward from previous year 1,070.70 960.69 1,618.57 1,429.04
Less: Adjustment related to transitional provision as per - 3.42 - 3.42
Schedule II to the Companies Act, 2013
and Analysis
Less: Share of Profit transfer to minority 0.13 - - -
Profit available for appropriation 2,279.48 1,342.69 2,333.92 1,890.56
Appropriation of Profits
Transfer to General Reserve 71.55 46.50 71.55 46.50
Interim (Special) Dividend 187.38 - 187.38 -
Proposed Dividend 187.38 187.35 187.38 187.35
Dividend for previous year 0.03 - 0.03 -
Corporate Dividend Tax 76.30 38.14 76.30 38.14
Balance carried over to Balance Sheet 1,756.84 1,070.70 1,811.28 1,618.57
2,279.48 1,342.69 2,333.92 1,890.56
Report
Havells, on a standalone basis achieved 4% growth in its Profit after tax was ` 715 crores in year 2015-16 as
net sales to ` 5,437 crores in 2015-16 as against ` 5,239 compared to ` 465 crores of preceding year. Profit
crores in 2014-15 with improvement in growth visible after tax includes exceptional item of ` 202 crores
in second half at 8.6%. The sale growth in value terms due to profit on stake sale of Sylvania, during financial
was impacted by drop in commodity prices during the year 2015-16. Increase in other income is due to
year 2015-16 offsetting higher volume growth in cable interest earned on fund received from redemption/ sale
business. of investment.
The financial year 2015-16 embarked upon visible Each business segment shows growth over last year.
improvement in operating profit margins due to focused Higher volume growth in cable division offset by drop
Statements
Financial
cost efficiency measures, price discipline and low in commodity prices. In lighting and fixture division
commodity prices. Havells sustained its investment in new technology lighting i.e. LED grew by 100% during
brand and manpower to prepare for next growth phase. financial year 2015-16 as compared to financial year
The operating profit before finance costs, depreciation 2014-15 and comprised 51% of the total lighting
and tax grew by 8.8% to ` 817 crores in financial year segment. Havells has been able to capture the
2015-16 as compared to ` 751 crores in financial year transition in lighting market from conventional lighting
2014-15. to LED by introducing leading products. Although
31
drop in conventional lighting slowed down overall SUBSIDIARY COMPANIES, JOINT VENTURE AND
growth in lighting and fixture division. CONSOLIDATED FINANCIAL STATEMENTS
During financial year 2015-16, the Company divested
2. BRIEF DESCRIPTION OF THE COMPANYS its international operations. Havells Holdings Limited,
WORKING DURING THE YEAR/ STATE OF wholly owned subsidiary of the Company, completed
COMPANYS AFFAIRS 80% stake sale in its subsidiary Havells Malta Limited
Towards the end of the calendar year 2015, your (excluding its subsidiaries based in United States,
Company, divested 80% stake in Sylvania to Shanghai Brazil, Chile and Thailand) to INESA UK Limited, an
Feilo Acoustics Co Ltd. The divestment is optimal affiliate of Shanghai Feilo Acoustics Co. Limited, a
for each stakeholder. Havells post divestment would China based listed company at an agreed consideration
realign its focus on domestic markets and growth. of Euro 138.40 million (equivalent to ` 1,011.05 crores).
Also the Company had sold its 80% stake in Havells
Havells continues to invest in the future technology, Exim Limited, Hong Kong, a wholly owned subsidiary,
products and people. During the year we launched to Shanghai Feilo Investment Ltd (a subsidiary of
smarter products that not only helped us connect Shanghai Feilo Acoustics Co. Limited), at an agreed
better with the gen-next but also adhere to our core consideration of Euro 10.40 million (equivalent to
philosophy of providing energy efficient products. The ` 75.89 crores). The combined equity value for 100%
Company launched some award winning products in stake for both the companies were Euro 186 million.
the switchgear, LED and also marked its entry into air
cooler and air purifiers thus strengthening its consumer The profit on Divestment in stake as stated above has
durable business. been disclosed as exceptional items in the financial
statement.
In the switchgear segment the Company launched (` in crores)
award winning Euro II series of switchgear including Standalone Consolidated
super premium distribution boards. The new range has i) On account of Profit 126.58 702.65
been designed, developed and manufactured entirely on disposal of stake
in the country. The Company strengthened its range in Havells Malta
of LED products like colour changing LEDs, ambient Limited
dual colour LEDs, Solar LED street lights to name a ii) On account of Profit 75.81 55.07
few. As we get ready for our next phase of growth, on the disposal of
we intend to make our conventional products smarter stake in Havells Exim
using technologies such as Internet of Things. Limited
iii) Restructuring cost - (33.70)
In the fiscal 15-16, we equipped our dealers with incurred
new technologies so that they are ready to take full Total 202.39 724.02
advantage of upcoming products and solutions from
the Company. We launched M-Connect a mobile The consolidated profit and loss account for the
application for dealers helping them conduct business period ended 31st March, 2016 includes profit and
even on the go. In a short span of time this has not only loss account for all of these sold out subsidiaries and
added to the convenience but has become a great tool their further subsidiaries for the nine months ended
to enhance their productivity. The Company offered 31st December, 2015.
similar application with augment reality features to
customers to enhance their experience with Havells As on 31st March, 2016, your Company has 8 (Eight)
products and make an informed choice. subsidiary companies, 2 (Two) being direct subsidiaries
and the rest 6 (Six) step-down subsidiaries, all except
Advertising has been one of the core differentiators 1 (One) of which are registered outside India. The
for Havells. The Company came up with some of the consolidated profit and loss account for the period
most memorable yet relevant campaigns that helped ended 31st March, 2016 includes the profit and loss
it connect with the audience effectively. The brand account for these 8 (Eight) subsidiaries and the joint
Standard took the young bollywood actress, Alia Bhat venture company for the complete financial year ended
as its brand ambassador positioning itself as a youthful 31st March, 2016. The 2 (Two) Direct subsidiaries are -
and energetic brand. During the year the Company
came up with some award winning campaigns for 1. Havells Holdings Limited based at Isle of Man.
fans, domestic cables, Crabtree switches, LED and This entity is an SPV formed for the purpose of
Standard fans. The Company spent ` 179 crores in holding investments and mobilizing funds for the
advertising and brand initiatives during the year. 6 (Six) step-down subsidiaries of the Company.
32
2. Promptec Renewable Energy Solutions Pvt. Ltd. owned subsidiary of the Company and divestment of
based at Bangalore. This entity is engaged in 80% stake in Havells Exim Limited, a wholly-owned
marketing and manufacturing of LED products subsidiary of the Company, the following entities
including street lighting, office lighting and Solar ceased to be subsidiaries of the Company:
lighting.
Sr. Name of the entity which ceased to be
Business
Review
No. subsidiary
The Board of Directors of the Company has, by
1 Havells Sylvania Argentina S.A.
Resolution passed in its Meeting held on 11th May,
2 Havells Sylvania Colombia S.A.
2016, given consent for not attaching the Balance
3 Havells Sylvania Venezuela C.A.
Sheets of the subsidiaries concerned.
4 Havells Sylvania N.V. (Ecuador)
The consolidated financial statements of the Company 5 Havells Sylvania El Salvador S.A. de C.V.
including all subsidiaries duly audited by the statutory 6 Havells Sylvania Guatemala S.A.
auditors are presented in the Annual Report. The 7 Havells Mexico S.A. de C.V.
consolidated financial statements have been prepared 8 Panama Americas Trading Hub SA
in strict compliance with applicable Accounting 9 Havells Sylvania Panama S.A.
Standards and, where applicable, Listing Agreement 10 Havells Sylvania Peru S.A.C.
Directors
and the SEBI (Listing Obligations and Disclosure
Report
11 Havells Sylvania Europe Ltd.
Requirements) Regulations, 2015, as prescribed by the
12 Havells Sylvania Spain S.A.
Securities and Exchange Board of India.
13 Havells Sylvania Portugal Lda.
A report on performance and financial position of 14 Havells Sylvania Italy S.p.A.
each of the subsidiaries, associates and joint venture 15 Havells Sylvania Greece A.E.E.E.
companies included in the consolidated financial 16 Havells Sylvania Sweden A.B.
statement is presented in a separate section in this 17 Havells Sylvania Norway A.S.
Annual Report. Please refer (AOC-1) annexed to the 18 Havells Sylvania Finland OY
financial statements in the Annual Report. 19 Havells Sylvania Tunisia S.A.R.L.
The annual accounts of the subsidiary companies and 20 Havells Sylvania UK Ltd.
the related detailed information shall be made available 21 Havells Sylvania Fixtures UK Ltd.
and Analysis
to Shareholders of the Company and its subsidiary 22 Havells Sylvania Lighting Belgium N.V.
companies upon request and it shall also be made 23 Havells Sylvania Poland S.p.z.o.o
available on the website of the Company i.e. www. 24 Havells Sylvania Belgium B.V.B.A.
havells.com. The annual accounts of the subsidiary 25 Havells Sylvania Germany GmbH
companies shall also be kept for inspection by any 26 Havells Sylvania Fixtures Netherlands B.V.
shareholder in the head office of the Company and the 27 Havells Sylvania Lighting France S.A.S.
respective offices of its subsidiary companies. 28 Havells Sylvania France S.A.S.
29 Havells Sylvania Switzerland A.G.
JOINT VENTURE
30 SLI Europe B.V.
Your Company has a 50:50 joint venture in Peoples
31 Sylvania Lighting International B.V.
Republic of China with Shanghai Yaming Lighting 32 Flowil International Lighting (Holding) B.V.
Co. Ltd. under the name of Jiangsu Havells Sylvania 33 Guangzhou Havells Sylvania Enterprise Ltd. Report
Lighting Co. Ltd. (JV). This Joint Venture Company is
34 Havells Sylvania Asia Pacific Ltd.
created with an objective to use advanced technology,
35 Havells Sylvania (Shanghai) Ltd
know-how and scientific management techniques for
36 Havells Sylvania (Malaysia) Sdn. Bhd
production of lighting lamps and fixtures and to sell it
37 Havells Sylvania Dubai FZCO
to Havells and its other affiliates.
38 Havells Malta Ltd
Both the partners have made full investment in JV (USD 39 Havells Netherlands Holdings B.V.
5.3 mn by each partner) as required by Joint Venture 40 Havells Netherlands B.V.
contract for its registered capital. 41 Havells Sylvania Costa Rica S.A.
In Financial Year 2015-16, JV achieved sales of US$ 42 Havells Sylvania TR Elektrik rnleri Ticaret
18.9 mn against US$ 19.9 mn in 2014-15 and the net Limited Sirketi
Statements
43 PT Havells Sylvania Indonesia

Financial
profit for the year was 2.9% as against 4% in 2014-15.

44 Havells Sylvania South Africa Proprietary Limited
3. NAMES OF COMPANIES WHICH HAVE BECOME OR 45 Havells Mexico Servicios Generales SA De CV
CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES 46 Havells Sylvania Export N.V.
OR ASSOCIATE COMPANIES DURING THE YEAR 47 Havells Sylvania Holdings BVI-1 Limited
Consequent to the divestment of 80% stake in Havells 48 Havells Sylvania Holdings BVI-2 Limited
Malta Limited by Havells Holdings Limited, a wholly- 49 Havells Exim Limited
33
After the divestment, Havells Malta Limited and Havells 6. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
Exim Limited became Associate Companies of the AFFECTING THE FINANCIAL POSITION OF THE
Company. COMPANY WHICH HAVE OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR OF THE
During the financial year ended 31st March, 2016,
COMPANY TO WHICH THE FINANCIAL STATEMENTS
1. Promptec Renewable Energy Solutions Pvt. RELATE AND THE DATE OF THE REPORT
Ltd. became a subsidiary of the Company, with
No material changes and commitments affecting the
a majority stake of 51% held by the Company
financial position of the Company occurred between
in it. Promptec is a Bangalore based company
the end of the financial year to which this financial
engaged in marketing and manufacturing of LED
statements relate and the date of this Report.
products including street lighting, office lighting
and solar lighting. However, in terms of the Part B - Havells Employees
2. Havells International Limited was incorporated Stock Purchase Plan 2014 of the Havells Employees
in Malta during the financial year 2015-16 as a Long Term Incentive Plan 2014, which is administered
wholly owned subsidiary of Havells Holdings by Havells Employees Welfare Trust, 1,17,562 Equity
Limited. This entity was incorporated to hold Shares of ` 1/- each, were approved for grant on
the shares of subsidiaries carved out from the 11th May, 2016 to the eligible employees, which, if
Sylvania divestment in January, 2016. It holds exercised, shall result in an equivalent no. of Equity
the shares of Havells Sylvania (Thailand) Limited, Shares of ` 1/- to be allotted to Eligible Employees of
Thai Lighting Assets Co Ltd and Havells Sylvania the Company under the Plan.
Brasil Illuminacao Ltda.
Further, pursuant to Havells Employees Stock Purchase
4. RESERVES Scheme 2015, which was instituted during the year,
1,50,000 Equity Shares of ` 1/- each, were approved
Your Company proposes to carry ` 71.55 crores to
for grant to the Eligible Employees which, if exercised,
the general reserve and retain ` 1,811.28 crores in the
shall result in an equivalent no. of Equity shares of
profit and loss account.
` 1/- to be alloted to Eligible Employees of the Company
5. DIVIDEND under the scheme.
INTERIM (SPECIAL) DIVIDEND

Further, the Board of Directors upon the
Post the divestments carried out in January, 2016, recommendation of the Nomination and Remuneration
as a balancing act of rewarding shareholders Committee approved the Havells Employees Stock
and preserving resources for further growth of Purchase Scheme 2016 framed in accordance with
the Company, both organically and inorganically, SEBI (Share Based Employee Benefits) Regulations,
an Interim (Special) Dividend at the rate of 2014. The Board recommends the same for
` 3/- per Equity Share of the face value of Shareholders approval at the forthcoming Annual
` 1/- each was declared for the year 2015-16, resulting General Meeting. The details of the Scheme are
in an outflow of ` 225.53 crores (including Corporate contained in the Explanatory Statement to the Notice
Dividend Tax of ` 38.15 crores). The dividend amount of AGM.
was disbursed to all the Shareholders whose names
were appearing in the Register of Members as on 7. CHANGE IN THE NATURE OF BUSINESS, IF ANY
the Record date i.e. 11th February, 2016, fixed for the There was no change in the nature of business of
aforesaid purpose. the Company during the financial year ended
31st March, 2016.
FINAL DIVIDEND
In addition to the Interim (Special) Dividend declared 8. DETAILS OF DIRECTORS OR KEY MANAGERIAL
during the year, your Directors are pleased to PERSONNEL INCLUDING THOSE WHO WERE
recommend a Final Dividend @ ` 3/- per equity share APPOINTED OR HAVE RESIGNED DURING
for the year 2015-16. The proposed dividend, subject THE YEAR
to approval of Shareholders in the ensuing Annual Pursuant to the provisions of Section 152 of the
General Meeting of the Company, would result in Companies Act, 2013, Shri Surjit Kumar Gupta, Non-
appropriation of ` 225.53 crores (including Corporate Executive Director and Shri Anil Rai Gupta, Chairman
Dividend Tax of ` 38.15 crores). The dividend would and Managing Director, are due to retire by rotation
be payable to all Shareholders whose names appear in at the ensuing Annual General Meeting, and being
the Register of Members as on the Book Closure Date. eligible, offers themselves for re-appointment.
The Register of Members and Share Transfer books
shall remain closed from 1st July, 2016, Friday, to The details of Directors being recommended for
8th July, 2016, Friday (both days inclusive). re-appointment as required under the SEBI (Listing
34
Obligations and Disclosure Requirements) Regulations, Act for safeguarding the assets of the company
2015 are contained in the accompanying Notice and for preventing and detecting fraud and other
convening the ensuing Annual General Meeting of irregularities;
the Company.
d) the directors had prepared the annual accounts
on a going concern basis;
Business
Review
Further, Shri A. P. Gandhi, Shri V. K. Chopra, Shri S. B.
Mathur, Shri S. K. Tuteja and Dr. Adarsh Kishore, whose e) the internal financial controls to be followed by
first term as Independent Directors of the Company the company were laid down and such internal
shall be expiring on 31st March, 2017 are proposed to financial controls were adequate and were
be re-appointed as Independent Directors for a second operating effectively; and
term of 3 (Three) years w.e.f. 1st April, 2017.
f) the directors had devised proper systems to
ensure compliance with the provisions of all
Due notices under section 160 of the Companies
applicable laws and that such systems were
Act, 2013 have been received from Members of the
adequate and operating effectively.
Company proposing the appointment of Shri A. P.
Gandhi, Shri V. K. Chopra, Shri S. B. Mathur, Shri S. K. 11. DECLARATION BY INDEPENDENT DIRECTOR(S)
Tuteja and Dr. Adarsh Kishore as Independent Directors
Directors
AND RE-APPOINTMENT, IF ANY
Report
of the Company at this Annual General Meeting.
All the Independent Directors have submitted their
disclosures to the Board that they fulfill all the
Appropriate Resolution(s) seeking your approval to
requirements as stipulated in Section 149(6) of the
the appointment/ re-appointment of Directors are also
Companies Act, 2013 so as to qualify themselves
included in the Notice.
to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the
9. NUMBER OF MEETINGS OF THE BOARD OF
relevant rules.
DIRECTORS
During the financial year 2015-2016, the Board of 12. NOMINATION AND REMUNERATION POLICY OF
Directors of the Company, met 9 (Nine) times on DIRECTORS, KEY MANAGERIAL PERSONNEL AND
20th April, 2015, 11th May, 2015, 25th July, 2015,
and Analysis
OTHER EMPLOYEES
23rd September, 2015, 9th November, 2015,
In adherence of section 178(1) of the Companies
10th December, 2015, 27th January, 2016,
Act, 2013, the Board of Directors of the Company
3rd February, 2016 and 21st March, 2016.
in its Meeting held on 22nd December, 2014,
approved a policy on directors appointment and
Further, a separate Meeting of the Independent
remuneration including criteria for determining
Directors of the Company was also held on 21st March,
qualifications, positive attributes, independence of
2016, whereat the prescribed items enumerated under
a director and other matters provided u/s 178(3),
Schedule IV to the Companies Act, 2013 and the SEBI
based on the recommendations of the Nomination
(Listing Obligations and Disclosure Requirements)
and Remuneration Committee. The broad
Regulations, 2015, were discussed.
parameters covered under the Policy are Company
Philosophy, Guiding Principles, Nomination of
10. DIRECTORS RESPONSIBILITY STATEMENT
Directors, Remuneration of Directors, Nomination Report
Pursuant to Section 134(3)(c) of the Companies Act, and Remuneration of the Key Managerial Personnel
2013, the Directors to the best of their knowledge (Other than Managing/ Whole-time Directors),
hereby state and confirm that: Key-Executives and Senior Management and the
Remuneration of Other Employees.
a) in the preparation of the annual accounts, the
applicable accounting standards had been The Companys Policy relating to appointment of
followed along with proper explanation relating to Directors, payment of Managerial remuneration,
material departures; Directors qualifications, positive attributes,
independence of Directors and other related matters
b) the directors had selected such accounting policies
as provided under Section 178(3) of the Companies
and applied them consistently and made judgments
Act, 2013 is furnished in ANNEXURE 1 and forms
Statements
and estimates that are reasonable and prudent so

Financial
part of this Report.

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
13. FORMAL ANNUAL EVALUATION
the profit of the company for that period;
In line with the statutory requirements enshrined
c) the directors had taken proper and sufficient under the Companies Act, 2013 and the SEBI
care for the maintenance of adequate accounting (Listing Obligations and Disclosure Requirements)
records in accordance with the provisions of this Regulations, 2015, the Board carried out a performance
35
evaluation of itself, its Committees, the Chairman and M/s S. R. Batliboi & Co. LLP as the Statutory
each of the other Directors. As in previous year, this Auditors of the Company till the conclusion of the
was carried out on the basis of framework approved Annual General Meeting of the Company to be
by the Nomination and Remuneration Committee. held in the calendar year 2021.
The Committee had unanimously consented for an
in-house review built on suggestive parameters. The re-appointments proposed are within the
Based on the suggestive parameters approved by time frame for transition under the third proviso to
the Nomination and Remuneration Committee, the sub-section (2) of Section 139 of the Companies
following evaluations were carried out: Act, 2013.
- Review of Board as a whole by all the Members
STATUTORY AUDITORS REPORT
of the Board
The observations of Statutory Auditors in their
- Review of all Board Committees by all the reports on standalone and consolidated financials
Members of the Board are self-explanatory and therefore do not call for
- Review of Individual Directors by rest of the Board any further comments.
Members except the Director being evaluated
2. COST AUDITORS
At the conclusion of the evaluation exercise, the Pursuant to the provisions of Section 141 read
Members of the Board assessed that the Board as with Section 148 of the Companies Act, 2013
a whole together with each of its Committees was and Rules made thereunder, M/s Sanjay Gupta
working effectively in performance of its key functions. & Associates, Cost Accountants (Firm Regn.
The peer review concluded on the note that each of No. 000212) were appointed as the cost
the individual directors was performing efficiently and auditors of the Company for the year ending
effectively contributing to a well performing Board and 31st March, 2016.
shared a common vision to turning organization goals
into reality. In terms of the Cost Audit Order notified
by the Ministry of Corporate Affairs dated
14. EXTRACT OF THE ANNUAL RETURN 31st December, 2014, the Company is covered
The extract of the Annual Return in Form No. under the purview of Cost Audit w.e.f. the
MGT 9 forms part of the Boards Report and is financial year 2015-16.
annexed herewith as ANNEXURE - 2.
3. SECRETARIAL AUDITORS
15. AUDITORS Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with corresponding
1. STATUTORY AUDITORS
Rules framed thereunder, M/s MZ & Associates
The Statutory Auditors, M/s V. R. Bansal & were appointed as the Secretarial Auditors of the
Associates, Chartered Accountants, (Registration Company to carry out the secretarial audit for the
No. 016534N) and M/s S. R. Batliboi & Co. year ending 31st March, 2016.
LLP (Registration No. 301003E/ E300005) hold
office till the conclusion of the ensuing Annual SECRETARIAL AUDIT REPORT
General Meeting. The Company has received A Secretarial Audit Report given by the Secretarial
their written consent and a certificate that they Auditors in Form No. MR-3 is annexed with this
satisfy the criteria provided under Section Report as ANNEXURE 3.
141 of the Companies Act, 2013 and that the
appointment, if made, shall be in accordance There are no qualifications, reservations or
with the applicable provisions of the Act and rules adverse remarks made by Secretarial Auditors in
framed thereunder. their Report.
The Audit Committee and the Board of

16. PARTICULARS OF LOANS, GUARANTEES OR
Directors recommends the re-appointment
INVESTMENTS UNDER SECTION 186
of M/s V. R. Bansal & Associates, Chartered
Accountants as the Statutory Auditors of During the financial year ended 31st March, 2016, no
the Company in relation to the financial year Loan u/s 186 of the Companies Act, 2013 was made
2016-17 till the conclusion of the next Annual by the Company.
General Meeting.
The particulars of investments and guarantees made/
The Audit Committee and the Board of given by the Company, under Section 186 is furnished
Directors recommends the re-appointment of in ANNEXURE 4 and forms part of this Report.
36
17.
PARTICULARS OF CONTRACTS OR dealer the plant created furniture for school children
ARRANGEMENTS WITH RELATED PARTIES and donated them to the government primary school
The particulars of every contract and arrangement in Haridwar.
entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Environment is another major area where your
Business
Review
Companies Act, 2013 including certain arms length Company plans to contribute its bit. This year your
transactions under third proviso thereto are disclosed Company planted 1,000 trees in Baddi, Himachal
in Form No. AOC-2 in ANNEXURE 5 and form part Pradesh and would take care of them for another few
of this Report. years until they can grow on their own. Your company
also has undertaken the task of managing few parks in
18. CONTRIBUTION TO EXCHEQUER the Baddi area that could help maintain greenery, save
environment and are appealing to eye.
The Company is a regular payer of taxes and other
duties to the Government. During the year under Further, the Board of Directors of your Company
review your Company paid ` 222.71 crores towards has also adopted the CSR Policy of the Company
Income Tax as compared to ` 150.99 crores paid as approved by the Corporate Social Responsibility
during the last financial year. The Company also Committee which is also available on the website of
Directors
Report
paid Excise Duty of ` 397.10 crores, Custom Duty, the Company at www.havells.com.
Sales Tax & Service Tax of ` 547.84 crores, totaling
` 944.94 crores during financial year 2015-16 The disclosures as per Rule 9 of Companies (Corporate
as compared to ` 842.64 crores paid during last Social Responsibility Policy) Rules, 2014 are annexed
financial year. herewith as ANNEXURE 6 to this Report in the
prescribed format.
19. DETAILS RELATING TO DEPOSITS COVERED
UNDER CHAPTER V OF THE ACT 21. AUDIT COMMITTEE
The Shareholders vide their Special Resolution dated The Audit Committee of the Board of Directors of
9th June, 2014, passed by way of Postal Ballot, have the Company, comprises 4 (Four) Members, namely
approved inviting/ accepting/ renewing deposits, Shri S. B. Mathur, Shri V. K. Chopra, Shri A. P. Gandhi
and Analysis
in terms of the provisions of Companies Act, 2013 and Shri Surjit Kumar Gupta, majority of them being
making the Company eligible for the same. Independent Directors except Shri Surjit Kumar Gupta,
who is a Non-Independent Non-Executive Director.
However, the Company has not accepted any deposits Shri S. B. Mathur, an Independent Director, is the
during the year under review. Chairperson of the Audit Committee.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Board accepted the recommendations of the Audit
Your Company has been actively contributing to the Committee whenever made by the Committee during
overall growth of the society through various CSR the year.
initiatives undertaken either by itself or through QRG
Foundation, a trust instituted by the group. The flagship 22. RISK MANAGEMENT POLICY
program of providing mid-day meal to school children Havells understands controlling risks through a Report
in Alwar district started from 1,500 students during the formal programme is necessary for the well-being of
year 2005. It has now expanded its wings to 57,000 the Company. To this end, the Board has formed an
students every day in 672 schools in financial year Enterprises Risk Management Committee to identify
2015-16. Inculcating good hygiene habits and enhance the risks impacting the business and formulate
the lives of the students and future citizens has been strategies/ policies aimed at risk mitigation as part
another important pillar for your Company. In this of risk management. Further, a core Committee
regard it has taken a step forward to include sanitation comprising senior management, has also been
under Swachh Bharat Abhiyaan. The Company in the formed to identify and assess key risks and formulate
current fiscal has built 800 environment friendly bio strategies for mitigation of risks identified in
toilets in 108 schools in the Alwar district of Rajasthan. consultation with process owners.
Statements
Financial
Your Company believes in Sustainable CSR that can The Board of Directors has also adopted a formal Risk
help improve lives of students around the country. Management policy for the Company, whereby, risks
One such noble idea was implemented at its plant in are broadly categorized into Strategic, Operational,
Haridwar where the plant manufactured benches made Compliance and Financial & Reporting Risks,
out of waste wood used in the packaging of aluminium outlining the parameters of identification, assessment,
blades of its fans. Instead of selling the wood to scrap monitoring and mitigation of various risks.
37
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL aspects of people development such as employee
FINANCIAL CONTROLS WITH REFERENCE TO THE engagement, talent management, performance
FINANCIAL STATEMENTS management capability development and progressive
The Risk Management and Governance Department of industrial relations. The endeavour is to build and
the Company have assured the existence of various strengthen organizational capabilities thereby enabling
risk-based controls in the Company and also tested the Organization to sustain attractive growth in a
the key controls towards assurance for compliance for dynamic business environment.
the present fiscal.
We have established a Leadership Competency
Further, the testing of such controls was also carried Framework that drives our leadership culture. We plan
out independently by the Statutory Auditors of the to utilize this framework in our core HR processes
Company as mandated under the provisions of the of Performance Management, Talent Development
Companies Act, 2013. though development centers and 360O Feedback.
The Company has established Training Model
In the opinion of the Board, the existing internal control that focusses on improving capabilities in Sales and
framework is adequate and commensurate to the size Operations and will be a key driver towards enhancing
and nature of the business of the Company. our operating efficiencies.
At Havells, we ensure that there is full adherence

24. DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM FOR DIRECTORS AND EMPLOYEES to the code of ethics and fair business practices.
Havells is an equal opportunities employer and
Prior to the statutory mandate, the Company has had
employees are evaluated solely on the basis of their
in place a composite Policy Idea & Satark, whereby
qualifications and performance. We provide equal
Idea seeks to promote a culture of innovative thinking
opportunity in all aspects of employment, including
and creativity in all aspects of business technical,
recruitment, training, work conditions, career
non-technical, commercial, administrative, processes,
progression, etc. that reconfirms our commitment
cost saving etc. that may benefit the Company; and
that equal employment opportunity is a component
Satark (alert/ vigilant) functions as a Whistle Blowing
of our growth and competitiveness. Further, Havells
mechanism, empowering any person associated
is committed to maintaining a workplace where each
with the organization to bring to the attention of the
employees privacy and personal dignity is respected
management any irregularity that he/ she may notice.
and protected from offensive or threatening behaviour
Under the Policy, Satark
including violence.
- is a forum available to the employees and any
person associated with the organization, allowing At Havells, the Human Resource function is a business
him/ her to blow the whistle/ highlight any fraud, partner that focusses on improving the way of life,
irregularity, wrongdoing etc. work culture, employee engagement, productivity,
effectiveness and efficiency. The Company believes
- ensures confidentiality of the whistle-blower
in developing an engaged, efficient and committed
subject to the rights of the person against whom
employee base that is aware and empowered.
the grievance is made
Employees are involved in inculcating business
- provides whistle-blower access to the Chairman efficiencies through policies like Idea thereby making
of the Audit Committee them partners in the wealth created at Havells.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS Nirbhaya

PASSED BY THE REGULATORS OR COURTS OR In accordance with The Sexual Harassment of Women
TRIBUNALS IMPACTING THE GOING CONCERN at Workplace (Prevention, Prohibition and Redressal)
STATUS AND COMPANYS OPERATIONS IN Act, 2013 to provide for the effective enforcement
FUTURE of the basic human right of gender equality and
There was no significant and material order passed guarantee against sexual harassment and abuse,
by the regulators or courts or tribunals impacting more particularly against sexual harassment at work
the going concern status and Companys operations places, your Company has in place a Nirbhaya Policy,
in future. duly approved by the Board of Directors.
26. EMPLOYEE RELATIONS An Internal Complaints Committee has been

Havells has always maintained that human capital is constituted under the above policy which provides
one of the critical factors towards achieving success. a forum to all female personnel to lodge complaints
Therefore, the Companys comprehensive Human (if any) therewith for redressal. The Committee
resource strategy takes into cognizance the key submits an Annual Report to the Audit Committee
38
of the Board of Directors of your Company on the The Company has received a certificate dated
complaints received and action taken by it during the 22nd April, 2016 from the Auditors of the Company
financial year. that the Schemes have been implemented in
accordance with the applicable SEBI Guidelines and
During the year, no complaint was lodged with the the Resolutions passed by the shareholders dated
Business
Review
Internal Complaints Committee (ICC) formed under 9th June, 2014 and 4th December, 2015 in respect of
Nirbhaya Policy. LTIP 2014 and ESPS 2015 respectively.
In order to fulfill the desired utility of the Committee The Certificates would be placed at the Annual General
and make the Nirbhaya Policy meaningful, the Meeting for inspection by Members.
Committee meets at specified intervals to take note
of useful tools, mobile applications, media excerpts There has been no material change in any of the
etc. that enhance security of female employees. subsisting Schemes. Disclosures pursuant to SEBI
The same are circulated within the organization to (Share Based Employee Benefits) Regulations, 2014, in
encourage general awareness. In its endeavour to respect of LTIP 2014 and ESPS 2015, as at 31st March,
ensure the spirit of law, during the financial year 2015- 2016, are available on the website of the Company at
16, the ICC undertook several interactive sessions at http://www.havells.com/content/havells/en/investor-
Directors
Report
the head office and various other plant locations. The relations/disclosure.html.
interactions were primarily aimed at understanding as
to how comfortable female employees are working in 29. CREDIT RATINGS
the organisation especially from safety point of view CARE Ratings
and how forthcoming would they be, in raising their Credit Analysis & Research Limited (CARE) is a full
voice if they are put in an undesirable situation. service rating company that offers a wide range of
rating and grading services across sectors. CAREs
27. DETAILS PURSUANT TO SECTION 197(12) OF THE Credit rating is an opinion on the relative ability and
COMPANIES ACT, 2013 willingness of an issuer to make timely payments
Details pursuant to section 197(12) of the Companies on specific debt or related obligations over the life
Act, 2013 read with the Companies (Appointment and
and Analysis
of the instrument. CARE rates rupee denominated
Remuneration of Managerial Personnel) Rules, 2014 debt of Indian companies and Indian subsidiaries of
form part of this Report and are annexed herewith as multinational companies.
ANNEXURE - 7.
During the year, CARE has revised the rating assigned
28. EMPLOYEES STOCK OPTION PLANS to the long-term facilities of your Company from CARE
AA+ [Double A Plus] to CARE AAA [Triple A]. This rating
The Company has in place 2 (Two) employee benefit
is applicable to facilities having a tenure of more than
plans, namely, Havells Long Term Incentive Plan 2014
one year. Instruments with this rating are considered
(LTIP 2014) and the Havells Stock Purchase Scheme
to have the highest degree of safety regarding timely
2015 (ESPS 2015). Besides, with the intent of rewarding
servicing of financial obligations.
its senior management based on their performance
and achievement of KRAs, the Board upon the CARE has also reaffirmed the CARE A1+ [A One Plus]
recommendation of Nomination and Remuneration rating assigned to the short-term facilities of your Report
Committee has also approved the Havells Employees Company. This rating is applicable to facilities having
Stock Purchase Scheme 2016 and recommends the a tenure upto one year. Instruments with this rating
same for Shareholders approval in the forthcoming are considered to have very strong degree of safety
AGM, details whereof are included in the Notice regarding timely payment of financial obligations.
of AGM.
ICRA Ratings
All the existing and proposed employee benefit During the year, ICRA assigned a long-term rating of
schemes are/ shall be administered by Havells [ICRA] AA+ (ICRA double A plus) and a short-term
Employees Welfare Trust under the supervision of the rating of [ICRA] A1+ (ICRA A one plus) to the Line of
Nomination and Remuneration Committee. Credit of the Company. The outlook on the long-term
Statements
Financial
rating is stable.
Promoters, Independent Directors, Directors directly
or indirectly holding 10% or above of the equity share 30. CERTIFICATIONS
capital of the company, Employees not residing in The Company has acquired a number of international
India or Non-Resident Indians (NRIs) are not eligible certifications, like BASEC, KEMA, TV Rheinland and
for the grant of options/ issue of shares under any of CB, for its various products to expand its reach in
the Schemes. international arena.
39
31. CORPORATE GOVERNANCE for the same. On similar note our plants are also
Your Company upholds the standards of governance working towards better materials, water and waste
and is compliant with the Corporate Governance management, including implementation of initiatives
provisions as stipulated under SEBI (Listing Obligations such as integrated management system (i.e. ISO 9001,
and Disclosure Requirements) Regulations, 2015 in ISO 14001 and OHSAS 18001), rainwater harvesting,
both letter and spirit. The Companys core values of and zero water discharge.
honesty and transparency have since its inception
been followed in every line of decision making. Setting Similarly, we remain focused on our occupational
the tone at the top, your Directors cumulatively at the health and safety performance with an eye on our
overall objective of zero accidents operations.
Board level, advocate good governance standards at
Relevant health, safety and fire trainings are provided
Havells. Havells has been built on a strong foundation
to all employees, with special trainings organized for
of good corporate governance which is now a standard
employees working with or around hazardous materials
for all operations across your Company.
and processes. We offer our employees, a working
Parameters of Statutory compliances evidencing the environment with high level of health and safety
standards expected from a listed entity have been protection. Our safety management is a combination
of preventive and remedial approaches. Apart from
duly observed and a Report on Corporate Governance
focusing on process related safety procedures, the
as well as the Certificate from Statutory Auditors
salient features of our safety management include
confirming compliance with the requirements of SEBI
managing risks against fires, disaster management
(Listing Obligations and Disclosure Requirements)
and effective health management of the employees
Regulations, 2015 forms part of the Annual Report.
that reduce the inherent risk and build capacities of
Further, the Management Discussion and Analysis the workforce.
Report and CEO / CFO Certificate as prescribed under
Further, we continue to use the Idea policy to
SEBI (Listing Obligations and Disclosure Requirements)
encourage employees to share their ideas and
Regulations, 2015 are also presented in separate
contributions in making your Company an accident
sections forming part of the Annual Report.
free and sustainable business unit. This process is
32. ENVIRONMENT, HEALTH AND SAFETY important for us as we strongly believe that those on
the shop floor who actually execute a task are the best
Your Company is continuously working towards laying
to judge the parameters involved for safety and welfare.
a strong foundation and creating a sustainable future
for our organization, our people and the society as a
Overall, we believe we have worked hard to put in
whole. Here, Environment Health and Safety (EHS)
place management systems, controls, objectives and
management is a key pillar of our sustainable growth
targets, strategies and training that uphold and honour
agenda. We are committed to lead and excel in all
national and international codes and standards on
aspects of environmental stewardship, safety, health
health, safety and environment.
and social responsibility, always striving to provide
safe and healthy work environment to our employees 33. RESEARCH AND DEVELOPMENT
and efficient, safe and environmentally responsible
With the objective of enhancing in-house R&D
products to our customers.
capability, the Company is investing in world class
infrastructure and test laboratories at all plant locations.
Your Companys primary focus in this regard is on
The company has strong focus on in-house research
product innovation, developing safe and efficient
& development and promotes culture for innovation.
products which are environmentally friendly, i.e.
Companys CRI (Centre for Research and Innovation)
energy-efficient, safer to use, using non-toxic / eco-
team focusses on continuous and sustainable product
friendly raw-materials, having long use life and those
innovations, working across the product lifecycle
can be safely disposed and dismantled at the end of
aspects including design, development, manufacturing
their use life. Further, we are actively working towards
and use phases.
improving the EHS systems and practices within our
operations. From environment aspect, our efforts are During the year, the R&D activities continued to focus
directed towards resource conservation and efficiency on developing intelligent, eco-friendly and energy
within our operations. We have initiated an energy efficient products, as well as, extending the range of
conservation drive within our plants with the objective existing products.
of monitoring our energy consumption at micro-level,
benchmarking our performance and implementing There is an increasing focus on improving the
solutions for continuous improvements. One of our co-relation between virtual (CAE - Computer Aided
plants now complies with the ISO 50001 Energy Engineering) and as manufactured so as to reduce the
Management Standard, with others also preparing number of iterations in the development cycle.
40
As a result Company has many products to its name in The listing fee for the year 2016-17 has already been
the FMEG sector, such as being the first Company to paid to the credit of both the Stock Exchanges.
offer 5-star energy efficient fans in India, the green CFL
of the country. The Company has 185+IPRs registered 36. CONSERVATION OF ENERGY, TECHNOLOGY
including 18+ patents for its innovations throughout ABSORPTION AND FOREIGN EXCHANGE
Business
EARNINGS AND OUTGO
Review
the years. With an eye on the future technology
trends, many advanced engineering study projects are The information pertaining to conservation of energy,
being undertaken to further build on the Companys technology absorption, foreign exchange earnings
engineering capabilities. and outgo as required under Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the
34. TRANSFER TO INVESTOR EDUCATION AND Companies (Accounts) Rules, 2014 is furnished in
PROTECTION FUND ANNEXURE - 8 and forms part of this Report.
Pursuant to the provisions of Section 205C of the
Companies Act, 1956, your Company has transferred 37. ACKNOWLEDGEMENTS
` 4,49,588/- during the year to the Investor Education The Board places on record its appreciation for the
and Protection Fund. This amount was lying unclaimed/ continued co-operation and support extended to
unpaid with the Company for a period of seven years
Directors
the Company by customers, vendors, regulators,
Report
after declaration of Dividend for the financial year banks, financial institutions, rating agencies,
ended 2007-08. stock exchanges and depositories, auditors, legal
advisors, consultants, business associates and all the
35. LISTING OF SHARES employees with whose help, cooperation and hard
The shares of the Company are listed on the National work the Company is able to achieve the results.
Stock Exchange of India Limited (NSE) and BSE
Limited (BSE). The Board deeply acknowledges the trust and
confidence placed by the consumers of the Company
Subsequent to the notification of SEBI (Listing and all its shareholders.
Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) during the
and Analysis
year, the Company has entered into Uniform Listing For and on behalf of
Agreement with both the Stock Exchanges where Board of Directors of Havells India Limited
its securities are listed, namely, National Stock
Exchange of India Limited and BSE Limited in order to Anil Rai Gupta
carry out a novation of the erstwhile Listing Agreement. Noida, May 11, 2016 Chairman and Managing Director
Report
Statements
Financial
41
Annexure 1
NOMINATION AND REMUNERATION POLICY OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
(approved by the Board of Directors in its Meeting held on 22nd December 2014)
PRINCIPLE AND RATIONALE GUIDING PRINCIPLES

Section 178 of the Companies Act, 2013 and the provisions In the formulation of this Policy, the Nomination and
of Clause 49 of the Listing Agreement with Stock Exchanges Remuneration Committee has also endeavored to ensure
require the Nomination and Remuneration Committee of the guiding principles as prescribed u/s 178(4) of the
the Board of Directors of every listed entity, among other Companies Act, 2013 and the section on Responsibilities
classes of companies, to of Board under clause 49 of the Listing Agreement,
summarized hereunder:
- formulate the criteria for determining qualifications,
positive attributes and independence of a director a) the level and composition of remuneration is reasonable
and recommend to the Board a policy, relating to and sufficient to attract, retain and motivate human
the remuneration for the directors, key managerial resource including directors of the quality required to
personnel and other employees. run the company successfully;
- identify persons who are qualified to become directors b) relationship of remuneration to performance is clear
and meets appropriate performance benchmarks;
and who may be appointed in senior management in
accordance with the criteria laid down, recommend to c) remuneration to directors, key managerial personnel
the Board their appointment and removal and senior management reflecting short and long-term
performance objectives appropriate to the working of
- carry out evaluation of every directors performance
the company and its goals;
- formulate the criteria for evaluation of Independent d) facilitating effective shareholder participation in
Directors and the Board key Corporate Governance decisions such as the
nomination and election of board members;
Accordingly, in adherence to the abovesaid requirements
and in line with the Company philosophy towards nurturing e) aligning key executive and board remuneration with
its human resources, the Nomination and Remuneration the longer term interests of the company and its
Committee of the Board of Directors of Havells India Limited shareholders;
hereinbelow recommends to the Board of Directors for its f) ensuring a transparent board nomination process
adoption the Nomination and Remuneration Policy for the with the diversity of thought, experience, knowledge,
directors, key managerial personnel and other employees of perspective and gender in the Board.
the Company as set out below:
NOMINATION OF THE DIRECTORS
COMPANY PHILOSOPHY
The Nomination and Remuneration Committee of the Board
Havells is an equal opportunities employer. The organization of Directors is dedicated to ensuring the continuance of a
does not discriminate on grounds of age, gender, colour, dynamic and forward-thinking Board and recommend to the
race, ethnicity, language, caste, creed, economic or social Board qualified candidates for directorship.
status or disability. The global workforce spread across
continents, which has over the years transformed Havells Before recommending a nominees candidature to the Board
into a global organisation forms the backbone of the entity. for being appointed as a Director, the following criteria set
Pay revisions and other benefits are designed in such a way out may be applied as guidelines in considering potential
to compensate good performance of the employees of the nominees to the Board of Directors.
Company and motivate them to do better in future.
General Criteria
Employee recognition schemes in the form of ESOPs/
- The background and qualifications of the Directors
ESPS have also been introduced as successful tools in
considered as a group should provide a significant
acknowledging their contribution and making them partners
breadth of experience, knowledge and abilities to
in the wealth created by Havells.
assist the Board in fulfilling its responsibilities.
The endeavour of the organization is to acknowledge the - Directors should be selected so that the Board of
contributions of its directors, key managerial personnel and Directors should remain as a diverse body, with
other employees with best compensation and benefits that diversity reflecting gender, ethnic background, country
appropriately reward performance in line with the regulatory of citizenship and professional experience. Because
and industry best practices. a mix of viewpoints and ideas enhances the Boards
42
ability to function effectively, the Committee shall The remuneration payable to the directors of the company,
consider the diversity of the existing Board when shall at all times be determined, in accordance with the
considering potential nominees, so that the Board provisions of Companies Act, 2013.
maintains a body of directors from diverse professional
and personal backgrounds. Appointment and Remuneration of Managing Director
Business
and Whole-time Director
Review
- Potential nominees shall not be discriminated against
on the basis of race, religion, national origin, sex, The terms and conditions of appointment and remuneration
disability, or any other basis prohibited by law. payable to a Managing Director and Whole-time Director(s)
shall be recommended by the Nomination and Remuneration
- Any nominee should be free of any conflict of interest Committee to the Board for its approval which shall be
which would violate any applicable law or regulation or subject to approval by shareholders at the next general
interfere with the performance of the responsibilities of meeting of the Company and by the Central Government
a director. in case such appointment is at variance to the conditions
- Commitment of the nominee to understanding the specified in Schedule V to the Companies Act, 2013.
Company and its industry, embracing the organizations Approval of the Central Government is not necessary if the
values to help shape its vision, mission and strategic appointment is made in accordance with the conditions
direction including oversight of risk management and specified in Schedule V to the Act.
Directors
Report
internal control.
In terms of the provisions of Companies Act, 2013, the
- Commitment of the nominee to spending the time
Company may appoint a person as its Managing Director or
necessary to function effectively as a Director, including
Whole-time Director for a term not exceeding 5 (Five) years
attending and participating in meetings of the Board
at a time.
and its Committees.
The executive directors may be paid remuneration either by
Specific Criteria way of a monthly payment or at a specified percentage of
- Demonstrated business acumen, experience and the net profits of the Company or partly by one way and
ability to use sound judgment and to contribute to the partly by the other.
effective oversight of the business and financial affairs
and Analysis
of a large, multifaceted, global organization. The break-up of the pay scale, performance bonus and
quantum of perquisites including, employers contribution
- The nominee reflects the right corporate tone and
to P.F, pension scheme, medical expenses, club fees
culture and excels at board-management relationships.
etc. shall be decided and approved by the Board on the
- Experience in strategic planning and managing recommendation of the Committee and shall be within the
multidisciplinary responsibilities, the ability to navigate overall remuneration approved by the shareholders and
among diverse professional groups and points of Central Government, wherever required.
view, a track record of communicating effectively in a
global environment, and high standards of integrity and While recommending the remuneration payable to a
professional conduct. Managing/ Whole-time Director, the Nomination and
Remuneration Committee shall, inter alia, have regard to the
- Nominees understand and endeavour to balance the
following matters:
interests of shareholders and/ or other stakeholders
and put the interests of the company or organization Financial and operating performance of the Company Report
above self-interest. He/she has demonstrated a Relationship between remuneration and performance
commitment to transparency and disclosure.
Industry/ sector trends for the remuneration paid to
- He/ she is committed to superior corporate executive directorate
performance, consistently striving to go beyond the
legal and/or regulatory governance requirements to Annual Increments to the Managing/ Whole-time Director(s)
enhance, not just protect, shareholder value. shall be within the slabs approved by the Shareholders.
- Nominee contributes to effective governance through Increments shall be decided by the Nomination and
superior, constructive relationships with the Executive Remuneration Committee at times it desires to do so but
Directorate and management. preferably on an annual basis.
Statements
Insurance Premium as Part of Remuneration

Financial
REMUNERATION OF THE DIRECTORS

The Company strives to provide fair compensation to Where any insurance is taken by a Company on behalf
directors, taking into consideration industry benchmarks, of its Managing Director, Whole-time Director, Manager,
Companys performance vis--vis the industry, Chief Executive Officer, Chief Financial Officer or Company
responsibilities shouldered, performance/ track record, Secretary for indemnifying any of them against any liability
macroeconomic review on remuneration packages of heads in respect of any negligence, default, misfeasance, breach
of other organizations. of duty or breach of trust for which they may be guilty
43
in relation to the company, the premium paid on such Act, 2013 has used the term key managerial personnel to
insurance shall not be treated as part of the remuneration define the executive management.
payable to any such personnel.
The KMPs are the point of first contact between the
However, if such person is proved to be guilty, the premium company and its stakeholders. While the Board of Directors
paid on such insurance shall be treated as part of the are responsible for providing the oversight, it is the key
remuneration. managerial personnel and the senior management who are
responsible for not just laying down the strategies as well as
Remuneration of Independent Directors its implementation.
Independent Directors may receive remuneration by way of
The Companies Act, 2013 has for the first time recognized
Sitting fees for participation in the Board and other the concept of Key Managerial Personnel. As per
meetings section 2(51) key managerial personnel, in relation to a
Reimbursement of expenses for participation in the company, means
Board and other meetings (i) the Chief Executive Officer or the Managing Director or
Commission as approved by the Shareholders of the the Manager;
Company (ii) the Whole-time Director;
(iii) the Chief Financial Officer;
Independent Directors shall not be entitled to any stock
options. (iv) the Company Secretary; and
(v) such other officer as may be prescribed.
Based on the recommendation of the Nomination and
Remuneration Committee, the Board may decide the Among the KMPs, the remuneration of the CEO or the
sitting fee payable to Independent Directors. Provided that Managing Director and the Whole-time Director(s), shall
the amount of such fees shall not exceed the maximum be governed by the Section on REMUNERATION OF THE
permissible under the Companies Act, 2013. DIRECTORS of this Policy dealing with Remuneration of
Managing Director and Whole-time Director.
Remuneration to Directors in other Capacity
The remuneration payable to the directors including Apart from the directors, the remuneration of
Managing or Whole-time Director or Manager shall be - All the Other KMPs such as the Company Secretary
inclusive of the remuneration payable for the services or any other officer that may be prescribed under the
rendered by him in any other capacity except the following: statute from time to time; and
(a) the services rendered are of a professional nature; and - Senior Management of the Company defined in the
(b) in the opinion of the Nomination and Remuneration clause 49 of the Listing Agreement with the Stock
Committee, the director possesses the requisite Exchanges i.e. personnel who are members of its core
qualification for the practice of the profession. management team excluding the Board of Directors.
Senior executives one level below the Board i.e.
EVALUATION OF THE DIRECTORS President cadre shall be determined by the Human
As members of the Board, the performance of the individual Resources Department of the Company in consultation
Directors as well as the performance of the entire Board and with the Managing Director and/ or the Whole-time
its Committees is required to be formally evaluated annually. Director (Finance).
The remuneration determined for all the above said senior

Section 178 (2) of the Companies Act, 2013 also mandates
personnel shall be in line with the Companys philosophy to
the Nomination and Remuneration Committee to carry out
provide fair compensation to key-executive officers based
evaluation of every directors performance.
on their performance and contribution to the Company and
to provide incentives that attract and retain key executives,
In developing the methodology to be used for evaluation
instill a long-term commitment to the Company, and develop
on the basis of best standards and methods meeting
a pride and sense of Company ownership, all in a manner
international parameters, the Board / Committee may take
consistent with shareholder interests.
the advice of an independent professional consultant.
The break-up of the pay scale and quantum of perquisites
NOMINATION AND REMUNERATION OF THE KEY
including, employers contribution to P.F, pension scheme,
MANAGERIAL PERSONNEL (OTHER THAN MANAGING/
medical expenses, club fees etc. shall be decided by the
WHOLE-TIME DIRECTORS), KEY-EXECUTIVES AND
Companys HR department.
SENIOR MANAGEMENT
The executive management of a company is responsible for Decisions on Annual Increments of the Senior Personnel
the day to day management of a company. The Companies shall be decided by the Human Resources Department
44
in consultation with the Managing Director and/ or the The annual increments to the remuneration paid to the
Whole-time Director (Finance) of the Company. employees shall be determined based on the annual
appraisal carried out by the HoDs of various departments.
REMUNERATION OF OTHER EMPLOYEES
Decisions on Annual Increments shall be made on the basis
Apart from the Directors, KMPs and Senior Management,
Business
of this annual appraisal.
Review
the remuneration for rest of the employees is determined
on the basis of the role and position of the individual GENERAL
employee, including professional experience, responsibility,
This Policy shall apply to all future employment of Companys
job complexity and local market conditions.
Senior Management including Key Managerial Personnel
The Company considers it essential to incentivize the and Board of Directors.
workforce to ensure adequate and reasonable compensation
to the staff. The Human Resources Department shall ensure Any or all the provisions of this Policy would be subject
that the level of remuneration motivates and rewards high to the revision/ amendment in the Companies Act, 2013,
performers who perform according to set expectations for related rules and regulations, guidelines and the Listing
the individual in question. Agreement on the subject as may be notified from time
to time. Any such amendment shall automatically have
Directors
The various remuneration components, basic salary, the effect of amending this Policy without the need of any
Report
allowances, perquisites etc. may be combined to ensure an approval by the Nomination and Remuneration Committee
appropriate and balanced remuneration package. and/ or the Board of Directors.
ANNEXURE 2
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March, 2016
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
and Analysis
I. REGISTRATION AND OTHER DETAILS:
i) CIN: L31900DL1983PLC016304
ii) Registration Date: 8th August, 1983
iii) Name of the Company: HAVELLS INDIA LIMITED
iv) Category / Sub-Category of the Company:
Category Public Company
Sub-Category Company Limited by Shares
v) Address of the Registered office and contact details:
Address of Registered Office 1, Raj Narain Marg, Civil Lines, Delhi 110 054
Contact Telephone No.: 0120-3331000; Fax No.: 0120-3332000
vi) Whether listed company Yes / No: YES
vii) Name, Address and Contact details of Registrar Report
and Transfer Agent, if any:
Name Link Intime India Private Limited
Address 44, 2nd Floor, Naraina Community Centre Phase I
Near PVR Cinema, New Delhi 110 028
Contact Telephone No.: 011-41410592, 011-41410593
Fax No. : 011-41410591
Email id: [email protected]
website: www.linkintime.co.in
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Statements
All the business activities contributing 10% or more of the total turnover of the company shall be stated:
Financial
Sl. Name and Description of main NIC Code of the % to total turnover of
No. products / services Product/ Service the company
1. Switchgears 3120 24%
2. Cable 3130 41%
3. Lighting & Fixtures 3150 15%
4. Electric Consumer Durables 2930 21%
45
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ % OF APPLICABLE
No. SUBSIDIARY/ SHARES SECTION
NAME ADDRESS ASSOCIATE HELD
1 Havells Sylvania Brasil Rua Jaceru, 151, 3 Andar, 61.578.118/0001-96 SUBSIDIARY 100% Section 2(87) of
Iluminacao Ltda. Vila Gertrudes - So Paulo - SP, Companies Act, 2013
CEP/ZIP Code 04705-000
2 Havells Sylvania (Thailand) 2 Ploenchit Center Bldg, 19th Floor 105,536,038,787 SUBSIDIARY 100% Section 2(87) of
Ltd. Sukhumvit Soi 2 Road, Klongtoey Companies Act, 2013
Bangkok 10110, Thailand
3 Havells USA Inc. 125B Villanova DR., Atlanta, 2,135,148 SUBSIDIARY 100% Section 2(87) of
GA 30336. Companies Act, 2013
4 Havells Sylvania Iluminacion Av. Apoquindo 3710, 13th Floor, 76.031.321-1 SUBSIDIARY 100% Section 2(87) of
(Chile) Ltda Las Condes, Santiago Companies Act, 2013
5 Thai Lighting Assets Co. No. 2 Ploenchit Center, 19th Floor, 105,555,026,951 SUBSIDIARY 49% Section 2(87) of
Ltd. Sukhumvit Road, Kwaeng Klongtoey, Companies Act, 2013
Khet Klongtoey, Bangkok Metropolis
6 Havells Holdings Limited 33, Athol Street, Douglas, Isle of Man 00475V SUBSIDIARY 100% Section 2(87) of
Companies Act, 2013
7 Havells International Limited Level 2 West, Mercury Tower, C73716 SUBSIDIARY 100% Section 2(87) of
The Exchange Financial and Companies Act, 2013
Business Centre, Elia Zammit Street,
St. Julian's STJ3155, Malta
8 Promptec Renewable "SHIBRA FARMS", Nagasandra Main U40108KA2008PTC047683 SUBSIDIARY 51% Section 2(87) of
Energy Solutions Private Road, 8th Mile, Tumkur Road, Companies Act, 2013
Limited Bangalore, Karnataka 560073
9 Havells Malta Ltd 33, St. Barbara Bastion, C 40825 ASSOCIATE 20% Section 2(6) of
Valletta, VLT 1961 Malta Companies Act, 2013
10 Havells Exim Limited Unit 1005, 10/F, Tower B, Hunghom 52472231-000-06-14-7 ASSOCIATE 20% Section 2(6) of
Comm, CTR 37, MA TAU WAI RD, Companies Act, 2013
Hunghom KL
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise share holding
Category of shareholders No. of Shares held at the beginning of the Year No. of Shares held at the end of the Year %
change
Demat Physical Total % of Total Demat Physical Total % of Total
during
shares shares
the year$
A. Promoters
(1) Indian
(a) Individual / HUF 12,63,57,380 0 12,63,57,380 20.23 12,63,57,380 0 12,63,57,380 20.23 0.00
(b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
(c) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00
(d) Bodies Corporate 25,86,00,540 0 25,86,00,540 41.41 25,86,00,540 0 25,86,00,540 41.40 -0.01
(e) Financial Institutions / 0 0 0 0.00 0 0 0 0.00 0.00
Banks
(f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A)(1) 38,49,57,920 0 38,49,57,920 61.64 38,49,57,920 0 38,49,57,920 61.63 -0.01
(2) Foreign
(a) NRIs - Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(b) Other-Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
(e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of Prom. & 38,49,57,920 0 38,49,57,920 61.64 38,49,57,920 0 38,49,57,920 61.63 -0.01
Prom. Grp. (A) = (A)(1) + (A)(2)
B. Public Shareholding
(1) Institutions
(a) Mutual Funds 1,50,28,203 0 1,50,28,203 2.41 2,46,86,864 0 2,46,86,864 3.95 1.55
(b) Financial Institutions / 9,94,019 0 9,94,019 0.16 14,92,166 0 14,92,166 0.24 0.08
Banks
(c) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
(d) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00
(e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
(g) FIIs 16,23,25,060 0 16,23,25,060 25.99 15,95,98,459 0 15,95,98,459 25.55 -0.44
(h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.00
Capital Investors
(i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (B)(1) 17,83,47,282 0 17,83,47,282 28.56 18,57,77,489 0 18,57,77,489 29.74 1.19
46
Category of shareholders No. of Shares held at the beginning of the Year No. of Shares held at the end of the Year %
change
Demat Physical Total % of Total Demat Physical Total % of Total
during
shares shares
the year$
(2) Non-institutions
(a)
Bodies Corporate
Business
Review
1) Indian 1,45,39,655 0 1,45,39,655 2.33 81,05,502 0 81,05,502 1.30 -1.03
2) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
(b)
Individual
(i)
Individual 3,07,21,361 21,82,700 3,29,04,061 5.27 3,06,83,261 19,54,523 3,26,37,784 5.23 -0.04
shareholders
holding nominal
share capital upto
` 1 lakh
(ii)
Individual 81,51,410 1,04,000 82,55,410 1.32 71,03,397 1,04,000 72,07,397 1.15 -0.17
shareholders
holding nominal
share capital in
excess of ` 1 lakh
(c)
Others
Directors
Report
(1)
Trusts 4,315 0 4,315 0.00 14,039 0 14,039 0.00 0.00
(2)
Non Resident 31,58,374 9,12,000 40,70,374 0.65 28,23,080 9,09,000 37,32,080 0.60 -0.05
Indians
(3)
Clearing Members 5,14,986 0 5,14,986 0.08 12,84,770 0 12,84,770 0.21 0.12
(4)
Hindu Undivided 8,94,032 0 8,94,032 0.14 8,70,799 0 8,70,799 0.14 0.00
Families
Sub-Total (B)(2) 5,79,84,133 31,98,700 6,11,82,833 9.80 5,08,84,848 29,67,523 5,38,52,371 8.62 -1.18
Total Public Shareholding(B)=(B) 23,63,31,415 31,98,700 23,95,30,115 38.36 23,66,62,337 29,67,523 23,96,29,860 38.37 0.01
(1)+(B)(2)
C. Shares held by Custodian 0 0 0 0.00 0 0 0 0.00 0.00
for GDR & ADR
GRAND TOTAL (A+B+C) 62,12,89,335 31,98,700 62,44,88,035 100.00 62,16,20,257 29,67,523 62,45,87,780 100.00 0.00
and Analysis
$ During the year on 14 May, 2015, 99,745 Equity Shares of ` 1/- each were issued and allotted to Eligible Employees under the Havells Employees Long Term
th
Incentive Plan 2014 (LTIP Plan), thereby resulting in increased paid-up capital. The % change during the year is therefore purely on account of the increased
paid-up capital due to allotment made under the LTIP Plan of the Company.
(ii) Shareholding of Promoters

Sl. Shareholdr's Name Shareholding at the beginning of the Year Shareholding at the end of the Year % Change
No. in shares
No. of Shares % of total % of Shares No. of Shares % of total % of Shares holding
Shares of the Pledged/ Shares of the Pledged/ during the
Company encumbered Company encumbered Year
to total to total
shares of the sharesof the
Company Company
1 QIMAT RAI GUPTA# 1,35,84,000 2.18 N.A 1,35,84,000 2.17 N.A -0.01
Report
2 SURJIT KUMAR GUPTA 3,26,50,800 5.23 N.A 3,26,50,800 5.23 N.A 0.00
3 VINOD GUPTA 5,27,70,240 8.45 N.A 5,27,70,240 8.45 N.A 0.00
4 AMEET KUMAR GUPTA 15,66,160 0.25 N.A 15,66,160 0.25 N.A 0.00
5 ANIL RAI GUPTA 1,73,39,740 2.78 N.A 1,73,39,740 2.78 N.A 0.00
6 SANTOSH GUPTA 23,16,720 0.37 N.A 23,16,720 0.37 N.A 0.00
7 SHALINI GUPTA 38,98,500 0.62 N.A 38,98,500 0.62 N.A 0.00
8 SANGEETA GUPTA 22,31,220 0.36 N.A 22,31,220 0.36 N.A 0.00
9 AJANTA MERCANTILE LIMITED 6,87,41,660 11.01 N.A 6,87,41,660 11.01 N.A 0.00
10 QRG ENTERPRISES LIMITED 18,98,58,880 30.40 N.A 18,98,58,880 30.40 N.A 0.00
Total 38,49,57,920 61.64 38,49,57,920 61.63 -0.01
Statements
Financial
#
After the death of Shri Qimat Rai Gupta (Founder Chairman of the Company), his shareholding is in the process of transmission to Smt Vinod Gupta (spouse).
(iii) Change in promoters' shareholDING

There has been no change in the shareholding of promoter group of the Company during the year. The change in % is
a reflection of and purely on account of the increase in paid-up capital due to allotment made to Eligible Employees of
the Company under the Havells Long Term Incentive Plan 2014.
47
(iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and
Holders of GDRs and ADRs.)
Sl. For each of the Top 10 Shareholders Shareholding at the beginning Cumulative Shareholding during
No. of the year the year
No. of shares % of Total No. of shares % of Total
Shares of the Shares of the
Company Company
1 NALANDA INDIA EQUITY FUND LIMITED
At the beginning of the year 3,30,44,930 5.29
Sale(-)/Purchase(+) during the Year As on No. of shares
Benpos Date (- denotes sale)
N.A. 0 3,30,44,930 5.29
At the End of the Year (or on the date of 3,30,44,930 5.29
Separation, if Separated during the Year)
2 GOVERNMENT PENSION FUND GLOBAL

10.04.2015 1,65,102 2,19,09,496 3.51
17.04.2015 2,08,974 2,21,18,470 3.54
24.04.2015 62,500 2,21,80,970 3.55
01.05.2015 -10,38,983 2,11,41,987 3.39
15.05.2015 -5,97,618 2,05,44,369 3.29
22.05.2015 -10,02,859 1,95,41,510 3.13
29.05.2015 -3,32,452 1,92,09,058 3.08
10.07.2015 2,88,138 1,94,97,196 3.12
17.07.2015 1,54,896 1,96,52,092 3.15
3 CITIGROUP GLOBAL MARKETS

MAURITIUS PRIVATE LIMITED
Sale(-)/Purchase(+) during the Year As on No. of shares (-
Benpos Date denotes sale)
10.04.2015 78,000 1,98,74,300 3.18
17.04.2015 2,22,000 2,00,96,300 3.22
01.05.2015 -30,000 2,00,66,300 3.21
08.05.2015 -3,61,000 1,97,05,300 3.16
15.05.2015 1,16,000 1,98,21,300 3.17
22.05.2015 68,000 1,98,89,300 3.18
29.05.2015 60,000 1,99,49,300 3.19
05.06.2015 -3,19,000 1,96,30,300 3.14
12.06.2015 -3,62,000 1,92,68,300 3.08
19.06.2015 -44,000 1,92,24,300 3.08
26.06.2015 -39,000 1,91,85,300 3.07
30.06.2015 -13,000 1,91,72,300 3.07
10.07.2015 1,01,000 1,92,73,300 3.09
17.07.2015 16,000 1,92,89,300 3.09
24.07.2015 19,000 1,93,08,300 3.09
14.08.2015 -12,000 1,92,96,300 3.09
21.08.2015 -31,000 1,92,65,300 3.08
28.08.2015 -3,09,000 1,89,56,300 3.04
04.09.2015 -2,46,000 1,87,10,300 3.00
20.11.2015 -20,000 1,86,90,300 2.99
27.11.2015 -13,62,000 1,73,28,300 2.77
04.12.2015 -83,90,000 89,38,300 1.43
11.12.2015 5,38,000 94,76,300 1.52
18.12.2015 1,12,000 95,88,300 1.54
25.12.2015 2,06,000 97,94,300 1.57
08.01.2016 1,28,010 99,22,310 1.59
15.01.2016 4,000 99,26,310 1.59
22.01.2016 16,000 99,42,310 1.59
29.01.2016 -1,66,000 97,76,310 1.57
05.02.2016 -68,000 97,08,310 1.55
12.02.2016 -1,02,000 96,06,310 1.54
19.02.2016 -3,04,000 93,02,310 1.49
26.02.2016 42,000 93,44,310 1.50
18.03.2016 38,000 93,82,310 1.50
25.03.2016 20,000 94,02,310 1.51
31.03.2016 -19 94,02,291 1.51
At the End of the Year (or on the date of 94,02,291 1.51
48
Company Company
4 SMALLCAP WORLD FUND, INC
Business
Review
N.A. 0 1,60,48,000 2.57
5 FRANKLIN TEMPLETON INVESTMENT

FUNDS
At the beginning of the year 90,97,292 1.46
29.05.2015 1,02,708 92,00,000 1.47
04.09.2015 83,920 92,83,920 1.49
18.12.2015 -14,83,727 78,00,193 1.25
25.12.2015 -3,56,273 74,43,920 1.19
Directors
Report
29.01.2016 -3,00,000 71,43,920 1.14
12.02.2016 -13,941 71,29,979 1.14
11.03.2016 4,60,922 75,90,901 1.22
6 HSBC BANK (MAURITIUS) LIMITED A/C

JWALAMUKHI
15.05.2015 -1,50,000 51,69,000 0.83
22.05.2015 -6,00,000 45,69,000 0.73
29.05.2015 -12,12,000 33,57,000 0.54
05.06.2015 -10,03,000 23,54,000 0.38
and Analysis
12.06.2015 -3,31,000 20,23,000 0.32
19.06.2015 -7,00,000 13,23,000 0.21
26.06.2015 -11,63,000 1,60,000 0.03
30.06.2015 -1,60,000 0 0.00
At the End of the Year (or on the date of 0 0.00
7 CANTILLON FUND PLC

10.04.2015 92,346 37,90,863 0.61
17.04.2015 6,03,841 43,94,704 0.70
24.04.2015 5,15,790 49,10,494 0.79
01.05.2015 9,29,354 58,39,848 0.94
08.05.2015 4,18,152 62,58,000 1.00
22.05.2015 -2,70,000 59,88,000 0.96 Report
05.06.2015 -70,000 59,18,000 0.95
30.09.2015 -90,000 58,28,000 0.93
13.11.2015 -50,000 57,78,000 0.93
05.02.2016 -30,000 57,48,000 0.92
26.02.2016 -1,90,000 55,58,000 0.89
25.03.2016 -50,000 55,08,000 0.88
8 ICICI PRUDENTIAL FOCUSED

BLUECHIP EQUITY FUND
Statements
19.06.2015 51,580 34,35,452 0.55

Financial
11.12.2015 -3,89,762 30,45,690 0.49

18.12.2015 -5,05,244 25,40,446 0.41
05.02.2016 -3,45,170 21,95,276 0.35
12.02.2016 -1,24,792 20,70,484 0.33
26.02.2016 -3,69,294 17,01,190 0.27
04.03.2016 -1,43,922 15,57,268 0.25
25.03.2016 -15,57,268 0 0.00
49
Company Company
9 HDFC STANDARD LIFE INSURANCE
COMPANY LIMITED
10.04.2015 15,449 33,94,609 0.54
11.09.2015 -2,26,854 31,67,755 0.51
18.09.2015 -7,10,230 24,57,525 0.39
25.09.2015 -3,37,416 21,20,109 0.34
04.12.2015 -5,94,609 15,25,500 0.24
15.01.2016 65,000 15,90,500 0.25
11.03.2016 1,00,000 16,90,500 0.27
31.03.2016 2,00,000 18,90,500 0.30
10 MACQUARIE BANK LIMITED

17.04.2015 -3,32,104 25,90,172 0.41
11.09.2015 -1,15,000 24,75,172 0.40
30.09.2015 -1,21,000 23,54,172 0.38
09.10.2015 -2,49,000 21,05,172 0.34
30.10.2015 -40,000 20,65,172 0.33
06.11.2015 -2,72,000 17,93,172 0.29
13.11.2015 -3,90,008 14,03,164 0.22
20.11.2015 -4,42,000 9,61,164 0.15
27.11.2015 -3,02,000 6,59,164 0.11
22.01.2016 -6,59,164 0 0.00
(v) Shareholding of Directors and Key Managerial Personnel:

Sl. For Each of the Directors and KMP# Shareholding Cumulative Shareholding
No. at the beginning of the year during the year
No. of % of Total No. of % of Total
shares Shares of the shares Shares of the
Company Company
1 SHRI SURJIT KUMAR GUPTA
Date wise Increase/ Decrease in Share holding during
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus / sweat equity etc.):
At the end of the year 3,26,50,800 5.23
2 SHRI ANIL RAI GUPTA

At the end of the year 1,73,39,740 2.78
3 SHRI AMEET KUMAR GUPTA

At the end of the year 15,66,160 0.25
4 SHRI RAJESH KUMAR GUPTA

Date wise Increase/ Decrease in Share holding during No. of shares
Shares Under Havells Long Term Incentive Plan 08.05.2015 5,740 12,27,995 0.20
for financial year 2012-13
Shares Under Havells Long Term Incentive Plan 01.06.2015 11,549 12,39,544 0.20
for financial year 2014-15
At the end of the year 12,39,544 0.20
50
Sl. For Each of the Directors and KMP# Shareholding Cumulative Shareholding
No. at the beginning of the year during the year
No. of % of Total No. of % of Total
shares Shares of the shares Shares of the
Company Company
5 SHRI SUNIL BEHARI MATHUR
Business
Review
At the beginning of the year 0 0.00
At the end of the year 0 0.00
6 Shri Avinash Parkash Gandhi

7 Shri Vijay Kumar Chopra

Directors
Report
8 Shri Surender Kumar Tuteja

At the End of the Year 0 0.00
9 Dr. ADARSH KISHORE
and Analysis
10 SMT. PRATIMA RAM

(e.g. allotment / transfer / bonus / sweat equity etc. ):
11 SHRI T. V. MOHANDAS PAI
(e.g. allotment / transfer / bonus / sweat equity etc. ): Report
12 SHRI PUNEET BHATIA

At the beginning of the year 49,750 0.01
At the end of the year 49,750 0.01
13 SHRI SANJAY GUPTA

At the beginning of the year 3,190 0.00
Date wise Increase/ Decrease in Share holding during No. of shares
Statements
Financial

Shares Under Havells Long Term Incentive Plan for 08.05.2015 680 3,870 0.00
financial year 2012-13
Shares Under Havells Long Term Incentive Plan for 01.06.2015 1,262 5,132 0.00
financial year 2014-15
At the end of the year 5,132 0.00
#
hri Qimat Rai Gupta, founding Chairman and Managing Director of the Company, ceased office on 7th November, 2014 due to death. His shareholding is in
S
the process of transmission to Smt. Vinod Gupta (spouse).
51
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in ` Crores)
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount 83.46 - - 83.46
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 0.32 - - 0.32
Total (i+ii+iii) 83.78 - - 83.78
Change in Indebtedness during the financial year
Addition - - - -
Reduction 41.73 - - 41.73
Net Change 41.73 - - 41.73
Indebtedness at the end of the financial year
i) Principal Amount 44.22* - - 44.22
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 0.18 - - 0.18
Total (i+ii+iii) 44.40 - - 44.40
*Indebtedness at the end includes exchange fluctuation of ` 2.49 Crores
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and /or Manager:
Sl. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
No. (`)
Shri Anil Rai Gupta** Shri Ameet Kumar Gupta$ Shri Rajesh Kumar Gupta***
(Chairman and (Whole-time Director) (Whole-time Director
Managing Director) (Finance) and Group CFO)#
1. Gross salary
(a) Salary as per provisions 3,00,15,000 1,20,15,000 1,86,84,413 6,07,14,413
contained in section 17(1) of
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of 39,600 39,600 39,600 1,18,800
(c) Profits in lieu of salary under - - - -
section 17(3) of the Income-tax
Act, 1961
2. Stock Option - - 2,00,639# 2,00,639
3. Sweat Equity - - - -
4. Commission
- as % of profit 9,11,37,500** 3,64,55,000$ 3,64,55,000*** 16,40,47,500
- others, specify
5. Others, please specify - - - -
Total (A) 12,11,92,100 4,85,09,600 5,53,79,652 22,50,81,352
Ceiling as per the Act 10% of Net profit for all Executive Directors - Managing and Whole-time Directors;
5% of Net profit to any one Managing or Whole-time Director
** As per the approved terms, entitled to receive Commission @ 1.25% of the profit before tax.
$
As per the approved terms, entitled to receive Commission @ 0.50% of the profit before tax.
*** As per the approved terms, entitled to receive Commission @ 0.50% of the profit before tax
# During the year 2015-16, 5,740 Equity Shares of ` 1/- each, being the second tranche of benefit entitlement in respect of financial year 2012-13, were
transferred from Havells Employees Welfare Trust to Shri Rajesh Kumar Gupta in terms of the Havells Long Term Incentive Plan 2014. Further, in terms of the
same Plan, Shri Rajesh Kumar Gupta was also allotted 11,549 Equity Shares of ` 1/- each in respect of benefit entitlement for financial year 2014-15.
B. Remuneration to other Directors:

Sl. Particulars of Name of Directors Total
No. Remuneration Amount
Shri V.K. Shri A.P. Dr. Adarsh Shri S.B. Shri S.K. Smt. Shri Surjit Shri Shri (`)
Chopra Gandhi Kishore Mathur Tuteja Pratima Kumar Gupta Puneet Bhatia T. V. Mohandas
(ID) (ID) (ID) (ID) (ID) Ram (NED, Non- (NED, Non- Pai (NED, Non-
(ID) Independent) Independent) Independent)
1. Independent N.A. N.A. N.A.
Directors (ID)
Fee for attending 6,10,000 6,00,000 4,20,000 5,70,000 4,70,000 3,50,000 - - - 30,20,000
Board Committee
Meetings
Commission 5,00,000^ 5,00,000^ 5,00,000^ 5,00,000^ 5,00,000^ 5,00,000^ - - - 30,00,000
Others, please - - - - - - - - - -
specify
Total (1) 11,10,000 11,00,000 9,20,000 10,70,000 9,70,000 8,50,000 - - - 60,20,000
52
Sl. Particulars of Name of Directors Total
No. Remuneration Amount
Shri V.K. Shri A.P. Dr. Adarsh Shri S.B. Shri S.K. Smt. Shri Surjit Shri Shri (`)
Chopra Gandhi Kishore Mathur Tuteja Pratima Kumar Gupta Puneet Bhatia T. V. Mohandas
(ID) (ID) (ID) (ID) (ID) Ram (NED, Non- (NED, Non- Pai (NED, Non-
(ID) Independent) Independent) Independent)
Business
Review
2. Other Non-Executive N.A. N.A. N.A. N.A. N.A. N.A.
Directors (NED)
Fee for attending - 1,20,000 1,00,000 2,20,000
Board Committee
Meetings
Commission - - - -
Others, please - - - -
specify
Total (2) - - - - - - - 1,20,000 1,00,000 2,20,000
Total (B)=(1+2) 11,10,000 11,00,000 9,20,000 10,70,000 9,70,000 8,50,000 - 1,20,000 1,00,000 62,40,000
Total Managerial 23,13,21,352
Remuneration
Overall Ceiling as 1% of Net Profits of the Company for all Non-Executive Directors
per the Act
In terms of Shareholders approval dated 9th June, 2014, all the Non-Executive Independent Directors of the Company are entitled for a
^
Directors
Report
commission of ` 5 lakhs per annum.
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
Sl. Particulars of Remuneration Key Managerial Personnel

No.
CEO * Company CFO* Total Amount (`)
Secretary
1. Gross salary
(a) Salary as per provisions contained in 48,40,243 48,40,243
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of the 100 100
and Analysis
Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) of - -
2. Stock Option 22,043 22,043
3. Sweat Equity - -
4. Commission
- as % of profit - -
- others, specify - -
5. Others, please specify - -
Total 48,62,386 48,62,386
* Particulars of Remuneration of CEO (Shri Anil Rai Gupta, Chairman and Managing Director) and CFO (Shri Rajesh Kumar Gupta, Whole-time
Director (Finance) and Group CFO) are given under point VI(A) above. Report
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority [RD / Appeal made,
Companies Description penalty / NCLT / Court] if any (give
Act punishment / details)
compounding
fees imposed
A. COMPANY
Penalty NIL
Punishment NIL
Compounding NIL
Statements
Financial
B. DIRECTORS
Penalty NIL
Punishment NIL
Compounding NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL
Punishment NIL
Compounding NIL
53
ANNEXURE 3
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2016
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (c) The Securities and Exchange Board of

India (Issue of Capital and Disclosure
The Members,
Requirements) Regulations, 2014;
(d) The Securities and Exchange Board of
We have conducted the secretarial audit of the compliance India (Share Based Employee Benefits)
of applicable statutory provisions and the adherence Regulations, 2014;
to good corporate practices by Havells India Limited
(e) The Securities and Exchange Board of
(hereinafter referred to as the Company). Secretarial
India (Issue and Listing of Debt Securities)
Audit has been conducted in a manner that provided us
Regulations, 2008;
a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing our opinion thereon. (f) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer
Based on our verification of the books, papers, minute Agents) (Amendment) Regulations, 2006
books, forms and returns filed and other records maintained regarding the Companies Act and dealing
by the Company and also the information provided with client;
by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we (vi) The Employees State Insurance Act, 1948
hereby report that in our opinion, the Company has, during
(vii) Employees Provident Fund and Miscellaneous
the audit period covering the financial year ended on 31st
Provisions Act, 1952
March, 2016 complied with the statutory provisions listed
here under and also that the Company has proper Board- (viii) Employers Liability Act, 1938
processes and compliance-mechanism in place to the
(ix) Environment Protection Act, 1986 and other
extent, in the manner and subject to the reporting made
environmental laws
hereinafter:
(x) Air (Prevention and Control of Pollution) Act, 1981
We have examined the books, papers, minute books,
forms and returns filed and other records maintained (xi) Factories Act, 1948
by the Company for the financial year ended on 31st (xii) Industrial Dispute Act, 1947
March, 2016 to ascertain the compliance of various
provisions of: (xiii) Payment of Wages Act, 1936 and other applicable
labour laws
(i) The Companies Act, 2013 and the rules made
thereunder; We have also examined compliance with the applicable
(ii) The Securities Contracts (Regulation) Act, 1956 clauses of the following:
(SCRA) and the rules made thereunder; i. Secretarial Standards issued by The Institute of
(iii) The Depositories Act, 1996 and the Regulations Company Secretaries of India.
and Bye-laws framed thereunder; ii. The Listing Agreements entered into by the Company
(iv) Foreign Exchange Management Act, 1999 and with the BSE Limited and The National Stock Exchange
the rules and regulations made thereunder; of India Limited and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
(v) The following Regulations and Guidelines
prescribed under the Securities and Exchange We report that during the period under review, the Company
Board of India Act, 1992 (SEBI Act):- has complied with the provisions of the Act, Rules,
(a) The Securities and Exchange Board of Regulations, Guidelines, Standards, etc. mentioned above.
India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011; We further report that
(b) The Securities and Exchange Board of India The Board of Directors of the Company is duly
(Prohibition of Insider Trading) Regulations, constituted with proper balance of Executive Directors,
1992 and 2015; Non-Executive Directors and Independent Directors.
54
The changes in the composition of the Board of traded at both the Stock Exchanges. The Company has also
Directors that took place during the period under review taken the approval of the shareholders of the company in
were carried out in compliance with the provisions of pursuance of Section 180 of the Companies Act, 2013 for
the Act. disinvestment of upto 100% stake in Havells Malta Limited
by Havells Holdings Limited, a whollyowned subsidiary of
Adequate notice is given to all directors to schedule
Business
Review
the Company and for disinvestment of upto 100% stake
the Board Meetings, agenda and detailed notes on
in Havells Exim Limited, a wholly-owned subsidiary of the
agenda were sent at least seven days in advance,
Company, by way of postal ballot, the results whereof were
and a system exists for seeking and obtaining further
declared on 18th January, 2016. Further, we report that there
information and clarifications on the agenda items
were no instances of:
before the meeting and for meaningful participation at
the meeting. i. Public / Right / Preferential issue of shares / debentures /
sweat equity, etc.
Majority decision is carried through while the dissenting
members views are captured and recorded as part of ii. Redemption / buy-back of securities.
the minutes. iii. Merger / amalgamation / reconstruction, etc.
There are adequate systems and processes in the iv. Foreign technical collaborations
Directors
Company commensurate with the size and operations
Report
of the company to monitor and ensure compliance with Place: New Delhi For MZ & Associates
applicable laws, rules, regulations and guidelines. Date: 14th April, 2016 Company Secretaries
We further report that during the audit period the Company CS Mohd Zafar
has issued and allotted equity shares under Employees Partner
Stock Option Scheme i.e Havells Employees Stock Purchase Membership No: ACS 28165
Plan 2014 which were successfully listed and currently CP: 13875
ANNEXURE 4
Details of Investments as on 31st March, 2016
and Analysis
Name of Company Amount (INR)
Havells Holdings Limited* 2,49,61,82,602
Jiangsu Havells Sylvania Lighting Limited 30,86,72,388
Havells Exim Limited 1,160
Promptec Renewable Energy Solutions Private Limited 29,11,80,820
National Highway Authority of India (Tax-free Bonds) 1,50,66,37,918
Total 4,60,26,74,887
*Being wholly-owned subsidiary of the Company, the investment made by the Company are exempt under section 186 of the Companies
Act, 2013
Details of Guarantees as on 31st March, 2016 Corporate Governance

As at 31st March, 2016, the Company has not given any guarantee. Report
ANNEXURE - 5
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions
under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms length basis
Statements
Financial
NONE; DURING THE REPORTING PERIOD, ALL TRANSACTIONS WERE AT ARMS LENGTH BASIS.
(a) Name(s) of the related party and nature of relationship: NA
(b) Nature of contracts / arrangements / transactions: NA
(c) Duration of the contracts / arrangements / transactions: NA
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NA
55
(e) Justification for entering into such contracts or arrangements or transactions: NA
(f) Date(s) of approval by the Board: NA
(g) Amount paid as advances, if any: NA
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: NA
2. Details of material contracts or arrangement or transactions at arms length basis

NONE; DURING THE REPORTING PERIOD, THERE WAS NO MATERIAL* CONTRACT OR ARRANGEMENT.
(*As defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted by the Board
of Directors in the Related Party Transactions Policy of the Company, Material Related Party Transaction means a
transaction with a related party if the transaction / transactions to be entered into individually or taken together with
previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the company as per
the last audited financial statements of the Company.)
(a) Name(s) of the related party and nature of relationship: NA
(b) Nature of contracts / arrangements / transactions: NA
(c) Duration of the contracts / arrangements / transactions: NA
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NA
(e) Date(s) of approval by the Board, if any: NA
(f) Amount paid as advances, if any: NA
For and on behalf of
Board of Directors of Havells India Limited
Anil Rai Gupta

Noida, May 11, 2016 Chairman and Managing Director
ANNEXURE - 6
ANNUAL REPORT ON CSR PURSUANT TO RULES 8 & 9 OF COMPANIES (CORPORATE SOCIAL RESPONSIBILITY
POLICY) RULES, 2014
1. A brief outline of the Companys CSR policy, including overview of projects or programs proposed to be undertaken and
a reference to the web-link to the CSR policy and projects or program.
In adherence to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors upon the recommendation of CSR Committee, in its Meeting held on 23rd
April, 2014, approved a CSR Policy of the Company.
In accordance with the primary CSR philosophy of the group and the specified activities under Schedule VII to the
Companies Act, 2013, the CSR activities of the Company cover certain thrust areas such as mid-day meals, sanitation
facilities to schools, supporting education and healthcare.
The Corporate Social Responsibility Policy of the Company is available on the website of the Company www.havells.com
in the Investor Section under Disclosures.
2. The composition of CSR Committee

As at 31st March, 2016, the Corporate Social Responsibility Committee comprises of 4 (Four) members of the Board,
2 (Two) of which are Independent Directors and remaining 2 (Two) are Executive. The Chairman of the Committee is an
Independent Director.
NAME CATEGORY DESIGNATION
Shri Surender Kumar Tuteja Independent Director Chairman
Dr. Adarsh Kishore Independent Director Member
Shri Anil Rai Gupta Executive Director Member
Shri Rajesh Kumar Gupta Executive Director Member
56
3. Average net profit of the Company for last 3 financial year
The Average Net Profit of three financial years preceding the reporting financial year (i.e. 2014-15, 2013-14, 2012-13)
calculated in accordance with section 135 of the Companies Act, 2013 is ` 574.04 crores.
4. Prescribed CSR Expenditure (2% of the amount as in item 3 above)
Business
Review
The prescribed CSR Expenditure to be incurred during the financial year i.e. 2015-16 is ` 11.48 crores.
5. Details of CSR spent during the financial year

(a) Total amt. to be spent for the financial year = ` 11.48 crores
(b) Amount unspent, if any = Nil
(c) Manner in which the amount spent during the financial year is detailed below:
(` in Crores)
Sl. CSR project or activity defined Sector Projects or programs Amount Amount spent on Cumulative Amount spent:
No. in which (1) Local area or outlay the projects or expenditure Direct or
Directors
Report
the other (budget) program upto the through
project is (2)
Specify the state project Sub-heads: reporting implementing
covered* and district or (1)Direct period agency
where projects program expenditure
or programs was wise on projects or
undertaken programs
(2) Overheads
1. Mid-Day Meal (MDM) programme. (i) Alwar, Rajasthan 4.00 5.51# 5.51 Through QRG
Foundation
2. Providing sanitation facilities - By building (i) - do - 3.75 2.59 2.59 0.04 - Direct
toilets in schools where mid-day meals are 2.55 - Through
provided. QRG Foundation
3. Supporting education of underprivileged (ii) Faridabad, Haryana 0.25 0.38 0.38 Through The
and Analysis
children - Aid, support and facilitate all Vivekananda
activities in connection with and related to the Ashrama
school being run by The Vivekananda Ashrama
4. Contributing to eligible institutions, universities (ii) Sonepat, Haryana 3.00 3.00 3.00 Through Ashoka
etc. for promotion of education - Contributions University
to Ashoka University promoted by IFRE (a not-
for-profit company formed under section 25 of
erstwhile Companies Act, 1956, undertaking
programs/ projects/ activities pertaining
to promotion of education in India with an
established track record of more than 3 years.)
TOTAL 11.00 11.48 11.48
* Sector refers to the Entries specified in Schedule VII to the Companies Act, 2013.
# Includes ` 5.08 crores as donation given to QRG Foundation towards Mid-day Meal programme which is expected to be utilised during the financial
year 2016-17. Report
6. In case the Company has failed to spend the 2% of the average net profit of the last 3 FYs or any part thereof, the
Company shall provide the reason for not spending the amount in its Board Report.
The unspent amount in respect of financial year 2015-16 lying with the QRG Foundation, shall continue to be utilised
in the financial year 2016-17 towards the Companys flagship CSR activity of Mid-day Meal Scheme running in Alwar
district of Rajasthan.
7. Responsibility Statement
The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
Statements
Financial
Anil Rai Gupta S. K. Tuteja

Chairman and Managing Director Chairman CSR Committee
Date: May 11, 2016
57
ANNEXURE - 7
(A) DETAILS PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
Relevant Prescribed Requirement Particulars

clause
u/r 5(1)
(i) Ratio of the remuneration of each director to - Ratio of the remuneration of Shri Anil Rai Gupta, Chairman
the median remuneration of the employees of and Managing Director to the median remuneration of the
the company for the financial year employees 196:1
- Ratio of the remuneration of Shri Ameet Kumar Gupta,

Whole-time Director to the median remuneration of the
employees 78:1
- Ratio of the remuneration of Shri Rajesh Kumar Gupta,

Whole-time Director (Finance) and Group CFO 90:1
(ii) Percentage increase in remuneration of each - Shri Anil Rai Gupta, CMD 51.10%
director, Chief Financial Officer, Chief Executive
- Shri Ameet Kumar Gupta, WTD 2.40%
Officer, Company Secretary or Manager, if any,
in the financial year - Shri Rajesh Kumar Gupta, WTD (CFO) 9.65%
- Shri Sanjay Gupta, CS 12.34%
(iii) Percentage increase in the median 32.94%
remuneration of employees in the financial year
(iv) Number of permanent employees on the rolls 4,476 Employees
of company
(v) Explanation on the relationship between Average increase in remuneration 21.55%
average increase in remuneration and company Average increase in Profit Before Tax 10.14%
performance
(vi) Comparison of the remuneration of the Key (` in crores)
Managerial Personnel against the performance KMP Remuneration Company
of the Company Performance
(PBT)
Shri Anil Rai Gupta, Chairman 12.48 711.80
and Managing Director
Shri Ameet Kumar Gupta, 4.99 711.80
Whole-time Director#
Shri Rajesh Kumar Gupta, 5.75 711.80
Whole-time Director (Finance)
and Group CFO
Shri Sanjay Gupta, Company 0.51 711.80
Secretary
(vii) Variations in the market capitalization of the Variations in the market capitalization
company, price earnings ratio as at the closing
- Market capitalization as at 31st March, 2015: 19,059 crores
date of the current financial year and previous
financial year and percentage increase over - Market capitalization as at 31st March, 2016: 20,070 crores
decrease in the market quotations of the shares
of the company in comparison to the rate at Variations in the PE Ratio
which the company came out with the last
- PE Ratio as at 31st March, 2015: 49:47
public offer in case of listed companies, and in
case of unlisted companies, the variations in - PE Ratio as at 31st March, 2016:
the net worth of the company as at the close of
16:60 (with exceptional profits)
the current financial year and previous financial
year 41:40 (without exceptional profits)
1010 times increase in the market quotation of the Shares
in comparison to the rate at which the company came out
with IPO, adjusted for bonus issue / split.
58
Relevant Prescribed Requirement Particulars
clause
u/r 5(1)
(viii) Average percentile increase already made - Average increase in remuneration of Managerial
in the salaries of employees other than the Personnel 26.40%
Business
Review
managerial personnel in the last financial
- Average increase in remuneration of employees other than
year and its comparison with the percentile
the Managerial Personnel 16.80%
increase in the managerial remuneration and
justification thereof and point out if there are The top level compensation is linked to Profit Before Tax.
any exceptional circumstances for increase in
the managerial remuneration
(ix) Comparison of the each remuneration of Covered in sub-clause (vi) above.
the Key Managerial Personnel against the
performance of the company
(x) Key parameters for any variable component of Financial and operating performance of the Company
remuneration availed by the directors Industry/ sector trends for the remuneration paid to
executive directorate
Directors
Report
(xi) Ratio of the remuneration of the highest paid Not Applicable. There is no such employee who received
director to that of the employees who are not remuneration in excess of the highest paid director during the
directors but receive remuneration in excess of year.
the highest paid director during the year
(xii) Affirmation that the remuneration is as per the The remuneration is as per the Nomination and Remuneration
remuneration policy of the company Policy for the Directors, Key Managerial Personnel and Other
Employees of the Company, formulated pursuant to the
provisions of section 178 of the Companies Act, 2013.
(B) STATEMENT SHOWING PARTICULARS OF 20-05-2002 23 80,86,249 Amtek Auto Ltd. Dy General
EMPLOYEES PURSUANT TO THE PROVISIONS Manager.
OF SECTION 197(12) OF THE COMPANIES ACT,
and Analysis
Persons employed for part of the year ended
2013 READ WITH RULE 5(2) OF THE COMPANIES
March 31, 2016 who were in receipt of the
(APPOINTMENT AND REMUNERATION OF
remuneration which in the aggregate was not less
MANAGERIAL PERSONNEL) RULES, 2014
than ` 5,00,000/- p.m.
Persons employed for the full year ended Name Age Qualification Designation Date of
March 31, 2016 who were in receipt of the Commencement of Employment Total Experience
remuneration which in the aggregate was not less (Years) Gross Remuneration (`) Last Employer &
than ` 60,00,000/- p.a. Designation Held
Name Age Qualification Designation Date of Cecil Prem Treasure 54 MBA Executive Vice President
Commencement of Employment Total Experience 20.01.2016 23 23,93,395 Director, Jubilant Life
(Years) Gross Remuneration (`) Last Employer & Sciences; Vivek Yadav 50 M.Tech Vice President
Designation Held 01.02.2016 26 14,44,822 Vice President, Schneider
Electric India Pvt Ltd; Saurabh Goel 47 PGDBM Report
Anil Rai Gupta 47 MBA Chairman and Managing Executive Vice President 01.02.2016 13 22,89,286
Director 30-09-1992 24 12,47,52,500; Ameet Sr. Vice President, Bharti Airtel Limited; Sachin Gupta
Kumar Gupta 44 BE, MBA Whole-time Director 48 M.Sc. Sr. Vice President and CIO 16.02.2016 12
01-01-2015 17 4,99,10,000; Rajesh Kumar Gupta 59 14,49,083 CIO, Times Group; Amit Gupta 34 PGDBM
CA Director (Finance) and Group CFO 21-03-1992 35 Vice President 24.06.2015 12 57,57,518 Mckinsey
5,74,77,552; Rajiv Goel 45 CA, CS Executive President and Company
01-04-2009 24 3,88,09,574 Rosewood Advisors
Notes:
(Director); Vivek Khanna 52 C.A., ISA Sr. Vice
President Finance 01-09-1989 28 1,33,68,321 M/s 1. Gross Remuneration includes basic salary, allowances,
commission and perquisites. The term remuneration has
S.S. Kothari & Co. Audit Manager; Sunil Sikka 61 BE,
the meaning assigned to it in the Explanation to Section
PGDMM President 03-05-2000 39 76,73,290 Bajaj
Statements
198 of the Companies Act, 2013.

Financial
Electricals Limited Sr. General Manager; Narendra

Kumar Choudhary 58 M Sc., MBA Sr. Vice President 2. The nature of employment is contractual in all the above
15-07-2003 33 81,38,954 Polar International Ltd. cases.
General Manager; Anil Bhasin 56 B Sc., PGDBM 3. All the employees have adequate experience to
Sr. Vice President 01-01-2004 35 81,07,326 Singer discharge the responsibility assigned to them.
India Ltd. General Manager; Bhagirath Singh Galgat 52 4. Except Shri Anil Rai Gupta, none of the above employees
M Tech., Diploma in Management Sr. Vice President holds more than 2% of the paid-up capital of the Company.
59
ANNEXURE 8
Disclosure pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014
(A) CONSERVATION OF ENERGY g) Installation of precision temperature

(i) Steps taken or impact on conservation of energy controlling equipment in drying ovens to
and the steps taken by the company for utilising avoid unnecessary overheating.
alternate sources of energy; h) Replacement of HPSV lights to CMI / LED
Energy conservation measures taken light.

Company has taken several steps to conserve i) Installation of Star Rated AC systems.
energy through its Sustainability initiatives. The
Company continues its endeavour to improve energy 3. Optimization of Electrical Equipment:
conservation and utilization. The Company has In addition to the existing controls on prime
always been conscious of the need for conservation production equipment and existing prime
of energy and has been sensitive in making progress utilities equipment, some electrical equipment
towards this end. Energy conservation measures modifications / additions being done are:
have been implemented at all the plants and offices
of the Company and special efforts are being put on a) Continuous monitoring of Power factor of
undertaking specific energy conservation projects like plant on daily basis, we operate in range
0.96 ~ 0.99 against min standard required
1. Lighting: from RSEB 0.95.
Efforts have been put by Company to reduce or b) Redesign of pay off fixtures in cable division
optimize the lighting requirements at all the plants. to reduce energy consumption by 30%.
Some of the initiatives are enumerated as under: Company believes in sharing and implementing
a) Solar based day light system at Faridabad best practices across all plants & stage wise
plant. This has resulted in reduction of replacement of conventional light fittings to
lighting load during day time. LED light fittings is under progress across the
manufacturing units.
b) Lighting load optimization of lighting circuits.
Impact of measures for reduction of energy
c) Replacement of Conventional Light fittings
consumption
with LED light fixtures, leading to savings in
power at office areas. The above measures have resulted in optimizing
energy consumption and savings cost of production,
d) Installation of CFL, LED indicators, Use of reduction on carbon emissions and processing time.
54Wx4 T5 lamps for assembly area.
(ii) Capital investment on energy conservation
2.
Replacement of old equipment with new/ equipments Efforts have been put by Company
energy efficient equipment: to reduce or optimize the energy requirements at all
a) Conversion of DC motor & drives to AC VFD the plants. Company encourages capital investment
motors and drives. in energy-saving equipments, plants or machinery
and this year company has spent approximate
b) Installation of Auto compound loader in ` 3.24 crores.
Extruders.
c) Installation of compressed air saving guns (B) TECHNOLOGY ABSORPTION
for cleaning applications. (i) The efforts made towards technology
d) Timer based operations for air conditioner absorption:
units across the manufacturing units. The Company is putting continuous efforts
in acquisition, development, assimilation and
e) Conventional cooling towers are being
utilization of technological knowledge through
replaced with fan-less cooling towers
its wide advance engineering project portfolio.
to eliminate the high power-load due to
This has enabled the Company to keep abreast
operation of the fans in cooling towers. Old
with the latest developments in product
cooling towers in the plants were replaced
technology, manufacturing process and methods,
with new and better energy-efficient units.
quality assurance and improvement, marketing,
f) Conversion of pneumatic screw driver to management systems and benefit out of mutual
energy efficient Electrical screw driver. experience.
60
The Company has a full-fledged R&D division (iii) in case of imported technology (imported
continuously engaged in research on new during the last three years reckoned from the
products and process improvement on existing beginning of the financial year):
products as part of continuous improvement. As
The Company shall continue its endeavour to
a part of technology absorption and adoption,
adopt technologies for its product range to meet
Business
Review
once technology is developed for a product, it is the requirements of a globally competitive market.
tested in a Pilot Plant and thereafter commercial
production is performed. Innovation is embarked (a) Technology imported with year of Import.
on by an incremental approach towards cost, Extra High Voltage plant for cable
time, quality and complex product development manufacturing imported from Germany
by adopting cutting edge technology and our (Year 2015-16).
philosophy is to continuously upgrade the
Automated lamp assembly line (Year
technology. R&D has been expanding its team
2015-16).
size in areas of design, analysis and validation
in order to keep up with the rapidly expanding SMT Line (Year 2015-16).
aspirations of the Company. Company is carrying Visual Measuring Machine (Year 2015-16).
Directors
out the following activities to fulfil short term and
Report
Laser marking on Switches (Year 2015-16).
long term business goals:
Robotic arms Implementation on Molding
Upgradation of existing product and processes Machine (Year 2015-16).
to save cycle time, energy consumption and
Fully Automatic Switch Assembly (Year
overall operational efficiency.
2015-16).
Import substitution and identification of new Fully Automatic Socket Assembly (Year
raw materials for development. 2015-16).
Technology support to all plants to improve Fanuc Robo Drill, for high speed cutting
efficiency and enable business growth. with fine finish (Year 2015-16).
and Analysis
Optimization of products and processes Linear Micro Height from Mitutoyo with
to minimize waste generation and address an accuracy of .1 Micron. Best in its
environmental and safety concerns. Class for Tool Room Jobs (Year 2015-16)
Incorporation of Mold Flow in analysis for
Development of smart test methods to speed
Tool Design from Autodesk (Year 2015-16).
up testing of incoming raw materials.
On line welding machine for bunched
Undertaking collaborative development copper conductor make-August Stracker
projects with vendors, academia and GMBH, Germany (Year 2013-14).
institutes.
High speed Press tool with auto riveting
Development of in house domain expertise to unit imported from Taiwan (2015-16).
support product development. Multi cavity Mold imported from china to
enhance the productivity (2013-14). Report
Development of laboratory simulation
techniques for faster resolution of product 3D Scanner Germany (2014-15).
complaints. XRF Analyzer (2014-15).
Focus on in house product development in the Servo based Molding Machine of Toshiba
area of smart internet base solution etc. (2014-15).
90+ Intellectual Property Rights applied. Multi cavity Mold imported from china to
enhance the productivity (2014-15).
(ii) The benefits derived like product improvement, (b) Year of import.
cost reduction, product development or As mentioned above
import substitution:
Statements
Financial
(c) Has technology been fully absorbed?

Increased Customer satisfaction & sale ability.
Yes
Improved Brand equity. (d) If not fully absorbed, areas where this has
Cost Reduction through Quality & productivity. not taken place, reasons there for and future
plans of action.
New product introduction. N.A.
61
(iv) The expenditure incurred on Research and Initiated work for opening Havells branch offices at
Development. Middle East, Kenya & Bangladesh.
(` in crores)
2015-16 2014-15 Distribution Channel expansion for new product
a) Capital 2.30 2.43 verticals like hot water heater & home appliances.
b) Recurring 33.42 26.20
c) Total 35.72 28.63 Exploration into newer markets which included CIS &
d) Total R & D 0.61% 0.52% ASEAN etc.
expenditure as a
percentage of total Leveraging in house manufacturing of Lighting Fixture
turnover and Lamps as well.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Initiated development of market specific/ customized
Foreign exchange earned in terms of actual inflows products to beat competition.
during the year & the Foreign Exchange outgo in terms
of actual outflows Strengthening Brand building activities to increase
sales.
During the Financial Year 2015-16, the Company made
Export sales of INR 274.15 crores as against INR 333.52 Initiative taken to obtain country-specific local
crores last year. All round efforts made to grow / sustain the certifications/ approvals.
business in spite of weak global sentiments on account of
huge currency fluctuation and sharp decline in oil & other Total Foreign Exchange used and earned
commodity prices.
(` In Crores)
The main highlights of Export Business in this financial 2015-16 2014-15
year were:
Foreign exchange earned 246.53 296.32
Middle East & Africa continues to be the core market in Foreign exchange used 530.07 526.59
spite of sharp decline in oil prices and huge currency
fluctuation.
Positive growth across SAARC region esp. Sri Lanka &
Bangladesh.
Bagged prestigious project orders from TESCO (UK), Anil Rai Gupta
Indorama (Nigeria) & KPLC (Kenya). Noida, May 11, 2016 Chairman and Managing Director
62
Management
Discussion and
Analysis
63
Management Discussion and
Analysis
Our unrelenting
pursuits in
updating
ourselves in
anticipation of
future changes
in consumer
dynamics
have led us
on a journey
towards
enhancing
customer HAVELLS - USHERING Supporting evolution through
IN THE FUTURE innovation is central to Havells growth
delight. Havells, a Fast Moving Electrical strategy. We are continuously a step
Goods brand, has been able to ahead of the fast-changing consumer
successfully capitalise on the shift world by reinventing ourselves and
in consumer preferences towards reassessing the way we think and act.
premium products that facilitate Our unrelenting pursuits in updating
comfort and lifestyle. Over the ourselves in anticipation of future
years, the Company has carved out changes in consumer dynamics
a unique position for itself in the have led us on a journey towards
electrical space. This progress has enhancing customer delight.
been achieved on the wings of our
commitment to serve our dealers With the same passion and zeal, we
and consumers by offering them look forward to taking Havells to the
a robust portfolio of products. By next level by creating better value
catering to various segments of for all our stakeholders.
consumers, especially those who
aspire for advancements in lifestyle,
INDUSTRY OVERVIEW
we have set benchmarks for others Over the last year, we have seen a
to follow. revival in the Indian economy with
64
macroeconomic indicators now changing environment. Continuous increase the earnings of the dealer
starting to trend favourably. With effort have been initiated to enhance as it cements a long cherished
policy reforms and de-bottlenecking our connect with retailers and partnership between them and the
of processes initiated by the consumers through both people and Company.
Business
Review
government, the global sentiment technology. Havells strategies hinges
towards India has improved on leveraging long-term growth Brand building
substantially. The World Bank, in its opportunities and thus the Company In this financial year, we extended
report Global Economic Prospects is continuously investing in products our brand campaign to include
2016, states that for FY 2016-17, and technology that fuel growth and the theme - respect for women.
India, the dominant economy in the make it future ready. Using an unconventional mode
South Asian region, is projected to of communication, we sought to
grow at a faster rate of 7.8%. At the As businesses have begun to operate enhance the nations perspective
same time, global growth has slowed in entirely new ways, creating greater of women and celebrated the
to 2.4% in 2015 and is expected value by leveraging technology, spirit of modern womanhood. In
to recover at a slower pace than unprecedented opportunities have addition, we highlighted energy
Directors
Report
previously envisioned. Accordingly, been uncovered. Our recently saving. We also leveraged
India has once again entered the launched mobile-based application digitisation to enhance our brand
spotlight. With the government for dealers and consumers has equity through regional brand
pushing for smart cities, there will enabled us to connect better and use initiatives and print.
be a greater demand for solutions to technology to drive sales efficacy
make homes, commercial complexes, through hand-held devices. Our Vigorous efforts have also been
industries and cities smarter. mobile application for consumers - made to create an identity for
Initiatives by the government like m Connect - has a unique our Standard brand. A new logo
Make in India and Digital India, augmented reality feature that enables and brand identity seeks to align
amongst others, will further boost consumers to visualise products at products under the Standard
interest in India as it gives a fillip to the place of installation. Adopting a umbrella with todays modern-
and Analysis
the manufacturing sector. participatory approach, our connect day consumers perceptions and
with the retailers and electricians has requirements. We also invited
FUTURE READY: Laying the been further strengthened through Bollywood celebrity, Alia Bhatt, to
groundwork for long-term growth various initiates like Sampark Plus be the face of the brand, as she
and Power Plus. defines energy and dynamism and
At Havells, we are excited about has youth appeal. Based on the
our mission to constantly transform We take pride in the fact that we are theme Built for young energy,
ourselves into a more consumer- well connected with our dealers and the advertisement campaign
focussed company. Our journey distributors. Over the years, the bond for Standard positions it as a
until now has been challenging and has only become stronger through brand for young and energetic
characterised by major initiatives strategic initiatives for dealers. We consumers. Standard is looking
that have taken us from one phase of are constantly in touch with our to tap new markets in India by
growth to the next as we lead the way Report
dealers across the country through launching superior and innovative
to a vibrant future India. regional meetings. We have also products and entering new
been conducting conferences with segments to boost business.
Connect with customers, retailers
dealers at international locations. All Through multiple brands, there has
and dealers
this has not only resulted in stronger been a conscious effort to create
Havells continues to invest relationships but better co-ordination a different identity for our premium
substantially in its core businesses and information sharing. In a two-way products.
to gain further market share, thereby exchange of information, the informal
bucking the frugal spending trend by environment helps us to comprehend Augmenting Outlets
corporates in the electrical space. We the real happenings on ground and Havells achieved its ambitious
are continuously investing in products at the same time provides us with target of increasing the number
Statements
Financial
to anticipate the growing aspirations an opportunity to effectively update of Havells Galaxies across India.
of consumers. We are also constantly dealers about the Companys product With over 375 Havells Galaxy
working towards better alignment with programmes. We see a win-win stores, we have not only increased
our channel partners to address the situation in our conscious effort to our presence across different
65
In addition
to the Galaxy
stores, we have
also promoted
our Shop in
shop where
a designated
space within
host retailer
is dedicated
to the Havells
brand.
markets but also increased the flow driven products, we are working
of revenues from this channel. In to synchronise the conventional
addition to the Galaxy stores, we have product range with the ones that can
also promoted our Shop in shop be pre-programmed, contribute to
where a designated space within host energy efficiency and get connected
retailer is dedicated to the Havells using solutions such as the Internet
brand. In addition to paying attention of Things. The smart products
to our existing distribution network, trend dovetails with the Central
we developed new customer channels governments Smart Cities initiative.
such as Modern Format Retail (MFR),
Canteen Store department (CSD), Accordingly, we have continued
Energy Efficiency Services Limited to focus on diversifying our
(EESL) and Business to Government product portfolio with adjacencies
(B2G). to the current offering. Besides
new products, we also focus on
INTELLIGENT PRODUCTS TO SUIT product evolution, differentiation
GEN-X and customer choice, which will
go a long way in sustaining our
Across product lines, we have
market leadership position further.
introduced intelligent product ranges
which are far superior in terms of We have undertaken technology-
technology and user friendliness. based product extensions in the
These products have been launched new category, i.e., LED lighting and
to provide smarter solutions to our product extension, in the existing
consumers. The product extension category of Switches, with a focus
also allows us to cover the uncovered on home automation. With the
distribution network. introduction of products like air fryers
and air purifiers, we will be targeting
As Havells expects the next stage of health conscious consumers across
growth to be powered by technology the country.
66
HAVELLS INDIA LIMITED (STAND growth but as there was volatility Havells growth plans in the
ALONE) SEGMENT DISCUSSION in commodity prices, the volume high potential segments of LED
growth did not translate into revenue and Solar Solutions. To increase
SWITCHGEARS
growth. The segment registered customer segmentation, we have
Business
Review
There has been a continuous focus improvements in margins as a result started focussing on EESL
on the traditional business segment, of the focus on cost efficiency and CSD.
with a continuous focus to serve measures and the brand strength.
the consumer better. In this financial As a stand-alone company,
year, we introduced the Havells The Cable division registered net our Lighting business is well
Euro-II series range of Switchgears, revenues at ` 2,208.1 crores during positioned to capture the value
developed keeping in mind the safety FY 2015-16 with contribution margins that is shifting from individual
requirements of new age customers, at 14.2% compared to net revenues products to connected LED
who use multiple appliances that of ` 2,190.4 crores with contribution lighting systems and services,
often overloads the wiring system. margins at 12.1% during FY 2014-15. more than offsetting the decline of
Apart from meeting international conventional lighting.
standards, the Euro-II series offers
Directors
LIGHTING & FIXTURES
Report
safety terminals to eliminate human The Lighting & Fixtures division
errors by electricians and new outer Lighting products have witnessed a
registered net revenues at
designs for better air circulation. radical transformation. Our division
` 801.6 crores during the
catering to this segment is well
FY 2015-16 with contribution
We also launched a super-premium positioned to capitalise on the
margins at 24.1% compared to net
range of distribution boards that change from conventional lighting
revenues of ` 741.0 crores with
match with modern day dcor and to energy efficient, LED, lifestyle-
contribution margins at 26.6%
aesthetics. These offers unique focussed lighting. In sync with the fast
during the FY 2014-15.
metallic, leather, wood and marble changing lighting industry, we have
finishes combined with features such also expanded our presence in the
ELECTRICAL CONSUMER
as magnetic locks, sleek curves, new areas of LED application. Today,
DURABLES
and Analysis
scratch resistant glossy surfaces over 51% of revenues from lighting
with metallic paints and designer business comes from LED lighting. In line with a continuous focus on
handles colours. innovation and energy efficiency,
Where the Consumer lighting segment we have launched the countrys
In an attempt to connect our products is concerned, we have expanded first most energy efficient
through technology, home automation our range and strengthened it with fan - ES 40, which is a blend of
is an area of focus wherein fan and exhaustive surface, colour changing energy conservation and elegant
light sources could be controlled and ambient dual colour products to design. The key USP of the ES 40
through the use of technology. improve the aesthetics of the Home. is the energy efficiency quotient as
We have not left any stone unturned the fan consumes only 40 watts
In this financial year, Switchgear in the Commercial space as well of electricity, while a normal fan
witnessed a modest growth in its where we continue to entice the consumes between 75-80 watts
revenue. Cost efficiency measures market with our new LED landscape of electricity. Report
and better price management led to range.
margin improvements in Switchgears. In continuation with our strong
The acquisition of Promptec is an focus on investments in world
The Switchgear division registered net ideal fit for Havells as it is expected
revenues at ` 1,286.1 crores during to provide substantial impetus to
FY 2015-16 with contribution margins
at 39.2% compared to net revenues
of ` 1,279.0 crores with contribution
margins at 34.3% during FY 2014-15.
CABLE
Statements
Financial
Cables account for a considerable

portion of the revenue mix. During
the financial year under review,
this segment witnessed volume
67
class manufacturing facilities, our margins at 25.2% compared to net a final dividend of ` 3/- per equity
state-of-the-art unit for water heaters revenues of ` 1,028.3 crores with share of ` 1/- each, subject to
at Neemrana, Rajasthan has become contribution margins at 25.1% approval of the shareholders.
operational. This plant has the during FY 2014-15.
unique ability to manufacture most The second half of the financial
of the critical components in-house, FINANCIAL PERFORMANCE REVIEW year witnessed early signs of a
adhering to stringent quality norms. The key highlights of financial recovery. The substantial decrease in
It is the only plant in the country performance of stand-alone business commodity prices impacted revenue
to use the worlds latest FeroGlas are as under: growth in the cable segment, which
dry powder technology wherein the contributes considerably to the total
powder becomes a uniform glass Total Revenue for the FY 2015-16 revenue mix. Thus despite volume
line coating once baked at the high was ` 5,436.9 crores compared growth, revenue growth remained
temperature of 850 degrees Celsius. to ` 5,238.7 crores in the previous
modest during this financial year.
This prevents the tank from corrosion year, a growth of 4%.
Despite this unprecedented situation,
and extends its life even in hard
Earnings before interest, we were able to mobilise internal
water conditions. The plant is a zero
depreciation, tax and amortisation resources effectively to mitigate the
discharge manufacturing facility, in
(EBIDTA) for the FY 2015-16 rose impact on profitability.
line with our environment-friendly
policy, and will go a long way in to ` 749.3 crores from ` 699.1
crores in the previous year, a Our focus on cost efficiency
promoting sustainable growth.
growth of 7%. throughout the product portfolio
In the appliances segment, newer enabled us to improve margins across
ranges of air coolers were introduced. Profit before tax (before product segments.
We have also introduced lifestyle- exceptional items) for the
based products like Air Fryers and Air FY 2015-16 increased to ` 711.8 Domestic trade has witnessed
Purifier, which have a niche market as crores from ` 646.2 crores in the sequential improvements aided by
of now. previous year, a growth of 10%. our continued focus on innovations
and brand building, supported by
The Electrical Consumer Durables During the year, Company has paid competitive marketing investments
division registered net revenues an interim (special) dividend of and enhancements in our go-to
of ` 1,141.1 crores during ` 3/- per equity share of ` 1/- each. market infrastructure. The year
FY 2015-16 with contribution The Company has also recommended witnessed a drop in exports as earlier
the export strategy was aligned to
the international business. It is now a
FINANCIAL PERFORMANCE REVIEW focus area way forward.
The key highlights of financial performance of stand-alone business are SYLVANIA

as under:
Havells divested from its international
operations during this financial year.
Total Revenue for the FY 2015-16 was
Havells India Limiteds wholly owned
` 5,436.9 crores compared to ` 5,238.7 crores in
subsidiary i.e. Havells Holdings
Limited, Isle Of Man has entered into
the previous year, a growth of 4% . a definitive agreement with Shanghai
Feilo Acoustics Co Ltd (Feilo) for
stake divestment of 80% in its wholly
Earnings before interest, depreciation, tax and amortisation (EBIDTA) owned subsidiary Havells Malta
for the FY 2015-16 rose to ` 749.3 crores from

Limited (excluding its subsidiaries
based in United States, Chile,
` 699.1 crores in the previous year, a growth of 7% .

Thailand and Brazil). Further, Havells
India Limited also divested its 80%
stake in wholly owned subsidiary,
Profit before tax (before exceptional items) for the Havells Exim Limited, Hong Kong.
The combined equity value for 100%
FY 2015-16 increased to ` 711.8 crores from ` 646.2 stake for both companies was Euro
186 million.
crores in the previous year, a growth of 10% .
68
segments of consumers with
a bias towards those who
have less elastic demand has
insulated Havells in times of
Business
Review
economic down-cycles.
2. Competition
Competition, whether
domestic or international,
is always a challenge and
transforming challenges into
opportunities has been a
practice at Havells.
RISK MANAGEMENT AND
Directors
GOVERNANCE
Report
Havells is committed for global
benchmarking in good corporate
governance, which promotes
the long-term interests of all
stakeholders, strengthens Board,
OPPORTUNITIES with their LED counterpart create self-accountability across
will also increase the overall its management and helps built
1. Growth in the Housing Segment public trust in the Company.
demand. Havells has been
India is a rapidly transforming able to capitalise the change
society. The countrys A robust internal financial control
in technology in the lighting
and Analysis
demographic advantage and system forms the backbone
segment.
enhanced investments in for our risk management
infrastructure, manufacturing, and governance. In line with
3. Focus on Lifestyle products
education and socio-economic our commitment to provide
Over the past two decades, sustainable returns to all our
well-being are expected to create
liberalisation and globalisation stakeholders, Havells has
new opportunities for growth.
has presented people of all formalised clearly defined systems
Side by side, the Government
ages with more choices in the and policies for timely addressing
has been focussed on its
market place. At the same time, key business challenges and
mission of Housing for All by
faster economic growth has opportunities.
2020. Towards this end, it has
augmented disposable incomes.
created a more robust delivery
The combination of these two Enterprise Risk Management
mechanism for subsidies and
trends has given rise to demand (ERM) is a key strategic focus
facilitated developers with policy Report
for more aspirational and lifestyle which encompasses:
changes too. All these measures
products. Anticipating this, the
will have a positive impact on Aligning risk appetite and
Company has been delivering
growth in the housing sector strategy: Management considers
lifestyle products to consumers
and as a result, boost housing the risk appetite in evaluating
and benefiting from this trend.
products. strategic alternatives, setting
THREATS related objectives, and developing
2. LED Lighting Segment mechanisms to manage related
Growing awareness about 1. Macroeconomic Scenario risks.
the environmental benefits Due to the strong linkage
of LED lights and the cost between the manufacturing Enhancing risk response
Statements
saving that they deliver during sector and the economy, decisions: It provides the rigour
Financial
their life has spurred demand macroeconomic conditions to identify and select among
for these products. Further, impact the Companys growth alternative risk responses - risk
the governments drive to in the short term. Ensuring a avoidance, reduction, sharing, and
replace existing street lights diverse presence across all acceptance.
69
Reducing operational surprises adverse impacts and to leverage
and losses: It helps to enhance market opportunities effectively. The
capability to identify potential events objective is to sustain and enhance
The twin and establish responses, reducing short-term and long-term competitive
surprises and associated costs or advantage to the Company.
purpose of losses.
A structured risk management system
Enterprise Risk Identifying and managing multiple permits the management to take
and cross-enterprise risks: calibrated risks. This system provides
Management Enterprise risk management facilitates a holistic view of the business,
effective response to the interrelated wherein risks are identified in a
at Havells is impacts, and integrated responses to structured manner at two levels. The
multiple risks. bottom-up approach is conducted
to minimise through workshops with respective
Seizing opportunities: By team at branch, factory and corporate
adverse considering a full range of potential functions. At another level, the top-
events, management is positioned down approach enables discussion
impacts and to to identify and proactively realise of all risks and opportunities at the
opportunities. management level, to be included
leverage market thereafter in the subsequent reporting
Improving deployment of capital: process.
opportunities Obtaining robust risk information
allows us to effectively assess overall In line with Companies Act 2013 and
effectively. capital needs and enhance capital as per guidelines of the Institute of
allocation. Chartered Accountants of India (ICAI),
management has taken appropriate
The twin purpose of Enterprise Risk measures for orderly and efficient
Management at Havells is to minimise conduct of its business, including
70
adherence to Companys policies, healthy competition and self-bench Strategic Business Unit (SBUs)
the safeguarding of its assets, marking. ensures smooth operational
the prevention and detection of and financial management.
frauds and error, the accuracy and Risk Control Matrix (RCM) has been These teams engage in self-
Business
Review
completeness of the accounting prepared for financial and operational benchmarking and enable
records, and the timely preparation of functions and their mapping done optimum utilisation of available
reliable financial information. with ERP or Compliance management resources.
system
Key ERM Practice at a Glance Risk-based internal audit is
Brainstorming session is carried out at Fraud prevention and control performed and root cause
periodic intervals by cross functional assessment is done periodically. analysis along with action taken
team for identification and treatment status is presented before the
of emerging business challenges and To further enhance the system Sub Audit Committee and Audit
to overview the progress on agreed control implementation of SAP, GRC Committee on a periodical
milestone. (Governance, Risk & Compliance) is interval.
Directors
in process.
Report
Most recent status is presented
before the Steering Committee and The formation of various groups like
ERM Committee of the Board for their Business Management Group (BMG),
perusal. Channel Management Group (CMG),
Self-monitoring mechanism has

been put in place for performance
of key business activities and timely
compliance of applicable statutory
provisions.
and Analysis
Monthly performance rating is done
for all plants and branch locations for
Report
DISCLAIMER CLAUSE
Statements in the Management Discussion and Analysis Report describing
the Companys objectives, projections, estimates, expectations may be
forward-looking statements within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed
Statements
Financial
or implied. Important factors that could make a difference to the Companys

operations include economic conditions affecting demand/supply and price
conditions in the domestic and overseas markets in which the Company
operates, changes in the Government regulations, tax laws and other statutes
and incidental factors.
71
Corporate
Governance
Report
72
In terms of Regulation 34(3) read with Section C of SCHEDULE V to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Report on Corporate Governance for the year ended 31st March, 2016 is
presented below:
(1) A brief statement on the companys Corporate Governance and Ethics

philosophy on code of governance
Business
As a Company we have always worked on the side
Review
Who we are is defined by what we do and how we do it. of ethics and have shunned expediency in any form.
We believe that if something is important enough to
This simple philosophy underlines our approach to be done, it is important that we do it ethically. We
Corporate Governance. So, if profit is our intention, supplement our traditionally held values of ethical
how we achieve this profit is a part of our Corporate behaviour and moral conduct with explicit rules and
Governance. For us, Corporate Governance goes regulations that guide our efforts in financial, propriety,
beyond philanthropy and compliance but actually customer care and business excellence.
deals with how we manage our triple bottom lines
economic, social and environmental impacts. We uphold the policy of Leadership with trust that has
It monitors our role as well as the quality of our come to play a vital role in how our customers perceive
us. This is important, given the climate of unparalleled
relationships in key spheres of influence including the
public distrust of people in positions of power and
workplace, the market place, the supply chain, the
Directors
Report
authority in contemporary business and politics.
community and the public policy realm.
As a Company, we distinguish ourselves in the market (2) Board of Directors

by offering a portfolio of ecologically responsible The Board of Directors has an optimum combination
electrical products and services that deliver powerful, of Executive and Non-Executive Directors with one
sustainable and energy efficient solutions that do not woman director and more than fifty per cent of
compromise on capacity or security. the Board of Directors comprised of Non-Executive
Directors. The Chairperson of the Board is an Executive
Our eco-friendly approach is evident in our efforts to Director and half of the board of directors is comprised
develop an alternate energy strategy so as to reduce the of Independent Directors. The Board meets at least four
environmental impact of our business. We are equally times a year and more often if Company needs merit
committed to managing a responsible supply chain in a additional oversight and guidance. During the financial
and Analysis
manner that is consistent and compliant with our high year 2015-16, the time gap between any two Board
standards for environment and business practices. Meetings did not exceed one hundred and twenty
days. The Board of Directors periodically reviews
We recognize that there are barriers that constrain compliance reports pertaining to all laws applicable
innovation, both in individuals and communities and to the Company. All statutory and other matters of
we work to overcome them. We build communities significance including information as mentioned in
and promote the exchange of ideas through Part A of Schedule II to the SEBI (Listing Obligations
assistive technologies; participative programs and and Disclosure Requirements) Regulations, 2015 are
standardization that transforms the way people tabled before the Board to enable it to discharge its
experience our products. Our energy efficient solutions responsibility of strategic supervision of the Company.
enable people to save money and protect their capital
investment while also lowering their energy usage and (a) Composition and category of Directors
protecting the environment. (e.g. Promoter, Executive, Non-Executive,
Independent Non-Executive, Nominee Director Report
This contributes to our CSR responsibility of sustenance - institution represented and whether as lender
of depleting environmental resources. or as equity investor):
As at 31st March, 2016, the composition of the Board of Directors of the Company was as follows:
Sr. No. Name of the Director Category
1 Shri Anil Rai Gupta Executive Chairman and Managing Director
2 Shri Surjit Kumar Gupta Promoters Non-Executive
3 Shri Ameet Kumar Gupta Executive Whole-time Director
4 Shri Rajesh Kumar Gupta Executive Whole-time Director (Finance) and Group CFO
5 Shri Avinash Parkash Gandhi Independent Director
Statements
Financial
6 Shri Sunil Behari Mathur Independent Director

7 Shri Vijay Kumar Chopra Non-Promoters Independent Director
8 Shri Surender Kumar Tuteja Independent Director
9 Dr. Adarsh Kishore Independent Director
10 Smt. Pratima Ram Independent Director
11 Shri T. V. Mohandas Pai Non-Executive Non-Independent
12 Shri Puneet Bhatia Non-Executive Non-Independent
73
(b) Attendance of each Director at the Meetings of the Board of Directors and the last Annual General Meeting:
Sr. No. Name of the Director Attendance in Board Meetings
AGM 13 Jul 15
11 May 15
10 Dec 15
21 Mar 16
23 Sep 15
27 Jan 16
20 Apr 15
25 Jul 15
9 Nov 15
3 Feb 16
1 Shri Anil Rai Gupta
2 Shri Surjit Kumar Gupta
3 Shri Ameet Kumar Gupta
4 Shri Rajesh Kumar Gupta
5 Shri Avinash Parkash Gandhi
6 Shri Sunil Behari Mathur
8 Shri Surender Kumar Tuteja
9 Dr. Adarsh Kishore
10 Smt. Pratima Ram
11 Shri T. V. Mohandas Pai
12 Shri Puneet Bhatia
(c) Number of other Board of Directors or Committees in which a Directors is a Member or Chairperson:
Sr. No. Name of the Director Directorships in Other Memberships of Chairmanships of
Board of Directors* Committees of Other Committees of Other
Boards** Boards**
1 Shri Anil Rai Gupta 1 2 1
2 Shri Surjit Kumar Gupta 1 3 0
3 Shri Ameet Kumar Gupta 1 3 0
4 Shri Rajesh Kumar Gupta 1 0 0
5 Shri Avinash Parkash Gandhi 5 9 4
6 Shri Sunil Behari Mathur 8 8 4
7 Shri Vijay Kumar Chopra 6 8 4
8 Shri Surender Kumar Tuteja 6 8 5
9 Dr. Adarsh Kishore 1 1 0
10 Smt. Pratima Ram 4 2 0
11 Shri T. V. Mohandas Pai 1 0 0
12 Shri Puneet Bhatia 2 3 0
* Directorships are reported for listed companies only including Havells India Limited.
** Committee Memberships/ Chairmanships are reported for listed and unlisted public companies put together including Havells India Limited.
Committee Memberships include Chairmanship, if any. Committees considered for the purpose are those prescribed under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 viz. Audit Committee and Stakeholders Relationship Committee.
(d) Number of Meetings of the Board of Directors (f) Number of shares and convertible instruments
held and dates on which held: held by Non-Executive Directors:
During the financial year 2015-16, 9 (Nine) Board None of the Non-Executive Directors holds any
share in the Company except for Shri Puneet
Meetings were held. The dates on which these
Bhatia, who holds 49,750 Equity Shares of ` 1/-
Meetings were held are given in the Table provided
each in the Company. Mr. Bhatia has held these
in pt. no. (b) hereinabove.
shares, in his individual capacity, prior to his
appointment as a Director of Company.
(e) Disclosure of relationships between Directors
(g) Web link where details of familiarisation
inter-se:
programmes imparted to Independent
Shri Ameet Kumar Gupta, Whole-time Director Directors is disclosed:
on the Board of Directors is the son of Shri Surjit All Independent Directors are familiarized with
Kumar Gupta, Non-Executive Director. the Company, their roles, rights, responsibilities
74
in the Company, nature of the industry in which SUBSIDIARY
the Company operates, business model of the The Company has 8 (Eight) Subsidiary Companies, all of
Company, etc. from time to time. The Company which are incorporated outside India except 1 (One) namely,
makes consistent efforts to acquaint the Board Promptec Renewable Energy Solutions Pvt. Ltd.
with the overall business performance covering all
Business
Review
Business verticals, by way of presenting specific The Board has approved a Policy Statement for determining
performance of each Plant (based on predefined Material Subsidiaries of the Company viz. Havells India
Limited and the same is available on the website of the
factory rating parameters), Product Category and
Company under Codes & Policies in the Corporate
Corporate Function from time to time. The entire
Governance section.
Board including Independent Directors has access
to Product Heads/ Factory Heads and other The Audit Committee of the Company reviews the financial
commercial/ technical staff, wherever required for statements, in particular, the investments made by the
informed decision making. Detailed agenda are unlisted subsidiary company.
sent well in advance to all the Directors in order
for the Board to perform its function and fulfill its The minutes of the Board Meetings of the unlisted subsidiary
role effectively. companies are placed at the Board Meeting of the Company.
Directors
Report
The details regarding Independent Directors The management periodically brings to the attention of the
Familiarisation Programmes are given under the Board of Directors, a statement of all significant transactions
Codes & Policies in the Corporate Governance and arrangements entered into by the unlisted subsidiary
section on the website of the Company and can companies.
be accessed at http://www.havells.com/content/
Related Party Transactions
havells/en/about-havells/corporate-governance/
policy.html The Board of Directors has approved a Policy on materiality
of related party transactions and also on dealing with related
Separate Meeting of the Independent Directors party transactions.
During the reporting financial year, a separate Meeting of The Policy is available on the website of the Company under
and Analysis
the Independent Directors of the Company, was held on Codes & Policies in the Corporate Governance section.
21st March, 2016, at the Corporate Office of the Company
at QRG Towers, 2D, Sector 126, Expressway, Noida (U.P.) The shareholders of the Company vide Special Resolution
201 304, whereat the following items as enumerated under passed on 9th June, 2014 have approved per annum
Schedule IV to the Companies Act, 2013 and Regulation limits beginning 1st April, 2014 for certain Related Party
25 of the SEBI (Listing Obligations and Disclosure Transactions of the Company.
Requirements) Regulations, 2015 were discussed: Within the shareholder approved limits, the Audit
a) Review of performance of Non-Independent Directors Committee and Board affirm the annual limits for related
and the Board as a whole party transactions in the first meeting of every financial year.
b) Review of performance of the Chairperson of the Further, a statement on all related party transactions is
Company, taking into account the views of Executive presented before the Audit Committee on a quarterly basis
Directors and Non-Executive Directors for its review. Report
c) Assessment of the quality, quantity and timeliness of (3) Audit committee

flow of information between the Company management
(a) Brief description of terms of reference:
and the Board that is necessary for the Board to
effectively and reasonably perform their duties. The terms of reference of the Audit Committee
are as per the governing provisions of the
COMPANYS POLICY ON PROHIBITION OF INSIDER Companies Act, 2013 (section 177) and the
TRADING SEBI (Listing Obligations and Disclosure
The Company has also formulated a Code of Conduct to Requirements) Regulations, 2015 (specified in
Part C of Schedule II).
Regulate, Monitor, Report Trading by Insiders to deter the
Statements
insider trading in the securities of the Company based The Role of the Audit Committee includes the
Financial
on the unpublished price sensitive information. The Code following:

envisages procedures to be followed and disclosures to (1) oversight of the Companys financial
be made while dealing in the securities of the Company. reporting process and the disclosure of
The full text of the Code is available on the website of its financial information to ensure that the
Company under Codes & Policies in the Corporate financial statement is correct, sufficient
Governance section. and credible;
75
(2)
recommendation for appointment, (11) evaluation of internal financial controls and
remuneration and terms of appointment of risk management systems;
auditors of the Company;
(12)
reviewing, with the management,
(3) approval of payment to statutory auditors for performance of statutory and internal
any other services rendered by the statutory auditors, adequacy of the internal control
auditors; systems;
(4) reviewing, with the management, the annual (13) reviewing the adequacy of internal audit
financial statements and auditors report function, if any, including the structure
thereon before submission to the board for of the internal audit department, staffing
approval, with particular reference to: and seniority of the official heading the
(a) matters required to be included in the department, reporting structure coverage
directors responsibility statement to be and frequency of internal audit;
included in the Boards Report in terms (14) discussion with internal auditors of any
of clause (c) of sub-section (3) of Section significant findings and follow up there on;
134 of the Companies Act, 2013;
(15) reviewing the findings of any internal
(b) changes, if any, in accounting policies investigations by the internal auditors into
and practices and reasons for the same; matters where there is suspected fraud or
(c) major accounting entries involving irregularity or a failure of internal control
estimates based on the exercise of systems of a material nature and reporting
judgment by management; the matter to the Board;
(d) significant adjustments made in the (16) discussion with statutory auditors before
financial statements arising out of audit the audit commences, about the nature
findings; and scope of audit as well as post-audit
(e) compliance with listing and other discussion to ascertain any area of concern;
legal requirements relating to financial (17) to look into the reasons for substantial
statements; defaults in the payment to the depositors,
(f) disclosure of any related party debenture holders, shareholders (in case
transactions; of non-payment of declared dividends) and
creditors;
(g) modified opinion(s) in the draft audit
report; (18) to review the functioning of the whistle
blower mechanism;
(5) reviewing, with the management, the
quarterly financial statements before (19) approval of appointment of chief financial
submission to the Board for approval; officer after assessing the qualifications,
experience and background, etc. of the
(6) reviewing, with the management, the
candidate;
statement of uses / application of funds
raised through an issue (public issue, rights (20) considering such other matters the Board
issue, preferential issue, etc.), the statement may specify;
of funds utilized for purposes other than those (21) reviewing other areas that may be brought
stated in the offer document / prospectus under the purview of role of Audit Committee
/ notice and the report submitted by the as specified in SEBI Regulations and the
monitoring agency monitoring the utilisation Companies Act, as and when amended.
of proceeds of a public or rights issue and
making appropriate recommendations to the (b) Composition, Name of Members and
board to take up steps in this matter; Chairperson:
(7) reviewing and monitoring the auditors
The Audit Committee comprises 4 (Four)
independence and performance and Non-Executive Directors as members. All
effectiveness of audit process; members are financially literate and possess
(8) approval or any subsequent modification of sound knowledge of accounts, finance and
transactions of the listed entity with related audit matters. The Company Secretary of
parties; the Company acts as Secretary to the Audit
Committee. The Internal Auditors of the Company
(9) scrutiny of inter-corporate loans and attend the Meetings of the Audit Committee on
investments; invitation of the Chairman of the Committee.
(10) valuation of undertakings or assets of the The Composition of Audit Committee as on 31st
listed entity, wherever it is necessary; March, 2016, is given below:
76
Sr. Name Category Designation Chairman being Non-Executive and Independent.
No. The Company Secretary of the Company acts as
Secretary to the Nomination and Remuneration
1 Shri Sunil Behari Non-Executive Chairman
Committee. The Composition of Nomination and
Mathur Independent
Remuneration Committee as on 31st March, 2016,
Business
2 Shri Avinash Non-Executive Member
Review
is given below:
Parkash Gandhi Independent
Sr. Name Category Designation
3 Shri Vijay Kumar Non-Executive Member
No.
Chopra Independent 1 Shri Surender Non-Executive Chairman
4 Shri Surjit Kumar Non-Executive Member Kumar Tuteja Independent
Gupta Non-Independent 2 Shri Avinash Non-Executive Member
Parkash Gandhi Independent
(c) Meetings and attendance during the year: 3 Shri Vijay Kumar Non-Executive Member
Chopra Independent
Sr. Name Attendance in Audit
4 Shri Surjit Kumar Non-Executive Member
No. Committee Meetings held on
Gupta Non-Independent
Directors
10 May 15
10 Dec 15
21 Mar 16
Report
23 Sep 15
27 Jan 16
(c) Meetings and attendance during the year:

25 Jul 15
9 Nov 15
Sr. Name Attendance in

No. Nomination and
1 Shri Sunil Behari Remuneration
Committee Meetings
Mathur
held on
2 Shri Avinash

21 Mar 16
23 Sep 15
27 Jan 16
Parkash Gandhi
25 Jul 15
3 Shri Vijay Kumar

Chopra
4 Shri Surjit Kumar 1 Shri Surender Kumar
and Analysis

Gupta Tuteja
2 Shri Avinash Parkash

(4) Nomination and Remuneration Committee Gandhi
(a) Brief description of terms of reference:
4 Shri Surjit Kumar Gupta
The Nomination and Remuneration Committee
determines on behalf of the Board and on behalf (d) Performance evaluation criteria for
of the Shareholders, the Companys policy Independent Directors:
governing remuneration payable to the Whole- The Nomination and Remuneration Committee of
time Directors as well as the nomination and the Board, in its Meeting held on 21st March, 2016,
appointment of Directors. laid out the evaluation criteria for performance
The terms of reference of the Nomination evaluation of the Board, its Committees and all
the individual directors, in adherence of SEBI Report
and Remuneration Committee are as per the
governing provisions of the Companies Act, 2013 (Listing Obligations and Disclosure Requirements)
(section 178) and the SEBI (Listing Obligations Regulations, 2015.
and Disclosure Requirements) Regulations, 2015 The performance evaluation for the financial year
(specified in Part D of Schedule II). was carried out in accordance with the criteria
laid out by the Nomination and Remuneration
Further, in terms of the SEBI (Share Based
Employee Benefits) Regulations, 2014, the Committee and approved by the Board. The
Nomination and Remuneration Committee evaluation of all directors (including Independent
also supervises the ESOP/ ESPS Plans of the Directors) was done by the entire Board of
Company namely - Havells Employees Long Term Directors (excluding the Director being evaluated).
Statements
Incentive Plan 2014 and Havells Employees Stock

Financial
Purchase Scheme 2015. (5) Remuneration of Directors

(a) All pecuniary relationship or transactions of
(b) Composition, Name of Members and the Non-Executive Directors vis--vis the
Chairperson: Company:
The Nomination and Remuneration Committee None except for the Sitting Fee or the payment of
comprises 4 (Four) Non-Executive Directors, the Commission to Independent Directors.
77
(b) Criteria of making payments to Non-Executive Meetings of the Board, its Committees and the
Directors: Shareholders. The Non-Executive Independent
Directors are also paid an annual commission
The Company has adopted a Nomination and
of ` 5 lakhs per annum in addition to the fee
Remuneration Policy for Directors, Key Managerial
payable to such Directors for attending the
Personnel and other Employees; regulated by the
Board and other Meetings or reimbursement of
Nomination and Remuneration Committee of the
expenses, if any.
Board. The Policy is also available on the website
of the Company www.havells.com in the Code & The remuneration to the Managing Director(s)
Policies section in Corporate Governance. and Whole-time Director(s) is paid on the scale
determined by the Nomination and Remuneration
The Non-Executive Directors, except for promoter Committee within the limits approved by the
directors, are entitled to Sitting fees for attending Shareholders at the General Meeting.
(c) Disclosures with respect to Remuneration:

(i) Details of remuneration/ sitting fees paid to Directors during the financial year 2015-16 is given below:
(` in lakhs)
Sr. Name of Director Service No. of Sitting Salary Perks Commission Total
No. Term shares held Fee (A) (B) (C) (D) (A+B+C+D)
1 Shri Anil Rai Gupta* 1-4-14 to 1,73,39,740 - 336.15 - 911.38 1247.53
(Chairman and Managing 31-3-19
Director)
2 Shri Ameet Kumar Gupta** 1-1-15 to 15,66,160 - 134.55 - 364.55 499.10
(Whole-time Director) 31-12-19
3 Shri Rajesh Kumar Gupta*** 1-4-15 to 12,39,544 - 208.23 2.00 364.55 574.78
(Whole-time Director 31-3-20
(Finance) and Group CFO)
4 Shri Surjit Kumar Gupta - 3,26,50,800 - - - - -
5 Shri Sunil Behari Mathur - - 5.70 - - 5.00^ 10.70
6 Shri Avinash Parkash Gandhi - - 6.00 - - 5.00^ 11.00
7 Shri Vijay Kumar Chopra - - 6.10 - - 5.00^ 11.10
8 Shri Surender Kumar Tuteja - - 4.70 - - 5.00^ 9.70
9 Dr. Adarsh Kishore - - 4.20 - - 5.00^ 9.20
10 Smt. Pratima Ram - - 3.50 - - 5.00^ 8.50
11 Shri T. V. Mohandas Pai - - 1.00 - - - 1.00
12 Shri Puneet Bhatia - 49,750 1.20 - - - 1.20
* Entitled to Commission @ 1.25% of the profit before tax.
** Entitled to Commission @ 0.50% of the profit before tax
*** Entitled to Commission @ 0.50% of the profit before tax
^ In terms of Shareholders approval dated 9th June, 2014, all the Non-Executive Independent Directors of the Company are entitled for a
commission of ` 5 lakhs per annum w.e.f. 1st April, 2013.
(ii)
Service contracts, notice period, severance fees: entitlement in respect of financial year 2012-13,
The appointment of the Executive Directors were transferred from Havells Employees Welfare
is governed by Resolutions passed by the Trust to Shri Rajesh Kumar Gupta in terms of the
Shareholders of the Company, which cover Havells Long Term Incentive Plan 2014. Further,
the terms and conditions of such appointment, in terms of the same Plan, Shri Rajesh Kumar
read with the service rules of the Company. A Gupta was also allotted 11,549 Equity Shares of
separate Service Contract is not entered into by ` 1/- each in respect of benefit entitlement for
the Company with Executive Directors. No notice financial year 2014-15.
period or severance fee is payable to any Director.
(6) Stakeholders Relationship / Grievance
(iii) Stock option details, if any and whether issued Redressal Committee
at a discount as well as the period over which The terms of reference and the ambit of powers of
accrued and over which exercisable: Stakeholders Relationship / Grievance Redressal
During the year 2015-16, 5,740 Equity Shares of Committee are as per the governing provisions of
` 1/- each, being the second tranche of benefit the Companies Act, 2013 (section 178) and the SEBI
78
(Listing Obligations and Disclosure Requirements) Nature of Grievance Received Resolved Max.
Regulations, 2015 (specified in Part D of Schedule period of
II). The status of member correspondences, queries, Reply
grievances etc. are endeavored to be addressed (in days)
instantaneously by the secretarial department and
Annual Report 2 2 1
Business
Review
status thereof is also placed before the Stakeholders
Non-receipt of dividend 4 4 2
Relationship/ Grievance Redressal Committee which
for the F.Y.2014-15
meets at quarterly intervals.
Clarification sought 1 1 2
(a) Name of Non-Executive Director heading the u/c 36 of the erstwhile
Committee: Listing Agreement on a
News items
Shri Avinash Parkash Gandhi, Non-Executive
Corporate Action for 1 1 1
Independent Director was appointed as the
transfer of Locked-
Chairman of the Stakeholders Relationship /
in Securities due to
Grievance Redressal Committee with effect from change of Depository
27th January, 2016. Prior to him, Shri Sunil Behari
Directors
by the Shareholder
Report
Mathur was the Chairman of the Committee.
Total 8 8
The Stakeholders Relationship / Grievance
(d) Number not solved to the satisfaction of
Redressal Committee comprises 5 (Five)
shareholders:
members of which, 4 (Four) are Non-Executive
Directors, the Chairman being Non-Executive None. All complaints were resolved to the
satisfaction of shareholders.
and Independent. The Company Secretary of the
Company acts as Secretary to the Stakeholders
(e) Number of pending complaints:
Relationship / Grievance Redressal Committee.
The Composition of Stakeholders Relationship / As at 31st March, 2016, no complaint was pending
unresolved.
Grievance Redressal Committee as on 31st March,
and Analysis
2016, is given below: (f) Meetings and attendance during the year:
Sr. Name Category Designation Sr. Name Attendance in Stakeholders

No. No. Relationship/ Grievance
Redressal Committee
1 Shri Sunil Behari Non-Executive Chairman
Meetings held on
Mathur# Independent
11 May 15
27 Jan 16
2 Shri Avinash Non-Executive Member
25 Jul 15
9 Nov 15
Parkash Gandhi* Independent

3 Dr. Adarsh Kishore Non-Executive Member
Independent
1 Shri Sunil Behari
4 Shri Surjit Kumar Non-Executive Member
Mathur# Report
Gupta Non-Independent
2 Shri Avinash - - - -
5 Shri Anil Rai Gupta Executive Member
Parkash Gandhi*
#
Chairman upto 27th January, 2016. 3 Dr. Adarsh Kishore
* Inducted as a Member and Chairman after the Committee Meeting 4 Shri Surjit Kumar
of 27th January, 2016. Gupta
5 Shri Anil Rai Gupta
(b) Name and designation of Compliance Officer:
#
Chairman upto 27 January, 2016.
th
Shri Sanjay Gupta, Vice President & Company

* Inducted as a Member and Chairman after the Committee Meeting
Secretary is the Compliance Officer of the of 27th January, 2016.
Statements
Company.
Financial
Besides the above, the Board of Directors has CSR

(c) Number of shareholders complaints received
Committee, ERM Committee, Share Allotment and
so far:
Transfer Committee and an Executive Committee. In
The number of shareholder grievances received respect of these Committees brief details of the role, terms
and resolved during financial year 2015-16 is of reference, composition and no. of meetings held etc. are
given below: given below:
79
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Composition of Enterprises Risk Management Committee
The Corporate Social Responsibility Committee was formed as on 31st March, 2016, is given below:
pursuant to section 135 of the Companies Act, 2013 read Sr. Name Category Designation
with the Companies (Corporate Social Responsibility Policy) No.
Rules, 2014, to formulate and recommend to the Board, 1 Shri Avinash Non-Executive Chairman
a Corporate Social Responsibility Policy indicating the Parkash Gandhi* Independent
activities to be undertaken by the Company as specified 2 Shri Sunil Behari Non-Executive Member
in Schedule VII to the Act, to recommend the amount of Mathur Independent
expenditure to be incurred on such activities and to monitor 3 Shri Anil Rai Executive Member
the Corporate Social Responsibility Policy of the Company Gupta
from time to time. 4 Shri Rajesh Executive Member
Kumar Gupta
The Corporate Social Responsibility Policy of the Company *Chairman since 30th October, 2015
is available on the website of the Company under Codes &
Policies in the Corporate Governance section. During the financial year 2015-16, the Enterprises Risk
Management Committee met once on 21st March, 2016
The details of the Corporate Social Responsibility Policy and the Meeting was attended by all the Members of the
of the Company have also been disclosed in the Directors Committee.
Report section of the Annual Report.
SHARE ALLOTMENT AND TRANSFER COMMITTEE
The Corporate Social Responsibility Committee The Share Allotment and Transfer Committee meets regularly
comprises 4 (Four) members of which 2 (Two) are to consider requests of share transfer/ transmission/
Non-Executive and Independent, the Chairman being transposition/ split/ consolidation/ sub-division/ duplicate
Non-Executive and Independent. The Company Secretary share certificate etc. and also to attend the investor
of the Company acts as Secretary to the Corporate Social grievances. The summary of number of requests/ grievances
Responsibility Committee. The Composition of Corporate received and resolved in every quarter is also placed
Social Responsibility Committee as on 31st March, 2016, is before the Stakeholders Relationship/ Grievance Redressal
given below: Committee for its information and review.
Sr. Name Category Designation The Committee comprises of 1 (One) Non-Executive Director
No. and 2 (Two) Executive Directors. Shri Surjit Kumar Gupta
being Non-Executive Director is the Chairman of the
1 Shri Surender Non-Executive Chairman
Committee. The Company Secretary of the Company acts
Kumar Tuteja Independent
as Secretary to the Share Allotment and Transfer Committee.
2 Dr. Adarsh Non-Executive Member The Composition of Share Allotment and Transfer Committee
Kishore Independent as on 31st March, 2016, is given below:
3 Shri Anil Rai Executive Member
Gupta Sr. Name Category Designation
No.
4 Shri Rajesh Executive Member
1 Shri Surjit Kumar Non-Executive Chairman
Kumar Gupta
Gupta
2 Shri Anil Rai Gupta Executive Member
During the financial year 2015-16, the Corporate Social 3 Shri Rajesh Kumar Executive Member
Responsibility Committee met once on 11th May, 2015 Gupta
and the Meeting was attended by all the Members of the
Committee. During the financial year 2015-16, the Share Allotment and
Transfer Committee met 12 (Twelve) times.
ENTERPRISES RISK MANAGEMENT COMMITTEE
The role of the Enterprises Risk Management Committee EXECUTIVE COMMITTEE
is to identify the risks impacting the Companys business The role of the Executive Committee (nomenclature
and formulate and administer policies/ strategies aimed was changed by the Board from Finance Committee to
at risk minimization and risk mitigation as part of risk Executive Committee with effect from 9th November, 2015)
management. is to expeditiously decide business matters of routine nature
and implementation of strategic decisions of the Board. The
The Committee is chaired by an Independent Director with Committee functions within the approved framework and
half its members being Non-Executive and Independent. directions of the Board. The Committee also performs other
The Company Secretary of the Company acts as Secretary activities as per the terms of reference of the Board. The
to the Enterprises Risk Management Committee. The Committee comprises 1 (One) Non-Executive Director and
80
3 (Three) Executive Directors. Shri Surjit Kumar Gupta being other 2 (Two) being passed on 18th January, 2016. The
Non-Executive Director is the Chairman of the Committee. details of voting pattern in respect of all these Special
The Company Secretary of the Company acts as Secretary Resolutions are mentioned below:
to the Executive Committee. The Composition of Executive
(1) Special Resolutions passed by way of postal
Committee as on 31st March, 2016, is given below:
ballot on 4th December, 2015:
Business
Review
Sr. Name Category Designation
The Board of Directors by its Resolution
No. passed on 23rd September, 2015 had appointed
1 Shri Surjit Kumar Non-Executive Chairman Ms. Balika Sharma, Practicing Company
Gupta Secretary, to act as the Scrutinizer for conducting
2 Shri Anil Rai Gupta Executive Member the Postal Ballot. The Company had also offered
3 Shri Ameet Kumar Executive Member e-voting facility to its members enabling them to
Gupta* cast their votes electronically. The Company has
4 Shri Rajesh Kumar Executive Member signed an agreement with the National Securities
Gupta Depository Limited (NSDL) to enable its members
* Inducted as Member w.e.f. 9th November, 2015. to cast their votes electronically pursuant to
During the financial year 2015-16, the Executive Committee Regulation 44 of the SEBI (Listing Obligations
Directors
Report
met 16 (Sixteen) times. and Disclosure Requirements) Regulations,
2015 and Section 108 of the Companies Act,
(7) General body meetings 2013 read with the Companies (Management
(a) Location and time, where last three Annual and Administration) Rules, 2014 (including any
General Meetings held: statutory modification(s), enactment(s) or re-
enactment(s) thereof for the time being in force).
Date of AGM Location Time
The postal ballot process was carried out as
13th July, 2015 Sri Sathya Sai International 10:00 a.m. per the procedure laid down in terms of Section
Centre, Pragati Vihar, 110 of the Companies Act, 2013 read with the
Lodhi Road,
Companies (Management and Administration)
New Delhi 110 003 Rules, 2014. Ms. Balika Sharma, had carried out
and Analysis
9th July, 2014 Sri Sathya Sai International 10:00 a.m. the scrutiny of all the postal ballot forms received
Centre, Pragati Vihar, upto the close of working hours (5 P.M.) on 2nd
Lodhi Road, December, 2015 and that she had submitted her
New Delhi 110 003 Report thereon to the Chairman of the Company.
5th July, 2013 Sri Sathya Sai International 10:00 a.m. Based on the Scrutinizers Report, Shri Anil
Centre, Pragati Vihar, Rai Gupta, Chairman and Managing Director,
Lodhi Road, declared the result of the voting exercise on 4th
New Delhi 110 003 December, 2015, as follows:
I. Special Resolution for Approval of the
(b) Special Resolutions passed in the previous
Havells Employees Stock Purchase
three Annual General Meetings:
Scheme 2015 and its implementation
Date of AGM Details of Special Resolutions passed, through Trust.
if any Report
Particulars Physical Electronic Total
13th July, 2015 1. Amendment of Articles of
a) Total postal ballot 46 561 607
Association of the Company
forms received
9 July, 2014
th
1. Change in Period of Office of Shri
b) Total number of 15,24,074 48,95,92,253 49,11,16,327
Qimat Rai Gupta, Chairman and
votes casted
Managing Director, to be liable
to determination by retirement of c) Less: Invalid no. of 125 0 125
Directors by rotation votes casted
5th July, 2013 1. Re-appointment of Shri Qimat Rai d) Valid no. of votes 15,23,949 48,95,92,253 49,11,16,202
Gupta as Chairman and Managing casted (Net)
Director (CMD) of the Company e) Total no. of votes 15,23,949 45,00,58,184 45,15,82,133
Statements
with assent for the

Financial
(c) Special Resolution passed last year through Resolution

postal ballot details of voting pattern and the f) Total no. of votes 0 3,95,34,069 3,95,34,069
procedure thereof: with dissent for the
Resolution
During the year, 5 (Five) Special Resolutions were
passed through Postal Ballot procedures, 3 (Three) % of total votes casted in favour of the Resolution: 91.95%
of them being passed on 4th December, 2015 and % of total votes casted against the Resolution: 8.05%
81
II. Special Resolution for the Authorization process was carried out as per the procedure laid
for Havells Employees Welfare Trust to down in terms of Section 110 of the Companies Act,
subscribe to Shares for and under the Havells 2013 read with the Companies (Management and
Employees Stock Purchase Scheme 2015. Administration) Rules, 2014. Ms. Balika Sharma, had
Particulars Physical Electronic Total carried out the scrutiny of all the postal ballot forms
a) Total postal ballot 46 560 606 received upto the close of working hours (5 P.M.) on
forms received 17th January, 2016 and that she had submitted her
b) Total number of 15,24,074 48,96,20,202 49,11,44,276 Report thereon to the Chairman of the Company.
votes casted Based on the Scrutinizers Report, Shri Anil Rai
c) Less: Invalid no. of 125 0 125
votes casted Gupta, Chairman and Managing Director, declared
d) Valid no. of votes 15,23,949 48,96,20,202 49,11,44,151 the result of the voting exercise on 18th January,
casted (Net) 2016, as follows:
e) Total no. of votes 15,23,949 45,18,18,335 45,33,42,284 IV.
Special Resolution for Approval of
with assent for the
Resolution Divestment upto 100% Stake in Havells
f) Total no. of votes 0 3,78,01,867 3,78,01,867 Malta Limited by Havells Holdings Limited,
with dissent for the a wholly-owned subsidiary of the Company.
Resolution Particulars Physical Electronic Total
% of total votes casted in favour of the Resolution: 92.30% a) Total postal ballot 87 711 798
% of total votes casted against the Resolution: 7.70% forms received
b) Total number of 28,24,482 54,14,87,147 54,43,11,629
III. Special Resolution for Provisioning of votes casted
money by the Company to the Havells c) Less: Invalid no. 215 0 215
Employees Welfare Trust/ Trustees for of votes casted
d) Valid no. of votes 28,24,267 54,14,87,147 54,43,11,414
Subscription of Shares under the Havells casted (Net)
Employees Stock Purchase Scheme 2015. e) Total no. of votes 28,24,217 54,14,05,126 54,42,29,343
with assent for
Particulars Physical Electronic Total the Resolution
a) Total postal ballot 46 561 607 f) Total no. of votes 50 82,021 82,071
forms received with dissent for
b) Total number of 15,24,074 48,96,18,629 49,11,42,703 the Resolution
votes casted
c) Less: Invalid no. 125 0 125 % of total votes casted in favour of the Resolution: 99.98%
of votes casted % of total votes casted against the Resolution: 0.02%
d) Valid no. of votes 15,23,949 48,96,18,629 49,11,42,578
V. Special Resolution for Approval of
casted (Net)
e) Total no. of votes 15,23,949 45,18,00,188 45,33,24,137 Divestment upto 100% Stake in Havells
with assent for Exim Limited, a wholly-owned subsidiary
the Resolution of the Company.
f) Total no. of votes 0 3,78,18,441 3,78,18,441
with dissent for Particulars Physical Electronic Total
the Resolution a) Total postal ballot 87 716 803
forms received
% of total votes casted in favour of the Resolution: 92.30%
b) Total number of 28,24,482 54,14,88,422 54,43,12,904
% of total votes casted against the Resolution: 7.70% votes casted
c) Less: Invalid no. 215 0 215
(2) Special Resolutions passed by way of postal of votes casted
ballot on 18th January, 2016 d) Valid no. of votes 28,24,267 54,14,88,422 54,43,12,689
The Board of Directors by its Resolution passed casted (Net)
e) Total no. of votes 28,24,217 54,14,06,373 54,42,30,590
on 10th December, 2015 had appointed Ms. Balika with assent for
Sharma, Practicing Company Secretary, to act as the Resolution
the Scrutinizer for conducting the Postal Ballot. f) Total no. of votes 50 82,049 82,099
The Company had also offered e-voting facility with dissent for
the Resolution
to its members enabling them to cast their votes
% of total votes casted in favour of the Resolution: 99.98%
electronically. The Company has signed an agreement
% of total votes casted against the Resolution: 0.02%
with the National Securities Depository Limited
(NSDL) to enable its members to cast their votes (3)
Person who conducted the postal ballot exercise:
electronically pursuant to Regulation 44 of the SEBI Ms. Balika Sharma, Practicing Company Secretary.
(Listing Obligations and Disclosure Requirements) (4) Special Resolution proposed to be conducted
Regulations, 2015 and Section 108 of the Companies through postal ballot:
Act, 2013 read with the Companies (Management and No Resolution requiring Postal Ballot as required
Administration) Rules, 2014 (including any statutory by the Companies (Passing of Resolution by Postal
modification(s), enactment(s) or re-enactment(s) Ballot) Rules, 2011, has been placed for Shareholders
thereof for the time being in force). The postal ballot approval at this Annual General Meeting.
82
(8) Means of communication (b) Financial Year:
(a) Quarterly results: The Financial Year of the Company starts from

The Company publishes limited reviewed 1st April of a year and ends on 31st March of the
un-audited standalone financial results on a following year.
quarterly basis. In respect of the fourth quarter, (c) Dividend Payment Date:
Business
Review
the Company publishes the audited financial The Board of Directors of your Company has
results for the complete financial year. recommended a dividend of ` 3/- per equity share
(b) Newspapers wherein results normally of ` 1/- each i.e. @ 300% for the financial year
published: 2015-16. Date of payment of dividend would be
The quarterly/ half-yearly/ annual financial results within 30 days from 13th July, 2016.
are published in Economic Times in both English This final dividend is in addition to the interim
and Hindi Daily editions. (special) dividend of ` 3/- per Equity Share
of ` 1/- each declared by the Board of Directors
(c) Website, where displayed:
in its Meeting held on 3rd February, 2016 and paid
The financial results and the official news releases by the Company in the month of February 2016.
are also placed on the Companys website
Directors
(d) Name and address of each Stock Exchange(s)
Report
www.havells.com in the Investor Relations section.
at which the Company securities are listed and
(d) Official news releases: a confirmation about payment of annual listing

Yes, the Company regularly publishes an fee to each of such Stock Exchange(s):
information update on its financial results and The equity shares of the Company are listed at:
also displays official news releases in the Investor he National Stock Exchange of India
T
Relations section under relevant sections. Limited (NSE), Exchange Plaza, 5th Floor,
(e) Presentations made to institutional investors Plot No. C/1, G Block, Bandra Kurla Complex,
or to the analysts: Bandra (E), Mumbai- 400 051
The Company holds analysts calls in each BSE Limited (BSE), Phiroze Jeejeebhoy
quarter, to apprise and make public the Towers, Dalal Street, Mumbai- 400 001
and Analysis
information relating to the Companys working The listing fees for the financial year 2016-17
and future outlook. have been paid by the Company within the
stipulated time.
(9) General shareholder information
(e) Stock code:
(a)
Annual General Meeting - date, time and venue:
NSE BSE ISIN
Annual General Meeting (in the Financial Year
HAVELLS 517354 INE176B01034 (Shares)
2016-17)
Day : Wednesday (f) Market price data - high, low during each
Date : 13th July, 2016 month in last financial year:
Time : 10:00 am
Monthly high & low prices and volumes of the
Venue : Sri Sathya Sai International Centre, equity shares of the Company at the National Stock
Pragati Vihar, Lodhi Road, Exchange of India Limited (Nifty) and BSE Limited Report
New Delhi -110 003 (Sensex) during financial year 2015-16 are as under:
Period NSE BSE

High Low Volume (No. of High Low Volume
shares) (No. of shares)
Apr 2015 310.40 266.20 2,46,73,264 310.20 267.60 25,04,917
May 2015 294.90 264.95 2,67,41,360 295.00 265.00 25,75,435
Jun 2015 292.00 257.10 1,99,89,970 292.00 257.60 15,16,798
Jul 2015 312.80 272.25 1,93,68,686 312.90 272.00 20,77,393
Aug 2015 281.40 243.90 1,61,53,688 281.00 244.80 22,24,681
Sep 2015 268.70 239.50 1,24,42,981 268.30 239.50 14,38,262
Oct 2015 267.40 250.00 1,31,64,486 266.70 250.00 10,58,465
Statements
Nov 2015 300.00 235.30 2,63,28,083 299.25 235.60 22,98,061

Financial
Dec 2015 312.00 274.65 7,34,76,284 312.15 275.10 82,61,163

Jan 2016 322.20 268.90 3,58,51,414 321.90 269.00 30,18,038
Feb 2016 311.00 259.10 2,61,85,661 311.50 259.00 19,31,018
Mar 2016 324.60 270.15 2,52,97,165 324.70 269.00 40,82,909
(Source: NSE and BSE website)
Note: High and low are in rupees per traded share. Volume is the total monthly volume of trade (in numbers) in the Companys share on the
respective Stock Exchange.
83
(g) Performance in comparison to broad-based indices such as BSE sensex, CRISIL Index etc.:
Havells Share Price vis-a-vis BSE Sensex

140
120
Prices (Indexed to 100)
100
80
Sensex
60
Havells share
40 price at BSE
20
0
Apr-15
May-15
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Months
Havells Share Price vis-a-vis NSE Nifty

140
120
Prices (Indexed to 100)
100
80
snp CNX nifty
60
Havells share
40 price at NSE
20
0
Apr-15
May-15
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Months
(h) In case the securities are suspended from trading,

In case of shares held in physical form, the
the Directors Report shall explain the reason thereof: transferred share certificates duly endorsed are
Not applicable. despatched within 15 days from the date of receipt
of documents, provided documents are valid and
(i) Registrar to an Issue and Share Transfer Agents: complete in all respects. In compliance of the
relevant provisions of SEBI (Listing Obligations
Link Intime India Private Limited
and Disclosure Requirements) Regulations, 2015,
44, 2nd Floor, Naraina Community Centre Phase I
the share transfer system of the Company is
Near PVR Cinema, New Delhi 110028
audited every six months by a Practicing Company
Telephone No.: 011-41410592, 011-41410593
Secretary and a certificate to that effect is issued
Fax No.: 011-41410591
by him/her.
Website: www.linkintime.co.in
In case of request for dematerialization of shares,
(j) Share Transfer System: confirmation of dematerialization is sent to the
Trading in equity shares of the Company through respective depository i.e. National Securities
recognized Stock Exchanges can be done only in Depository Limited (NSDL) or Central Depository
dematerialized form. Services (India) Limited (CDSL), expeditiously.
84
(k) Distribution of Shareholding as on 31st March, 2016:
Shareholding of Nominal Shareholders % of Total Share No. of Shares Nominal Value % of Nominal
Value of ` 1/- each (Numbers) holders (in `) Value
Upto 5,000 72,385 97.51 2,00,78,195 2,00,78,195 3.21
Business
Review
5,001 - 10,000 1,023 1.38 76,74,383 76,74,383 1.23
10,001 - 20,000 355 0.48 53,00,318 53,00,318 0.85
20,001 - 30,000 110 0.15 27,37,115 27,37,115 0.44
30,001 - 40,000 60 0.08 21,85,912 21,85,912 0.35
40,001 - 50,000 40 0.05 18,02,525 18,02,525 0.29
50,001 - 1,00,000 80 0.11 57,41,568 57,41,568 0.92
1,00,001 & Above 182 0.25 5,79,067,764 5,79,067,764 92.71
GRAND TOTAL 74,235 100.00 62,45,87,780 62,45,87,780 100.00
Ownership Pattern as on 31st March, 2016
Directors
Report
Category No. of Shareholders No. of Shares Held % of Total Holding
Promoters
Indian Promoters 10 38,49,57,920 61.63
Institutional Investors
Mutual Fund and UTI 60 2,46,86,864 3.95
Bank, Financial Institutions and Insurance Companies 8 14,92,166 0.24
Foreign Portfolio Investors 189 15,95,98,459 25.55
Others
Private Corporate Bodies 978 79,80,427 1.28
Indian Public 71,140 4,21,39,864 6.75
NRI/Foreign Bodies 1,850 37,32,080 0.60
and Analysis
Grand Total 74,235 62,45,87,780 100.00
List of Shareholders other than Promoters holding more than 1% as on 31st March, 2016
Sr. Name of Shareholder No. of Shares held % of Total Holding

No.
1 Nalanda India Equity Fund Limited 3,30,44,930 5.29
2 Government Pension Fund Global 1,96,52,092 3.15
3 Smallcap World Fund, Inc 1,60,48,000 2.57
4 Citigroup Global Markets Mauritius Private Limited 94,02,291 1.51
5 Franklin Templeton Investment Funds 75,90,901 1.22
Total 8,57,38,214 13.74
Report
Ownership Pattern as on 31st March, 2016
Indian Public, 6.75% NRI/Foreign Bodies, 0.60%
Private Corporate
Bodies, 1.28%
Foreign Portfolio
Investors, 25.55% Promoters, 61.63%
Banks, Fls
Statements
and Insurance
Financial
Companies, 0.24%
Mutual Funds
and UTI, 3.95%
85
(l) Dematerialization of shares and liquidity:
The shares of the Company are in compulsory demat segment and are available for trading in the depository systems
of both the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As
at 31st March, 2016, 62,16,20,257 Equity shares out of 62,45,87,780 Equity Shares of the Company, forming 99.52% of
the Companys paid-up capital is held in the dematerialized form. Majority of demat shares are with National Securities
Depository Limited. The status of shares held in demat and physical format is given below. The Companys shares are
liquid and actively traded on the NSE and BSE.
Particulars As on 31st March, 2016 As on 31st March, 2015

Number of Shares Percentage Number of Shares Percentage
Shares in Demat Form 62,16,20,257 99.52 62,12,89,335 99.49
NSDL 61,52,36,599 98.50 61,40,53,474 98.33
CDSL 63,83,658 1.02 72,35,861 1.16
Shares in Physical Form 29,67,523 0.48 31,98,700 0.51
Total 62,45,87,780 100.00 62,44,88,035 100.00
Ownership in Demat and Physical Mode
CDSL Physical
1.02% 0.48%
NSDL
NSDL CDSL
98.50% Physical
(m) Outstanding Global Depository Receipts or (o) Plant locations:

American Depository Receipts or Warrants or any Sr. Unit / Plant Location Address
convertible instruments, conversion date and likely No.
impact on equity: 1. Switchgear Division
a. Domestic - Distt. Solan, Baddi, Himachal
There are no GDRs/ADRs/Warrants outstanding as on Switchgears Pradesh
31st March, 2016. - Plot No. 2 and 2A, Sector -
12, SIDCUL Industrial Area,
(n) Commodity price risk or foreign exchange risk and Haridwar, Uttarakhand
hedging activities: b. Industrial - 14/3, Mathura Road, Faridabad
Switchgear - Plot No.6, Site - IV, Sahibabad
In order to manage the Companys Foreign Exchange Industrial Area, Sahibabad (U.P.)
exposure, the Company has in place a Board approved 2. Capacitors Plot No.6, Site - IV, Sahibabad
Policy on Foreign Exchange Management for the Industrial Area, Sahibabad (U.P.)
management of corporate foreign exchange risk by 3. PCB Assembly Line E-1, Sector-59, Noida 201 307 (U.P.)
defining its exposures, measuring them and defining 4. Motor and Pumps SP-181 189 & 191(A) Industrial Area,
Phase II, Neemrana, Alwar, Rajasthan
appropriate actions to control the risk. The intent of this
5. Cable Division A/461-462, & SP 215, 204 & 204(A)
Policy is to minimize the financial statement impact of Matsya Industrial Area, Alwar, Rajasthan
fluctuating foreign currency exchange rates. 6. CFL / CMI / Lighting SP-181 189 & 191(A), Industrial
and Fixture / Water Area, Phase II, Neemrana, Alwar,
In terms of the Policy, generally forward contracts are Heaters Rajasthan
used to cover exposures. However, other Hedging 7. Electrical Consumer Plot No. 2A, Sector - 10, SIDCUL
techniques may be used like Currency Swaps and Durable Fan Division Industrial Area, Haridwar, Uttarakhand
Currency Options etc. 8. Centre for Research & QRG Towers, 2D, Sector 126,
Innovation (CRI) Expressway, Noida (U.P.) 201 304
86
(p) Address for Correspondence with the Company: The Company has in addition to Whistle Blower Policy
The Company Secretary also adopted a policy named Idea to promote a
Havells India Limited culture of innovative thinking, creativity and vigilance
(Secretarial Department) in all areas of its business. The ideas may be related
QRG Towers, 2D, Sector 126, to technical aspects of business, non-technical
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Expressway, Noida U.P. aspects, commercial aspects, administrative
Pin 201 304 aspects, processes, cost saving or any such other
Telephone No.: 0120 3331000 aspect that may benefit the Company.
Fax No.: 0120 3332000
(d) Details of compliance with mandatory
Address for Correspondence with the Registrar requirements and adoption of the non-
and Transfer Agents mandatory requirements:
Link Intime India Private Limited The Company has fully complied with the mandatory
44, 2nd Floor, Naraina Community Centre Phase I, requirements of SEBI (Listing Obligations and
Near PVR Cinema, New Delhi 110 028 Disclosure Requirements) Regulations, 2015.
Telephone No.: 011-41410592, 011-41410593
Directors
Fax: 011-41410591
Report
(e) Web link where policy for determining material
Email: [email protected] subsidiaries is disclosed:
(10) Other Disclosures The policy for determining material subsidiaries

(a) Disclosures on materially significant related is available on the website of the Company under
party transactions that may have potential Code & Policies in the Corporate Governance
conflict with the interests of the Company: section and can be accessed at http://www.
havells.com/content/havells/en/about-havells/
During the financial year 2015-16, there was no corporate-governance/policy.html
materially significant related party transaction that
may have potential conflict with the interests of (f) Web link where policy on dealing with related
and Analysis
the Company at large. For reference, the details party transactions is disclosed:
of related party transactions in accordance with
The policy on dealing with related party
AS18 are given in Note No. 31(11) of Other Notes
transactions is available on the website of
on Accounts of the Annual Report.
the Company under Code & Policies in the
(b) Details of non-compliance by the Company, Corporate Governance section and can be
penalties, strictures imposed on the Company accessed at http://www.havells.com/content/
by Stock Exchange(s) or the board or any havells/en/about-havells/corporate-governance/
statutory authority, on any matter related to policy.html
capital markets, during the last three years:
(g) Disclosure of commodity price risks and
The Company has not been penalized, nor have commodity hedging activities:
the Stock Exchanges, SEBI or any statutory
In order to manage the Companys Foreign Report
authority imposed any strictures, during the last
Exchange exposure, the Company has in place
three years, on any matter relating to capital
a Board approved Policy on Foreign Exchange
markets.
Management for the management of corporate
(c) Details of establishment of vigil mechanism, foreign exchange risk by defining its exposures,
whistle blower policy and affirmation that no measuring them and defining appropriate actions
personnel has been denied access to the Audit to control the risk. The intent of this Policy is
Committee: to minimize the financial statement impact of
fluctuating foreign currency exchange rates.
The Company has adopted a Whistle Blower
Policy called Satark which means alert/ vigilant In terms of the Policy, generally forward contracts
Statements
empowering any person associated with the

Financial
are used to cover exposures. However other

organization to file a grievance if he/ she notices Hedging techniques may be used like Currency
any irregularity. Swaps and Currency options etc. The Foreign
No person has been denied access to the Audit Currency exposure is given under Note No. 31(6)
Committee for any grievance. of Other Notes on Accounts of the Annual Report.
87
(11) Disclosure of the extent to which the and can be accessed at http://www.havells.com/content/
discretionary requirements as specified havells/en/about-havells/corporate-governance/policy.html
in Part E of Schedule II have been adopted.
(a) The Board: As the Chairman of the Company is
Declaration pursuant to SEBI
an Executive Chairman, hence the provision on
entitlement of chairpersons office at the expense
(Listing Obligations and Disclosure
of the Company in case of a non-executive Requirements) Regulations, 2015
chairperson is not applicable.
All Board Members and Senior Management Personnel
(b)
Shareholder Rights: Quarterly financial statements have affirmed compliance with the code of ethics for
are published in leading newspapers and uploaded the financial year ended 31st March, 2016.
on Companys website www.havells.com.
(c) Modified opinion(s) in audit report: The Auditors Anil Rai Gupta
have raised no qualification on the financial Noida, May 11, 2016 Chairman and Managing
statements. Director
(d) Separate posts of Chairperson and CEO:

Presently, Shri Anil Rai Gupta is the Chairman and Compliance certificate from either the auditors or
Managing Director of the Company. He is also the practicing company secretaries regarding compliance
CEO of the Company. of conditions of corporate governance:
(e) Reporting of Internal Auditor: The Company has The Certificate from the Statutory Auditors of the Company
appointed KPMG as the Internal Auditors for regarding compliance of conditions of corporate governance
conducting the internal audit, representatives is annexed with the Directors Report and forms an integral
whereof report to the Head, Risk Management part of the Annual Report.
and Governance Department who reports to the
Director (Finance) and Group CFO and has direct Disclosures with respect to demat suspense account/
access to the Audit Committee. unclaimed suspense account:
(12) disclosure of compliance of regulation The Company does not have any shares in the demat
17 to 27 and clauses (b) to (i) of sub- suspense account or unclaimed suspense account.
regulation (2) of regulation 46
The Company has complied with all the mandatory OTHER USEFUL INFORMATION FOR SHAREHOLDERS
requirements specified in Regulations 17 to 27 and ECS Facility:
clauses (b) to (i) of subregulation (2) of Regulation The Company provides facility of Electronic Clearing
46 of the SEBI (Listing Obligations and Disclosure Service (ECS) for payment of dividend to its shareholders.
Requirements) Regulations, 2015. ECS facility assists in quick remittance of dividend without
possible loss/delay in postal transit. Shareholders holding
Declaration signed by the Chief Executive Officer stating shares in physical form are requested to provide details of
that the members of Board of Directors and Senior their bank account for availing ECS facility. However, if the
Management Personnel have affirmed compliance with shares are held in dematerialized form, the ECS mandate
the code of conduct of Board of Directors and Senior has to be communicated to the respective Depository
Management. Participant (DP). Changes, if any, in the details furnished
The Company is committed to conduct its business in earlier may also be communicated to the Company or DP,
as the case may be.
accordance with the applicable laws, rules and regulations
and with the highest standards of business ethics. Havells
Update E-mails for receiving notice/ documents in
Code of Ethics is intended to provide guidance and help
e-mode:
in recognizing and dealing with ethical issues, mechanisms
to report unethical conduct, and to help foster a culture of The Ministry of Corporate Affairs (MCA) has through its
honesty and accountability. circulars issued in 2011, allowed service of documents
by companies including Notice calling General Meeting(s),
The Board has adopted a Code of Ethics for Directors, Annual Report etc. to their shareholders through electronic
Senior Management and other Employees of the Company. mode. This green initiative was taken by MCA to reduce
paper consumption and contribute towards a green
The Code is available on the website of the Company under environment. As a responsible corporate citizen, your
Code & Policies in the Corporate Governance section Company fully supports the MCAs endeavour.
88
In accordance of the same, your Company had proposed In respect of Final Dividend for the financial year ended 31st
to send Notice calling General Meetings, Annual Report March, 2009, it will not be possible to entertain claims which
and other documents in electronic mode in future to all the are received by the Company after 30th September, 2016.
shareholders on their email addresses. It was also requested Members are advised that in terms of the provisions of
to inform the Company in case the shareholders wish to Section 205C of the Companies Act, 1956, once unclaimed
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Review
receive the above documents in physical form. Accordingly, dividend is transferred to IEPF, no claim shall lie in respect
the Annual Report alongwith Notice will be sent to the thereof.
shareholders in electronic mode at their email addresses. Financial Dividend Dividend Date of Due date of
Year Type Per Share Declaration transfer to
The shareholders who have not registered their email (`) IEPF
addresses with the Company are requested to kindly 2008-09 Final 2.50 25.08.2009 01.10.2016
register their e-mail addresses with the Company in the 2009-10 Interim 1.25 28.01.2010 06.03.2017
Form annexed with the Notice of Annual General Meeting 2009-10 Final 2.50 29.09.2010 05.11.2017
2010-11 Final 2.50 01.08.2011 07.09.2018
enabling the Company to better service shareholder
2011-12 Final 6.50 16.07.2012 22.08.2019
correspondence through e-mode. The shareholders have
2012-13 Final 7.50 05.07.2013 11.08.2020
also an option to register their email addresses with their 2013-14 Interim 5.00 14.03.2014 20.04.2021
Depository through Depository Participant.
Directors
2013-14 Final 10.00 09.07.2014 15.08.2021
Report
2014-15 Final 3.00 13.07.2015 19.08.2022
Encash Dividend Promptly: 2015-16 Interim 3.00 03.02.2016 12.03.2023
The shareholders are advised to encash their dividend
promptly to avoid hassles of revalidation or losing Dematerialization of Shares:
right to claim dividend owing to transfer of unclaimed Equity Shares of the Company are under compulsory demat
dividends beyond seven years to the Investor Education trading segment. Considering the advantages of scrip less
and Protection Fund. trading, members are advised to consider dematerialization
of their shareholding so as to avoid inconvenience involved
Unpaid Dividend : in the physical shares such as mutilation, possibility of loss/
In terms of the provisions of the Companies Act, 1956, misplacement, delay in transit etc. and also to ensure safe
and speedy transaction in securities.
and Analysis
dividends remaining unpaid/ unclaimed for a period of
seven years have to be statutorily transferred to the Investor
A separate communication in this regard was also sent during
Education and Protection Fund (IEPF) administered by the
the financial year to all those Shareholders of the Company
Central Government, and thereafter cannot be claimed
who have not yet dematerialized their physical share
by the investors. To ensure maximum disbursement of
certificates, outlining the procedure for dematerialization
unclaimed dividend, the Company regularly sends reminder
and benefits thereof.
to the relevant investors.
Transfer / Transmission / Transposition of Shares:
During the year, the Company had also made special
efforts initiating a drive engaging its service franchisees The Securities and Exchange Board of India (SEBI), vide
to visit the relevant shareholders at their registered its Circular No. MRD/DoP/Cir-05/2009 dated 20th May,
addresses to help locate the cause of dividend remaining 2009 and Circular No. MRD/DoP/SE/RTA/Cir-03/2010
unpaid/ unclaimed and redress it so that the dividend can dated 7th January, 2010 made it mandatory that a copy of
the PAN Card is to be furnished to the Company in the Report
be paid to the people entitled to it before it falls due for
credit to IEPF. following cases:
registration of physical transfer of shares;
Unclaimed Dividend in respect of the financial year 2008-09
deletion of name of deceased shareholder(s) where
will be due for transfer to Investor Education and Protection
shares are held jointly in the name of two or more
Fund on 1st October, 2016 in terms of Section 205A of the
shareholders;
Companies Act, 1956. Members who have not encashed
their Dividends for the financial year ended 31st March, transmission of shares to the legal heirs where shares
2009 or any subsequent year(s) are requested to lodge their are held solely in the name of deceased shareholder;
claims with the Company. and
transposition of shares where order of names of
Statements
Financial
A separate communication in this regard has already been shareholders are to be changed in the physical shares
sent to the Shareholders of the Company who have not held jointly by two or more shareholders.
encashed their dividend warrants, providing them details of
the unencashed warrants and requesting them to comply Investors, therefore, are requested to furnish the self-
with the procedure for seeking payment of the same. attested copy of PAN card, at the time of sending the
89
physical share certificate(s) to the Company, for effecting Update your Correspondence Address / Bank Mandate
any of the above stated requests. / Email Id:
Shareholders are also requested to keep record of their To ensure all communications/ monetary benefits received
specimen signature before lodgment of shares with the promptly, all shareholders holding shares in physical form
Company to avoid probability of signature mismatch at a are requested to notify to the Company, change in their
later date. address / bank details / email Id instantly by written request
under the signatures of sole/ first joint holder.
Consolidation of Multiple Folios: Shareholder(s) holding shares in dematerialized form are
Shareholder(s) of the Company who have multiple accounts requested to notify change in bank details / address / email
in identical name(s) or holding more than one Share Id directly with their respective DPs.
Certificate in the same name under different Ledger Folio(s)
are requested to apply for consolidation of such Folio(s) and Quote Folio No. / DP ID No.:
send the relevant Share Certificates to the Company. Shareholders / Beneficial Owners are requested to quote
their Folio Nos. / DP ID Nos., as the case may be, in all
Nomination Facility: correspondence with the Company.
Provision of Section 72 of the Companies Act, 2013 read
with rule 19(1) of the rules made thereunder extends Shareholders are also requested to quote their Email
nomination facility to individuals holding shares in the IDs, Contact / Fax numbers for prompt reply to their
physical form. To help the legal heirs/ successors get correspondence.
the shares transmitted in their favour, shareholder(s) are
requested to furnish the particulars of their nomination in
the prescribed Nomination Form. Shareholder(s) holding
shares in Dematerialized form are requested to register their
Anil Rai Gupta
nominations directly with their respective DPs.
Noida, May 11, 2016 Chairman and Managing Director
90
CEOS/CFOS CERTIFICATE
We, Anil Rai Gupta, Chairman and Managing Director and Rajesh Kumar Gupta, Director (Finance) and Group CFO of Havells
India Limited, to the best of our knowledge and belief, certify that:
a. We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2016 and that to
Business
Review
the best of our knowledge and belief :
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii. these statements together present a true and fair view of the Companys affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which
are fraudulent, illegal or violative of the Companys code of conduct.
c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have
disclosed, to the auditors and the Audit Committee, wherever applicable, deficiencies in the design or operation of
Directors
Report
such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.
d. We have indicated to the auditors and the Audit Committee, wherever applicable,
i. significant changes in internal control over financial reporting during the year;
ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to
the financial statements; and
iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or any employee having a significant role in the Companys internal control system over financial reporting.
For Havells India Limited For Havells India Limited
and Analysis
(Anil Rai Gupta) (Rajesh Kumar Gupta)
Noida, May 11, 2016 Chairman and Managing Director Director (Finance) and Group CFO
AUDITORS CERTIFICATE
To
The Members of Havells India Limited
We have examined the compliance of conditions of corporate governance by Havells India Limited, for the year ended on
31st March, 2016, as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchange(s).
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited Corporate Governance
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Report
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the provisions as specified in Chapter IV of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the
Listing Agreement of the said Company with stock exchange(s).
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For S.R. BATLIBOI & CO LLP For V.R. Bansal & Associates
ICAI Firm registration number: 301003E / E300005 ICAI Firm registration number: 016534N
Statements
Financial
Chartered Accountants Chartered Accountants
per Manoj Kumar Gupta per V.P. Bansal

Partner Partner
Membership No.: 83906 Membership No.: 8843
Place: Noida
Date : May 11, 2016
91
Standalone
Financial
Statements
92
S. R. Batliboi & Co LLP V. R. Bansal & Associates
Golf View Corporate Tower - B, D-94, 9th Floor, Himalaya House,
Sector -42, Sector Road, 23 K.G. Marg, New Delhi-110 001
Gurgaon -122002, Haryana.
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INDEPENDENT AUDITORS REPORT
To the Members of Havells India Limited

Report on the Financial Statements
We have audited the accompanying standalone financial statements of Havells India Limited (the Company), which comprise
the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended,
and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the
Directors
Report
Act) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted
in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
and Analysis
Auditors Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the
audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the
Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the
Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Companys preparation of the financial statements that give a true and
fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the Report
appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companys
Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the standalone financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its profit,
and its cash flows for the year ended on that date.
Statements
Report on Other Legal and Regulatory Requirements

Financial
1. As required by the Companies (Auditors report) Order, 2016 (the Order) issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in
paragraphs 3 and 4 of the Order.
93
2. As required by section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit;
(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in
agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified
under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a
director in terms of section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in Annexure 2 to this report;
(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial
statements Refer Note 30(A)(a), (d), (e) and 30(C) to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.

Partner Partner
Place: Noida
Date : May 11, 2016
94
Annexure 1 referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our
report of even date
Re: Havells India Limited (the Company)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
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Review
fixed assets.
(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were
identified on such verification.
(c) According to the information and explanations given by the management the title deeds of immovable properties
included in fixed assets are held in the name of the company except for a land taken on lease by the Company
from its group company duly approved by board of directors for which lease deed is yet to be registered with
appropriate authorities. The Company has constructed building which is appearing in the Companys fixed assets
having net block of ` 10,29,86,026. Apart from this, there are 3 more land / building properties having aggregate
net block of ` 17,30,23,103 for which title deed is not in the name of the Company for which the Company is in
Directors
process of getting them registered in their name.
Report
(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification
is reasonable. No material discrepancies were noticed on such physical verification. Inventories lying with third parties
have been confirmed by them as at March 31, 2016 and no material discrepancies were noticed in respect of such
confirmations.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured
to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189
of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to
the Company and hence not commented upon.
and Analysis
(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees,
and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable
and hence not commented upon.
(v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central
Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the
manufacture of electrical goods, and are of the opinion that prima facie, the specified accounts and records have been
made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident Report
fund, employees state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax,
cess and other material statutory dues applicable to it
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident
fund, employees state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added
tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months
from the date they became payable
Statements
Financial
95
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, ,service tax, duty of
custom, duty of excise, value added tax and cess on account of any dispute, are as follows:
Name of the Statute Nature of the Dues Amount Period to which Forum where dispute is
(` in Crores) the amount relates pending
Income-Tax Act, 1961 Disallowances and additions 10.50 AY 2004-05 to Income Tax Appellate
to taxable income. AY 2009-10 Tribunal, New Delhi
Income-Tax Act, 1961 Disallowances and additions 24.69 AY 2006-07 to Commissioner of Income
to taxable income AY 2012-13 Tax (Appeals) New Delhi
Central excise Act, 1944 Excise duty demand/ 1.05 FY 2006-07 to Commissioner of Excise
disallowance of Cenvat credit FY 2007-08 (Appeals), New Delhi
on various items.
Central excise Act, 1944 Excise duty demand/ 16.68 FY 1998-99 to CESTAT (New Delhi,
disallowance of Cenvat credit FY 2013-14 Ahmedabad)
on various items.
Sales Tax/ VAT Sales tax / VAT demand on 10.25 FY 2010-11 to Joint Commissioner
various matters. FY 2014-15 (Appeals)
Sales Tax/ VAT Sales tax / VAT demand on 0.39 FY 2007-08 to Additional Commissioner
Sales Tax/ VAT Sales tax / VAT demand on 0.03 FY 2007-08 Commissioner (Appeals)
various matters.
Sales Tax/ VAT Sales tax / VAT demand on 10.12 FY 2011-12 Special Commissioner
various matters. (Appeals)
Sales Tax/ VAT Sales tax / VAT demand on 2.28 FY 2007-08 to Tribunal (Commercial Tax)
various matters. FY 2011-12
Sales Tax/ VAT Sales tax / VAT demand on 5.14 FY 2007-08 to Deputy Commissioner
The Rajasthan tax of entry Demand of entry tax in 1.07 FY 2007-08 to Supreme Court of India
of goods into local areas the state of Rajasthan on FY 2014-15
Act, 1999 purchase of few items
West Bengal Entry Tax Demand of entry tax in the 6.15 FY 2013-14 to High Court of Calcutta
Act, 2012 state of West Bengal on FY 2015-16
purchase of few items
Odisha Entry Tax Act, Demand of entry tax in the 4.46 October, 2009 to High Court of Odisha
1999 state of Orissa on purchase of March, 2016
few items
The Himachal Pradesh Demand of entry tax in the 6.74 FY 2010-11 to High Court of Himachal
tax of entry of goods into state of Himachal Pradesh on FY 2015-16 Pradesh
local areas Act, 2010 purchase of few items.
(viii) In our opinion and according to the information and explanations given by the management, the Company has not
defaulted in repayment of dues bank. The Company did not have any outstanding dues in respect of a financial
institution or debenture holders during the year.
(ix) According to the information and explanations given by the management, the Company has not raised any money way
of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) is not
applicable to the Company and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements
and according to the information and explanations given by the management, we report that no fraud by the company
or no fraud / material fraud on the company by the officers and employees of the Company has been noticed or
reported during the year.
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(xi) According to the information and explanations given by the management, the managerial remuneration has been paid
/ provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V
to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not
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Review
applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in
compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in
the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the
company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company
and, not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into
Directors
Report
any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies
Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India
Act, 1934 are not applicable to the Company.
and Analysis
Partner Partner
Place: Noida
Date : May 11, 2016
Report
Statements
Financial
97
ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL
STATEMENTS OF HAVELLS INDIA LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(the Act)

We have audited the internal financial controls over financial reporting of Havells India Limited (the Company) as of
March31,2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on
that date.
Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information,
as required under the Companies Act, 2013.
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the Guidance Note) and the Standards on Auditing as specified under section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A companys internal financial control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of
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management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial
statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
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Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the
risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March31,2016, based
on the internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Directors
Institute of Chartered Accountants of India.
Report

Partner Partner
Place: Noida
Date : May 11, 2016
and Analysis
Report
Statements
Financial
99
Balance Sheet
as at March 31, 2016
(` in Crores)
Notes As at As at
March 31, 2016 March 31, 2015
I EQUITY AND LIABILITIES
1. Shareholders funds
Share capital 2 62.46 62.44
Reserves and surplus 3 2,581.72 2,313.35
2,644.18 2,375.79
2. Non-current liabilities
Long-term borrowings 4 - 41.73
Deferred tax liabilities (net) 5 74.91 43.37
Other long-term liabilities 6 4.13 1.36
Long-term provisions 7 6.61 4.78
85.65 91.24
3. Current liabilities
Trade payables 8
Total outstanding dues of creditors other than micro 403.93 362.96
and small enterprises
Total outstanding dues of micro and small enterprises 32.40 31.56
Other current liabilities 9 440.81 463.71
Short-term provisions 10 387.65 323.59
1,264.79 1,181.82
Total 3,994.62 3,648.85
II ASSETS
1. Non-current assets
Fixed assets 11
Tangible assets 1,050.74 976.60
Intangible assets 10.82 8.59
Capital work in progress 20.49 22.13
Non-current investments 12 460.27 1,011.76
Long-term loans and advances 13 73.24 46.77
Other non-current assets 14 0.38 175.38
1,615.94 2,241.23
2. Current assets
Current Investments 15 0.00 -
Inventories 16 784.36 689.72
Trade receivables 17 157.64 132.51
Cash and bank balances 18 1,344.21 522.34
Short-term loans and advances 19 56.54 41.11
Other current assets 20 35.93 21.94
2,378.68 1,407.62
Total 3,994.62 3,648.85
Summary of significant accounting policies 1
Contingent liabilities, commitments and litigations 30
Other notes on accounts 31
The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of Board of Directors
For S.R. Batliboi & Co. LLP For V.R. Bansal & Associates Anil Rai Gupta Rajesh Kumar Gupta Surjit Kumar Gupta
Chartered Accountants Chartered Accountants Chairman and Director (Finance) Director
ICAI Registration No. 301003E ICAI Registration No. 016534N Managing Director and Group CFO DIN: 00002810
/E3000005 DIN: 00011892 DIN: 00002842
Per Manoj Kumar Gupta Per V.P. Bansal Sanjay Gupta Sanjay Johri
Partner Partner Company Vice President
Membership No. 83906 Membership No. 8843 Secretary (Finance)
Noida, May 11, 2016
100
Statement of Profit and Loss
for the year ended March 31, 2016
(` in Crores)
Business
Notes Year ended Year ended
Review
March 31, 2016 March 31, 2015
I INCOME
Revenue from operations (gross) 21 5,833.98 5,557.79
Less: Excise duty 397.10 319.10
Revenue from operations (net) 5,436.88 5,238.69
Other income 22 68.74 52.21
Total Revenue 5,505.62 5,290.90
II EXPENSES
Cost of materials consumed 23 2,875.42 2,784.51
Purchase of traded goods 24 392.69 399.20
Directors
Report
Change in inventories of finished goods, work in progress and 25 (94.64) (5.29)
stock in trade
Employee benefit expenses 26 376.27 312.72
Finance costs 27 12.60 17.57
Depreciation and amortisation expenses 28 92.22 87.51
Other expenses 29 1,139.26 1,048.43
Total Expense 4,793.82 4,644.65
III Profit before tax and Exceptional Items 711.80 646.25
Add : Exceptional Items {refer note no 31(1)} 202.39 -
IV Profit before tax 914.19 646.25
and Analysis
V Tax expenses
Current tax 195.73 188.29
MAT credit entitlement {refer note no. 31(21)} (22.61) -
Income tax for earlier years (5.82) (0.37)
Deferred tax 31.54 (6.61)
Total tax expense 198.84 181.31
VI Profit for the year 715.35 464.94
VII Earnings per equity share (nominal value of share ` 1/-) 31(13)
Basic (`) 11.45 7.45
Diluted (`) 11.45 7.45
Other notes on accounts 31 Business
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/E3000005 DIN: 00011892 DIN: 00002842
Statements
Financial

Noida, May 11, 2016
101
Cash Flow Statement
(` in Crores)
Year ended Year ended
March 31, 2016 March 31, 2015
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 914.19 646.25
Adjustments to reconcile profit before tax to net cash flows
Exceptional Items (202.39) -
Depreciation and amortisation expense 92.22 87.51
Loss/ (profit) on sale of fixed assets (net) 3.32 1.56
Unrealised foreign exchange (gain) / loss (net) 3.27 1.93
Provision for doubtful trade receivables 3.22 0.93
Interest income (50.99) (34.59)
Interest expense 6.01 11.72
Excess provisions no longer required written back (8.22) (2.98)
Provision for doubtful receivables written back (0.61) (1.30)
Operating Profit before working capital changes 760.02 711.03
Movement in working capital
(Increase)/ Decrease in trade receivables (28.32) 4.88
(Increase)/ Decrease in loans and advances (14.99) (17.35)
(Increase)/ Decrease in other assets (1.53) 2.05
(Increase)/ Decrease in inventories (94.64) (7.01)
Increase/ (Decrease) in trade payables 42.54 (55.15)
Increase/ (Decrease) in other liabilities and provisions 5.81 112.46
Cash generated from/(used) in operations 668.89 750.91
Direct taxes paid (net of refunds) (144.60) (150.47)
Net Cash flow from/(used) in Operating Activities (A) 524.29 600.44
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets including capital work in progress (172.75) (168.88)
Capital advances (net of capital creditors) (3.83) 4.72
Fixed Deposits matured/ (made) during the year (having original maturity (692.43) (347.57)
of more than three months)
Proceeds from redemption/ sale of equity shares invested in subsidiary 933.66 -
companies
Investment in equity shares of Subsidiary Company (29.12) (129.33)
Investment in shares of Joint Venture - 0.09
Investment in Bonds (150.66) -
Proceeds from sale of fixed assets 2.48 1.41
Interest income received 37.08 30.78
Net Cash flow from/(used) in Investing Activities (B) (75.57) (608.78)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceed from share capital issued 0.02 0.05
Proceed from security premium received 4.11 9.86
Repayment of long term borrowings (43.43) (103.01)
Repayment of short term borrowings - (12.37)
Interest paid (6.15) (17.09)
Dividends paid on equity shares (including Corporate Dividend Tax) (451.05) (146.03)
Net Cash Flow from/(used) in Financing Activities (C) (496.50) (268.59)
Net increase / decrease in cash and cash equivalents (A+B+C) (47.78) (276.93)
Cash and cash equivalents at the beginning of the year 123.78 399.70
Effect of exchange differences on cash and cash equivalents held in 0.77 1.01
foreign currency
Cash and Cash Equivalents at the end of the year 76.77 123.78
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Business
Notes :
Review
1 The above Cash flow statement has been prepared under the Indirect Method as set out in Accounting Standard-3,
Cash Flow Statements.
2 Components of cash and cash equivalents :
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
a) Cash and cash equivalents
Balances with banks:
Current accounts 4.89 12.30
Cash credit accounts 46.85 55.79
Directors
Report
Fixed deposits account having a original maturity period of less than 25.00 55.65
three months
Cash on hand 0.03 0.04
76.77 123.78
b) Other bank balances
Unpaid dividend account 2.44 0.99
Fixed deposits account having a remaining maturity period of more than 1,265.00 397.57
three months but less than twelve months
1,267.44 398.56
Total 1,344.21 522.34
and Analysis
/E3000005 DIN: 00011892 DIN: 00002842
Noida, May 11, 2016
Report
Statements
Financial
103
CORPORATE INFORMATION
Havells India Limited (the Company) is a public limited Company domiciled in India and incorporated under the provisions
of the Companies Act, 1956. The Company is listed on BSE Limited and National Stock Exchange of India Limited. The
Company is electrical and power distribution equipment manufacturer with products ranging from Industrial and Domestic
Circuit Protection Switchgears, Cables, Motors, Pumps, Fans, Power Capacitors, CFL Lamps and Luminaries for Domestic,
Commercial and Industrial applications, Modular Switches, Water Heaters and Domestic Appliances covering the entire range
of household, commercial and industrial electrical needs. The Companys manufacturing facilities are located at Faridabad
in Haryana, Alwar and Neemrana in Rajasthan, Haridwar in Uttarakhand, Sahibabad and Noida in Uttar Pradesh and Baddi
in Himachal Pradesh. The research and development facilities are located at Head office, Noida (Uttar Pradesh) and at some
of the units which have been approved by Department of Scientific & Industrial Research, Ministry of Science & Technology,
Government of India, New Delhi. During the year, the Company has divested its stake in worlwide business brands like
Sylvania, Concord, Luminance and Linotile effective from January 1, 2016.
1 SIGNIFICANT ACCOUNTING POLICIES

1.01 Basis of Preparation
a) Basis of Accounting
The financial statements of the Company have been prepared and presented in accordance with generally accepted
accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply with
all material respects with the accounting standards notified under section 133 of the Companies Act, 2013, read
together with Rule 7 of the Companies (Accounts) Rules, 2014. The financial statements have been prepared on
an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of
financial statements are consistent with those of previous year.
b) Current/Non Current classification
All assets and liabilities have been classified as current or non-current as per the Companys normal operating cycle
and other criteria set out in Schedule III of the Companies Act, 2013. Based on the nature of products and the time
between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has
ascertained its operating cycle as 12 months for the purpose of current/ non-current classification of assets and
liabilities.
c) Use of Estimates
The preparation of financial statements are in conformity with Indian GAAP requires the management to make
judgments, estimates and assumptions that affect the reported amount of Assets, Liabilities and Disclosure of
Contingent Liabilities on the date of the Financial Statements and the reported amount of revenue and expenses
during the reported period. Although these estimates are based on the managements best knowledge of current
events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a
material adjustment to the carrying amounts of assets, liabilities, revenue and expenses in future periods. Changes in
estimates are reflected in the financial statements in the period in which changes are made and if material, their effects
are disclosed in notes to accounts.
1.02 Tangible Assets
a) Tangible assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.
The cost comprises of purchase price, taxes, duties, freight and other incidental expenses directly attributable
and related to acquisition and installation of the concerned assets and are further adjusted by the amount of
CENVAT credit, VAT credit availed and subsidy directly attributable to the cost of fixed asset, wherever applicable.
Interest and other borrowing costs during construction period to finance qualifying fixed assets is capitalised, if
capitalisation criteria are met.
b) The Company identifies and determines cost of each component/ part of the asset separately, if the component/
part has a cost which is significant to the total cost of the asset and has useful life that is materially different from
that of the remaining asset. Similarly, when significant parts of plant and equipment are required to be replaced
at intervals or when a major inspection/overhauling is required to be performed, such cost of replacement or
inspection is capitalised (if the recognition criteria is satisfied) in the carrying amount of plant and equipement as a
replacement cost or cost of major inspection/overhauling, as the case may be and depreciated seperately based
on thier specific useful life.
c) Subsequent expenditure related to fixed assets is capitalised only if such expenditure results in an increase in the
future benefits from the existing assets beyond its previously assessed standard of performance. All other expenses
104
on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts are
charged to the statement of profit and loss for the period during which such expenses are incurred.
d) Capital work in progress comprises cost of fixed assets that are not yet ready for their intended use at the balance
sheet date and are carried at cost comprising direct cost, related incidental expenses, other directly attributable
costs and borrowing costs. The allocation of preoperative expenditure is done on the basis of prime cost of fixed
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assets in the year of commencement of commercial production.
e) Assets retired from active use and held for disposal are stated at the lower of their net book value or net realisable
value, and are shown separately. Any expected loss is recognised immediately in the statement of profit and
loss.
f) Gains or losses arising from disposal of tangible assets are measured as the difference between the net disposal
proceeds and the carrying amount of the assets and are recognised in the statement of profit and loss when the
assets are disposed off.
1.03 Intangible Assets

a) Acquired intangible assets
Intangible assets including software licenses of enduring nature and contractual rights acquired separately are
Directors
Report
measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less
accumulated amortisation and accumulated impairment losses, if any. Cost comprises the purchase price and any
attributable cost of bringing the asset to its working condition for its intended use.
b) Research and development cost

Research costs are expensed as incurred. Development expenditure incurred on an individual project is recognised
as an intangible asset when the Company can demonstrate all the following:
i) The technical feasibility of completing the intangible asset so that it will be available for use or sale;
ii) Its intention to complete the asset;
and Analysis
iii) Its ability to use or sale the asset;
iv) How the asset will generate future economic benefits;
v) The availability of adequate resources to complete the development and to use or sale the asset; and
vi) The ability to measure reliably the expenditure attributable to the intangible asset during development.
Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring the
asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of
the asset begins when development is complete and the asset is available for use. It is amortized on straight line
basis over the estimated useful life.
c) Gains or losses arising from disposal of the intangible assets are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when Report
the assets are derecognised.
1.04 Depreciation and Amortisation

a) Depreciation of tangible Assets :
i) Depreciation on Fixed Assets is provided on prorata basis on straight line method using the useful lives of
assets estimated by the management and in the manner prescribed in Schedule II of The Companies Act,
2013.
ii) Dies and tools and mobile phones are depreciated over the estimated useful lives of 6 years and 3 years,
respectively, which are lower than those indicated in Schedule II. On the basis of technical assessement,
management believes that the useful lives as given above best represent the period over which the assets are
Statements
Financial
expected to be used.
iii) Lease hold improvements are depreciated on straight line basis over their initial agreement period.
iv) Leasehold land is amortised on a straight line basis over the unexpired period of their respective lease ranging
from 90-99 years.
105
b) Amortisation of intangible Assets :
Intangible assets are amortised on a straight line basis over their estimated useful life of six years.
1.05 Investments
Investments are classified into current and long-term investments. Investments that are readily realizable and intended
to be held for not more than one year from the date of acquisition are classified as current investments. All other
investments are long-term investments and classified as Non Current Investments. However, that part of long term
investments which are expected to be realized within twelve months from Balance Sheet date is also presented under
Current Investments under Current portion of long term investments in consonance with the current / non-current
classification of Schedule III of the Act.
Current investments are stated at the lower of cost and fair value. The comparison of cost and fair value is done
separately in respect of each category of investments.
Long-term investments are stated at cost. A provision for diminution in the value of long-term investments is made only
if such a decline is other than temporary in the opinion of the management. Reversal of such provision for diminution is
made when there is a rise in the value of long term investments, or if the reasons for the decline no longer exist.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or
credited to the statement of profit and loss.
1.06 Inventories
a) Basis of valuation:
i) Inventories other than scrap materials are carried at lower of cost and net realisable value after providing cost
of obsolescence, if any. However, materials and other items held for use in the production of inventories are
not written down below cost if the finished products in which they will be incorporated are expected to be sold
at or above cost. The comparison of cost and net realisable value is made on an item-by-item basis.
ii) Inventory of scrap materials have been carried at net realisable value.
b) Method of Valuation:
i) Cost of Inventories has been determined by using moving weighted average cost method and comprises all
costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other
costs incurred in bringing the inventories to their present location and condition.
ii) Cost of finished goods and work in progress further includes direct labour and an appropriate share of fixed
and variable production overheads and excise duty as applicable. Fixed production overheads are allocated
on the basis of normal capacity of production facilities.
iii) Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.
1.07 Foreign Currency Transactions

a) Initial recognition
Foreign currency transactions are recorded in the reporting currency, by applying the exchange rate prevailing at
the date of transaction.
b) Measurement of Foreign Currency items at the Balance Sheet date-

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-
monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported
using the exchange rate at the date of transaction.
c) Exchange differences
Exchange differences arising on conversion/ settlement of foreign currency monetary items are recognised as
income or expense in the year in which they arise.
d) Forward exchange contracts entered into to hedge foreign currency risk of an existing asset/ liability
The premium or discount arising at the inception of forward exchange contract is amortised and recognised as
106
an expense/ income over the life of the contract. Exchange differences on such contracts are recognised in the
statement of profit and loss in the period in which the exchange rates changes. Any profit or loss arising on
cancellation or renewal of such forward exchange contract is also recognised as income or expense for the period.
1.08 Government Grants and Subsidies
Business
Review
Grants and subsidies from the government are recognised when there is reasonable assurance that
(a) the Company will comply with all the necessary conditions attached to them; and
(b) the grant/subsidy will be received.
When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit
and loss over the periods necessary to match them with the related costs, which they are intended to compensate.
Where the grant relates to a specific Fixed Asset, the same is shown as a deduction from the gross value of the asset
concerned in arriving at its book value and accordingly the depreciation is provided on the reduced book value.
1.09 Employee Benefits

a) Gratuity
Directors
Report
The Employee's Gratuity Fund Scheme, which is defined benefit plan, is managed by Trust maintained with Life
Insurance Corporation of India (LIC) and Bajaj Allianz Life Insurance Company Limited. The liabilities with respect
to Gratuity Plan are determined by actuarial valuation on projected unit credit method on the balance sheet date,
based upon which the Company contributes to the Group Gratuity Scheme. The difference, if any, between the
actuarial valuation of the gratuity of employees at the year end and the balance of funds with Life Insurance
Corporation of India and Bajaj Allianz Life Insurance Company Limited is provided for as assets/ (liability) in the
books. Actuarial gains/ (losses) for defined benefit plans are recognised in full and are immediately taken to the
statement of profit and loss and are not deferred.
b) Provident fund
Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to provident
and Analysis
fund are made in accordance with the relevant scheme and are charged to the statement of profit and loss for
the year when contribution are due. The Company has no obligation, other than the contribution payable to the
provident fund. The Company recognises contribution payable to the provident fund scheme as an expenditure,
when an employee renders the related services.
c) Compensated Absences
Accumulated leaves which is expected to be utilised whithin next 12 months is treated as short term employee
benefit. The Company measures the expected cost of such absences as the additional amuont that it expects to
pay as a result of the unused entitlement and discharge at the year end.
1.10 Employee Stock Option Schemes
Employees (including senior executives) of the Company receive remuneration in the form of share based payment Report
transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions).
In accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
and the Guidance Note on Accounting for Employee Share-based Payments, the cost of equity-settled transactions is
measured using the intrinsic value method. The cumulative expense recognized for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and the Companys best
estimate of the number of equity instruments that will ultimately vest. The expense or credit recognized in the Statement
of Profit and Loss for a period represents the movement in cumulative expense recognized as at the beginning and end
of that period and is recognized in employee benefit expenses.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense
Statements
Financial
as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized
for any modification that increases the total intrinsic value of the share-based payment transaction, or is otherwise
beneficial to the employee as measured at the date of modification.
The Employee stock option scheme is administered through Havells Employee Welfare Trust.
107
1.11 Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is
recognised:
a) Sale of goods
Revenue from sale of goods is recognised when all the significant risks and rewards of ownership of the goods have
been passed to the buyer and no significant uncertainty exists regarding the amount of consideration that will be
derived from the sale of goods. Sales are recorded net of returns and trade discount. The Company collects sales
tax and value added tax (VAT) on behalf of the Government and, therefore, these are not economic benefits flowing
to the Company and hence are excluded from revenue. Excise duty is deducted from revenue (gross) to arrive at
revenue from operations (net). Sales do not include inter-divisional transfers.
b) Services
Revenue from service related activities is recognised using the proportionate completion method.
c) Export incentives
Export incentives under various schemes notified by the Government have been recognised on the basis of
their entitlement rates in accordance with the Foreign Trade Policy 2015-20 (FTP 2015-20). Benefits in respect
of advance licences are recognised when there is reasonable assurance that the Company will comply with the
conditions attached to them and incentive will be received.
d) Interest
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the
applicable interest rates.
e) Claims
Claims are recognised when there exists reasonable certainty with regard to the amounts to be realised and the
ultimate collection thereof.
1.12 Segment Reporting

Identification of segments
The Companys operating businesses are organised and managed separately according to the nature of products and
services provided, with each segment representing a strategic business unit that offers different products and serves
different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the
Company operates.
Allocation of common costs

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the
total common costs.
Unallocated items
Unallocated items include general corporate income and expense items which are not allocated to any business
segment.
Segment accounting policies

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and
presenting the financial statements of the Company as a whole.
1.13 Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. The weighted average number of equity
shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share
split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding,
without a corresponding change in resources.
108
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all
potentially dilutive equity shares.
1.14 Taxes on Income
Business
Review
Tax expense for the year comprises of current tax and deferred tax.
a) Current Tax
i) Current income tax is measured at the amount expected to be paid to taxation authorities in accordance with
the Income Tax Act, 1961 and the Income Computation and Disclosure Standards (ICDS) enacted in India by
using tax rates and the tax laws that are enacted at the reporting date. The Company is eligible for deduction
under section 80-IC of Income Tax Act, 1961 in respect of income of units located in Special Category of
States.
ii) Minimum Alternate Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The
Company recognises MAT credit available as an asset only to the extent that there is convincing evidence
Directors
that the Company will pay normal income tax during the specified period, i.e. the period for which MAT credit
Report
is allowed to be carried forward. In the year in which the Company recognises MAT credit as an asset in
accordance with the 'Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax
under the Income-tax Act, 1961', the said asset is created by way of credit to the statement of profit and loss
and shown as MAT Credit Entitlement under loans and advances. The Company reviews the MAT credit
entitlement asset at each reporting date and writes down the asset to the extent the Company does not have
convincing evidence that it will pay normal tax during the specified period.
b) Deferred Tax
Deferred income tax reflect the impact of timing differences between taxable income and accounting income
originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured
and Analysis
using the tax rates and the tax laws those are enacted or substantively enacted at the reporting date.
Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are recognised and
carried forward only to the extent that there is reasonable certainty that sufficient future taxable income will be
available against which such deferred tax assets can be realised. In situations, where the Company has unabsorbed
depreciation or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that
there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.
Deferred tax assets and deferred tax liabilities are off-set , if a legally enforceable right exists to set-off current tax
assets against current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to taxes on income
levied by the same governing taxation laws.
In the situations, where the Company is entitled to a tax holiday under the Income-tax Act, 1961, no deferred tax Corporate Governance
asset/ (liability) is recognised in respect of timing differences which are reversible during the tax holiday period, Report
to the extent the Companys gross total income is subject to the deduction during the tax holiday period as per
taxation laws. Deferred tax, in respect of timing differences which are reversible after the tax holiday period, is
recognised in the year in which the timing differences originate. However, the Company restricts recognition of
deferred tax assets to the extent that it has become reasonably certain or virtually certain supported by convincing
evidence, as the case may be, that sufficient future taxable income will be available against which such deferred tax
assets can be realised. For recognition of deferred taxes, the timing differences which originate first are considered
to reverse first.
The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the
carrying amount of deferred tax asset to the extent that it is no longer virtually certain that sufficient future taxable
Statements
income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the
Financial
extent that it becomes virtually certain that sufficient future taxable income will be available.
1.15 Impairment of Assets

The Company assesses at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the assets
109
recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) net
selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to
its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such
transactions can be identified, an appropriate valuation model is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of
profit and loss. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining
useful life.
1.16 Leases
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are
classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and
loss on a straight line basis over the lease term.
1.17 Borrowing Costs

Borrowing cost includes interest and amortisation of ancillary costs incurred in connection with the arrangement of
borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an
adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective
asset. All other borrowing costs are recognised as expense in the period in which they occur.
1.18 Provisions and Contingent Liabilities

Provisions
A provision is recognised when the Company has a present obligation as a result of past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on
the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting
date and adjusted to reflect the current best estimates.
Provisions for warranty

Product warranty costs are accrued in the year of sale of products, based on past experience. The Company periodically
reviews the adequacy of product warranties and adjust warranty percentage and warranty provisions for actual
experience, if necessary. The timing of outflow is expected to be with in one to two years.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present
obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases, where there is a liabilty that cannot be recognised
because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence
in the financial statements.
1.19 Cash and Cash Equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term
investments with an original maturity of three months or less.
1.20 Exceptional Items

Exceptional items are transactions which due to their size or incidence are seperately disclosed to enable a full
understanding of the Company's financial performance. Items which may be considered exceptional are significant
restructuring charges, gains or losses on disposal of investments of subsidiaries, write down of inventories and significant
disposal of fixed assets.
110
Notes to financial statement
2 SHARE CAPITAL
Business
Review
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
a) Authorised
100,05,00,000 equity shares of ` 1/- each (Previous Year 100,05,00,000 100.05 100.05
equity shares of ` 1/- each)
Issued, subscribed and fully paid-up
62,45,87,780 equity shares of ` 1/- each (Previous Year 62,44,88,035 equity 62.46 62.45
shares of ` 1/- each)
Less: Investment held by ESOP Trust 41,960 equity shares of ` 1/- each 0.00 0.01
(Previous Year 1,30,225 equity shares of ` 1/- each))
Directors
Report
b) Reconciliation of the shares outstanding at the beginning and at the end of the year
March 31, 2016 March 31, 2015

No. of Shares ` in Crores No. of Shares ` in Crores
At the beginning of the year 62,44,88,035 62.45 62,41,03,755 62.41
Add: Equity shares issued under ESOP / 99,745 0.01 3,84,280 0.04
ESPP
Outstanding at the end of the year 62,45,87,780 62.46 62,44,88,035 62.45
Less : Investment held by ESOP Trust 41,960 0.00 1,30,225 0.01
and Analysis
62,45,45,820 62.46 62,43,57,810 62.44
c) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 1/- per share (previous year ` 1/- per
share). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in
Indian rupees. The Board of Directors at its meeting held on February 3, 2016 declared an Interim (Special) Dividend of
` 3/- per equity share of ` 1/- each. A final dividend of ` 3/- per share of ` 1/- each (previous year ` 3/- per share of
` 1/- each) has been recommended by the Board subject to approval of shareholders in the ensuing Annual
General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of
the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
Report
shares held by the shareholders.
d) Details of shareholders holding more than 5% shares in the Company is set out below (representing legal and
beneficial ownership):
Name of the shareholder As at March 31, 2016 As at March 31, 2015
No. of shares % holding No. of shares % holding
Smt. Vinod Gupta* 6,63,54,240 10.63 6,63,54,240 10.63
Shri Surjit Kumar Gupta 3,26,50,800 5.23 3,26,50,800 5.23
QRG Enterprises Limited 18,98,58,880 30.40 18,98,58,880 30.40
Ajanta Mercantile Limited 6,87,41,660 11.01 6,87,41,660 11.01
Nalanda India Equity Fund Limited 3,30,44,930 5.29 3,30,44,930 5.29
Statements
Financial
* Shareholding of Smt. Vinod Gupta includes 1,33,20,000 Equity shares of ` 1/- each (Previous Year 1,33,20,000 equity shares of
` 1/- each) for and behalf of M/s Guptajee & Company, a firm in which she is a partner and 1,35,84,000 equity shares as a legal heir
which are under process of transmission.
e) Shares reserved for issue under Stock Option

Nil equity shares (Previous year 90,550 equity shares of ` 1/- each) are reserved for the issue under Employees Stock
Option Plan (ESOP) of the Company.
111
f) Aggregate number of shares issued as fully paid up pursuant to contract without payment being received
in cash or by way of bonus shares during the period of five years immediately preceding the date of
Balance Sheet:
March 31, 2016 March 31, 2015
No. of shares No. of shares
Face value of ` 1/- Face value of ` 1/-
Equity shares allotted as fully paid-up pursuant to contracts for 1,10,95,000 1,10,95,000
consideration other than cash.
Equity shares allotted as fully paid up bonus shares by capitalisation of 31,19,37,030 31,19,37,030
securities premium reserve and general reserve.
Equity shares issued under the Employee Stock Option Plan as part 3,32,969 2,33,130
consideration for services rendered by employees
3 RESERVES AND SURPLUS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
a) Capital Reserve 7.61 7.61
b) Securities Premium Account
As per the last balance sheet 11.63 3.09
Add: Addition on equity shares issued under ESOP /ESPP 2.92 8.54
14.55 11.63
Less: Investment held by ESOP Trust (0.56) (1.75)
13.99 9.88
c) General Reserve
As per last balance sheet 677.29 630.79
Add: Transfer from surplus as per the statement of profit and loss 71.55 46.50
748.84 677.29
d) Surplus as per the statement of profit and loss
As per last balance sheet 1,618.57 1,429.04
Less : Adjustment related to transitional provision as per Schedule II of the - (3.42)
Companies Act, 2013
Add : Profit for the year 715.35 464.94
2,333.92 1,890.56
Less Appropriations :
Interim (Special) dividend of ` 3/- per share of ` 1/- each (187.38) -
(Previous year ` Nil per share of ` 1/- each)
Proposed final equity dividend of ` 3/- per share of ` 1/- each (187.38) (187.35)
(Previous year ` 3/- per share of ` 1/- each)
Dividend for previous years (0.03) -
Corporate dividend tax (76.30) (38.14)
Transferred to general reserve (71.55) (46.50)
Net surplus in the statement of profit and loss 1,811.28 1,618.57
Total Reserves and Surplus 2,581.72 2,313.35
4 LONG TERM BORROWINGS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Term loans from banks (secured)
External commercial borrowings {refer point (a)} - 41.73
- 41.73
a) External commercial borrowing is from HSBC Bank (Mauritius) Limited. The said loan is repayable in 12 equal
quarterly instalments of ` 11.06 crores (USD 16,66,667) starting from 26th April, 2014 carrying an interest rate of
LIBOR + 195 bps per annum, and is secured by way of:
i) first charge on movable fixed assets acquired out of the said loan and
ii) equitable mortgage over land and building situated at Plot no. 2A, sector 10, BHEL Industrial Estate, Haridwar,
Uttarakhand.
b) Current maturities of long term borrowings are ` 44.22 crores (Previous Year ` 41.73 crores).
112
5 DEFERRED TAX LIABILITIES (NET)
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Deferred tax liability
Business
Review
On account of difference in rates and method of depreciation of fixed assets 91.68 83.08
Others 1.99 2.48
Gross deferred tax liability 93.67 85.56
Deferred tax asset
On account of expenditure charged to the statement of profit and loss but 7.76 9.39
allowed for tax purposes on payment basis
On account of provision for doubtful trade receivables and other provisions 3.08 26.29
Others 7.92 6.51
Gross deferred tax asset 18.76 42.19
Deferred tax liability (Net)
At the end of year 74.91 43.37
Adjustment related to transitional provision of Schedule II as per the Companies - (1.76)
Directors
Act, 2013
Report
For the year 31.54 (6.61)
The company has not recognised Deferred tax assets in respect of long term capital losses amounting to ` 265.54 crores, due to
absence of virtual certainty supported by convincing evidences that sufficient future taxable income will be available against which
such deferred tax assets can be realised.
6 OTHER LONG TERM LIABILITIES

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Retention money and security deposits 3.82 0.72
ESOP / ESPP compensation payable 0.31 0.64
and Analysis
4.13 1.36
7 LONG TERM PROVISIONS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Product warranties {refer note no. 10(a)} 6.61 4.78
6.61 4.78
8 TRADE PAYABLES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Trade payables Report
Total outstanding dues of creditors other than micro and small enterprises 403.93 362.96
436.33 394.52
a) Trade payables include acceptances of ` Nil (previous year ` 25.83 crores).
b) Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED
Act) for the year ended March 31, 2016 is given below. This information has been determined to the extent such parties have been
identified on the basis of information available with the Company.
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Statements
i) Principal amount and interest due thereon remaining unpaid to any

Financial
supplier covered under MSMED Act:

Principal 32.40 31.56
Interest - -
ii) The amount of interest paid by the buyer in terms of section16, of the - -
MSMED Act, 2006 along with the amounts of the payment made to the
supplier beyond the appointed day during each accounting year.
113
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
iii) The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under MSMED Act.
iv) The amount of interest accrued and remaining unpaid at the end of each - -
accounting year.
v) The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act, 2006
The total dues of Micro and Small Enterprises which were outstanding for more than stipulated period are ` Nil
(Previous year ` Nil) as on balance sheet date.
9 OTHER CURRENT LIABILITIES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Current maturities of long-term borrowings {refer note no. 4(b)} 44.22 41.73
Interest accrued but not due on borrowings 0.18 0.32
Unpaid dividend {refer point (a)} 2.44 0.99
Creditors for capital goods 13.97 13.49
ESOP / ESPP Compensation payable 1.80 1.90
Other payables
Sales incentives payable 140.30 120.57
Trade deposits 28.83 25.25
Advances and progress payments from customers 9.49 9.53
Excise duty payable {refer point (b)} 15.65 12.12
Other statutory dues payable 61.07 47.40
Claims payable - 69.69
Other liabilities
Payable for services 27.31 40.42
Payable to banks against receivable buyout facilities 91.74 74.72
Retention money 3.81 5.58
440.81 463.71
a) Investor Education and Protection Fund is being credited by the amount of unclaimed dividend after seven years from
the due date. The Company has transferred ` 0.04 crore (previous year ` 0.03 crore) out of unclaimed dividend pertaining
to the financial year 2007-08 to Investor Education and Protection Fund of Central Government in accordance with the
provisions of section 205C of the Companies Act,1956.
b) The Company has made a provision of excise duty payable amounting to ` 15.65 crores (previous year ` 12.12 crores)
on stocks of finished goods and scrap material at the end of the year except units which are exempt from excise duty.
Excise duty is considered as an element of cost at the time of manufacture of goods.
10 SHORT TERM PROVISIONS
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
i) Provision for employee benefits
Gratuity {refer note no 31 (7)} 11.72 10.78
11.72 10.78
ii) Other provisions
Product warranties {refer point (a)} 59.40 48.16
Litigations {refer point (b)} 20.29 13.69
Proposed equity dividend {refer point (c)} 187.38 187.35
Corporate Dividend tax 38.15 38.14
Income Tax (net of advance tax and TDS) 70.71 25.41
Wealth Tax - 0.06
375.93 312.81
387.65 323.59
114
a) Provision for warranties
A provision is recognised for expected warranty claims and after sales services on products sold during the last one to
two years, based on past experience of the level of repairs and returns. It is expected that significant portion of these
costs will be incurred in the next financial year and all will have been incurred within two years after the reporting date.
Assumptions used to calculate the provisions for warranties were based on current sales levels and current information
Business
Review
available about returns based on one to two years warranty period for all products sold. The table below gives information
about movement in warranty provisions.
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
At the beginning of the year 52.94 41.45
Arising during the year 95.34 80.81
Utilized during the year (82.27) (69.32)
At the end of the year 66.01 52.94
Directors
Report
Current portion 59.40 48.16
Non-current portion (refer note no. 7) 6.61 4.78
b) Provision for litigations {Refer Note No. 30(C)}

i) During the financial year 2010-11, the Central Excise Department, Jalandhar raised a penalty demand for
` 0.10 crore (previous year ` 0.10 crore) towards differential excise duty on finished goods sold by the branches
at higher selling price. The Company is contesting the same before the Central Excise and Service Tax Appellate
Tribunal (CESTAT). A provision of ` 0.10 crore (previous year ` 0.10 crore) has been made towards the liability on
this account.
ii) The Company has challenged the constitutional validity of Entry Tax in Rajasthan, Himachal Pradesh, Orissa
and Analysis
and West Bengal. The cases are pending before the Hon'ble High Courts in the state of Himachal Pradesh,
Orissa and West Bengal and Hon'ble Supreme Court in respect of state of Rajasthan. During the year
2015-16, a provision of ` 6.66 crores (previous year ` 6.32 crores) has been made on this account and the liability
as on March 31, 2016 is ` 20.17 crores (previous year ` 13.51 crores).
iii) A demand of ` 0.03 crore (previous year ` 0.03 crore) was raised by the Income Tax Department for the financial year
2003-04. The same is being contested before the Hon'ble Income Tax Appellate Tribunal. However, the Company
expects the liability of ` 0.02 crore (previous year ` 0.02 crore) and the provision has been made accordingly.
The table below gives information about movement in litigation provisions:
(` in Crores)
As at As at Report
March 31, 2016 March 31, 2015
Utilized during the year - (0.02)
Unused amount reversed during the year (0.06) -
Non-current portion - -
Statements
Financial
c) Provision for dividend

The Board of Directors has recommended a final dividend of ` 3 per share of ` 1/- each (previous year of ` 3/- per share
of ` 1/- each). The payment of final dividend is subject to the approval of the shareholders in the ensuing Annual General
Meeting of the Company.
115
116
11 FIXED ASSETS
(` in Crores)
Sl. Description GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK
No. As at Additions Sales during As at Upto last For the year Set-off from Sales during To date As at As at
April 1, 2015 during the the year March year Retained the year March March 31,
year 31, 2016 Earnings 31,2016 2015
a) Tangible
1 Industrial land
Freehold 27.42 - - 27.42 - - - - - 27.42 27.42
Leasehold 76.80 - - 76.80 3.00 1.00 - - 4.00 72.80 73.80
2 Buildings 437.47 40.25 0.22 477.50 66.15 13.59 - 0.12 79.62 397.88 371.32
3 Leasehold Improvements 2.19 3.50 - 5.69 0.19 0.35 - - 0.54 5.15 2.00
4 Plant and machinery 511.78 79.29 6.02 585.05 160.71 40.19 - 2.59 198.31 386.74 351.07
5 Dies and tools 78.17 23.39 3.97 97.59 25.84 13.27 - 3.02 36.09 61.50 52.33
6 Furniture and fixtures 41.55 5.45 0.74 46.26 15.18 4.38 - 0.50 19.06 27.20 26.37
7 Vehicles 12.16 0.48 0.49 12.15 4.05 1.45 - 0.43 5.07 7.08 8.11
8 R & D Equipments 17.86 1.57 0.06 19.37 6.09 1.27 - 0.05 7.31 12.06 11.77
9 Office Equipments 52.07 9.01 7.46 53.62 30.94 7.91 - 6.77 32.08 21.54 21.13
10 Electric fans and installations 48.44 6.15 0.09 54.50 17.55 5.75 - 0.07 23.23 31.27 30.89
Total tangible assets 1,305.91 169.09 19.05 1,455.95 329.70 89.16 - 13.55 405.31 1,050.64 976.21
Previous year 1,141.90 172.09 8.08 1,305.91 244.89 84.46 5.18 4.83 329.70 976.21 897.01
b) Intangible Assets
1 Computer Software 18.74 4.52 0.01 23.25 11.38 2.73 - - 14.11 9.14 7.36
2 Technical know-how 0.51 - - 0.51 0.50 - - - 0.50 0.01 0.01
3 R & D Software 1.74 0.78 - 2.52 0.52 0.33 - - 0.85 1.67 1.22
Total intangible assets 20.99 5.30 0.01 26.28 12.40 3.06 - - 15.46 10.82 8.59
Previous year 18.55 2.44 - 20.99 9.35 3.05 - - 12.40 8.59 9.20
c) Capital Work in Progress 22.13 19.79 21.43 20.49 - - - - 20.49 22.13

Previous year 27.78 22.01 27.66 22.13 - - - - 22.13 27.78
d) Assets held for sale - tangible - - 0.10 0.39

e) Total Tangible Assets (a+d) 1,305.91 169.09 19.05 1,455.95 329.70 89.16 - 13.55 405.31 1,050.74 976.60
Previous year 1,141.90 172.09 8.08 1,305.91 244.89 84.46 5.18 4.83 329.70 976.60 897.08
Total-Current Year 1,349.03 194.18 40.49 1,502.72 342.10 92.22 - 13.55 420.77 1,082.05 1,007.32
Previous year 1,188.23 196.54 35.74 1,349.03 254.24 87.51 5.18 4.83 342.10 1,007.32 934.06
Notes: 1 Freehold land includes land amounting to ` 0.10 crore located at Narela Industrial Area in respect of which possession has not been given by authority.
2 The title deed in respect of freehold land & building amounting to ` 17.17 crores at Badli is yet to be executed.
3 Buildings include ` 0.03 crore being the cost of premises purchased at Leonard Road, Bangalore, title deed in respect of which has not been executed as yet.
4 The machineries retired from active use and held for disposal are classified as assets held for sale.
Details are as under :
Current year : Gross Block ` 0.94 crore, Accumulated depreciation ` 0.41 crore, Loss ` 0.43 crore and Net Block ` 0.10 crore
Previous year: Gross Block ` 2.19 crores, Accumulated depreciation ` 1.31 crores, Loss ` 0.49 crore and Net Block ` 0.39 crore.
12 NON-CURRENT INVESTMENTS
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Trade investments (valued at cost unless stated otherwise)
Business
Review
Unquoted Equity Instruments
(a) Investments in Subsidiaries
Havells Holdings Limited {refer note no. 31(1)(a)(i) & (b)} 249.62 980.89
3,17,61,072 (Previous year 12,48,11,912) Ordinary Shares of 1 GBP each fully
paid up
Promptec Renewable Energy Solutions Private Limited {refer note no. 31(2)(a)} 29.12 -
13,49,206 (Previous year Nil) Equity Shares of ` 10/- each fully paid up
Havells Exim Limited {refer note no. 31(1)(a)(ii)} - 0.00
Directors
Nil (Previous year 1,000) Equity Shares of 1 Hong Kong Dollars each fully
Report
paid up
(b) Investments in Joint Venture
Jiangsu Havells Sylvania Lighting Co., Limited {refer note no. 31(2)(b)} 30.87 30.87
(50% contribution in paid in capital)
Aggregate amount of unquoted investments 309.61 1,011.76
Non Trade investments (valued at cost unless stated otherwise)

Quoted Investment in Bonds
15,00,000, 7.35% 15 year Tax Free, Secured Redeemable Non Convertible 150.66 -
and Analysis
Bonds of face value ` 1000/- each of National Highway Authority of India
(Aggregate market value of quoted Investment is ` 156.00 crores)
(Previous year ` Nil)
Aggregate amount of Quoted Investments 150.66 -
460.27 1,011.76
13 LONG TERM LOANS AND ADVANCES

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Unsecured- considered good
Capital advances 10.15 5.84
Security deposits 11.32 9.47 Report
Minimum Alternate Tax credit entitlement 32.69 10.09

Prepaid expenses 0.33 0.50
Other deposits with Statutory/ Government authorities 18.75 20.87
73.24 46.77
14 OTHER NON-CURRENT ASSETS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Statements

Financial
Earnest money 0.36 0.36

Fixed deposits with banks having remaining maturity period of more than - 175.00
twelve months
Deposits held as margin money against bank guarantees 0.02 0.02
0.38 175.38
117
15 Current Investments
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Current portion of long term Investments (valued at lower of cost and fair
value)
Unquoted Equity instruments in Associate Company
Havells Exim Limited {refer note no. 31(1)(a)(ii)} 0.00* -
200 (Previous year Nil) Equity Shares of 1 Hong Kong Dollars each fully paid up
Aggregate amount of unquoted Investments 0.00 -
*Carrying value of investment is ` 1,160
16 INVENTORIES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Raw materials and components 180.30 182.50
Work in progress 64.89 44.39
Finished goods 403.94 319.50
Stock in trade (traded goods) 107.41 117.03
Stores and spares 11.08 8.97
Loose tools 0.81 1.02
Packing materials 12.00 11.64
Fuel and Gases 0.52 0.58
Scrap materials 3.41 4.09
784.36 689.72
The above includes goods in transit as under:
Raw material 22.65 12.06
a) Inventories other than scrap materials have been taken at lower of cost and net realisable value. (refer note no. 1.06)
b) The stocks of scrap materials have been taken at net realisable value.
17 TRADE RECEIVABLES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Outstanding due for a period exceeding six months from the date they
are due for payment
Unsecured, considered good 9.06 3.26
Unsecured, considered doubtful 8.84 6.19
17.90 9.45
Less: Provision for doubtful receivables 8.84 6.19
9.06 3.26
Other receivables
Unsecured, considered good* 148.58 129.25
Unsecured, considered doubtful - -
148.58 129.25
Less: Provision for doubtful receivables - -
148.58 129.25
157.64 132.51
* Trade receivables include ` 1.24 crores (previous year ` 17.71 crores) due from subsidiaries/stepdown subsidiary companies. {refer
note no. 31(11)(c)}
118
18 CASH AND BANK BALANCES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Business
Review
Cash credit accounts {refer note no. 31(4)} 46.85 55.79
Fixed Deposits having a original maturity period of less than three months
25.00 55.65
76.77 123.78
Unpaid dividend account* 2.44 0.99
Fixed Deposits accounts having a remaining maturity period more than three 1265.00 397.57
Directors
Report
months but less than twelve months
1,267.44 398.56
1,344.21 522.34
* The Company can utilise the balance only towards settlement of unclaimed dividend.
19. SHORT TERM LOANS AND ADVANCES

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Other loans and advances (unsecured, considered good)
and Analysis
Advances against material and services 10.09 7.96
Security deposits 1.88 2.55
Other advances 0.23 0.30
Balance with Statutory/ Government authorities:
Excise duty 2.65 0.86
Service tax 1.79 4.60
VAT 1.33 0.00
56.54 41.11 Report
20 OTHER CURRENT ASSETS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Unsecured, considered good
DEPB licences in hand 2.53 3.32
Statements
Financial
Claims and other receivables 6.54 5.29

Interest accrued on deposits 23.88 9.97
35.93 21.94
119
21 REVENUE FROM OPERATIONS
(` in Crores)
March 31, 2016 March 31, 2015
Sale of products
Finished goods 5,395.84 5,148.38
Traded goods 710.71 679.82
6,106.55 5,828.20
Less: Turnover discount, incentives and rebates 314.43 313.02
5,792.12 5,515.18
Sale of Services 0.12 -
Other operating revenues
Scrap sales 34.12 36.24
Export incentives 7.62 6.37
Revenue from operations (gross) 5,833.98 5,557.79
Details of products sold (gross)
Finished goods
Switchgears 1,316.45 1,304.38
Cables 2,553.65 2,485.33
Lighting and fixtures 586.45 595.83
Electrical consumer durables 939.29 762.84
5,395.84 5,148.38
Traded goods
Switchgears 97.42 102.55
710.71 679.82
6,106.55 5,828.20
22 OTHER INCOME
(` in Crores)
March 31, 2016 March 31, 2015
Interest income
Bank deposits 48.61 34.59
Bonds 2.38 -
Others 1.36 0.53
Miscellaneous income 7.56 4.86
Exchange fluctuation (net) - 7.95
Excess provisions no longer required written back 8.22 2.98
Provision for doubtful receivables written back 0.61 1.30
68.74 52.21
120
23 COST OF MATERIALS CONSUMED
(` in Crores)
March 31, 2016 March 31, 2015
Copper 900.73 919.12
Business
Review
Aluminium 431.32 418.73
General plastic 171.50 175.64
Paints and chemicals 204.87 172.76
Steel 113.84 105.51
Engineering plastic 54.79 53.14
Others 848.77 806.46
2,875.42 2,784.51
24 PURCHASE OF TRADED GOODS
Directors
(` in Crores)
Report
March 31, 2016 March 31, 2015
392.69 399.20
25 CHANGE IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE

(` in Crores)
Year ended Year ended (Increase)/
March 31, 2016 March 31, 2015 decrease
and Analysis
Inventories at the end of the year
Finished goods 403.94 319.50 (84.44)
Stock in trade (traded goods) 107.41 117.03 9.62
Work in progress 64.89 44.39 (20.50)
Scrap Material 3.41 4.09 0.68
579.65 485.01 (94.64)
Inventories at the beginning of the year
Finished goods 319.50 319.15 (0.35)
Stock in trade (traded goods) 117.03 99.28 (17.75)
Work in progress 44.39 57.56 13.17
Scrap materials 4.09 3.73 (0.36)
485.01 479.72 (5.29)
Report
(` in Crores)
March 31, 2016 March 31, 2015
Details of inventory at the end of the year
Finished Goods
Cables 139.55 113.57
403.94 319.50
Statements
Financial
121
(` in Crores)
March 31, 2016 March 31, 2015
Stock in trade (traded goods)
107.41 117.03
Work in progress
Cable 31.49 18.06
64.89 44.39
Details of inventory at the beginning of the year
Finished Goods
Cables 113.57 152.55
319.50 319.15
Stock in trade (traded goods)
117.03 99.28
Work in progress
Cables 18.06 27.99
44.39 57.56
26 EMPLOYEE BENEFIT EXPENSES

(` in Crores)
March 31, 2016 March 31, 2015
Salaries, wages, bonus, commission and other benefits 333.50 273.45
Contribution towards PF, Family Pension and ESI 17.59 13.91
Employee stock option expense {refer note no. 31(8)(c)} 1.70 3.73
Gratuity expense {refer note no. 31(7)} 11.72 11.02
Staff welfare expenses 11.76 10.61
376.27 312.72
27 FINANCE COSTS
(` in Crores)
March 31, 2016 March 31, 2015
Bank charges 2.35 1.92
Miscellaneous financial expenses 0.05 0.10
Exchange difference to the extent considered as an adjustment to borrowing 4.19 3.83
cost
12.60 17.57
122
28 DEPRECIATION AND AMORTISATION EXPENSES
(` in Crores)
March 31, 2016 March 31, 2015
Depreciation of tangible assets 89.16 84.46
Business
Review
Amortisation of intangible assets 3.06 3.05
92.22 87.51
29 OTHER EXPENSES
(` in Crores)
March 31, 2016 March 31, 2015
Consumption of stores and spares 36.67 33.35
Power and fuel 68.26 66.50
Job work charges 154.97 139.81
Increase/(decrease) in excise duty in inventory of finished goods and scrap 6.67 4.76
Directors
Report
Rent 41.97 39.19
Repairs and maintenance
Plant and machinery 14.77 12.42
Buildings 2.94 2.96
Others 17.06 10.34
Rates and taxes 1.71 1.17
Insurance 9.57 7.92
Trade mark fee and royalty 40.34 40.30
Travelling and conveyance 65.86 43.92
and Analysis
Communication expenses 9.91 8.00
Legal and professional charges 6.94 25.57
Payment to Auditors
As auditor:
Audit fee 1.20 1.20
Tax Audit Fee 0.05 0.05
Reimbursement of expenses 0.07 0.06
In other capacity 0.13 0.16
Contribution towards Corporate Social Responsibility 11.48 9.79
{refer note no. 31(9)}
Directors sitting fees 0.32 0.22
Exchange fluctuations (net) 1.38 - Report
Freight and forwarding expenses 191.67 183.65

Service tax and custom duty paid 18.85 14.59
Advertisement and sales promotion 178.83 154.99
Cash discount 58.56 52.69
Commission on sales 47.46 40.27
Product warranties and after sales services 95.34 80.81
Claims and damages - 27.69
Trade receivables factoring charges 29.42 25.60
Loss on sale/ discard of fixed assets (net) 3.32 1.56
Statements
Financial
Bad debts written off 0.58 0.61

Miscellaneous expenses 19.74 17.35
1,139.26 1,048.43
123
30 CONTINGENT LIABILITIES, COMMITMENTS AND LITIGATIONS
(` in Crores)
A Contingent liabilities (to the extent not provided for) 2015-16 2014-15
a Claims / Suits filed against the Company not acknowledged as debts 5.61 5.21
b Liability towards banks against receivable buyout facilities {refer point (i)} 132.50 106.30
c Bonds to excise department against export of excisable goods / purchase of 0.53 3.30
goods without payment of duty (to the extent utilised)
d Disputed tax liabilities in respect of pending cases before appellate authorities 100.42 100.80
{Amount deposited under protest ` 19.05 crores (previous year ` 20.65
crores)} {refer point (ii)}
e Demand raised by Uttarakhand Power Corporation Limited contested before 1.00 1.00
Hon'ble High Court of Uttarakhand, Nainital {Amount deposited under protest
` 1.00 crore (previous year ` 1.00 crore)}
f Custom duty payable against export obligation {refer point (iii)} 8.88 12.14
Notes:
i) a) The Company has availed Receivable Buyout facility from banks against which a sum of ` 438.35 crores (Previous year ` 418.77
crores) has been utilized as on the date of Balance Sheet and correspondingly, the trade receivables stand reduced by the said
amount. The Company has given maximum First Loss Default Guarantee of ` 84.50 crores (Previous Year ` 58.30 crores) against
the said facility and accordingly disclosed as contingent liability. A sum of ` 29.42 crores (previous year ` 25.60 crores) on account
of charges paid for this facility has been debited to the trade receivables factoring charges account.
b) The Company has arranged Channel Finance facility for its customers from banks against which a sum of ` 370.64 crores
(Previous year ` 371.94 crores) has been utilized as on the date of Balance Sheet. The Company has given maximum First Loss
Default Guarantee of ` 48 crores (Previous Year ` 48 crores) against the said facility and accordingly disclosed as contingent
liability.
ii) The various disputed tax litigations are as under:

(` in Crores)
Sl. Description Period to Disputed amount
which relates 2015-16 2014-15
a) Excise / Customs/ Service Tax
Show cause notices / demands raised by Excise and Custom 1994-96 19.41 30.21
department pending before various appellate authorities. to
2012-13
b) Income Tax
Disallowances / additions made by the income tax department 2003-04 40.26 42.33
pending before various appellate authorities. to
2011-12
c) Sales Tax/ VAT
Show cause notices / demands raised by Sales tax / VAT 2003-04 40.48 28.11
department pending before various appellate authorities to
2014-15
d) Others
Demand of local area development tax by the concerned 2001-02 0.12 0.12
authorities.
Demand of octroi alongwith penalty in the state of Maharashtra 2010-11 0.03 0.03
by the concerned authorities.
Demand of Advertisement Tax by Municipal Corporation of 2014-15 0.12 -
Indore, M.P.
100.42 100.80
The company is contesting the demands and the management, including its tax advisors, believe that its position will
likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax
demand raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse
effect on the company's financial position and results of operations.
Besides the above, show cause notices from various departments received by the Company have not been treated
as contingent liabilities since the Company has adequately represented to the concerned departments and does not
expect any liability on this account.
124
iii) a) The Company is under obligation to export goods worth ` 64.05 crores (Previous Year ` 68.39 crores) within
a period of eight years from the date of issue of EPCG licenses issued in terms of para 5.2 of Foreign Trade
Policy 2009-2014. As on the date of balance sheet, the Company has fulfilled the export obligation in respect of
which application for Export Obligation Discharge Certificates (EODC) will be filed with the Director General Foreign
Trade (DGFT) within the stipulated time. Custom duty payable against said obligation is ` 8.00 crores (previous year
Business
Review
` 8.55 crores).
b) The Company is under obligation to export goods worth ` 13.23 crores (previous year ` 55.48 crores) in respect of
duty free imports made by the Company against Advance Licenses. As on the date of balance sheet, the Company
has fulfilled the export obligation in respect of which application for Export Obligation Discharge Certificates (EODC)
will be filed with the Director General Foreign Trade (DGFT) within the stipulated time. Custom duty payable against
said obligation is ` 0.88 crore (previous year ` 3.59 crores).
(` in Crores)
B Commitments 2015-16 2014-15
a) Estimated amount of capital contracts remaining to be executed and 20.67 62.65
not provided for (net of advances)
Directors
b) Corporate Social Responsibility commitment to Ashoka University, 3.00 6.00
Report
Haryana.
23.67 68.65
C Other Litigations
The Company has some entry tax and other tax related litigations of ` 20.29 crores (previous year ` 13.69 crores) against
which liability has been assessed as probable and adequate provisions have been made with respect to the same. {refer
note no. 10(b)}
31 OTHER NOTES ON ACCOUNTS
1 a) The Board of Directors of the Company in their meeting held on December 10, 2015 has approved divestment plan
and Analysis
upto 100% in its subsidiaries/ step down subsidiaries, which is approved by the shareholders of the Company
through postal ballot on January 18, 2016, consequently following events happened:
i). During the year, Havells Holdings Limited, Isle of Man, a wholly owned subsidiary of the company, had entered
into a Share Purchase Agreement dated December 10, 2015 with INESA UK Limited a subsidiary of Shanghai
Feilo Acoustics Co. Ltd. (FEILO), a Company listed on Shanghai Stock Exchange for sale of 80% stake in its
wholly owned subsidiary Havells Malta Limited, Malta for a purchase consideration of Euro 138.40 million
(equivalent to ` 1,011.05 crores). Under the same agreement Havells Holdings Limited will continue to hold
100% stake in subsidiaries based in USA, Brazil, Chile and Thailand. Accordingly, Havells Malta Limited has
become an associate company and ceased to be a subsidiary company of Havells Holdings limited (wholly
owned subsidiary of the Company).
(ii). The Company has entered into a Share Purchase Agreement dated December 10, 2015 with Shanghai Feilo
Investment Limited (A subsidiary of Shanghai Feilo Acoustics Co. Ltd.) for the sale of 80% stake in its wholly
Report
owned subsidiary Havells Exim Limited, Hong Kong for a purchase consideration of ` 75.89 crores (Euro 10.40
million). Pursuant to aforesaid sale of Shares, the Company has received a sum of ` 75.89 crores (Euro 10.40
million) against sale on 800 Equity shares of Havells Exim limited.
The profit on sale of Long term Investment as aforesaid, amounting to ` 75.81 crores being the difference
between consideration received(net of expenses) and historical cost of investments has been disclosed as an
Exceptional item in accordance with the requirements of Accounting Standard -5 Net Profit or Loss for the
period, Prior Period items and Change in Accounting Policies (specified under section 133 of the Companies
Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014).
Subsequent to the above transaction, the Company holds 20% stake in Havells Exim Limited and therefore
Havells Exim Limited ceases to be the subsidiary of the Company and has become an Associate Company.
Statements
Financial
Further, pursuant to Share Purchase agreement with Shanghai Feilo Investment Limited (A subsidiary of Shanghai
Feilo Acoustics Co. Ltd), the Company is committed for the remaining 20% stake sale in Havells Exim Limited
i.e. 200 Equity Shares of HKD 1 each as the end of nine months from the date of transfer of the 80% stake for a
consideration of Euro 2.60 million subject to fulfillment of certain terms and conditions mentioned in the Share
Purchase Agreement. The Investment in Havells Exim Limited has been treated as Current Investments, held for
sale and disclosed accordingly.
125
b) Havells Holdings Limited, the wholly owned subsidiary of the Company, has in its meeting of Board of Directors
held on January 15, 2016 and March 26, 2016, approved redemption of 90,293,332 ordinary shares of GBP 1 each
and 2,772,167 ordinary shares of GBP 1 each respectively at a price of EURO 1.2626 per equity share based on the
fair value of the Company.
Pursuant to the aforesaid redemption, the Company has received a sum of ` 858.37 crores (Euro 117.50 million)
against redemption of 9,30,65,499 shares of Havells Holdings Limited. The profit on redemption of long term
Investments amounting to ` 126.58 crores has been disclosed as an Exceptional item in accordance with the
requirement of Accounting Standard -5 Net Profit or Loss for the period, Prior Period items and Change in
Accounting Policies (specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies
(Accounts) Rules, 2014).
c) Therefore, the total exceptional items disclosed in the statement of Profit and Loss is as under:
(` in Crores)
2015-16 2014-15
i) On account of profit on redemption of Equity Shares of Havells 126.58 -
Holdings Limited
ii) On account of profit on disposal of stake in Havells Exim Limited 75.81 -
202.39 -
2 a) The Company has acquired 51.18% stake in Promptec Renewable Energy Solutions Private Limited, having its
registered office at Bengaluru, Karnataka for a consideration of ` 29.12 crores (including Stamp Duty of ` 0.04
crore) as per the share subscription cum purchase agreement dated April 21, 2015 . The said Company is engaged
in marketing and manufacturing of LED products including street lighting, office lighting and solar lighting. By virtue
of this, Promptec Renewable Energy Solutions Private Limited has become a subsidiary of the Company with effect
from April 21, 2015.
b) The Company has entered into a Joint Venture agreement with 'Shanghai Yaming Lighting Co., Ltd., Shanghai,
China' on 26th December, 2011 for forming a Joint Venture Company for production of lighting lamps and lighting
accessories and sales / services of related products. Accordingly, a Company 'Jiangsu Havells Sylvania Lighting
Co., Ltd.' a Jointly Controlled Entity has been formed vide certificate of approval dated 13th February, 2012 issued
by the People's Government of Jiangsu Province, China. The Company has an investment of ` 30.87 crores (RMB
33.00 millions) {previous year ` 30.87 crores (RMB 33.00 millions)} towards 50% of capital contribution in the said
Joint Venture Company as on the date of balance sheet.
The Company's interest in Joint Venture is reported as a Non-Current Investment (refer note no. 12) and is stated at
cost. The disclosure in respect of Company's Joint Venture's assets and liabilities are given on the basis of audited
financial statements of the joint venture Company as at December 31, 2015.
Pursuant to Accounting Standard-27 Financial Reporting of Interests in Joint Ventures specified under section
133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014, disclosures in respect of
the said joint venture are given below:
Name of Joint Venture Description of Country of Proportion of Ownership interest

Interest Incorporation as at
December 31, December 31,
2015 2014
Jiangsu Havells Sylvania Jointly Controlled Entity Jiangsu Province, 50% 50%
Lighting Co., Ltd. China
126
The Company's share in each of the assets, liabilities, incomes and expenses (without elimination of the effect
of transaction between the Company and the Joint Venture) related to its interest in Joint Venture, based on the
Audited Financial Statements as at December 31, 2015 are as under:
(` in Crores)
Business
Review
2015 2014
i) Liabilities -
Current Liabilities
Trade Payables 19.60 14.75
Other Current Liabilities 0.29 0.00
Short Term Provisions 0.31 0.02
20.20 14.77
ii) Assets
Non-Current Assets
Fixed Assets
Tangible Assets 7.77 7.20
Capital Work in Progress 0.87 1.55
Directors
Deferred Tax Assets 0.05 -
Report
Long Term Loans and Advances - 1.73
8.69 10.48
Current Assets
Inventories 2.81 2.50
Trade Receivables 23.73 21.93
Cash and Bank Balances 18.25 10.80
Short Term Loans and Advances 2.35 3.11
47.14 38.34
55.83 48.82
iii) Income
Revenue from Operations (net of Excise duty) 61.52 61.49
and Analysis
Other Income 0.20 0.11
61.72 61.60
vi) Expenses
Cost of Materials Consumed 13.19 16.01
Purchase of Traded Goods 39.68 36.84
(Increase)/ Decrease in inventories (0.03) 0.14
Employee Benefit Expenses 2.43 1.40
Finance Cost 0.01 0.02
Depreciation and Amortisation 1.27 2.06
Other Expenses 2.83 2.96
59.38 59.43
v) Other Matters
Contingent Liabilities NIL NIL Report
Capital Commitments NIL NIL
3 During the year, the Company has capitalized the following pre operative expenses to the cost of tangible fixed assets,
being expenses related to projects and development of Dies and Fixtures. Consequently, expenses disclosed under the
respective notes are net of amounts capitalized by the Company.
(` in Crores)
2015-16 2014-15
Cost of Material Consumed 5.79 3.65
9.27 7.56
Statements
Financial
127
4 (a) The Company has availed working capital limits from banks under consortium of Canara Bank, IDBI Bank Limited,
State Bank of India, Standard Chartered Bank, ICICI Bank Limited, Yes Bank Limited and The Hongkong and
Shanghai Banking Corporation Limited.
(b) Working capital limits from consortium banks are secured by way of:
i) pari-passu first charge by way of hypothecation on stocks of raw materials, semi-finished goods, finished
goods, stores and spares, bill receivables, book debts and all movable and other current assets of the
Company.
ii) pari-passu first charge by way of equitable mortgage of land and building at 14/3, Mathura Road, Faridabad.
iii) pari-passu second charge by way of hypothecation of plant and machinery, generators, furniture and fixtures,
electric fans and installations.
(c) The Company has a debit balance in cash credit accounts as on the date of Balance Sheet (refer note no. 18).
5 The Company has incurred following expenditure on Research and Development during the year:
(` in Crores)
2015-16 2014-15
a) Revenue Expenditure
Cost of materials consumed 3.41 2.73
Employee benefit expenses 22.06 18.00
Rent 2.16 2.16
Legal and professional 0.04 0.24
Other expenses 2.93 1.74
33.42 26.20
b) Capital Expenditure
Tangible assets 1.52 1.77
2.30 2.43
The Research and Development facilities are located at the Head office, Noida and some other units of the company and
are approved by Department of Scientific and Industrial Research, Ministry of Science and Technology, Govt. of India.
The Company is entitled to a weighted deduction of 200% of the expenditure incurred at these units under section 35
(2AB) of the Income Tax Act, 1961
6 Foreign currency exposures recognised by the Company that have not been hedged by a derivative instrument or
otherwise are as under:
Currency Nature of Transaction Foreign Indian Rupees Foreign Indian Rupees

Currency Currency
GBP Import Trade Payables 0.00 0.05 - -
USD Export Trade Receivables $0.72 47.91 $0.63 39.58

Import Trade Payables $0.64 42.34 $0.52 32.54
Foreign currency loan from banks $0.67 44.22 $1.33 83.46
EURO Export Trade Receivables 0.00 0.01 - -

Import Trade Payables 0.06 4.31 0.01 0.60
JPY Import Trade Payables 0.42 0.25 0.27 0.14
7 Disclosures pursuant to Accounting Standard - 15 Employee Benefits (specified under section 133 of the Companies
Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014) are given below :
Contribution to Defined Contribution Plan, recognised as expense for the year is as under:
(` in Crores)
2015-16 2014-15
Employer's Contribution towards Provident Fund (PF) 17.18 13.46
Employer's Contribution towards Employee State Insurance (ESI) 0.41 0.45
17.59 13.91
128
Defined Benefit Plan
The employees' Gratuity Fund Scheme, which is a defined benefit plan, is managed by the trust maintained with Life Insurance
Corporation of India (LIC) and Bajaj Allianz Life Insurance Company Limited. Under the gratuity plan, every employee who has
completed atleast five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed year
of service. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method,
Business
Review
which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each
unit separately to build up the final obligation.
(` in Crores)
2015-16 2014-15
a) Reconciliation of opening and closing balances of Defined Benefit obligation
Defined Benefit obligation at beginning of the year 31.93 21.08
Interest Cost 2.51 1.58
Current Service Cost 5.80 4.00
Benefit paid (1.23) (1.85)
Actuarial (gain) / loss on obligation 5.59 7.12
Defined Benefit obligation at year end 44.60 31.93
Directors
Report
b) Reconciliation of opening and closing balances of fair value of plan assets
Fair value of plan assets at beginning of the year 21.16 16.32
Expected return on plan assets 1.94 1.57
Employer contribution 10.77 5.00
Actuarial gain / (loss) 0.24 0.11
Benefits paid (1.23) (1.85)
Fair value of plan assets at year end 32.88 21.15
c) Reconciliation of fair value of assets and obligations
Fair value of plan assets 32.88 21.15
and Analysis
Present value of obligation (44.60) (31.93)
Amount recognised in Balance Sheet- Asset / (Liability) (11.72) (10.78)
d) Expenses recognised during the year

Interest Cost on benefit obligation 2.51 1.58
Expected return on plan assets (1.94) (1.57)
Net Actuarial (gain) / loss recognised in the year 5.35 7.01
Net Cost debited to statement of profit and loss 11.72 11.02
e) Broad categories of plan assets as a percentage of total assets
Insurer managed funds 100% 100%
Report
f) Actuarial assumptions
Mortality Table (LIC) 2006-08 2006-08
(Ultimate) (Ultimate)
Discount rate (per annum) 8.00% 7.85%
Expected rate of return on plan assets (per annum) 7.50% 8.75%
Attrition Rate 5.00% 5.00%
g) Actual return on plan assets 2.18 1.67
h) Amounts for current and previous four periods:

Statements
Financial
2015-16 2014-15 2013-14 2012-13 2011-12

Present value of obligation 44.60 31.93 21.08 16.15 12.25
Fair value of plan assets 32.88 21.15 16.32 12.86 9.03
Surplus / (Deficit) (11.72) (10.78) (4.76) (3.29) (3.22)
Experience Adjustments of Plan Assets [Gain / (loss)] 5.59 7.13 1.97 1.62 1.02
Experience Adjustments of Obligation [Gain / (loss)] 1.03 3.96 2.06 0.80 1.26
129
i) The plan assets are maintained with Life Insurance Corporation of India (LIC) and Bajaj Allianze Life Insurance
Company Limited.
j)
The Company expects to contribute ` 12.00 crores (previous year ` 11.00 crores) to the plan during the next
financial year.
The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation,
seniority, promotion and other relevant factors including supply and demand in the employment market. The above
information is as certified by the Actuary.
The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition
of plan assets held, assessed risks, historical results of return on plan assets and the Company's policy for the plan
assets management.
8 Employee Stock Option Scheme

(a) The Company, vide special resolution passed by way of postal ballot on January 23, 2013, had approved Havells
Employees Stock Option Plan 2013 (ESOP 2013 or Plan) for granting Employees Stock Options in the form of
Equity Shares to eligible employees. The plan is administered by Havells Employees Welfare Trust (EW Trust)
under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company
(Committee) in compliance with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 and
other applicable provisions for the time being in force. The first grant date of the options under the approved ESOP
2013 Plan was April 8, 2013. The options are vested equally over a period of 2 years after the date of grant, and
the said options can be exercised any time within a period of 30 days from the date of vesting and will be settled
by way of equity shares in accordance with the aforesaid plan. Under the said scheme, the company had granted
45,939 options at ` 677/- per share and exercise price was ` 338.50 per share of ` 5 each (` 67.70 per share of
` 1/- each) which was sub-divided into equity shares from ` 5/- to ` 1/- per share. As of March 31, 2016, there are
no outstanding options in respect of this scheme.
Summary of Stock Options 2015-16 2014-15

Total No. of Weighted Total No. of Weighted
Stock Options average Stock Options average
exercise price exercise price
Options outstanding as on April 1, 2015 90,550 67.70 39,345 338.50
Sub-Division of Equity Shares from ` 5/- - - 1,96,725 67.70
to ` 1/- Per share (refer note no. 2)
Options granted during the year - - - 67.70
Options forfeited/lapsed during the year 2,285 67.70 8,135 67.70
Options exercised during the year 88,265 67.70 98,040 67.70
Options outstanding as on March 31, 2016 - - 90,550 67.70
Options vested but not exercised as Nil - Nil -
on March 31, 2016
The weighted average remaining contractual life for the stock option outstanding as at March 31, 2016 is Nil (previous
year 0.05 year).
The weighted average fair value of stock option granted during the year is ` Nil (previous year ` 237.48 per share).
The Black Scholes valuation model has been used for computing the weighted average fair value considering the
following inputs:
Particulars 2015-16 2014-15

Average risk free interest rate - 7.89%
Expected Life of options as on grant date - 2 years
Expected and Historical Volatility - 37.14%
Expected Dividend rate - 2.17%
130
The Company measures the cost of ESOP using the intrinsic value method. Had the Company used the fair value
model to determine the compensation, its profit after tax and earnings per share as reported would have changed to the
amounts indicated below:
Particulars 2015-16 2014-15
Profit after tax as reported 715.35 464.94
Business
Review
Add: ESOP cost using the intrinsic value method - 0.30
Less: ESOP cost using the fair value method - 1.05
Proforma profit after tax 715.35 464.19
Earnings Per Share
Basic
- As reported 11.45 7.45
- Proforma 11.45 7.44
Diluted
- Proforma 11.45 7.44
Directors
(b) The Company had, vide special resolution passed by way of postal ballot on 9th June, 2014 and by way of
Report
amendment to the Havells Employees Stock Option Plan 2013 (ESOP 2013 or Plan) included Part B - Havells
Employees Stock Purchase Plan 2014 and renamed the plan as Havells Employees Long Term Incentive Plan
2014 for granting Employees Stock Options in the form of Equity Shares to eligible employees. The purchase
price of the options was approved on April 15, 2015 under the supervision of the Nomination and Remuneration
Committee of the Board of Directors of the Company. The options were vested as on April 23, 2015 after the
grant date and in accordance with the terms and conditions of the plan, the said options were exercisable within
a period of 30 days from the date of vesting and settled by way of issue of equity shares. Accordingly during the
year, 99,745 Equity Shares of ` 1/- each were allotted to eligible employees at ` 293.90 per share. As per the
scheme, 50% of shares are under lock-in-period of one year and remaining 50% are under a lock-in-period of
two years.
and Analysis
Further, as per the scheme, the Company shall pay 50% of issue price for differential bonus shares to eligible
employees as exgratia / bonus for the said amount.
In respect of stock options granted pursuant to the Company's stock options scheme, the intrinsic value of the
options (excess of market price of the share over the exercise price of the option) is treated as expense and
accounted as employee compensation over the vesting period and will be paid in two equal instalments annually.
(c) The Company has debited an expense of ` 1.70 crores (previous year 3.73 crores) to the Statement of Profit and
Loss under Employee Stock Option Scheme during the financial year.
9 Corporate Social Responsibility
As per provisions of section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net
Report
profits of the preceding three financial years towards Corporate Social Responsibility (CSR). Accordingly, a CSR
committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. The
Company has contributed a sum of ` 11.48 crores (previous year ` 9.79 crores) towards this cause and debited the
same to the Statement of Profit And Loss . The funds are primary allocated to QRG foundation, a society registered
under section 12A of the Income Tax Act, 1961 for undertaking Mid-Day meal scheme, Ashoka University, sponsored by
International Foundation for Research and Education (IFRE) which is a Not for Profit Company incorporated under the
provisions of section 25 of the erstwhile Companies Act, 1956 for the promotion of education and to Vivekanand Ashram
for providing free education to underprivileged students.
10 Segment Reporting

The segment reporting of the Company has been prepared in accordance with Accounting Standard-17,
Statements
Financial
Segment Reporting (specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies
(Accounts) Rules, 2014).
131
Segment Reporting Policies
a) Identification of Segments:
Primary- Business Segment
The Company has identified four reportable segments viz. Switchgears, Lighting and fixtures, Cables and
Electrical Consumer Durables on the basis of the nature of products, the risk and return profile of individual
business and the internal business reporting systems. The products included in each of the reported business
segments are as follows:
(i) The switchgear segment comprises of domestic and the industrial switchgears, electrical wiring accessories,
industrial motors, pumps and capacitors.
(ii) The cable segment comprises of domestic cables and industrial underground cables.
(iii) The lighting and fixture segment comprises of energy saving lamps (CFL) and luminaries.
(iv) The electrical consumer durable segment comprises of fans, water heaters and domestic appliances.
Secondary- Geographical Segment

The analysis of geographical segment is based on geographical location of the customers.
b) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of
the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on
reasonable basis have been disclosed as Unallocated.
c) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax
related assets, borrowings and other assets and liabilities that can not be allocated to a segment on reasonable
basis have been disclosed as Unallocated.
(` in Crores)
2015-16 2014-15
(i) Primary- Business Segment
A. Revenue
Segment Revenue
Switchgears 1,286.09 1,279.02
Cables 2,208.07 2,190.42
Electrical consumer durables 1,141.11 1,028.30
Inter Segment Sale - -
Sales to External Customers 5,436.88 5,238.69
B. Results
Segment Results
Cables 314.59 265.69
1,299.51 1,159.52
Unallocated expenses net of income 575.11 495.70
Operating Profit 724.40 663.82
Finance Costs 12.60 17.57
Profit before tax and Exceptional Item 711.80 646.25
Exceptional Expenses 202.39 -
Profit before tax after Exceptional Item 914.19 646.25
Income tax expense 198.84 181.31
Profit after tax 715.35 464.94
132
(` in Crores)
2015-16 2014-15
C. Other Information
Segment Assets
Business
Review
Cables 579.06 458.27
1,919.09 1,730.05
Unallocated 2,075.53 1,918.80
3,994.62 3,648.85
Segment Liabilities
Cables 196.66 166.52
Directors
696.64 697.67
Report
Unallocated 653.80 575.39
1,350.44 1,273.06
Capital Expenditure
Cables 93.15 16.70
151.90 154.08
172.75 168.88
Depreciation and Amortisation Expenses
and Analysis
Cables 25.92 27.04
92.22 87.51
Non-cash expenses other than depreciation
Cables 1.42 0.75
3.22 0.93
Unallocated - -
Report
3.22 0.93
(ii) Secondary- Geographical Segments
Segment Revenue
The following is the distribution of Companys consolidated revenue by
geographical market, regardless of where the goods were produced.
Revenue-Domestic Market 5,162.73 4,905.17
Revenue-Overseas Market 274.15 333.52
5,436.88 5,238.69
Segment Assets
Within India 3,666.21 2,597.51
Outside India 328.41 1,051.34
Statements
Financial
3,994.62 3,648.85
Capital Expenditure
Within India 172.75 168.88
Outside India - -
172.75 168.88
133
11 Related party transactions
As per Accounting Standard-18, Related Party Disclosures specified under section 133 of the Companies Act 2013,
read with Rule 7 of Companies (Accounts) Rules 2014, related parties in terms of the said standard are disclosed below:
(A) Names of related parties and description of relationship :

(i) Related party where control exists
Subsidiary Companies Relationship
1 Havells Holdings Limited WOS
2 Promptec Renewable Energy Private Limited (w.e.f 15.05.2015) Subsidiary
Step Down Subsidiary Companies
1 Havells International Limited WOS of Havells Holdings Limited
2 Havells Sylvania (Thailand) Limited 49% held by Havells International Limited and 51%
held by Thai Lighting Asset Co. Ltd.
3 Havells Sylvania Brasil Illuminacao Ltd. WOS of Havells International Limited
4 Havells Sylvania Iluminacion (Chile) Ltd. WOS of Havells Holdings Limited
5 Havells USA Inc. WOS of Havells Holdings Limited
6 Thai Lighting Asset Co. Ltd.# 49% held by Havells International Limited #
(ii)
Related party where control exists upto December 31, 2015 (ceased to be Subsidiary Company w.e.f.
January 1, 2016)(Refer Note 31(1))
1 Havells Exim Limited WOS
2 Havells Malta Limited WOS of Havells Holdings Limited
3 Havell's Netherlands Holding B.V. WOS of Havells Malta Limited
4 Havell's Netherlands B.V. WOS of Havell's Netherlands Holding B.V.
5 SLI Europe B.V. WOS of Havell's Netherlands B.V.
6 Havells Sylvania Holdings (BVI-1) Ltd WOS of Havell's Netherlands B.V.
7 Flowil International Lighting (Holding) B.V. WOS of SLI Europe BV
8 Sylvania Lighting International B.V. WOS of SLI Europe BV
9 Guangzhou Havells Sylvania Enterprise Limited WOS of Flowil International Lighting (Holding) B.V.
10 Havells Sylvania Asia Pacific Limited WOS of Flowil International Lighting (Holding) B.V.
11 Havells Sylvania Sweden A.B. WOS of Flowil International Lighting (Holding) B.V.
12 Havells Sylvania Finland OY WOS of Flowil International Lighting (Holding) B.V.
13 Havells Sylvania Norway A.S. WOS of Flowil International Lighting (Holding) B.V.
14 Havells Sylvania Fixtures Netherlands B.V. WOS of Flowil International Lighting (Holding) B.V.
15 Havells Sylvania Lighting Belgium N.V. WOS of Flowil International Lighting (Holding) B.V.
16 Havells Sylvania Belgium B.V.B.A. WOS of Flowil International Lighting (Holding) B.V.
17 Havells Sylvania Lighting France S.A.S WOS of Flowil International Lighting (Holding) B.V.
18 Havells Sylvania France S.A.S. WOS of Havells Sylvania Lighting France SA
19 Havells Sylvania Italy S.P.A. WOS of Flowil International Lighting (Holding) B.V.
20 Havells Sylvania Portugal Lda WOS of Flowil International Lighting (Holding) B.V.
21 Havells Sylvania Greece A.E.E.E. WOS of Flowil International Lighting (Holding) B.V.
22 Havells Sylvania Spain S.A. WOS of Flowil International Lighting (Holding) B.V.
23 Havells Sylvania Germany Gmbh WOS of Flowil International Lighting (Holding) B.V.
24 Havells Sylvania Switzerland A.G WOS of Flowil International Lighting (Holding) B.V.
25 Havells Sylvania Argentina S.A. WOS of Sylvania Lighting International B.V.
26 Havells Sylvania N.V. WOS of Sylvania Lighting International B.V.
27 Havells Sylvania Colombia S.A. 71% held by Havells Sylvania Holdings BVI-1
Limited and 29% held by Havells Sylvania Holdings
BVI-2 Limited
28 Havells Mexico S.A. de C.V. WOS of Sylvania Lighting International B.V.
29 Havells Mexico Servicios Generales S.A.de CV WOS of Havells Mexico SA de CV
30 Havells Sylvania EI Salvador S.A. de C.V. WOS of Havells Sylvania Export N.V.
31 Havells Sylvania Guatemala S.A. WOS of Havells Sylvania Export N.V.
32 Havells Sylvania Costa Rica S.A. WOS of Havells Sylvania Export N.V.
134
33 Havells Sylvania Panama S.A. WOS of Havells Sylvania Export N.V.
34 Havells Sylvania Venezuela C.A. WOS of Havells Sylvania Colombia S.A.
35 Havells Sylvania Europe Limited WOS of Flowil International Lighting (Holding) B.V.
36 Havells Sylvania UK Limited WOS of Havells Sylvania Europe Limited
Business
37 Havells Sylvania Fixtures UK Limited WOS of Havells Sylvania Europe Limited
Review
38 Havells Sylvania Tunisia S.A.R.L. WOS of Flowil International Lighting (Holding) B.V.
39 Havells Sylvania Export N.V WOS of Sylvania Lighting International B.V.
40 Havells Sylvania Holdings (BVI-2) Ltd WOS of Havells Sylvania Holdings BVI-1 Limited
41 Havells Sylvania Dubai FZCO 83.33% held by Havells Sylvania Europe Limited
and 16.67% held by Flowil International Lighting
(Holding) B.V.
42 Havells Sylvania (Shanghai) Ltd WOS of Havells Sylvania Asia Pacific Limited
43 Havells Sylvania Peru S. A. C. WOS of Havells Sylvania Colombia S.A.
44 Havells Sylvania (Malaysia) Sdn. Bhd WOS of Havells Sylvania Asia Pacific Limited
45 Panama Americas Trading Hub SA WOS of Sylvania Lighting International B.V.
Directors
Report
46 Havells Sylvania Poland S.P.Z.O.O 99% held by Flowil International Lighting (Holding)
B.V. & 1% held by Havells Sylvania Europe Limited
47 Havells Sylvania TR Elektrik rnleri Ticaret Limited irketi 99.95% held by of Havells Sylvania Europe Ltd and
0.05 % held Havells Sylvania UK Ltd
48 PT Havells Sylvania Indonesia 74% held by Flowil Lighting International (Holding)
B.V. and 26% held by Havells Sylvania Thailand Ltd
49 Havells Sylvania South Africa Proprietary Limited WOS of Flowil International Lighting (Holding) B.V.
WOS refers to Wholly Owned Subsidiary
# Havells International Limited (WOS of Havells Holdings Limited) holds 49% equity interest in Thai Lighting Asset Co. Ltd. However
the said Company has majority representation on Board of Directors of the entity and and approval of the said Company is
and Analysis
required for all major operational decisions and the operations are solely carried out for the benefit of the Group. Based on facts
and circumstances, management determine that in substance the Group control this entity and therefore reported the same as
controlled entities.
(iii) Joint Venture

Jiangsu Havells Sylvania Lighting Co., Ltd 50% ownership interest held by Company.
(iv) Enterprises in which directors exercise significant influence (vi) Key Management Personnel
QRG Enterprises Limited
Shri Anil Rai Gupta, Chairman and Managing
Director
QRG Foundation Shri Surjit Kumar Gupta, Director
QRG Medicare Limited
Shri Rajesh Kumar Gupta, Director (Finance)
Report
and Group CFO
QRG Central Hospital and Research Centre Limited Shri Ameet Kumar Gupta, Director
QRG Corporate Services Limited
Shri Sanjay Gupta, Company Secretary
QRG Wellness LLP
Guptajee & Company
Ajanta Mercantile Limited
(QRG Investments and Holdings Limited w.e.f. May 4, 2016)
The Vivekananda Ashrama
Sylvania India Limited
(Reo Electricals Limited w.e.f. April 21, 2016)
Statements
Financial
(v) Associates (w.e.f. 01-01-2016)

Havells Exim Limited
Havells Malta Limited
135
(B) Transactions during the year
(` in Crores)
2015-16 2014-15
(i) Purchase of traded goods and stores and spares
Subsidiaries / Step down Subsidiaries
Havells Exim Limited 133.97 129.35
Promptec Renewable Energy Solutions Private Limited 22.90 -
Others 0.31 0.65
Joint Venture
Jiangsu Havells Sylvania Lightning Co.,Ltd 2.12 10.62
Associates
Havells Exim limited 25.10 -
184.40 140.62
(ii) Sale of products
Others 3.13 4.55
Associates
63.55 99.01
(iii) Commission on sales
Enterprises in which directors exercise significant influence
Guptajee & Company 7.50 7.64
(iv) Purchase of tangible fixed assets

Havells Sylvania Lighting Belgium N.V. - 0.11
(v) Rent/Usage Charges Paid

QRG Enterprises Limited 19.34 19.34
(vi) Miscellaneous Income (Service charges received)

Associates
0.38 0.34
(vii) Trade mark fees and Royalty
(viii) CSR Contribution

QRG Foundation 8.05 5.50
The Vivekananda Ashrama 0.33 0.25
8.38 5.75
(ix) Warranty Expenses
(x) Reimbursement of Expenses received

QRG Enterprises Limited - 0.01
1.48 0.68
136
(` in Crores)
2015-16 2014-15
(xi) Rent received
Business
Review
(xii) Dividend paid
Ajanta Mercantile Limited 41.24 13.75
Key Management Personnel

Shri Qimat Rai Gupta - 6.87
Shri Anil Rai Gupta 7.08 2.36
Shri Surjit Kumar Gupta 19.59 6.53
Directors
Report
Shri Ameet Gupta 0.94 -
Shri Rajesh Kumar Gupta 0.74 0.24
Shri Sanjay Gupta 0.00 -
194.83 71.49
(xiii) Investments in equity shares
Havells Holdings Limited 0.15 129.33
29.27 129.33
(xiv) Sale/Redemption of Investment
and Analysis
Havells Holdings Limited 858.37 -
Havells Exim Limited 75.89 -
934.26 -
(xv) Managerial remuneration
Shri Ameet Kumar Gupta 4.99 1.22
Shri Sanjay Gupta 0.51 0.42
23.73 24.78
Report
C Balances at the year end
(i) Amount Receivables
Havells Sylvania Europe Limited - 0.30
Havells Exim Limited - 17.17
Others 1.24 0.24
1.24 17.71
(ii) Amount Payables
Guptajee & Company 0.38 -
Statements

Financial
Havells Exim Limited - 18.39

Promptec Renewable Energy Solutions Pvt Ltd. 8.12 -
Others - 0.12
Joint Venture
Jiangsu Havells Sylvania Lightning Co.,Ltd 0.17 0.95
8.67 19.46
137
12 a) The Company has taken various residential/commercial premises under cancellable operating leases. These lease
agreements are normally renewed on expiry. There are no restrictions placed upon the Company by entering into
these leases and there are no subleases
b) The Company has also taken few commercial premises under non-cancellable operating leases. There are no
restrictions placed upon the Company by entering into these leases and there are no subleases. Normally there are
renewal and escalation clauses in these contracts. The total of future minimum lease payments in respect of such
leases are as follows:
(` in Crores)
2015-16 2014-15
(a) not later than one year 6.64 2.34
(b) later than one year and not later than five year 8.21 2.27
(c) later than five years - -
14.85 4.61
Lease payments recognised in the statement of profit and loss as rent expense 41.97 39.19
for the year
c) During the year, the Company has entered into a Memorandum of Understanding (MOU) to sublet a property
situated at Kasna, Noida. The agreement for such MOU is under process as at March 31, 2016.
13 Earnings Per Share

2015-16 2014-15
a) Basic earnings per share
Numerator for earnings per share
Profit after taxation (before adjustment of minority interest) 715.35 464.94
Denominator for earnings per share
Weighted number of equity shares outstanding during the period 62,45,76,061 62,41,70,729
Earnings per share-Basic (one equity share of ` 1/- each) 11.45 7.45
b) Diluted earnings per share
Profit after taxation 715.35 464.94
Earnings per share-Diluted (one equity share of ` 5/- each) 11.45 7.45
Weighted average number of equity shares outstanding in calculating basic EPS 62,45,76,061 62,41,70,729
Effect of Dilution :
Stock Option granted under ESOP NIL 65,113
Weighted average number of equity shares in calculating diluted EPS 62,45,76,061 62,42,35,842
14 CIF value of Imports

2015-16 2014-15
Traded goods 93.17 136.09
Machinery and other fixed assets 64.45 38.68
Spare parts & Consumables 2.81 2.41
R & D Equipments 0.00 0.06
522.74 520.13
15 Expenditure in foreign currency (on accrual basis)

2015-16 2014-15
Product warranty and after sales services 1.06 0.45
Legal and Professional charges 1.61 2.41
Others 2.37 0.76
7.33 6.46
138
16 Disclosure required under Section 186 (4) of the Companies Act, 2013.
(` in Crores)
Sr. No Particulars of Investments made Investment made Outstanding Balance
(i) Havells Holdings Limited 0.15 249.62
(ii) Jiangsu Havells Sylvania Lighting Limited - 30.87
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(iii) Havells Exim Limited - 0.00
(iv) Promptec Renewable Energy Solutions Pvt Ltd 29.12 29.12
17 Dividend to Non Resident shareholders (Amount remitted in Indian currency)
Paid during Paid during

2015-16 2014-15
Year to which relates 2014-15 2013-14
Type of Dividend Final Final
a) Number of non-resident shareholders 1730 918
b) Number of shares held 16,38,84,094 3,83,29,939
Directors
c) Face Value of Shares ` 1 /- Each ` 5 /- Each
Report
d) Amount of dividends (` in crores) 49.17 38.33
Year to which relates 2015-16 2014-15

Type of Dividend Interim Interim
a) Number of non-resident shareholders 1,957 -
b) Number of shares held 16,24,35,788 -
c) Face Value of Shares ` 1 /- Each -
d) Amount of dividends (` in crores) 48.73 -
and Analysis
18 Earnings in foreign currency (accrual basis)
(` in Crores)
2015-16 2014-15
F.O.B. value of exports * 246.33 295.83
Merchanting Trade Sales 0.20 0.49
*excluding export of ` 26.24 crores made through merchant exporters (previous year ` 20.81 crores)
19 Value of Imported/Indigenous raw materials and components/stores and spares consumed and percentage
thereof
2015-16 2014-15
(%) ` in crores (%) ` in crores Report
Raw materials consumed
Indigenous 87.33 2,511.17 87.94 2,448.75
Imported 12.67 364.25 12.06 335.76
100.00 2,875.42 100.00 2,784.51
Stores and Spares consumed
Indigenous 92.36 33.87 92.59 30.88
Imported 7.64 2.80 7.41 2.47
100.00 36.67 100.00 33.35
20 The Company's manufacturing units at village Gullarwala, Baddi Dist- Solan (Unit II) (H.P.) and two units of Haridwar
(Uttarakhand) are exempted from excise duty vide notification no. 49 and 50/2013 issued by Government of India,
Ministry of Finance, Department of Revenue, CBEC, New Delhi and profits are eligible for the deduction as per the
Statements
Financial
provisions under Section 80-IC of the Income Tax Act 1961.
21 MAT credit entitlement of ` 22.61 crores includes MAT credit amounting to ` 21.37 crores pertaining to previous years as
while filing return of income for the previous year, the Company has claimed the allowance to that extent. Accordingly,
the same has been adjusted in the books of accounts for current year.
139
22 Subsequent events
With respect to the earlier communication sent to the Stock Exchanges on January 4, 2013, QRG Enterprises Limited,
one of the promoter companies, has vide an Assignment Agreement dated May 9, 2016, completed the assignment of
the brand HAVELLS for electrical products, to the Company effective April 1, 2016.
23 The figures have been rounded off to the nearest crore of rupees upto two decimal places. The figure 0.00 wherever
stated represents value less than ` 50,000/-.
24 Previous year figures has been regrouped/reclassified wherever necessary to make them comparable with the current
year figures.
25 Note No.1 to 31 form integral part of the balance sheet and statement of profit and loss.

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140
Consolidated
Financial
Statements
141
INDEPENDENT AUDITORS REPORT

Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Havells India Limited (hereinafter referred to as
the Holding Company), its subsidiaries (the Holding Company and its subsidiaries together referred to as the Group) its
associates and joint controlled entities, comprising of the consolidated Balance Sheet as at March 31, 2016, the consolidated
Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information (hereinafter referred to as the consolidated financial statements).
Managements Responsibility for the Consolidated Financial Statements
The Holding Companys Board of Directors is responsible for the preparation of these consolidated financial statements in
terms with the requirement of the Companies Act, 2013 (the Act) that give a true and fair view of the consolidated financial
position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting
principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the
Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds
and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the
Directors of the Holding Company, as aforesaid.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting
the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our
audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified
under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditors judgment, including the assessment of the
risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control relevant to the Holding Companys preparation of the
consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by the Holding Companys Board of Directors, as well as evaluating the overall presentation
of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained
by the other auditors in terms of their reports referred to in paragraph (a) of the Other Matters below, is sufficient and
appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India of the consolidated state of affairs of the Group, , its associates and
jointly controlled entities as at March 31, 2016, their consolidated profit, and their consolidated cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
As required by section 143 (3) of the Act, we report, to the extent applicable, that:
(a) We / the other auditors whose reports we have relied upon have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated
financial statements;
142
(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the
financial statements have been kept so far as it appears from our examination of those books and reports of the other
auditors;
(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss, and consolidated Cash Flow Statement
dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the
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consolidated financial statements;
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2016
taken on record by the Board of Directors of the Holding Company and the reports of the auditors who are appointed
under Section 139 of the Act, of its subsidiary companies, associate companies and jointly controlled companies
incorporated in India, none of the directors of the Groups companies, its associates and jointly controlled companies
incorporated in India is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2)
of the Act.
(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting of
the Holding Company and its subsidiary companies, associate companies and jointly controlled companies incorporated
Directors
Report
in India, refer to our separate report in Annexure 1 to this report;
(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The consolidated financial statements disclose the impact of pending litigations on its consolidated financial
position of the Group, its associates and jointly controlled entities Refer Note 31(A)(a), (d), (e) and 31(C) to the
consolidated financial statements;
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts
Refer (a) Note 7 to the consolidated financial statements in respect of such items as it relates to the Group, its
and Analysis
associates and jointly controlled entities and (b) the Groups share of net profit/loss in respect of its associates;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Holding Company, its subsidiaries, associates and jointly controlled companies incorporated in India.
Other Matter
The accompanying consolidated financial statements include total assets of ` 337.41 crores as at March 31, 2016, and total
revenues and net cash outflows of ` 2,267.91 crores and ` 80.04 crores, respectively for the year ended on that date, in respect
of subsidiaries, and jointly controlled entities (collectively, the, Components), derived from the financial statements of those
Components, which have been incorporated outside India and prepared in accordance with accounting principles generally
accepted in their respective countries and have been audited by other auditors as per generally accepted auditing standards.
Such audited financial statements, other financial information and the auditors report(s) thereon have been furnished to us by
the holding Companys management. The holding companys management has converted the financial statements and other
financial information of the Components located outside India as aforesaid, from accounting principles generally accepted
Report
in their respective countries to accounting principles generally accepted in India. We audited the adjustments, which were
applied to prepare the 2016 consolidated financial statements, made by the Companys management to convert the financial
statements of these Components from accounting principles generally accepted in their respective countries to accounting
principles generally accepted in India. Our opinion on the consolidated financial statements, report in terms of sub-sections
(3) and (11) of Section 143 of the Act and matters stated under the section Other Legal and Regulatory Requirements
above, in so far as it relates to the aforesaid Components, is based solely on the reports of such other auditors. Our opinion
is not modified in respect of this matter.
Statements
Financial

Partner Partner
Place: Noida
Date : May 11, 2016
143
ANNEXURE 1 TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL
STATEMENTS OF HAVELLS INDIA LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(the Act)
We have audited the internal financial controls over financial reporting of Havells India Limited (hereinafter referred to as the
Holding Company) and its subsidiary companies, which are incorporated in India, as of March31,2016 in conjunction with
our audit of the consolidated financial statements of the Holding Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company, its subsidiary companies, which are incorporated in India, are
responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting
criteria established by the Holding Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the
Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required under the
Companies Act, 2013.
Our responsibility is to express an opinion on the Holding Company, its subsidiaries companies, which are incorporated in
India internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards
on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting
was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A companys internal financial control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorisations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised
acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
144
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that
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the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Holding Company, its subsidiaries companies, which are incorporated in India, have in all material respects,
an adequate internal financial controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria
established by the Holding Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Directors
Report
Partner Partner
Place: Noida
Date : May 11, 2016
and Analysis
Report
Statements
Financial
145
Consolidated Balance Sheet
as at March 31, 2016
(` in Crores)
Notes As at As at
March 31, 2016 March 31, 2015
I EQUITY AND LIABILITIES
1. Shareholders funds
Share capital 2 62.46 62.44
Reserves and surplus 3 2,495.44 1,755.74
2,557.90 1,818.18
2. Minority Interest 8.44 0.09
3. Non-current liabilities
Long-term borrowings 4 1.67 226.40
Deferred tax liabilities (net) 5 74.91 43.37
Other long-term liabilities 6 4.13 1.36
Long-term provisions 7 13.43 424.36
94.14 695.49
4. Current liabilities
Short-term borrowings 8 83.79 69.63
Trade payables 9
Total outstanding dues of creditors other than micro and 487.04 1,019.55
small enterprises
Total outstanding dues of micro and small enterprise 33.29 31.56
Other current liabilities 10 467.74 816.48
Short-term provisions 11 409.59 380.19
1,481.45 2,317.41
Total 4,141.93 4,831.17
II ASSETS
1. Non-current assets
Fixed assets 12
Tangible assets 1,067.49 1,158.49
Capital work in progress 21.36 38.30
Goodwill on consolidation 20.40 358.06
Non-current investments 13 252.31 -
Deferred tax assets (net) 5 0.55 57.20
Long-term loans and advances 14 80.24 58.14
Other non-current assets 15 0.38 175.38
1,453.75 1,870.00
2. Current assets
Current Investments 16 5.19 -
Inventories 17 837.09 1,366.29
Trade receivables 18 259.37 623.18
Cash and bank balances 19 1,465.26 777.47
Short-term loans and advances 20 85.34 172.29
Other current assets 21 35.93 21.94
2,688.18 2,961.17
Total 4,141.93 4,831.17
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146
Consolidated Statement of Profit and Loss
(` in Crores)
Notes Year ended Year ended
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March 31, 2016 March 31, 2015
I INCOME
Revenue from operations (gross) 22 8,115.97 8,888.53
Other income 23 86.25 50.46
Total Revenue 7,800.43 8,619.89
II EXPENSES
Cost of materials consumed 24 3,213.37 3,239.18
Purchase of traded goods 25 1,243.07 1,486.23
Directors
Change in inventories of finished goods, work in progress and 26 (73.24) 103.76
Report
stock in trade
Employee benefit expenses 27 859.48 1,187.50
Finance costs 28 44.94 63.96
Depreciation and amortisation expenses 29 126.67 138.66
Other expenses 30 1,671.29 1,831.63
Total Expense 7,085.58 8,050.92
III Profit before tax and exceptional items 714.85 568.97

Add: Exceptional items {Refer Note no. 32(1)} 724.02 -
IV Profit before tax 1,438.87 568.97
and Analysis
V Tax expenses
Current tax 217.38 242.63
MAT credit entitlement {refer note no. 32(18)} (23.21) -
Income tax for earlier years (5.77) (0.37)
Deferred tax 41.56 (58.71)
Total tax expense 229.96 183.55
VI Profit for the year 1,208.91 385.42
Transferred to Minority Interest (0.13) 0.00
VII Net Profit attributable to shareholders 1,208.78 385.42
VIII Earnings per equity share (nominal value of share ` 1/-) 32(15)
Basic (`) 19.36 6.17
Diluted (`) 19.36 6.17
Summary of significant accounting policies 1 Report

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Statements
Financial
Noida, May 11, 2016
147
Cash Flow Statement
(` in Crores)
March 31, 2016 March 31, 2015
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 1438.87 568.97
Adjustments to reconcile profit before tax to net cash flows
Exceptional Items (757.72) -
Depreciation and amortisation expense 126.67 138.66
Loss / (profit) on sale of fixed assets (net) 3.41 1.97
Impairment on tangible assets - 12.17
Foreign Curreny translation reserve (9.90) (14.68)
Unrealised foreign exchange (gain) / loss (net) 3.27 5.87
Interest income (51.38) (34.59)
Excess provisions no longer required written back (8.27) (2.98)
Provision for doubtful receivables written back (1.16) (1.30)
Operating Profit before working capital changes 813.31 738.91
Movement in working capital
(Increase)/ Decrease in trade receivables 57.71 368.57
(Increase)/ Decrease in loans and advances 31.99 17.36
(Increase)/ Decrease in other current assets (39.08) 2.27
(Increase)/ Decrease in inventories 39.21 127.15
Increase/ (Decrease) in trade payables (108.91) (156.19)
Increase/ (Decrease) in other liabilities and provisions (82.44) 55.99
Cash generated from/(used) in operations 711.79 1154.06
Direct taxes paid (net of refunds) (180.54) (191.50)
Net Cash flow from/(used) in Operating Activities (A) 531.25 962.56
B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets including capital work in progress (225.23) (173.91)
Capital advances (net of capital creditors) (2.31) 2.99
Fixed Deposits matured/ (made) during the year ( having (692.21) (347.81)
original maturity of more than three months)
Proceeds from disposal of subsidiary company 1086.94 -
Purchase of investment in subsidiary company (29.12) -
Investment in Bonds (150.66) 0.00
Proceeds from sale of fixed assets 3.17 1.56
Interest income received 37.47 30.78
Net Cash flow from/(used) in Investing Activities (B) 28.05 (486.39)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceed from share capital issued 0.02 0.05
Proceed from security premium received 4.11 9.86
Proceed of Long term borrowings 180.62 -
Repayment of Long term borrowings (353.73) (523.77)
Proceeds/ (Repayment) of Short term borrowings 36.94 (33.22)
Interest paid (38.52) (60.66)
Dividends paid on equity shares (including Corporate Dividend Tax) (451.05) (146.03)
Net Cash Flow from/(used) in Financing Activities (C) (621.61) (753.77)
Net increase / decrease in cash and cash equivalents (A+B+C) (62.31) (277.60)
Cash and cash equivalents at the beginning of the year 378.67 655.26
Cash and cash equivalents trasferred on disposal of subsidiary (156.88) -
Effect of exchange differences on cash and cash equivalents held in 0.77 1.01
foreign currency
Cash and Cash Equivalents at the end of the year 160.25 378.67
148
Notes :
1. The above Cash flow statement has been prepared under the Indirect Method as set out in Accounting Standard-3, Cash Flow
Statements.
2. Components of cash and cash equivalents :
(` in Crores)
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Notes As at As at
March 31, 2016 March 31, 2015
a. Cash and cash equivalents
Cash credit accounts 46.85 55.79
Fixed deposits account having a original maturity period of less 25.00 57.82
than three months
Share of Joint Venture 18.25 10.80
160.25 378.67
b. Other bank balances
Directors
Report
Unpaid dividend account 2.44 0.99
Fixed deposits account having a remaining maturity period of 1,265.02 397.81
more than three months
Escrow Account 37.55 -
1,305.01 398.80
Total 1,465.26 777.47
and Analysis
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Report
Statements
Financial
149
1 SIGNIFICANT ACCOUNTING POLICIES
1.01 Basis of Preparation
a) Basis of Accounting
The financial statements of Havells India Limited (the Company), its subsidiaries (together the Group),
associates and its joint venture have been prepared and presented in accordance with generally accepted
accounting principles in India (Indian GAAP). The Group has prepared these financial statements to comply with
all material respects with the accounting standards specified under section 133 of the Companies Act, 2013,
read with Rule 7 of Companies (Accounts) Rules, 2014. The financial statements have been prepared on an
accrual basis and under the historical cost convention except derivative financial instruments that have been
measured at fair value. The accounting policies adopted in the preparation of financial statements are consistent
with those of previous year.
b) Current/Non Current classification

All assets and liabilities have been classified as current or non-current as per the Groups normal operating cycle
and other criteria set out in Schedule III of the Companies Act, 2013. Based on the nature of products and the time
between acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has
ascertained its operating cycle as 12 months for the purpose of current / non-current classification of assets and
liabilities.
c) Use of Estimates
The preparation of financial statements are in conformity with Indian GAAP requires the management to make
judgments, estimates and assumptions that affect the reported amount of Assets, Liabilities and Disclosure of
Contingent Liabilities on the date of the Financial Statements and the reported amount of revenue and expenses
during the reported period. Although these estimates are based on the managements best knowledge of current
events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a
material adjustment to the carrying amounts of assets, liabilities, revenues and expenses in future periods. Changes
in estimates are reflected in the financial statements in the period in which changes are made and if material, their
effects are disclosed in notes to accounts.
1.02 Principles of Consolidation

The consolidated financial statements relates to Havells India Limited (the Company), its subsidiaries, its associates
and joint ventures. The consolidated financial statements have been prepared on the following basis:
a) The financial statements of the parent and its subsidiaries have been combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, revenues and expenses after eliminating intra-
Group balances / transactions and resulting profits in full. Unrealised profit / losses resulting from intra-Group
transactions has also been eliminated except to the extent that recoverable value of related assets is lower than
their cost to the Group.
b) In accordance with Accounting Standard-27, Financial Reporting of interest in joint venture notified under section
133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 the financial
statements of the joint venture are consolidated using proportionate consolidation method by adding book values
of like items of assets, liabilities, revenues and expenses of jointly controlled entity after eliminating intra-Group
balances / transactions and unrealised profits to the extent of the Group's proportionate share.
c) Investment in Associate Companies have been accounted under the equity method as per Accounting Standard
(AS) 23 - Accounting for Investment in Associates in Consolidated Financial Statements.
d) The consolidated financial statements have been prepared using uniform accounting policies for like transactions
and other events in similar circumstances and are presented to the extent possible, in the same manner as the
Company's separate financial statements. Differences in accounting policies have been disclosed separately.
e) The results and financial position of all the foreign subsidiaries are translated into the reporting currency as follows:
(i) Assets and liabilities are translated at the closing rate at the date of that balance sheet.
(ii) Income and expenses are translated at average exchange rates (unless average rate is not reasonable at the
rates prevailing on the transaction dates, in such case income and expenses are translated at the rate on the
dates of the transactions); and
(iii) All resulting exchange differences are accumulated in foreign currency translation reserve until the disposal of
net investment
150
f) Minority's share in net profit of consolidated subsidiaries for the year is identified and adjusted against the income
of the Group in order to arrive at the net income attributable to shareholders of the Company.
g) Minority interest's share in net assets of 'the Group' is identified and presented in the consolidated balance sheet
separate from liabilities and the equity of the Company's shareholders.
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1.03 Tangible Assets
a) Tangible assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.
The cost comprises of purchase price, taxes, duties, freight and other incidental expenses directly attributable
and related to acquisition and installation of the concerned assets and are further adjusted by the amount of
CENVAT credit, VAT credit availed and subsidy directly attributable to the cost of fixed asset, wherever applicable.
Interest and other borrowing costs during construction period to finance qualifying fixed assets is capitalised, if
capitalisation criteria are met.
b) The Group identifies and determines cost of each component/ part of the asset separately, if the component/
part has a cost which is significant to the total cost of the asset and has useful life that is materially different from
that of the remaining asset. Similarly, when significant parts of plant and equipment are required to be replaced
Directors
at intervals or when a major inspection/overhauling is required to be performed, such cost of replacement or
Report
inspection is capitalised (if the recognition criteria is satisfied) in the carrying amount of plant and equipment as a
replacement cost or cost of major inspection/overhauling, as the case may be and depreciated seperately based
on their specific useful life.
c) Subsequent expenditure related to fixed assets is capitalised only if such expenditure results in an increase in the
future benefits from the existing assets beyond its previously assessed standard of performance. All other expenses
on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts are
charged to the statement of profit and loss for the period during which such expenses are incurred.
d) Capital work in progress comprises cost of Fixed Assets that are not yet ready for their intended use at the balance

sheet date and are carried at cost comprising direct cost, related incidental expenses, other directly attributable
and Analysis
costs and borrowing costs. The allocation of preoperative expenditure is done on the basis of prime cost of fixed
assets in the year of commencement of commercial production.
e) Assets retired from active use and held for sale are valued at the lower of their net book value or net realisable
value, and are shown separately. Any expected loss is recognised immediately in the statement of profit
and loss.
f) Gains or losses arising from disposal of tangible assets are measured as the difference between the net disposal
proceeds and the carrying amount of the assets and are recognised in the statement of profit and loss when the
assets are disposed off.
1.04 Intangible Assets
Intangible assets are recognised if it is probable that the future economic benefits that are attributable to the asset will
flow to the Group and cost of the assets can be measured reliably. Report
a) Goodwill
The excess of cost to the parent of its investment in subsidiaries over its portion of equity in the subsidiaries at
the respective dates on which investment in subsidiaries were made is recognised in the financial statements
as goodwill. The parent's portion of equity in the subsidiaries is determined on the basis of the value of assets
and liabilities as per the financial statements of the subsidiaries as on the date of investment. For the purpose of
impairment testing, goodwill is allocated to each of the Group's cash generating units expected to benefit from the
synergies of the acquisition. Cash generating units to which goodwill has been allocated are tested for impairment
annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of
the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce
Statements
the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the
Financial
basis of carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in the
subsequent period unless it is caused by a specific external event of an exceptional nature.
b) Acquired intangible assets

Intangible assets including software licenses of enduring nature and contractual rights acquired separately are
measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less
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accumulated amortisation and accumulated impairment losses, if any. Cost comprises the purchase price and any
attributable cost of bringing the asset to its working condition for its intended use.
c) Research and Development costs

Research costs are expensed as incurred. Development expenditure incurred on an individual project is recognised
as an intangible asset when the Company can demonstrate all the following:
i) The technical feasibility of completing the intangible asset so that it will be available for use or sale;
ii) Its intention to complete the asset;
iii) Its ability to use or sale the asset;
iv) How the asset will generate future economic benefits;
v) The availability of adequate resources to complete the development and to use or sale the asset; and
vi) The ability to measure reliably the expenditure attributable to the intangible asset during development.
Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring the
asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of
the asset begins when development is complete and the asset is available for use. It is amortized on straight line
basis over the estimated useful lives.
d) Gains or losses arising from disposal of the intangible assets are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when
the assets are disposed off.
1.05 Depreciation and Amortisation

a) Depreciation of tangible assets:
i) Depreciation on tangible fixed assets is provided on pro-rata basis on straight line method using the useful
lives of assets and in the manner prescribed in Schedule II of the Companies Act, 2013, and for Group
Companies based on management estimate of useful economic lives as follows:
Assets Useful life (in Years)
Building 20-39
Plant and machinery 5-15
Furniture and Fixtures 3-10
Vehicles 3-10
R &D Equipments 5-15
Office Equipments 3-5
Electric Fans and Installations 3-10
he residual values and useful life of assets are reviewed and adjusted, if appropriate, at each balance
T
sheet date.
ii) Dies and tools and mobile phones are depreciated over the estimated useful lives of 6 years and 3 years,
respectively, which are lower than those indicated in Schedule II. On the basis of technical assessement, the
management believes that the useful lives as given above best represent the period over which the assets are
expected to be used.
iii) Lease hold improvements are depreciated on straight line basis over their initial agreement period.
iv) Leasehold land are amortised on a straight line basis over the unexpired period of their respective lease
ranging from 90-99 years.
b) Amortisation of Intangible Assets:

Intangible assets are amortised on a straight line basis over their estimated useful life of 5-6 years.
c) Patents and Trademarks:

Patents and trademarks of Group companies are stated at their historical cost and amortised on straight line basis
over their estimated useful life of six years.
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1.06 Inventories
a) Basis of valuation:
i) Inventories other than scrap materials are carried at lower of cost and net realisable value after providing cost
of obsolescence, if any. However, materials and other items held for use in the production of inventories are
not written down below cost if the finished products in which they will be incorporated are expected to be sold
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at or above cost. The comparison of cost and net realisable value is made on an item-by-item basis.
ii) Inventory of scrap materials have been carried at net realisable value.
b) Method of Valuation:
i) Cost of Inventories has been determined by using moving weighted average cost method while First In First
Out method (FIFO) for raw material in case of Group Companies and comprises all costs of purchase, duties,
taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing
the inventories to their present location and condition.
ii) Cost of finished goods and work in progress further includes direct labour and an appropriate share of fixed
and variable production overheads and excise duty as applicable. Fixed production overheads are allocated
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Report
on the basis of normal capacity of production facilities.
iii) Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.
1.07 Foreign Currency Transactions

a) Initial recognition
Foreign currency transactions are recorded in the reporting currency, by applying the exchange rate prevailing at
the date of transaction.
b) Measurement of Foreign Currency items at the Balance Sheet date
and Analysis
Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-
monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported
using the exchange rate at the date of transaction.
c) Exchange differences
Exchange differences arising on conversion / settlement of foreign currency monetary items are recognised as
income or expense in the year in which they arise.
d) Translation of non-integral foreign operations
All the activities of the foreign subsidiaries are carried out with a significant degree of autonomy from those of
the parent. Accordingly, as per the provisions of Accounting Standard-11, Effect of changes in foreign exchange
rates specified under section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, Report
2014, these operations have been classified as Non-integral operations and therefore all assets and liabilities,
both monetary and non-monetary, are translated at the closing rate while income and expenses are translated
at the average quarterly exchange rates, where such rates are approximate the exchange rate on the date of
transaction. The resulting exchange differences are accumulated in the foreign currency translation reserve until the
disposal of the net investment.
e) Forward exchange contracts entered into to hedge foreign currency risk of an existing asset / liability
The premium or discount arising at the inception of forward exchange contract is amortised and recognised
as an expense / income over the life of the contract. Exchange differences on such contracts are recognised
in the statement of profit and loss in the period in which the exchange rates change. Any profit or loss arising
on cancellation or renewal of such forward exchange contract is also recognised as income or as expense for
Statements
Financial
the period.
1.08 Investments
Investments are classified into current and long-term investments. Investments that are readily realizable and intended to
be held for not more than a year from the date of acquisition are classified as current investments. All other investments
are classified as long-term investments. However,that part of long term investments which are expected to be realized
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within 12 months from Balance Sheet date is also presented under Current Investments under Current portion of long
term investments in consonance with the current/ non- current classification of Schedule III of the Act.
Current Investments are stated at the lower of cost and fair value. The comparison of cost and fair value is done
separately in respect of each category of investments.
Long- term investments are stated at cost. A provison for diminution in the value of long-term investments is made only if
such a decline is other than temporary, in the opinion of management. Reversal of such provision for diminution is made
when there is a rise in the value of long- term investments, or if the reasons for the decline no longer exists.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is recognised in the
Statement of Profit and Loss.
1.09 Derivative Financial Instruments

Derivative Financial instruments are initially recognised at their fair value on the date, a derivative contract is entered
into and are subsequently remeasured at their fair value. The Group has adopted Accounting Standard 30 financial
instruments to the extent not conflicting with notified AS.
The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item
is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than
12 months.
The Group utilises derivative financial instruments to reduce fluctuation in interest rates. The fair value of financial
instruments is based on information available and provided by financial institutions to management. Financial instruments
are not used for trading purposes.
Changes in fair value of those instruments will be reported in statement of profit and loss or equity depending on
whether the financial instrument qualifies for hedge accounting. The accounting for gains and losses associated with
changes in the fair value of the derivative and the effect on the consolidated financial statements will depend on its
hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash
flows of the asset or liability hedged.
Amounts accumulated in equity are recycled in the statement of profit and loss in the periods when the hedged item
affects profit or loss (for example, when the forecast sale that is hedged takes place). The gain or loss relating to the
ineffective portion is recognised in the statement of profit and loss within Finance Cost.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any
cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction
is ultimately recognised in the statement of profit and loss. When a forecast transaction is no longer expected to occur,
the cumulative gain or loss that was reported in equity is immediately transferred to the statement of profit and loss.
Cash flow hedges

The effective portion of the gain or loss on the hedging instrument is recognised directly in the cash flow hedge reserve,
while any ineffective portion is recognised immediately in the statement of profit and loss as other expenses.
Amounts recognised as cash flow hedge reserve are transferred to profit or loss when the hedged transaction affects
profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale
occurs. When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as
reserve are transferred to the initial carrying amount of the non-financial asset or liability.
If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously
recognised in equity is transferred to the statement of profit and loss. If the hedging instrument expires or is sold,
terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain
or loss previously recognised in reserve remains in reserve until the forecast transaction or firm commitment affects
profit or loss.
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1.10 Government Grants and Subsidies
Grants and subsidies from the government are recognised when there is reasonable assurance that
(a) the Group will comply with the conditions attached to them; and
(b) the grant / subsidy will be received.
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When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit
and loss over the periods necessary to match them with the related costs, which they are intended to compensate.
Where the grant relates to a specific fixed asset, the same is shown as a deduction from the gross value of the asset
concerned in arriving at its book value and accordingly the depreciation is provided on the reduced book value.
1.11 Employee Benefits

a) Short Term Employee Benefit
i) Leave encashment
Leave encashment is provided on the basis of earned leave standing to the credit of the employees and the
same is discharged by the Company by the year end.
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Report
b) Long Term Employee Benefit
i) Gratuity
The employee's Gratuity Fund Scheme, which is defined benefit plan, is managed by Trust maintained with
Life Insurance Corporation of India (LIC) and Bajaj Allianz Life Insurance Company Limited. The liabilities with
respect to Gratuity Plan are determined by actuarial valuation on projected unit credit method on the balance
sheet date, based upon which the Company contributes to the Group Gratuity Scheme. The difference, if
any, between the actuarial valuation of the gratuity of employees at the year end and the balance of funds
with Life Insurance Corporation of India and Bajaj Allianz Life Insurance Company Limited is provided for as
assets/ (liability) in the books. Actuarial gains/(losses) for defined benefit plans are recognised in full and are
and Analysis
immediately taken to the statement of profit and loss and are not deferred.
ii) Provident Fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to
provident fund are made in accordance with the relevant scheme and are charged to the statement of profit
and loss for the year when contribution are due. The Company has no obligation, other than the contribution
payable to the provident fund. The Company recognizes contribution payable to the provident fund scheme
as an expenditure, when an employee renders the related services.
iii) Pension obligations
Group companies operate various pension schemes. The schemes are generally funded through payments to
insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group
Report
companies have both defined contribution and defined benefit plans. A defined contribution plan is a pension
plan under which the Group companies pays fixed contributions into a separate entity. The Group companies
have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets
to pay all employees the benefits relating to employee service in the current and prior periods. A defined
benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define
an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more
factors such as age, years of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value
of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with
adjustments for unrecognised past-service costs. The defined benefit obligation is calculated annually by
Statements
Financial
independent actuaries using the projected unit credit method.
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Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are
charged to the statement of profit and loss in the period in which they arise and are not deferred.
Past-service costs are recognised immediately in income, unless the changes to the pension plan are
conditional on the employees remaining in service for a specified period of time (the vesting period). In this
case, the past-service costs are amortised on a straight line basis over the vesting period.
For defined contribution plans, the Group companies pay contributions to publicly or privately administered
pension insurance plans on a mandatory, contractual or voluntary basis. The Group companies have no further
payment obligations once the contributions have been paid. The contributions are recognised as employee
benefit expense when employees rendered related services. Prepaid contributions are recognised as an asset
to the extent that a cash refund or a reduction in the future payments is available.
iv) Profit-sharing and bonus plans

The Group recognises a liability and an expense for bonus and profit-sharing when there is a present obligation
to make such payment as a result of past event and reliable estimate of the obligation can be made.
v) Other Post Employment Obligations

Some Group companies provide post-retirement healthcare benefits to their retirees. The entitlement to these
benefits is usually conditional on the employee completing a minimum service period. The expected costs
of these benefits are accrued over the period of employment using the same accounting methodology as
used for defined benefit pension plans. Actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are charged to the statement of profit and loss in the period in which they
arise. These obligations are valued annually by independent qualified actuaries.
c) Termination Benefits
Termination benefits are payable when employment is terminated by the Group companies before the normal
retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The
Group recognises termination benefits when it is demonstrably committed to either: terminating the employment
of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination
benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits are immediately
charged to the statement of profit and loss in accordance with the accounting policy.
1.12 Employee Stock Option Schemes

Employees (including senior executives) of the Company receive remuneration in the form of share-based payment
transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions).
In accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
and the Guidance Note on Accounting for Employee Share-based Payments, the cost of equity-settled transactions is
measured using the intrinsic value method. The cumulative expense recognized for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and the Companys best
estimate of the number of equity instruments that will ultimately vest. The expense or credit recognized in the statement
of profit and loss for a period represents the movement in cumulative expense recognized as at the beginning and end
of that period and is recognized in employee benefit expenses.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense
as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized
for any modification that increases the total intrinsic value of the share-based payment transaction, or is otherwise
beneficial to the employee as measured at the date of modification.
The Employee stock option scheme is administered through Havells Employee Welfare Trust.
1.13 Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is
recognised:
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a) Sale of goods
Revenue from sale of goods is recognised when all the significant risks and rewards of ownership of the goods have
been passed to the buyer and no significant uncertainty exists regarding the amount of consideration that will be
derived from the sale of goods. Sales are recorded net of returns and trade discount. The Company collects sales
tax and value added tax (VAT) on behalf of the Government and, therefore, these are not economic benefits flowing
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to the Company and hence are excluded from revenue. Excise duty is deducted from revenue (gross) to arrive at
revenue from operations (net). Sales do not include inter-divisional transfers. Sales include Waste Electrical and
Electronic Equipment (WEEE) levy to customers.
b) Services
Revenue from service related activities is recognised using the proportionate completion method.
c) Export incentives
Export incentives under various schemes notified by the Government have been recognised on the basis of
their entitlement rates in accordance with the Foreign Trade Policy 2015-20 (FTP 2015-20). Benefits in respect
of advance licences are recognised when there is reasonable assurance that the Company will comply with the
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conditions attached to them and incentive will be received.
Report
d) Interest
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the
applicable interest rates.
e) Claims
Claims are recognised when there exists reasonable certainty with regard to the amounts to be realised and the
ultimate collection thereof.
1.14 Segment Reporting
and Analysis
Identification of segments
The Groups operating businesses are organised and managed separately according to the nature of products and
services provided, with each segment representing a strategic business unit that offers different products and serves
different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the
Group operates.
Allocation of common costs

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the
total common costs.
Unallocated items
Unallocated items include general corporate income and expense items which are not allocated to any business Report
segment.
Segment accounting policies

The Group prepares its segment information in conformity with the accounting policies adopted for preparing and
presenting the financial statements of the Group as a whole.
1.15 Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. The weighted average number of equity
shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share
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split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding,
Financial
without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all
potentially dilutive equity shares.
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1.16 Taxes on Income
Tax expense for the year comprises of current tax and deferred tax.
a) Current Tax
i) Current income tax is measured at the amount expected to be paid to taxation authorities in accordance
with the Income Tax Act, 1961 and the Income Computation and Disclosure Standards (ICDS) enacted in
India by using tax rates and the tax laws that are enacted at the reporting date. The Company is eligible
for deduction under section 80-IC of Income Tax Act, 1961 in respect of income of units located in Special
Category of States.
ii) Minimum Alternate Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The
Company recognises MAT credit available as an asset only to the extent that there is convincing evidence
that the Company will pay normal income tax during the specified period, i.e, the period for which MAT credit
is allowed to be carried forward. In the year in which the Company recognises MAT credit as an asset in
accordance with the 'Guidance Note on Accounting for Credit Available in respect of Minimum Alternate Tax
under the Income-tax Act, 1961', the said asset is created by way of credit to the statement of profit and loss
and shown as MAT Credit Entitlement under loans and advances. The Company reviews the MAT credit
entitlement asset at each reporting date and writes down the asset to the extent the Company does not have
convincing evidence that it will pay normal tax during the specified period.
b) Deferred Tax
Deferred income tax reflect the impact of timing differences between taxable income and accounting income
originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured
using the tax rates and the tax laws those are enacted or substantively enacted at the reporting date.
Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are recognised and
carried forward only to the extent that there is reasonable certainty that sufficient future taxable income will be
available against which such deferred tax assets can be realised. In situations, where the Group has unabsorbed
depreciation or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that
there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.
Deferred tax assets and deferred tax liabilities are off-set, if a legally enforceable right exists to set-off current tax
assets against current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to taxes on income
levied by the same governing taxation laws.
In the situations, where the Group is entitled to a tax holiday under the Income-tax Act, 1961, no deferred tax asset/
(liability) is recognised in respect of timing differences which are reversable during the tax holiday period, to the
extent the Groups gross total income is subject to the deduction during the tax holiday period as per taxation laws.
Deferred tax, in respect of timing differences which are reversable after the tax holiday period, is recognised in the
year in which the timing differences originate. However, the Group restricts recognition of deferred tax assets to the
extent that it has become reasonably certain or virtually certain supported by convincing evidence, as the case may
be, that sufficient future taxable income will be available against which such deferred tax assets can be realised.
For recognition of deferred taxes, the timing differences which originate first are considered to reverse first.
The carrying amount of deferred tax assets are reviewed at each reporting date. The Group writes-down the
carrying amount of deferred tax asset to the extent that it is no longer virtually certain that sufficient future taxable
income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the
extent that it becomes virtually certain that sufficient future taxable income will be available.
1.17 Impairment of Assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Company estimates the assets recoverable
amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) net selling price and
its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or Groups of assets. Where the carrying amount of an
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asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In
determining net selling price, recent market transactions are taken into account, if available. If no such transactions can
be identified, an appropriate valuation model is used.
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Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of
profit and loss. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining
useful life.
1.18 Leases
a) Finance leases
The Group companies lease some assets where the risks and rewards incidental to ownership are largely
transferred to the Group. These assets are capitalised and recognised in the balance sheet at the lower of the fair
value of the asset and the discounted value of the minimum lease instalments. The lease instalments payable are
broken down into repayment and interest components, based on a fixed interest rate and equal instalments. The
Directors
lease commitments are carried under liabilities exclusive of interest. The interest component is recognised in the
Report
statement of profit and loss in accordance with the lease instalments. The relevant assets are depreciated over the
remaining useful lives or the lease term, whichever is less.
b) Operating leases
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item,
are classified as operating leases. Operating lease payments are recognised as an expense in the statement of
profit and loss on a straight line basis over the lease term.
1.19 Borrowing Costs
Borrowing cost includes interest and ancillary costs incurred in connection with the arrangement of borrowings and
and Analysis
exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the
interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective
asset. All other borrowing costs are recognised as expense in the period in which they occur.
1.20 Provisions and Contingent Liabilities

Provisions
A provision is recognised when the Group has a present obligation as a result of past event, it is probable that an outflow
of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made
of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the
best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date Report
and adjusted to reflect the current best estimates.

Provision for warranty
Product warranty costs are accrued in the year of sales of products, based on past experience. The Group periodically
reviews the adequacy of product warranties and adjust warranty percentage and warranty provisions for actual
experience, if necessary. The timing of outflow is expected to be within one to two years.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present
Statements
Financial
obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases, where there is a liabilty that cannot be recognised
because it cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence
in the financial statements.
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Restructuring provisions
The provision for restructuring relates to the estimated costs of initiated reorganisations that have been approved
by the Board of Management, and which involve the realignment of certain parts of the manufacturing, selling and
administration organisation. When such reorganisations require discontinuance and/or closure of lines of activities, the
anticipated costs of closure or discontinuance are included in restructuring provisions. A liability is recognised for those
costs only when the Company has a detailed formal plan for the restructuring and has raised a valid expectation with
those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features
to those affected by it.
Waste Electrical and Electronic Equipment (WEEE)

The Group is a provider of electrical equipment that falls under the EU Directive on Waste Electrical and Electronic
Equipment. The directive distinguishes between waste management of equipment sold to private households prior to
a date as determined by each Member State (historical waste) and waste management of equipment sold to private
households after that date (new waste). A provision for the expected costs of management of historical waste is
recognised when the Group participates in the market during the measurement period as determined by each member
State, and the costs can be reliably measured. These costs are recognised as other expenses in the statement of profit
and loss.
1.21 Cash and Cash Equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term
investments with an original maturity of three months or less.
1.22 Exceptional Items

Exceptional items are transactions which due to their size or incidence are seperately disclosed to enable a full
understanding of the Group's financial performance. Items which may be considered exceptional are significant
restructuring charges, gains or losses on disposal of investments of subsidiaries, write down of inventories and significant
disposal of fixed assets.
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Notes to financial statement
2 SHARE CAPITAL
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(` in Crores)
As at As at
March 31, 2016 March 31, 2015
a) Authorised
Issued, subscribed and fully paid-up
62,45,87,780 equity shares of ` 1/- each (Previous Year 62,44,88,035 equity 62.46 62.45
shares of ` 1/- each)
Less: Investment held by ESOP Trust 41,960 equity shares of ` 1/- each 0.00 0.01
(Previous Year 1,30,225 equity shares of ` 1/- each))
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Report
b) Reconciliation of the shares outstanding at the beginning and at the end of the year
March 31, 2016 March 31, 2015

No. of Shares ` in Crores No. of Shares ` in Crores
At the beginning of the year 62,44,88,035 62.45 62,41,03,755 62.41
Add: Equity shares issued under ESOP / 99,745 0.01 3,84,280 0.04
ESPP
Outstanding at the end of the year 62,45,87,780 62.46 62,44,88,035 62.45
Less : Investment held by ESOP Trust 41,960 0.00 1,30,225 0.01
and Analysis
62,45,45,820 62.46 62,43,57,810 62.44
c) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 1/- per share (previous year ` 1/- per share).
Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian
rupees. The Board of Directors at its meeting held on February 3, 2016 declared an Interim (Special) Dividend of
` 3/- per equity share of ` 1/ each. A final dividend of ` 3/- per share of ` 1/- each (previous year ` 3/- per share of
` 1/- each) has been recommended by the Board subject to approval of shareholders in the ensuing Annual General
Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of
the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders. Report
d) Details of shareholders holding more than 5% shares in the Company is set out below (representing legal and
beneficial ownership):
Name of the shareholder As at March 31, 2016 As at March 31, 2015
No. of shares % holding No. of shares % holding
Smt. Vinod Gupta* 6,63,54,240 10.63 6,63,54,240 10.63
Shri Surjit Kumar Gupta 3,26,50,800 5.23 3,26,50,800 5.23
QRG Enterprises Limited 18,98,58,880 30.40 18,98,58,880 30.40
Ajanta Mercantile Limited 6,87,41,660 11.01 6,87,41,660 11.01
Nalanda India Equity Fund Limited 3,30,44,930 5.29 3,30,44,930 5.29
Statements
Financial
*Shareholding of Smt.Vinod Gupta includes 1,33,20,000 equity shares of ` 1/- each (Previous Year 1,33,20,000 Equity shares of ` 1/-
each) for and behalf of M/s Guptajee & Company, a firm in which she is a partner and 1,35,84,000 equity shares as a legal heir which
are under process of transmission.
e) Shares reserved for issue under Stock Option

Nil equity shares (Previous year 90,550 equity shares of ` 1/- each) are reserved for the issue under Employees Stock
Option Plan (ESOP) of the Company.
161
f) ggregate number of shares issued as fully paid up pursuant to contract without payment being received in cash
A
or by way of bonus shares during the period of five years immediately preceding the date of Balance Sheet:
March 31, 2016 March 31, 2015
No. of shares No. of shares
Face value of ` 1 Face value of ` 1
Equity shares allotted as fully paid-up pursuant to contracts for 1,10,95,000 1,10,95,000
consideration other than cash.
Equity shares allotted as fully paid up bonus shares by capitalization of 31,19,37,030 31,19,37,030
securities premium account and general reserve.
Equity shares issued under the Employee Stock Option Plan/ Employee 3,32,969 2,33,130
Stock Purchase Plan as part consideration for services rendered by
employees
3 RESERVES AND SURPLUS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
a) Capital Reserve 7.61 7.61
b) Securities Premium Account
As per the last balance sheet 11.63 3.09
Add: Addition on equity shares issued under ESOP /ESPP 2.92 8.54
14.55 11.63
Less: Investment held by ESOP Trust (0.56) (1.75)
13.99 9.88
c) Cash flow hedge reserve*
As per last balance sheet (2.72) (3.15)
Deduction during the year 2.72 0.43
- (2.72)
d) General Reserve
As per last balance sheet 677.29 630.79
Add: Transfer from surplus as per the statement of profit and loss 71.55 46.50
748.84 677.29
e) Foreign currency translation reserve
As per last balance sheet (9.99) 5.46
Less : E
xchange difference during the year on net investment in (24.65) (15.45)
non-integral foreign operations
(34.64) (9.99)
(31.84) (7.02)
f) Surplus in the statement of profit and loss
As per last balance sheet 1,070.70 960.69
Less : Adjustment related to transitional provision as per Schedule II of the - (3.42)
Companies Act, 2013
Add : Profit for the year 1,208.78 385.42
2,279.48 1,342.69
Appropriations :
Interim (Special) dividend of ` 3/- per share of ` 1/- each (187.38) -
(Previous year ` Nil per share of ` 1/- each)
Proposed final equity dividend of ` 3/- per share of ` 1/- each (187.38) (187.35)
(Previous year ` 3/- per share of ` 1/- each)
Dividend for previous year (0.03) -
Corporate dividend tax (76.30) (38.14)
Transfer to general reserve (71.55) (46.50)
Net surplus in the statement of profit and loss 1,756.84 1,070.70
Total Reserves and Surplus 2,495.44 1,755.74
*The group companies had entered into an interest rate swap to hedge their interest risk on long-term borrowings. The effective portion of
the hedge was recognised directly under cash flow hedge reserve. During the year, the Group has repaid the outstanding loan against which
the Interest rate swap agreement was entered into by the group and accordingly cash flow hedge reserve has not been assessed as at
March 31, 2016.
162
4 LONG TERM BORROWINGS
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Term loans from banks (secured)
Business
Review
External Commercial Borrowings {refer point (a)} - 41.73
From banks {refer point (b) to (e)} 1.67 184.59
Long term maturity of Finance lease obligation {refer point no. (f)} - 0.08
1.67 226.40
a) Term loan from banks includes External commercial borrowing of ` Nil (Previous year ` 41.73 crores) from HSBC Bank
(Mauritius) Limited. The said loan is repayable in 12 equal quarterly instalments of ` 11.06 crores (USD 1,666,667)
starting from 26th April, 2014 carrying an interest rate of LIBOR + 195 bps per annum, and is secured by way of:
i) first charge on movable fixed assets acquired out of the said loan and
ii) equitable mortgage over land and building situated at Plot no. 2A, sector 10, BHEL Industrial Estate, Haridwar,
Uttarakhand.
Directors
Current maturities of External commercial borrowings is ` 44.22 crores (Previous Year ` 41.73 crores) (refer note no. 10)
Report
b) Term loan from banks includes Loan from Itau Bank, Brazil amounting to ` 1.67 crores (Previous year 17.12 crores)
secured by Trade receivables of Havells Sylvania Brasil Illuminacao Ltda., Brazil carrying an interest rate of 22.68% per
annum repayable in 36 installments ending 30th September, 2017 . The Current maturities of said loan is ` 3.92 crores
(Previous year ` 8.56 crores) have been shown under current liabilities. (refer note no. 10)
c) Term loan from banks includes Loan from Standard Chartered Bank amounting to ` Nil (Previous year ` 60.76 crores)
carrying an interest rate of EURIBOR + 3.11% p.a and secured by pledge of Central warehousing building located
in France. The Current maturities of said loan is ` Nil (Previous year ` 20.25 crores) have been shown under current
liabilities. (refer note no. 10)
d) Term loan from banks includes secured facility agreement with HSBC Bank Plc, Standard Chartered Bank and ICICI
and Analysis
Bank UK Plc for ` Nil (Previous year ` 106.71 crores) {including revolving facility for ` Nil (Previous year ` 16.88 crores)} at
EURIBOR + 3.50% p.a (linked with group leverage ratio) secured by Plant and property, trade receivables and inventories
in France, Germany, Belgium, UK, Netherlands, Argentina, Ecuador, Dubai, Greece, Thailand, Mexico, US, Brazil and
Colombia as pledged security against the aforesaid facility. The said loan has been repaid during the year. The Current
maturities of ` Nil (Previous year ` 52.56 crores) have been shown under current liabilities. (refer note no. 10)
e) Term loan from banks includes Loan from State Bank of Mysore amounting to ` Nil (Previous year ` Nil) and secured
against the hypothecation of motor car. The said loan is repayable in next 10 monthly installments. The Current maturities
of said loan is ` 0.08 crore (Previous year ` Nil) have been shown under current liabilities. (refer note no.10)
f) Assets acquired under lease are secured by way of respective assets taken on lease carrying an interest rate of 4.96%
per annum. {refer note no. 32(14)}
5 DEFERRED TAX LIABILITIES (NET) Report
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Deferred tax liability
On account of difference in rates and method of depreciation of fixed assets 92.36 86.96
allowed for tax purposes on payment basis.
Gross deferred tax liability 94.35 89.55
Deferred tax asset
On account of difference in rates and method of depreciation of fixed assets - 4.22
Statements
Financial
allowed for tax purposes on payment basis.

On account of provision for doubtful trade receivables and other provisions 3.08 26.29
On account of carried forward losses/ Business Losses and unabsorbed 0.96 37.80
Depreciation
Others 7.97 6.51
Gross deferred tax asset 19.99 103.38
163
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Deferred tax Liabilities /(assets) (net) 74.36 (13.83)
Deferred tax liabilities after set-off 74.91 43.37
Deferred tax assets after set-off 0.55 57.20
Adjustment related to transitional provision of Schedule II as per the - (1.76)
Companies Act, 2013
Adjustment on account of disposal of subsidiary during the year 47.13
Adjustment on account of acquisition of subsidiary during the year 0.50
Deferred tax charged/ (reversed) during the year 41.56 58.71
The group has not recognised Deferred tax assets in respect of long term capital losses amounting to ` 265.54 crores, due to
absence of virtual certainty supported by convincing evidences that sufficient future taxable income will be available against
which such deferred tax assets can be realised.
6 OTHER LONG TERM LIABILITIES

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Retention money and security deposits 3.82 0.72
ESOP / ESPP compensation payable 0.31 0.64
4.13 1.36
7 LONG TERM PROVISIONS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Retirement benefit obligations {refer note no. 32(9)} 5.64 395.98
Product warranties {refer note no. 11(a)} 6.72 16.38
Environmental liabilities {refer note no. 11(c)} 1.07 9.40
Derivative financial instruments* - 2.60
13.43 424.36
*Derivative financial instruments

Movement during the year (2.01) (0.52)
Exchange loss/(gain) during the year 0.16 (0.61)
Transferred on account of disposal of subsidiaries (0.75) -
At the end of the year - 2.60
8 SHORT TERM BORROWINGS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Loans repayable on demand (from banks)
Cash credit/working capital limits (Unsecured) 11.31 57.60
Working capital limits (secured) {refer point (a) and (b)} 9.58 12.03
Intercorporate loans {refer point (c)} 62.90 -
83.79 69.63
a) Loan repayable on demand from banks includes loan from Yes Bank Limited amounting to ` 9.58 crores (Previous year
` Nil) obtained during the year against first charge on all the current assets and movable fixed assets of the group (both
present and future) and non-disposable undertaking from the Company obtained to maintain 51% shareholding in the
Company. The said loan is repayable on demand and is carrying the interest rate of 11.75% per annum.
b) Loan repayable on demand from bank includes loan from Banco de Costa Rica of ` Nil (Previous year ` 12.03 crores)
secured by way of mortgage against Land and Buildings in Costa Rica.
c) Intercorporate loans of ` 62.90 crores (Previous year ` Nil) are repayable in 1 to 2 years from the closing date of the sale
of worldwide sylvania business by Havells Holdings Limited or till date when purchaser completes acquisition of Havells
International Limited (within 24 month after closing date), whichever is earlier. The said loans have been obtained from
Havells Sylvania Costa Rica S.A.@3% p.a., Havells Sylvania Colombia S.A @5.60% p.a and Panama Americas Trading
Hub @5.60% p.a. These loans are secured by way of a corporate guarantee given by Havells Holding Limited.
164
9 TRADE PAYABLES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Trade payables
Business
Total outstanding dues of creditors other than micro and small enterprises 467.53 1004.80
Review
500.82 1,036.36
520.33 1,051.11
a) Trade payables include acceptances of ` Nil (previous year ` 217.34 crores).
b) Information of the company as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises
Development Act, 2006 (MSMED Act) for the year ended March 31, 2016 is given below. This information has been
determined to the extent such parties have been identified on the basis of information available with the Company.
(` in Crores)
As at As at
Directors
March 31, 2016 March 31, 2015
Report
(i) Principal amount and interest due thereon remaining unpaid to any
supplier covered under MSMED Act:
Principal 33.29 31.56
Interest - -
(ii) The amount of interest paid by the buyer in terms of section 16, of the - -
MSMED Act, 2006 along with the amounts of the payment made to the
supplier beyond the appointed day during each accounting year.
(iii) The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under MSMED Act.
(iv) The amount of interest accrued and remaining unpaid at the end of - -
and Analysis
each accounting year.
(v) The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as
a deductible expenditure under section 23 of the MSMED Act, 2006.
The total dues of Micro and Small Enterprises which were outstanding for more than stipulated period are ` Nil
(Previous year ` Nil) as on balance sheet date.
10 OTHER CURRENT LIABILITIES

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Current maturities of long-term borrowings {refer note no. 4} 48.22 123.10 Report
Current maturities of finance lease obligation - 4.73
Interest accrued but not due on borrowings 0.18 3.14
Unpaid dividend {refer point (a)} 2.44 0.99
Creditors for capital goods 14.00 13.49
ESOP/ ESPP Compensation payable 1.80 1.90
Other payables
Sales incentives payable 140.66 209.93
Trade deposits 28.96 25.25
Advances and progress payments from customers 9.78 9.53
Excise duty payable {refer point (b)} 15.83 12.12
Other statutory dues payable 64.70 146.92
Claims payable - 69.69
Statements
Financial
Other liabilities
Payable for services 45.33 115.39
Payable to banks against receivable buyout facilities 91.74 74.72
467.45 816.48
Share of Joint Venture 0.29 -
467.74 816.48
165
a) Investor Education and Protection Fund is being credited by the amount of unclaimed dividend after seven years from
the due date. The Company has transferred ` 0.04 crore (previous year ` 0.03 crore) out of unclaimed dividend pertaining
to the financial year 2007-08 to Investor Education and Protection Fund of Central Government in accordance with the
provisions of Section 205C of the Companies Act, 1956.
b) The Group has made a provision of excise duty payable amounting to ` 15.83 crores (previous year ` 12.12 crores) on
stocks of finished goods and scrap material at the end of the year except units which are exempted from excise duty.
Excise duty is considered as an element of cost at the time of manufacture of goods.
11 SHORT TERM PROVISIONS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
i) Provision for employee benefits
Gratuity {refer note no 32 (9)} 11.83 10.78
11.83 10.78
ii) Other provisions
Product warranties {refer point (a)} 59.76 57.35
Litigations {refer point (b)} 41.11 43.53
Environmental liabilities {refer point (c)} - 1.06
Proposed equity dividend {refer point (d)} 187.38 187.35
Corporate dividend tax 38.15 38.14
Income Tax (net of advance tax and TDS) 71.36 40.84
Wealth Tax - 0.06
Other Provisions {refer point (e)} - 1.08
397.76 369.41
409.59 380.19
a) Provision for warranties

A provision is recognised for expected warranty claims and after sales services on products sold during the last one to
two years, based on past experience of the level of repairs and returns. It is expected that significant portion of these
costs will be incurred in the next financial year and all will have been incurred within two years after the reporting date.
Assumptions used to calculate the provisions for warranties were based on current sales levels and current information
available about returns based on one to two years warranty period for all products sold. The table below gives information
about movement in warranty provisions.
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Exchange loss/(gain) during the year (7.88) (3.38)
b) Provision for litigations {refer note no. 31(C)}

i) During the financial year 2010-11, the Central Excise Department, Jalandhar raised a penalty demand for ` 0.10
crore (previous year ` 0.10 crore) towards differential excise duty on finished goods sold by the branches at higher
selling price. The Company is contesting the same before the Central Excise and Service Tax Appellate Tribunal
(CESTAT). A provision of ` 0.10 crore (previous year ` 0.10 crore) has been made towards the liability on this
account.
ii) The Company has challenged the constitutional validity of Entry Tax in Rajasthan, Himachal Pradesh, Orissa and
West Bengal. The cases are pending before the Hon'ble High Courts in the state of Himachal Pradesh, Orissa and
West Bengal and Hon'ble Supreme Court in respect of state of Rajasthan. During the year 2015-16, a provision of
` 6.66 crores (previous year ` 6.32 crores) has been made on this account and the liability as on March 31, 2016 is
` 20.17 crores (previous year ` 13.51 crores).
166
iii) A demand of ` 0.03 crore (previous year ` 0.03 crore) was raised by the Income Tax Department for the financial year
2003-04. The same is being contested before the Hon'ble Income Tax Appellate Tribunal. However, the Company
expects the liability of ` 0.02 crore (previous year ` 0.02 crore) and the provision has been made accordingly.
iv) In case of Group companies, litigations provisions, are related to Labour claim and Sales Tax dispute in Brazil. The
liability as on date is ` 20.82 crores (previous year ` 29.84 crores).
Business
Review
The table below gives information about movement in litigation provisions:
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Directors
Report
c) Environmental Liabilities
The environment liabilities relates to clean up and remediation cost of water contamination for the factory located in
Belgium and for the site located in Mullins, US. As at March 31, 2016, the balance enviornmental liabilities relates to
only site located in US as the balance have been transferred as part of sale of Net assets of Havells Malta Limited and
its subsidiaries.
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Arising during the year - 0.00
and Analysis
Current portion - 1.06
d) Provision for Dividend

The Board of Directors has recommended a final dividend of ` 3 per share of ` 1/- each (previous year of ` 3/- per share
of ` 1/- each). The payment of final dividend is subject to the approval of the shareholders in the ensuing Annual General
Meeting of the Company.
Report
e) Other provisions
The group has incurred restructuring costs of ` 33.70 crores during the year in Germany and Colombia to rationalize the
workforce at these locations.
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Utilized/ Transferred during the year (20.41) (2.21)
Statements
Financial

At the end of the year - 1.08
Current portion - 1.08
167
168
12 FIXED ASSETS
(` in Crores)
Sl. Description GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

No. As at Addition/ Additions on Adjustment Sales Currency As at Upto For the Set Off Additions on Adjustment Sales/ Currency Impairment To date As at As at
April 1, Adjustments account of on account during Translation March last year year from account of on account Adjustment Translation {refer note March March
2015 during the acquisition of disposal of the 31, 2016 Retained acquisition of disposal of during the no. 30 (8)} 31, 2016 31, 2015
year of Subsidiary subsidiaries year Earnings of Subsidiary subsidiaries year
(refer point 5) (refer point 6) (refer point 5) (refer point 6)
a) Tangible Assets
1 Industrial land
Freehold 57.85 - - 31.63 - 1.85 28.07 0.01 - - - 0.01 - - - - 28.07 57.84
Leasehold 76.80 - - - - - 76.80 3.00 1.00 - - - - - - 4.00 72.80 73.80
2 Buildings
Freehold 758.09 49.26 0.92 325.48 22.85 20.93 480.87 332.65 19.29 - 0.05 265.08 22.75 17.19 - 81.35 399.52 425.44
Leasehold 12.09 8.97 - 21.51 0.02 0.47 - 7.29 3.50 - - 11.24 0.01 0.46 - - - 4.80
3 Leasehold Improvements 2.19 3.50 - - - - 5.69 0.19 0.35 - - - - - - 0.54 5.15 2.00
4 Plant and machinery 1,490.67 93.81 2.54 1,019.55 10.03 31.10 588.54 1,096.00 48.91 - 0.42 968.95 6.41 29.46 - 199.43 389.11 394.67
5 Dies and tools 155.32 28.52 - 80.26 11.40 5.41 97.59 91.73 16.98 - - 67.40 10.44 5.22 - 36.09 61.50 63.59
6 Furniture and fixtures 95.00 9.28 0.42 48.69 2.99 2.13 55.15 59.65 6.55 - 0.15 39.84 2.51 1.94 - 25.94 29.21 35.35
7 Vehicles 18.19 1.51 0.60 7.28 0.53 0.41 12.90 8.65 1.84 - 0.21 5.12 0.44 0.26 - 5.40 7.50 9.54
8 R & D Equipments 17.86 2.45 - - 0.06 - 20.25 6.09 1.31 - - - 0.05 - - 7.35 12.90 11.77
9 Office Equipments 98.16 11.44 0.28 39.97 10.19 1.41 61.13 68.56 11.07 - 0.18 32.72 9.31 0.85 - 38.63 22.50 29.60
Electric fans and installations
10 115.89 8.10 - 73.84 0.48 4.92 54.59 73.39 7.41 - - 61.35 0.35 4.13 - 23.23 31.36 42.50
2,898.11 216.84 4.76 1,648.21 58.55 68.63 1,481.58 1,747.21 118.21 - 1.01 1,451.71 52.27 59.51 - 421.96 1,059.62 1,150.90
Share of Joint Venture 8.61 1.88 - - - (0.03) 10.46 1.41 1.27 - - - - 0.01 - 2.69 7.77 7.20
Total tangible assets 2,906.72 218.72 4.76 1,648.21 58.55 68.60 1,492.04 1,748.62 119.48 - 1.01 1,451.71 52.27 59.52 - 424.65 1,067.39 1,158.10
Previous year 3,067.90 210.90 - 33.98 (338.10) 2,906.72 1,940.29 127.75 5.18 - - 30.16 (306.61) 12.17 1,748.62 1,158.10 1,127.61
b) Intangible Assets
1 Computer Software 73.41 7.25 - 60.53 0.08 3.41 23.46 68.54 6.86 - - 60.13 0.07 (1.08) - 14.12 9.34 4.87
2 Patent and Trademark 47.03 - - 50.72 - 3.69 - 28.70 - - - 35.80 - 7.10 - - - 18.33
3 Technical know-how 0.51 - - - - - 0.51 0.50 - - - - - - - 0.50 0.01 0.01
4 R & D Software 1.74 0.78 - - - - 2.52 0.52 0.33 - - - - - - 0.85 1.67 1.22
Total intangible assets 122.69 8.03 - 111.25 0.08 7.10 26.49 98.26 7.19 - - 95.93 0.07 6.02 - 15.47 11.02 24.43
Previous year 139.56 4.40 - - (21.27) 122.69 104.83 10.91 - - - - (17.48) - 98.26 24.43 34.73
c) Capital Work in Progress 36.75 24.48 - 5.26 36.27 0.79 20.49 - - - - - - - - - 20.49 36.75
Share of Joint Venture 1.55 - - 0.67 (0.01) 0.87 - - - - - - - - - 0.87 1.55
Total Capital 38.30 24.48 - 5.26 36.94 0.78 21.36 - - - - - - - - - 21.36 38.30
Work in Progress
Previous Year 44.41 29.09 - - 32.68 (2.52) 38.30 - - - - - - - - - 38.30 44.41
d) Assets held for sale - tangible - - - - - - - - - - - - - - - 0.10 0.39

Previous Year - - - - - - - - - - - - - - - 0.39 0.07
e) Total Tangible Assets (a+d) 2,906.72 218.72 4.76 1,648.21 58.55 68.60 1,492.04 1,748.62 119.48 - 1.01 1,451.71 52.27 59.52 - 424.65 1,067.49 1,158.49
Previous year 3,067.90 210.90 - 33.98 (338.10) 2,906.72 1,940.29 127.75 5.18 - - 30.16 (306.61) 12.17 1,748.62 1,158.49 1,127.68
Total-Current Year 3,067.71 251.23 4.76 1,764.72 95.57 76.48 1,539.89 1,846.88 126.67 - 1.01 1,547.64 52.34 65.54 - 440.12 1,099.87 1,221.22
Total-Previous year 3,251.87 244.39 - - 66.66 (361.89) 3,067.71 2,045.12 138.66 5.18 - - 30.16 (324.09) 12.17 1,846.88 1,221.22 1,206.82
Notes: 1 Freehold land includes land amounting to ` 0.10 crore located at Narela Industrial Area in respect of which possession has not been given by authority.
2 The title deed in respect of freehold land & building amounting to ` 17.17 crores at Badli is yet to be executed.
3 Buildings include ` 0.03 crore being the cost of premises purchased at Leonard Road, Bangalore, title deed in respect of which has not been executed as yet.
4 The machinery retired from active use and held for disposal are classified as assets held for sale.
Details are as under:
Current year : Gross Block ` 0.94 crore, Accumulated depreciation ` 0.41 crore, Loss ` 0.43 crore and Net Block ` 0.10 crore
Previous year : Gross Block ` 2.19 crores, Accumulated depreciation ` 1.31 crores, Loss `. 0.49 crore and Net Block ` 0.39 crore
5 During the year, the Group has acquired 51% stake in equity share capital of Promptec Renewable Energy Solutions Private Limited. Accordingly, the assets in respect of said subsidiary have been shown as Additions on account of acquisition of Subsidiary.
6 On December 31, 2015, the Group has divested 80% stake in capital of Havells Malta Limited. Accordingly, the assets in respect of said subsidiary have been shown as Adjustment on account of disposal of Subsidiary.
13 NON-CURRENT INVESTMENTS
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Business
Trade investments (valued at cost unless stated otherwise)
Review
Carrying amount of Investment in Equity accounted associates
Havells Malta Limited {refer note no.32(1) and 32(5)(a)} 101.65 -

2,82,51,600 Equity Shares of Euro 1/- each fully paid up
Aggregate amount of unquoted investments 101.65 -
Non Trade investments (valued at cost unless stated otherwise)

Quoted Investment in Bonds

15,00,000, 7.35% 15 year Tax Free, Secured Redeemable Non Convertible 150.66 -
Directors
Bonds of face value ` 1000/- each of National Highway Authority of India
Report
(Aggregate market value of quoted Investment is ` 156.00 crores)
(Previous year ` Nil)
Aggregate amount of Quoted Investments 150.66 -
252.31 -
14 LONG TERM LOANS AND ADVANCES
(` in Crores)
As at As at
and Analysis
March 31, 2016 March 31, 2015
Capital advances 10.39 7.57
Minimum Alternate Tax Credit entitlement 32.75 10.09
Other deposits with Statutory/Government authorities 18.78 20.87
80.24 58.14
15 OTHER NON-CURRENT ASSETS Report

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Earnest Money 0.36 0.36
Fixed deposits with banks having maturity period of more than twelve months - 175.00
Deposits held as margin money against bank guarantees 0.02 0.02
0.38 175.38
Statements
Financial
169
16 Current Investments
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Current portion of long term Investments (valued at lower of cost and fair
value)
Carrying amount of Investment in Equity accounted associates
Havells Exim Limited {refer note no. 32(1)} 5.19 -
200 Equity Shares of 1 Hong Kong Dollars each fully paid up
Aggregate amount of unquoted Investments 5.19 -
17 INVENTORIES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Work in progress 67.06 54.80
Stores and spares 11.27 8.97
Loose tools 0.81 1.04
Fuel and Gases 0.52 0.58
Scrap materials 3.41 4.09
834.29 1,364.06
(Including finished goods of ` Nil and traded goods of ` 1.03 crores)
(previous year including finished goods of ` 0.77 crore and traded goods of
` 0.11 crore)
837.09 1,366.29
The above includes goods in transit as under:
Raw Materials 22.73 19.81
a) Inventories other than scrap materials have been taken at lower of cost and net realisable value. (refer note no.1.06)
b) The stocks of scrap materials have been taken at net realisable value.
c) Raw material inventory of group companies amounting to ` Nil (previous year ` 102.97 crores) has been valued on First in First
Out basis.
18 TRADE RECEIVABLES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Outstanding due for a period exceeding six month from the date they
are due for payment
48.10 54.29
10.14 6.47
Other receivables
232.10 626.98
225.59 616.64
259.37 623.18
170
19 CASH AND BANK BALANCES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Business
Review
Cash credit accounts {refer note no.32(6)} 46.85 55.79
Fixed Deposits having a maturity period of less than three months 25.00 57.82
142.00 367.87
Unpaid dividend account* 2.44 0.99
Fixed Deposits accounts having a maturity period more than three months but 1,265.02 397.81
less than twelve months
Directors
Escrow Account** 37.55 -
Report
1,305.01 398.80
1,447.01 766.67
1,465.26 777.47
*The Company can utilise the balance only towards settlement of unclaimed dividend.
**As per the terms of the Share Purchase Agreement with Shanghai Feilo Acoustics Co. Limited, a part of the total consideration,
` 37.55 crores (Euro 5 million) is held in an Escrow account with Citi bank, London for a period upto 6 months from closing date i.e
January 15, 2016 for any general claim against the representations and warranties given by Havells Holdings Limited with respect to Havells
Malta Limited or its erstwhile subsidiaries of the Group.
and Analysis
20. SHORT TERM LOANS AND ADVANCES
(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Other loans and advances (unsecured, considered good)
Advances against material and services 13.35 53.19
Other advances 0.66 0.30
Intercorporate advances 7.48 -
Balance with Statutory/ Government authorities:
Excise duty 2.81 0.86
Service tax 1.98 4.60 Report
VAT 16.03 46.54
82.99 169.18
85.34 172.29
21 OTHER CURRENT ASSETS

(` in Crores)
As at As at
March 31, 2016 March 31, 2015
Unsecured, considered good
Statements
Financial

DEPB licences in hand 2.53 3.32
Claims and other receivables 6.54 5.29
Interest accrued on deposits 23.88 9.97
35.93 21.94
171
22 REVENUE FROM OPERATIONS
(` in Crores)
March 31, 2016 March 31, 2015
Sale of products
Finished goods 6,396.46 6616.43
Traded goods 2,113.14 2767.19
8,509.60 9,383.62
8,526.55 9,384.17
Less: Turnover Discounts, incentives and rebates 452.68 538.65
8,073.87 8,845.52
Sale of Services 0.12 -
Other operating revenue
Scrap sales 34.12 36.24
Export incentives 7.86 6.77
{Including share of Joint Venture of ` 0.24 crore (previous year ` 0.40 crore)}
Revenue from operations (gross) 8,115.97 8,888.53
Details of products sold (gross)
Finished goods
Switchgears 1,316.45 1,304.38
Cables 2,553.65 2,485.33
Lighting and fixtures 1,593.04 2,064.07
{including share of Joint Venture of ` 5.97 crores (previous year ` 0.19 crore)}
6,402.43 6,616.62
Stock in Trade (Traded goods)
Lighting and fixtures 1,711.07 2322.28
{including share of Joint Venture of ` 10.98 crores (previous year ` 0.36 crore)}
2,124.12 2,767.55
8,526.55 9,384.17
23 OTHER INCOME
(` in Crores)
March 31, 2016 March 31, 2015
Interest income
Bank deposits 49.00 34.59
Bonds 2.38 -
Others 1.36 1.22
Miscellaneous income 23.88 10.26
Excess provisions no longer required written back 8.27 2.98
Provision for doubtful receivables written back 1.16 1.30
86.05 50.35
86.25 50.46
172
24 COST OF MATERIALS CONSUMED
(` in Crores)
March 31, 2016 March 31, 2015
Copper 901.37 920.46
Business
Review
Aluminium 464.13 473.64
General plastic 180.09 189.54
Paints and chemicals 209.11 179.34
Steel 130.64 132.72
Engineering plastic 63.29 67.79
Phosphor powder 17.75 36.67
Glass and glass tube 7.78 15.95
Ballast 26.01 48.80
Others 1,035.76 1,000.20
3,200.18 3,223.17
Directors
Report
3,213.37 3,239.18
25 PURCHASE OF TRADED GOODS

(` in Crores)
March 31, 2016 March 31, 2015
Lighting and fixtures 953.94 1,099.20
1,236.66 1,449.39
and Analysis
1,243.07 1,486.23
26 CHANGE IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE

(` in Crores)
Year ended Year ended (Increase)/
March 31, 2016 March 31, 2015 decrease
Inventories at the end of the year
Finished goods 405.84 452.04 46.20
(including Share of Joint Venture of ` Nil)
Stock in trade (traded goods) 143.08 546.33 403.25
(including Share of Joint Venture of ` 1.03 crores)
Work in progress 67.75 55.35 (12.40) Report
(including Share of Joint Venture of ` 0.69 crore)
Scrap Material 3.41 4.09 0.68
620.08 1,057.81 437.73
Add : Adjustment on account of acquisition of subsidiary 1.80
Less : Adjustment on account of disposal of subsidiary (512.77)
Net (Increase)/ decrease in work in progress, finished (73.24)
goods and stock in trade
Inventories at the beginning of the year

Finished goods 452.04 463.04 11.00
Statements
Financial
Stock in trade (Traded goods) 546.33 622.98 76.65

Work in progress 55.35 71.82 16.47
Scrap Material 4.09 3.73 (0.36)
1,057.81 1,161.57 103.76
173
(` in Crores)
March 31, 2016 March 31, 2015
Details of inventory at the end of the year
Finished Goods
Cables 139.55 113.57
Lighting and Fixtures (including Share of Joint Venture of ` Nil) 58.05 175.46
405.84 452.04
Traded goods
Lighting and Fixtures (including Share of Joint Venture of ` 1.03 crores) 79.66 465.55
143.08 546.33
Work in progress
Cable 31.49 18.06
Lighting and Fixtures (including Share of Joint Venture of ` 0.69 crore) 10.96 16.98
67.75 55.35
Details of inventory at the beginning of the year
Finished Goods
Cables 113.57 152.55
Lighting and Fixtures (including Share of Joint Venture of ` 0.77crore) 175.46 172.76
452.04 463.04
Traded goods
546.33 622.98
Work in progress
Cables 18.06 27.99
55.35 71.82
27 EMPLOYEE BENEFIT EXPENSES

(` in Crores)
March 31, 2016 March 31, 2015
Salaries, wages, bonus, commission and other benefits 718.83 835.64
Contribution towards PF, Social Security and ESI 136.60 182.50
Employee stock option expense {refer note no. 32(10)} 1.70 3.73
Gratuity and pension expenses {refer note no. 32(9)} (24.03) 136.74
Staff welfare expenses 23.95 27.49
857.05 1,186.10
859.48 1,187.50
174
28 FINANCE COSTS
(` in Crores)
March 31, 2016 March 31, 2015
Business
Review
Bank charges 5.13 5.79
Miscellaneous financial expenses 0.05 0.10
Exchange difference to the extent considered as an adjustment to borrowing cost 4.19 3.83
44.93 63.94
44.94 63.96
29 DEPRECIATION AND AMORTISATION EXPENSES

(` in Crores)
March 31, 2016 March 31, 2015
Depreciation of tangible assets 118.21 126.69
Directors
Amortisation of intangible assets 7.19 10.91
Report
125.40 137.60
126.67 138.66
30 OTHER EXPENSES
(` in Crores)
March 31, 2016 March 31, 2015
Consumption of stores and spares 41.30 37.43
Power and fuel 80.87 84.21
Job work charges 167.12 151.89
and Analysis
Increase/(decrease) in excise duty in inventory of finished goods and scrap 6.78 4.76
Rent 76.08 93.50
Repairs and maintenance
Plant and machinery 26.20 29.46
Buildings 13.73 19.26
Others 24.44 20.58
Rates and taxes 35.60 51.62
Insurance 19.53 25.20
Trade mark fee and royalty 40.34 40.30
Communication expenses 21.77 25.63
Legal and professional charges 45.69 78.55
Payment to Auditors
As auditor:
Report
Audit fee 9.05 9.82
Tax audit fee 0.05 0.05
Reimbursement of expenses 0.07 0.06
In other capacity 2.41 4.03
Contribution towards Corporate Social Responsibility (CSR) 11.48 9.79
{refer note no. 32(11)}
Director's Sitting Fees 0.32 0.22
Exchange fluctuations (net) 38.84 44.16
Freight and forwarding expenses 252.13 278.09
Service tax and custom duty paid 18.89 14.59
Advertisement and sales promotion 245.02 259.26
Cash discount 82.29 87.32
Statements
Financial
Commission on sales 58.84 60.98

Product warranties and after sales services 115.52 147.01
Claims and damages - 27.69
Trade receivables factoring charges 36.64 31.88
Loss on sale/ discard of fixed assets (net) 3.41 1.97
Impairment on tangible assets - 12.17
175
(` in Crores)
March 31, 2016 March 31, 2015
Bad debts written off 1.81 0.61
Miscellaneous expenses 50.30 61.45
1,668.46 1,827.67
1,671.29 1,831.63
31 CONTINGENT LIABILITIES, COMMITMENTS AND LITIGATIONS

(` in Crores)
2015-16 2014-15
A Contingent liabilities (to the extent not provided for)
a Claims / Suits filed against the Company not acknowledged as debts 5.61 5.21
b Liability towards banks against receivable buyout facilities {refer note (i)} 132.50 106.30
c Bonds to excise department against export of excisable goods/purchase of 0.53 3.30
goods without payment of duty (to the extent utilised)
d Disputed tax liabilities in respect of pending cases before Appellate Authorities 100.55 100.80
{Amount deposited under protest ` 19.05 crores (previous year ` 20.65
crores)} {refer point (ii)}
e Demand raised by Uttarakhand Power Corporation Limited contested before 1.00 1.00
Hon'ble High Court of Uttarakhand,Nanital
{Amount deposited under protest ` 1.00 crore (previous year ` 1.00 crore)}
f Custom duty payable against export obligation {refer point (iii)} 8.88 12.14
Notes:
i) a) The Group has availed Receivable Buyout facility from banks against which a sum of ` 438.35 crores (Previous year ` 418.77
crores) has been utilized as on the date of Balance Sheet and correspondingly, the trade receivables stand reduced by the said
amount. The Group has given maximum First Loss Default Guarantee of ` 84.50 crores (Previous Year ` 58.30 crores) against the
said facility and accordingly disclosed as contingent liability. A sum of ` 29.42 crores (previous year ` 25.60 crores) on account of
charges paid for this facility has been debited to the trade receivables factoring charges account.
b) The Group has arranged Channel Finance facility for its customers from banks against which a sum of ` 370.64 crores (Previous
year ` 371.94 crores) has been utilized as on the date of Balance Sheet. The Group has given maximum First Loss Default
Guarantee of ` 48 crores (Previous Year ` 48 crores).
ii) The various disputed tax liabilities are as under:

(` in Crores)
Sl. Description Period to Disputed amount
which relates 2015-16 2014-15
a) Excise / Customs/ Service Tax
Show cause notices/ demands raised by Excise and Custom 1994-96 19.41 30.21
2012-13
b) Income Tax
Disallowances/ additions made by the income tax 2003-04 40.28 42.33
2011-12
c) Sales Tax/ VAT
Show cause notices/ demands raised by Sales tax/ VAT 2003-04 40.59 28.11
2014-15
d) Others
Demand of local area development tax by the concerned 2001-02 0.12 0.12
authorities.
Demand of octroi alongwith penalty in the state of 2010-11 0.03 0.03
Maharashtra by the concerned authorities.
Demand of Advertisement Tax by Municipal Corporation of 2014-15 0.12 -
Indore, M.P.
100.55 100.80
176
Based on favourable decisions in similar cases, legal opinions taken by the Group and discussions with the solicitors, the
Group does not expect any liability against these matters and hence no provision has been considered in the books of
accounts.
Besides the above, show cause notices from various departments received by the Group have not been treated as contingent
Business
Review
liabilities since the Group has adequately represented to the concerned departments and does not expect any liability on
this account.
iii) a) The Group is under obligation to export goods worth ` 64.05 crores (Previous Year ` 68.39 crores) within a period of
eight years from the date of issue of EPCG licenses issued in terms of para 5.2 of Foreign Trade Policy 2009-2014.
As on the date of balance sheet, the Group has fulfilled the export obligation in respect of which application for
Export Obligation Discharge Certificates (EODC) will be filed with the Director General Foreign Trade (DGFT) within
the stipulated time. Custom duty payable against said obligation is ` 8.00 crores (previous year ` 8.55 crores).
b) The Group is under obligation to export goods worth ` 13.23 crores (previous year ` 55.48 crores) in respect of duty
free imports made by the Group against Advance Licenses. As on the date of balance sheet, the Group has fulfilled
the export obligation in respect of which application for Export Obligation Discharge Certificates (EODC) will be
Directors
Report
filed with the Director General Foreign Trade (DGFT) within the stipulated time. Custom duty payable against said
obligation is ` 0.88 crore (previous year ` 3.59 crores).
(` in Crores)
B Commitments 2015-16 2014-15
a) Estimated amount of capital contracts remaining to be executed and not 21.21 63.87
provided for (net of advances)
b) Corporate Social Responsibility commitment to Ashoka University, Haryana. 3.00 6.00
24.21 69.87
C. Other Litigations
and Analysis
i) The Group has some entry tax and other tax related litigation of ` 41.11 crores (previous year ` 43.53 crores) against
which liability has been assessed as probable and adequate provisions have been made with respect to the same.
{refer note no. 11(b)}
ii) Various litigation claims are ongoing against the Group as on March 31, 2016 out of which claim amounting to
` 20.56 crores (previous year ` 45.34 crores) are considered remote by the group. Accordingly the same are not
considered in the above contingent liability disclosure.
32 OTHER NOTES ON ACCOUNTS

1 A) (i) The Board of Directors of the Company in their meeting held on December 10, 2015 has approved divestment plan
upto 100% in its subsidiaries/ step down subsidiaries, which is approved by the shareholders of the Company
through postal ballot on January 18, 2016, consequently following events happened:
(a) The Company's wholly owned subsidiary 'Havells Holdings Limited' completed sale of shares with respect Report
to 80% of its stake in 'Havells Malta Limited' (excluding its subsidiaries based in United States, Brazil, Chile
and Thailand) to INESA UK Limited, an affiliate of Shanghai Feilo Acoustics Co. Limited, a China based
listed company at an agreed consideration of 138.40 million Euro (equivalent to ` 1,011.05 crores) subject
to terms and conditions of shareholders agreement. The Profit of ` 702.65 crores on disposal of investment
in 'Havells Malta Limited' being the difference between consideration received and proportion of net assets
(including goodwill) as on the date of transaction has been treated as exceptional item and credited to the
Statement of Profit and Loss in accordance with the requirement of Accounting Standard-5 Net Profit or
Loss for the period, Prior Period items and Change in Accounting Policies (specified under section 133 of the
Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014). As per the terms of the Share
Purchase Agreement a part of the total consideration, ` 37.55 crores (Euro 5 million) is held in an Escrow
Statements
account with Citi bank, London for a period upto 6 months from closing date for any general claim against the
Financial
representations and warranties given by Havells Holdings Limited with respect to Havells Malta Limited or its
subsidiaries.
Subsequent to the above transaction, Havells Malta Limited ceases to be the subsidiary of the Company and
has become an Associate Company.
177
(b) The Company has entered into a Share Purchase Agreement dated December 10, 2015 with Shanghai Feilo
Investment Limited (A subsidiary of Shanghai Feilo Acoustics Co. Ltd.) for the sale of 80% stake in its wholly
owned subsidiary Havells Exim Limited, Hong Kong for a purchase consideration equivalent to ` 75.89 crores
(Euro 10.40 million). Pursuant to aforesaid sale of Shares, the Company has received a sum of ` 75.89 crores
(Euro 10.40 million) against sale on 800 Equity shares of Havells Exim Limited as aforesaid resulting in a
profit of ` 55.07 crores on the said transaction being the difference between consideration received and
proportion of net assets as on the date of transaction. The same has been disclosed as an exceptional item
in accordance with the requirements of Accounting Standard-5 Net Profit or Loss for the period, Prior Period
items and Change in Accounting Policies (specified under section 133 of the Companies Act, 2013, read with
Rule 7 of Companies (Accounts) Rules, 2014).
Subsequent to the above transaction, the Company holds 20% stake in Havells Exim Limited and therefore
Havells Exim Limited ceases to be the subsidiary of the Company and has become an Associate Company.
Further, pursuant to Share Purchase agreement with Shanghai Feilo Investment Limited (A subsidiary of
Shanghai Feilo Acoustics Co. Ltd), the Company is committed for the remaining 20% stake sale in Havells
Exim Limited i.e. 200 Equity Shares of HKD 1 each at the end of nine months from the date of transfer of
the 80% stake for a consideration of Euro 2.60 million subject to fulfillment of certain terms and conditions
mentioned in the Share Purchase Agreement. The Investment in Havells Exim Limited has been treated as
Current Investments, held for sale and disclosed accordingly.
(ii) In respect to the balance 20% stake in Havells Malta Limited, Havells Holdings Limited has an option (put option) to
the sell shares to Shanghai Feilo Acoustics Co. Ltd. or its associates from the period commencing from end of 18
months from the closing date of transaction and until the end of 5 years from the closing date and Shanghai Feilo
Acoustics Co. Ltd. or its associates have the option (call option) to acquire these shares from period commencing
from the closing date until the 5th anniversary of the closing date. Under the same agreement Havells Holdings
Limited will continue to hold 100% stake in subsidiaries based in USA , Brazil, Chile and Thailand.
(B) The Group has incurred restructuring costs of ` 33.70 crores (Euro 4.76 million) in Germany and Columbia to
rationalize the workforce at these locations and the same has been treated as exceptional item.
(C) Therefore, the total exceptional items disclosed in the statement of Profit and Loss is as under:
(` in Crores)
2015-16 2014-15
(i) On account of profit on the disposal of stake in Havells Malta Limited 702.65 -
(ii) On account of profit on the disposal of stake in Havells Exim Limited 55.07 -
(iii) Restructuring cost incurred (33.70) -
724.02 -
2. a) During the year, the Company has entered into a share subscription cum purchase agreement dated April 21, 2015 to
acquire 51% stake in Promptec Renewable Energy Solutions Private Limited for a consideration of ` 29.12 crores.
Accordingly Promptec Renewable Energy Solutions Private Limited has become a subsidiary Company with effect
from the said date. The Company has accounted goodwill on consolidation of ` 20.40 crores being difference in the
value of consideration paid and net assets acquired.
b) Additional Information as required Schedule III of Companies Act, 2013 of enterprises consolidated as Subsidiary/
Associates/ Joint Ventures is disclosed as follows:
(` in Crores)
Name of entity Country of Date of Nature Net Assets, i.e., Share in profit or loss
incorporation control total assets minus for the year ended
total liabilities as at March 31, 2016
March 31, 2016
As % of Amount As % of Amount
consolidated (`) consolidated (`)
net assets profit or loss
(I) Parent
Havells India Limited India - Parent Company 103.03% 2,644.18 59.18% 715.35
(130.66%) (2,375.79) (120.63%) (464.94)
(II) Foreign Subsidiaries having no minority interests {to the extent of control 100% (previous year 100%)}
1 Havells Holdings Limited Isle of Man 09.03.2007 WOS 1.53% 39.32 -0.15% -1.77
(0.01%) (0.16) (-0.52)% (-2.01)
2 Havells International Limited Malta 23.12.2015 WOS -0.01% -0.18 -0.02% -0.20
(0.00)% (0.00)% (0.00)% (0.00)%
3 Havells Sylvania Iluminacion Chile 10.09.2008 WOS of Havells Holdings -0.15% -3.88 -1.80% -21.80
(Chile) Ltda Limited
(1.48)% (26.93) (-0.78)% (-3.02)
178
(` in Crores)
March 31, 2016
Business
Review
4 Havells USA Inc. USA 31.12.2010 WOS of Havells Holdings -0.50% -12.81 -3.27% -39.52
Limited
(2.66)% (48.37) (-3.32)% (-12.79)
5 Havells Sylvania (Thailand) Thailand 20.04.2007 49% held by Havells 0.22% 5.77 -3.03% -36.58
Limited International Limited and
51% held by Thai Lighting
Assets Co Ltd
(1.58)% (28.78) (-8.79)% (-33.88)
6 Havells Sylvania Brasil Brazil 20.04.2007 WOS of Havells -1.30% -33.43 -3.70% -44.71
Illuminacao Ltda. International Limited
(0.26)% (4.80) (-19.39)% (-74.73)
7 Havells Exim Limited Hong Kong 24.10.2010 Associate Company* 0.00% 0.00 0.38% 4.62
Directors
(1.28)% (23.25) (1.90)% (7.33)
Report
8 Havells Malta Limited Malta 13.03.2007 Associate Company* 0.00% 0.00 -0.01% -0.16
(0.02)% (0.35) (-0.02)% (-0.09)
9 Havell's Netherlands Netherlands 13.03.2007 WOS of Associate 0.00% 0.00 1.71% 20.70
Holding B.V. Company*
(-4.35)% (-79.13) (0.98)% (3.76)
10 Havell's Netherlands B.V. Netherlands 13.03.2007 WOS of Associate 0.00% 0.00 -2.95% -35.60
Company*
(-0.09)% (-1.72) (-2.79)% (-10.77)
11 SLI Europe B.V. Netherlands 20.04.2007 WOS of Associate 0.00% 0.00 -0.08% -0.92
Company*
(0.00)% (0.08) (-0.37)% (-1.44)
12 Havells Sylvania Holdings British Virgin 20.04.2007 WOS of Associate 0.00% 0.00 0.00% 0.00
(BVI-1) Ltd Islands Company*
and Analysis
(0.00)% (0.00) (0.00)% (0.00)
13 Flowil International Lighting Netherlands 20.04.2007 WOS of Associate 0.00% 0.00 1.15% 13.87
(Holding) B.V. Company*
(4.33)% (78.68) (13.27)% (51.14)
14 Sylvania Lighting Netherlands 20.04.2007 WOS of Associate 0.00% 0.00 -0.44% -5.30
International B.V. Company*
(0.06)% (1.04) (-1.32)% (-5.10)
15 Guangzhou Havells Sylvania China 20.04.2007 WOS of Associate 0.00% 0.00 0.41% 4.95
Enterprise Limited Company*
(0.60)% (10.83) (0.81)% (3.13)
16 Havells Sylvania Asia Pacific Hong Kong 20.04.2007 WOS of Associate 0.00% 0.00 0.22% 2.65
Limited Company*
(0.48)% (8.70) (1.27)% (4.89)
17 Havells Sylvania Sweden Sweden 20.04.2007 WOS of Associate 0.00% 0.00 0.01% 0.15
A.B. Company*
(0.02)% (0.40) (-0.36)% (-1.37) Report
18 Havells Sylvania Finland OY Finland 20.04.2007 WOS of Associate 0.00% 0.00 0.02% 0.30
Company*
(-0.04)% (-0.76) (-0.08)% (-0.30)
19 Havells Sylvania Norway Norway 20.04.2007 WOS of Associate 0.00% 0.00 0.00% 0.02
A.S. Company*
(0.00)% (-0.04) (-0.04)% (-0.16)
20 Havells Sylvania Fixtures Netherlands 20.04.2007 WOS of Associate 0.00% 0.00 -0.10% -1.15
Netherlands B.V. Company*
(-0.07)% (-1.32) (-0.62)% (-2.39)
21 Havells Sylvania Lighting Belgium 20.04.2007 WOS of Associate 0.00% 0.00 1.18% 14.28
Belgium N.V. Company*
(-1.18)% (-21.39) (-1.90)% (-7.34)
22 Havells Sylvania Belgium Belgium 20.04.2007 WOS of Associate 0.00% 0.00 0.02% 0.20
Statements
B.V.B.A. Company*
Financial
(-0.30)% (-5.42) (-0.03)% (-0.10)

23 Havells Sylvania Lighting France 20.04.2007 WOS of Associate 0.00% 0.00 0.43% 5.24
France S.A.S Company*
(-0.28)% (-5.07) (1.29)% (4.98)
24 Havells Sylvania France France 20.04.2007 WOS of Associate 0.00% 0.00 0.21% 2.57
S.A.S. Company*
(2.24)% (40.64) (0.46)% (1.76)
179
(` in Crores)
March 31, 2016
25 Havells Sylvania Italy S.P.A. Italy 20.04.2007 WOS of Associate 0.00% 0.00 0.03% 0.34
Company*
(-1.34)% (-24.39) (-3.72)% (-14.32)
26 Havells Sylvania Portugal Portugal 20.04.2007 WOS of Associate 0.00% 0.00 0.01% 0.09
Lda Company*
(0.01)% (0.17) (0.03)% (0.12)
27 Havells Sylvania Greece Greece 20.04.2007 WOS of Associate 0.00% 0.00 0.02% 0.28
A.E.E.E. Company*
(0.43)% (7.86) (0.44)% (1.68)
28 Havells Sylvania Spain S.A. Spain 20.04.2007 WOS of Associate 0.00% 0.00 0.05% 0.59
Company*
(-0.11)% (-1.98) (0.25)% (0.97)
29 Havells Sylvania Germany Germany 20.04.2007 WOS of Associate 0.00% 0.00 1.86% 22.48
Gmbh Company*
(-15.70)% (-285.43) (-17.55)% (-67.65)
30 Havells Sylvania Switzerland Switzerland 20.04.2007 WOS of Associate 0.00% 0.00 0.04% 0.52
A.G Company*
(-0.25)% (-4.62) (0.87)% (3.36)
31 Havells Sylvania Argentina Argentina 20.04.2007 WOS of Associate 0.00% 0.00 -0.04% -0.48
S.A. Company*
(5.67)% (103.02) (3.78)% (14.56)
32 Havells Sylvania N.V. Dutch 20.04.2007 WOS of Associate 0.00% 0.00 1.59% 19.20
Antilles Company*
(5.28)% (95.98) (6.64)% (25.58)
33 Havells Sylvania Colombia Colombia 20.04.2007 WOS of Associate 0.00% 0.00 0.30% 3.61
S.A. Company*
(8.37)% (152.22) (0.01)% (0.04)
34 Havells Mexico S.A. de C.V. Mexico 20.04.2007 WOS of Associate 0.00% 0.00 -0.26% -3.17
Company*
(6.30)% (114.55) (-2.00)% (-7.69)
35 Havells Mexico Servicios Mexico 20.04.2007 WOS of Associate 0.00% 0.00 0.00% 0.00
Generales S.A.de CV Company*
(0.56)% (10.17) (0.00)% (0.00)
36 Havells Sylvania EI Salvador EI Salvador 20.04.2007 WOS of Associate 0.00% 0.00 0.12% 1.46
S.A. de C.V. Company*
(1.54)% (28.01) (0.23)% (0.87)
37 Havells Sylvania Guatemala Guatemala 20.04.2007 WOS of Associate 0.00% 0.00 0.14% 1.73
S.A. Company*
(1.11)% (20.27) (0.74)% (2.87)
38 Havells Sylvania Costa Rica Costa Rica 20.04.2007 WOS of Associate 0.00% 0.00 0.83% 9.98
S.A. Company*
(7.70)% (140.01) (2.33)% (8.99)
39 Havells Sylvania Panama Panama 20.04.2007 WOS of Associate 0.00% 0.00 0.12% 1.46
S.A. Company*
(1.76)% (32.01) (0.09)% (0.35)
40 Havells Sylvania Venezuela Venezuela 20.04.2007 WOS of Associate 0.00% 0.00 0.01% 0.17
C.A. Company*
(0.27)% (4.82) (-0.60)% (-2.32)
41 Havells Sylvania Europe United 20.04.2007 WOS of Associate 0.00% 0.00 -2.57% -31.11
Limited Kingdom Company*
(1.44)% (26.21) (8.18)% (31.53)
42 Havells Sylvania UK Limited United 20.04.2007 WOS of Associate 0.00% 0.00 0.16% 1.88
Kingdom Company*
(-1.78)% (-32.29) (-4.04)% (-15.57)
43 Havells Sylvania Fixtures UK United 20.04.2007 WOS of Associate 0.00% 0.00 0.47% 5.73
Limited Kingdom Company*
(1.16)% (21.06) (1.12)% (4.3)
44 Havells Sylvania Tunisia Tunisia 20.04.2007 WOS of Associate 0.00% 0.00 -0.08% -0.93
S.A.R.L. Company*
(0.31)% (5.60) (-1.13)% (-4.36)
45 Havells Sylvania Export N.V. Dutch 20.04.2007 WOS of Associate 0.00% 0.00 0.00% 0.00
Antilles Company*
(0.00)% (0.00) (-0.04)% (-0.15)
180
(` in Crores)
March 31, 2016
Business
Review
46 Havells Sylvania Holdings British Virgin 20.04.2007 WOS of Associate 0.00% 0.00 0.00% 0.00
(BVI-2) Ltd Islands Company*
(0.00)% (0.00) (0.00)% (0.00)
47 Havells Sylvania Dubai Dubai 07.01.2008 WOS of Associate 0.00% 0.00 0.26% 3.14
FZCO Company*
(0.65)% (11.76) (0.54)% (2.10)
48 Havells Sylvania (Shanghai) China 14.01.2008 WOS of Associate 0.00% 0.00 0.10% 1.22
Ltd Company*
(-0.09)% (-1.57) (0.03)% (0.11)
49 Havells Sylvania Peru S. Peru 18.01.2008 WOS of Associate 0.00% 0.00 -0.02% -0.26
A. C. Company*
(0.05)% (0.97) (-0.17)% (-0.64)
Directors
50 Havells Sylvania (Malaysia) Malaysia 10.09.2008 WOS of Associate 0.00% 0.00 -0.06% -0.68
Report
Sdn. Bhd Company*
(0.02)% (0.34) (-0.38)% (-1.45)
51 Panama Americas Trading Panama 28.05.2010 WOS of Associate 0.00% 0.00 1.06% 12.84
Hub SA Company*
(-8.92)% (-162.14) (4.48)% (17.27)
52 Havells Sylvania Poland Poland 29.05.2009 WOS of Associate 0.00% 0.00 0.00% -0.02
S.P.Z.O.O Company*
(0.01)% (0.10) (-0.01)% (-0.02)
53 Havells Sylvania TR Elektrik Turkey 17.11.2011 WOS of Associate 0.00% 0.00 -0.05% -0.59
rnleri Ticaret Limited Company*
sirketi
(0.06)% (1.14) (0.03)% (0.12)
54 PT Havells Sylvania Indonesia 31.05.2011 WOS of Associate 0.00% 0.00 -0.15% -1.85
and Analysis
Indonesia Company*
(-0.01)% (-0.16) (-0.76)% (-2.94)
55 Havells Sylvania South South Africa 10.07.2012 WOS of Associate 0.00% 0.00 -0.06% -0.78
Africa Proprietary Limited Company*
(0.18)% (3.31) (-0.74)% (-2.84)
(III) Foreign Subsidiaries having minority interests {to the extent of control 49% (previous year 49%)}
1 Thai Lighting Asset Co. Ltd.# Thailand 20.02.2012 49% held by Havells -0.01% -0.13 0.00% -0.04
International Limited
(0.00)% (-0.01) (0.00)% (-0.01)
(IV) Indian Subsidiary having minority interests {to the extent of control 51.18% (previous year Nil)}
1 Promptec Renewable India 21.04.2015 Subsidiary Company 0.34% 8.85 0.01% 0.13
Energy Solution Private
Limited
(0.00)% (0.00) (0.00)% (0.00)
(V) Minority Interest in all subsidiaries 0.33% 8.44 0.01% 0.13
(0.00)% (0.09) (0.00)% (0.00) Report
(VI) Foreign Joint Venture {to the extent of control 50% (previous year 50%)} (as per proportionate consolidation/ investment as per the equity
method)
1 Jiangsu Havells Sylvania Jiangsu 13.02.2012 Jointly Controlled Entity of 1.39% 35.62 0.17% 2.01
Lighting Co., Ltd. Province, Shanghai Yaming Lighting
China Co., Ltd and Havells India
Ltd.
(0.66%) (11.92) (0.50%) (1.94)
Adjustments arising out of -125.59 562.31
consolidation
(-994.59) (2.18)
Total 100.00% 2,566.34 100.00% 1,208.78
Previous Year 100.00% 1,818.27 100.00% 385.42
i) WOS refers to Wholly Owned Subsidiary

Statements
Financial
ii) Previous year figure have been shown in Bracket ( )

* Till December 31, 2015 Wholly owned subsidiaries and associates w.e.f. January 1, 2016 {refer note 32(1)}
#
avells International Limited (WOS of Havells Holdings Limited) holds 49% equity interest in Thai Lighting Asset Co. Ltd. However the
H
said Company has majority representation on Board of Directors of the entity and approval of the said Company is required for all major
operational decisions and the operations are solely carried out for the benefit of the Group. Based on facts and circumstances, management
determine that in substance the Group control this entity and therefore reported the same as controlled entities.
181
c) The Group has entered into a Joint Venture agreement with Shanghai Yaming Lighting Co., Limited, Shanghai,
China on 26th December 2011 for forming a Joint Venture Company for production of lighting lamps and lighting
accessories and sales/services of related products. Accordingly, a Company Jiangsu Havells Sylvania Lighting
Company, Limited a Jointly Controlled Entity has been formed vide certificate of approval dated 13th February
2012 issued by the Peoples Government of Jiangsu Province, China. The Group has invested a sum of ` 30.87
crores (RMB 33.00 millions) {previous year ` 30.87 crores (RMB 33.00 millions)} towards 50% of capital contribution
in said joint venture company as on the date of balance sheet.
Name of Joint Venture Description of Interest Country of Incorporation Proportion of Ownership interest
2015 2014
Jiangsu Havells Sylvania Jointly Controlled Entity Jiangsu Province, China 50% 50%
Lighting Co., Ltd.
The Company interest in the joint venture is accounted by using proportionate consolidation method.
d) In the consolidated financial statements, the figures of subsidiary Company 'Havells Holdings Limited (including step
down subsidiaries), and Havells International Limited (including step down subsidiaries) have been incorporated
based on the audited financial statements as at March 31, 2016 and of Joint Venture Jiangsu Havells Sylvania
Lighting Co., Ltd. on the basis of the audited financial statements ended on December 31, 2015. The figures of
Havells Malta Limited and its subsidiaries has been incorporated based on the audited financial statements for 9
months period ended December 31, 2015. There are no significant events or transactions between the Company
and associates that have occurred between January 1, 2016 till March 31, 2016, which require any adjustments in
Consolidated Financial Statements.
e) Havells Exim Limited and Havells Malta Limited have become Associate Companies with effect from 1st Day
of January, 2016 and accounted for in accordance with AS -23 Accounting for Investments in Associates
in Consolidated Financial Statements using the Equity Method of accounting. Goodwill arising on acquisition
is included in the carrying value of investments. In case of both the associates, the reporting period is from
1st January to 31st December of each year. Therefore, for the purpose of accounting of associates in consolidated
financial statements, the reporting period upto 31st December has been considered. There are no significant
events or transactions between the Company and associates that have occurred between January 1, 2016 till
March 31, 2016,which require any adjustments in Consolidated Financial Statements.
3 During the year, the Group has capitalized the following pre operative expenses to the cost of tangible fixed assets,
being expenses related to projects and development of Dies and Fixtures. Consequently, expenses disclosed under the
respective notes are net of amounts capitalized by the Group.
(` in Crores)
2015-16 2014-15
Cost of Material Consumed 5.79 3.65
9.27 7.56
4 The Group has incurred following expenditure on Research and Development during the year:
(` in Crores)
2015-16 2014-15
a) Revenue Expenditure
Cost of materials consumed 6.35 5.09
Employee benefit expenses 47.93 53.22
Rent 2.27 2.80
Legal and professional 1.36 2.01
Other expenses 7.91 7.71
69.54 73.81
b) Capital Expenditure
Tangible assets 2.24 1.77
3.18 2.43
The Research and Development facilities are located at the Head office, Noida and some other units of the group and
are approved by Department of Scientific and Industrial Research, Ministry of Science and Technology, Govt. of India.
The Company is entitled to a weighted deduction of 200% of the expenditure incurred at these units under section 35
(2AB) of the Income Tax Act, 1961
182
5 Goodwill
a) During the year, the group has disposed off 80% of its net assets in Havells Malta Limited along with its subsidiaries
(excluding subsidiaries Located in Brazil, Chile, Thailand and USA) resulting in transfer of 80% portion of goodwill
amounting to ` 307.63 crores and balance 20% portion i.e. ` 76.90 crores carried in the cost of investment in
Havells Malta Limited , an associate of group. Further the Company has acquired Promptec Renewable Energy
Business
Solutions Private Limited for aggregate consideration of ` 29.12 crores resulting in goodwill on consolidation of
Review
` 20.40 crores.
b) Goodwill is allocated to the Group's cash-generating units (CGUs) identified according to economic area of
operation of segments.
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use
pre-tax cash flow projections based on financial budgets and projections approved by management covering a
five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated
below. The growth rate does not exceed the long-term average growth rate for the lighting business in which the
CGU operates.
The key assumptions used for each of the above CGUs value-in-use calculations are terminal growth rate of
Directors
Report
1% (previous year 1%) and discount rate of 8.04% (previous year 7.43%).
Management determined budgets gross margin based on past performance and its expectations of market
development. The weighted average growth rates used are consistent with the forecasts included in industry
reports. The discount rates used are pre-tax and reflect specific risks relating to the business. The calculations
performed indicate that there is no impairment of goodwill.
c) Goodwill has been determined on the basis of excess of cost to the parent over net asset acquired in subsidiary
companies. Movement of Goodwill is as follows:
(` in Crores)
2015-16 2014-15
Balance at the beginning of the year 358.06 437.97
and Analysis
Add: Addition on account of acquisition of subsidiary 20.40 -
Less: Adjustment on account of disposal of subsidiaries (384.53 ) -
Realignment effect of Foreign exchange fluctuation 26.47 (79.91)
Balance at the end of the year 20.40 358.06
6 a) The Group has availed working capital limits from banks under consortium of Canara Bank, IDBI Bank Limited,
State Bank of India, Standard Chartered Bank, ICICI Bank Limited, Yes Bank Limited and Hongkong and Shanghai
Banking Corporation Limited.
b) Working capital limits from consortium banks are secured by way of:
(i) pari-passu first charge by way of hypothecation on stocks of raw materials, semi-finished goods, finished
goods, stores and spares, bill receivables, book debts and all movable and other current assets of Havells
India limited. Report
(ii) pari-passu first charge by way of equitable mortgage of land and building at 14/3, Mathura Road, Faridabad.
(iii) pari-passu second charge by way of hypothecation of plant and machinery, generators, furniture and fixtures,
electric fans and installations of Havells India Limited.
c) The Group has a debit balance in cash credit accounts as on the date of Balance Sheet.
7 The Group identifies its divisions into cash generating units for the purpose of testing of impairment of fixed assets. The
cash generating units have been identified on the basis of Group of assets that includes the asset that generates cash
inflows from continuing use that are largely independent of other assets or Group of assets.
Statements
Each of the identified cash generating units have been assessed at the balance sheet date and tested for impairment.
Financial
The Group has generally considered external factors influencing impairment of assets such as significant changes in
market value of the assets, changes in technology, market, economical or legal environment, return on investment
etc. and internal factors such as obsolescence, physical damage, changes at operation level etc. for assessment of
impairment conditions existing in the cash generating units as on the balance sheet date.
In Group companies, impairment of land and building, plant and machinery and other assets were recognised in the
lighting segment due to change economic conditions and phasing out of the products because of change in legal
183
environment in which entity operates, resulting in recoverable value being less than the carrying value. The total
impairment recognised during the year in ` Nil (Previous year: ` 12.17 crores relates to Colombia and Belgium). The
aforesaid impairment loss have been recognised in the statement of profit and loss under the head Other expenses.
The recoverable amount was based on net realisable value determined by active market reference.
8 Foreign currency exposure and derivative instruments

a) Foreign currency exposures recognised by the Group that have not been hedged by a derivative instrument or
otherwise as at March 31, 2016 are as under:
(` in Crores)
Currency Nature of Transaction As at March 31, 2016 As at March 31, 2015
Foreign Indian Rupees Foreign Indian Rupees
Currency Currency
GBP Export Trade Receivables - - 0.33 30.85
Import Trade Payables and - 0.05 0.82 75.96
Other Current Liability
USD Export Trade Receivables $0.83 54.60 $1.00 62.52

Import Trade Payables and $1.30 85.84 $4.52 282.58
Foreign currency loan to $0.03 2.22 $- -
other companies
Foreign currency loan from $1.36 90.01 $2.16 135.66
banks
EURO Export Trade Receivables 0.09 6.71

0.11 7.55
Import Trade Payables and 0.12 8.74
0.11 7.07
JPY Import Trade Payables 0.42 0.25 0.27 0.14
CHF Export Trade Receivables CHF- - CHF0.04 2.31

Import Trade Payables and CHF- - CHF0.02 1.25
Others Export Trade Receivables - - 0.44 3.82

Import Trade Payables and - - 0.62 3.56
b) Derivative instruments outstanding as at March 31, 2016 are as under:
Sl. Details of Currency/ Purpose As at March 31, 2016 As at March 31, 2015
Derivatives Pair of Amount in ` in Crores Amount in ` in Crores
currency Foreign Currency Foreign Currency
i) Forward contracts
Buy* Euro-USD To hedge the import - - USD 2,12,47,442 122.17
creditors.
Buy* GBP-USD To hedge the import - - - -
creditors.
ii) Interest Swap To hedge the interest - - Euro 4,65,88,733 314.52
expense on term loan.
*Buy USD and sell Euro/GBP to pay supplier.
9 Employee Benefits
i) For the Group Companies, the disclosures pursuant to Accounting Standard-15, Employee Benefits notified
under section 133 of the Companies Act, 2013 read with Rules 7 of Companies (Accounts) Rules, 2014 are
given below :
The Group has defined benefit gratuity plan covering eligible employees in Havells India Limited and Promptec
Renewable Energy Solutions Private Limited. The measurement date for the Group defined benefit gratuity plan is
31st March of each year.
184
Defined Contribution Plan
Contribution to Defined Contribution Plan, recognised as expense for the year are as under*
(` in Crores)
2015-16 2014-15
Employers Contribution towards Provident Fund (PF) 17.49 13.46
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Review
Employers Contribution towards Employee State Insurance (ESI) 0.51 0.45
18.00 13.91
Defined Benefit Plan
The employees Gratuity Fund Scheme, which is a defined benefit plan, is managed in Havells India Limited by the trust
maintained with Life Insurance Corporation of India (LIC) and Bajaj Allianz Life Insurance Company Limited. Under the
gratuity plan, every employee who has completed atleast five years of service gets a gratuity on departure @ 15 days of
last drawn salary for each completed year of service. The present value of obligation is determined based on actuarial
valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional
unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
(` in Crores)
2015-16 2014-15
Directors
Report
a) Reconciliation of opening and closing balances of Defined Benefit obligation
Defined Benefit obligation at beginning of the year 31.93 21.08
Opening defined benefits obligations of merged subsidiary company 0.19 -
Interest Cost 2.52 1.58
Benefit paid (1.23) (1.85)
Actuarial (gain) / loss on obligations 5.77 7.12
Defined Benefit obligation at year end 45.05 31.93
b) Reconciliation of opening and closing balances of fair value of plan assets
Fair value of plan assets at beginning of the year 21.16 16.32
and Analysis
Employer contribution 10.77 5.00
Actuarial gain / (loss) 0.24 0.11
Fair value of plan assets at year end 32.88 21.15
c) Reconciliation of fair value of assets and obligations

Fair value of plan assets 32.88 21.15
Present value of obligation (45.05) (31.93)
Amount recognised in Balance Sheet- Asset / (Liability) (12.17) (10.78)
d) Expenses recognised during the year
Interest Cost on benefit obligation 2.53 1.58 Report
Expected return on plan assets (1.94) (1.57)
Net Actuarial (gain) / loss recognised in the year 5.53 7.01
Net Cost debited to statement of profit and loss 11.99 11.02
e) Broad categories of plan assets as a percentage of total assets

Insurer managed funds (Havells India Limited) 100% 100%
Insurer managed funds (Promptec Renewable Energy Solutions Private Limited) NA NA
f) Actuarial assumptions
Mortality Table (LIC) 2006-08 2006-08
(Ultimate) (Ultimate)
Statements
Financial
Discount rate (per annum) 7.60% - 8.00% 7.85%

Expected rate of return on plan assets (per annum) 0.00% - 7.50% 8.75%
Attrition Rate 5.00% - 28.00% 5.00%
g) Actual return on plan assets (` in Crores)

Havells India Limited 2.18 1.67
Promptec Renewable Energy Solutions Private Limited NA NA
185
h) Amounts for current and previous four periods:
(` in Crores)
2015-16 2014-15 2013-14 2012-13 2011-12
Present value of obligation 45.05 31.93 21.08 16.15 12.25
Fair value of plan assets 32.88 21.15 16.32 12.86 9.03
Surplus/(Deficit) (12.17) (10.78) (4.76) (3.29) (3.22)
Experience Adjustments of Plan Assets [Gain/(loss)] 5.59 7.13 1.97 1.62 1.02
Experience Adjustments of Obligations [Gain/(loss)] 1.25 3.96 2.06 0.80 1.26
i) The plan assets are maintained with Life Insurance Corporation of India (LIC) and Bajaj Allianze Life Insurance
Company Limited.
j) The Company expects to contribute ` 12.00 crores (previous year ` 11.00 crores) to the plan during the next
financial year.
The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation,
seniority, promotion and other relevant factors including supply and demand in the employment market. The above
information is as certified by the Actuary.
The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition
of plan assets held, assessed risks, historical results of return on plan assets and the Companys policy for the plan
assets management.
ii) For Group companies, the disclosures of Employee benefits as defined in the Accounting Standard-15, Employee
Benefits specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules,
2014 are given below:
The Group has various defined benefit pension plans covering eligible employees in Germany, Thailand, France,
Italy and UK. Benefits are based on number of years of service and the employees compensation. The Groups
funding policy is consistent with the funding requirements of law and regulations in the various jurisdictions. The
Group also has a post retirement medical benefit plan in Switzerland and an early retirement plan in Belgium, which
are unfunded.
The measurement date for the Groups defined benefit pension plan, defined contribution plan and post retirement
medical benefit plan is 31st March of each year. However in case of Germany, France, Italy and U.K defined pension
plan is till December 31, 2015 since these companies ceased to be subsidiary as at December 31, 2015.
(` in Crores)
2015-16 2014-15
(a) The amounts recognised in the balance sheet are:
Pension benefits and early retirement plan 5.30 390.59
Post retirement medical plan - 5.39
5.30 395.98
(b) The amounts recognised in the statement of profit and loss are :
Pension benefits and early retirement plan (36.02) 127.37
(36.02) 127.37
(c) The amounts recognised in the balance sheet are determined:
Present value of defined benefits plans
- Funded obligations - 888.64
- Unfunded obligations 5.30 31.91
Total defined benefit obligation 5.30 920.55
Fair value of plan assets - (550.28)
5.30 370.27
Present value of other unfunded obligations - 25.71
5.30 395.98
186
(` in Crores)
Defined Post retirement Total
benefit plans medical plan
Year ended March 31, 2016
(d) The amounts recognised in the statement of profit
Business
Review
and loss are:
Current service cost 3.60 - 3.60
Interest cost 5.01 - 5.01
Net actuarial (gain)/loss (44.63) - (44.63)
Total included in staff costs (36.02) - (36.02)
Year ended March 31, 2015

Net Acturial (gain)/loss 108.02 - 108.02
Total included in staff costs 125.72 - 125.72
Directors
The actual return on plan assets is a loss of ` 25.57 crores as against profit of ` 24.69 crores in previous year.
Report
Defined benefit Post retirement Total
plans Early medical plan
retirement plans
2015-16 2015-16 2015-16
(e) Reconciliation of opening and closing balance of
obligations are as follows:
As at beginning of the year 940.84 5.41 946.25
Curtailment and settlements - - -
Exchange differences 64.21 0.16 64.37
and Analysis
Actuarial losses / (profit) (84.59) - (84.59)
Benefits paid (27.83) (0.49) (28.32)
Transfer on account of disposal of subsidiaries (910.16) (5.08) (915.24)
As at end of the year 5.30 - 5.30
2014-15 2014-15 2014-15

As at beginning of the year 866.61 6.31 872.92
Curtailment and settlements - - -
Exchange differences (119.68) (0.30) (119.98)
Actuarial losses / (profit) 189.25 - 189.25
Report
Benefits paid (34.43) (0.60) (35.03)
As at end of the year 940.84 5.41 946.25
(` in Crores)
2015-16 2014-15
(f) Reconciliation of opening and closing balance of fair value of plan assets
over the year is as follows:
As at beginning of the year 550.28 502.58
Exchange differences 36.67 (46.18)
Statements
Actuarial gains/(losses) (39.55) 77.47

Financial
Employer contributions 11.80 11.84

Transfer on account of disposal of subsidiaries (559.03) -
As at end of the year - 550.28
187
(g) Asset holdings in the plan are as UK Germany Total Total (%)
follows: 2015-16 2015-16 2015-16 2015-16
Equities - - - -
Diversified growth assets - - - -
Corporate bonds - - - -
Property - - - -
Gilts - - - -
Insurance contracts - - - -
Other - - - -
Total market value of assets - - - -
UK Germany Total Total (%)

2014-15 2014-15 2014-15 2014-15
Equities 223.25 - 223.25 40.57%
Diversified growth assets 22.16 - 22.16 4.03%
Corporate bonds 41.96 - 41.96 7.63%
Property 26.88 - 26.88 4.88%
Gilts 220.44 - 220.44 40.06%
Insurance contracts - 13.99 13.99 2.54%
Other 1.60 - 1.60 0.29%
Total market value of assets 536.29 13.99 550.28 100.00%
(h) Where relevant and available the principal actuarial assumptions used on 2015-16 2014-15
the defined benefit plans for current year are as follows:
Discount rate 2.00% - 3.80% 1.50% - 3.80%
Future salary increases 2.50% - 5.00% 2.50% - 5.00%
Inflation rate 1.75% - 2.10% 1.75% - 1.90%
Future pension increases 1.75% - 2.10% 1.75% - 1.90%
Expected return on plan assets 3.25% - 4.50% 3.75% - 4.50%
Assumptions regarding the future mortality experience are set based on actuarial advice in accordance with published
statistics and experience in each territory. Mortality assumptions for the most significant country, the UK, are based on
SAPS S1 pensioner mortality table with multiplier of 110% and projected with medium cohort mortality improvements
in line with each individuals year of birth.
2015-16 2014-15
Life expectancy rates as at valuation date
Male 18.50 - 21.20 18.50 - 21.20
Female 22.60 - 23.40 22.60 - 23.40
Life expectancy rates 20 years after the valuation date
Male 21.20 - 22.60 21.20 - 22.60
Female 24.90 - 25.10 24.90 - 25.10
Overall withdrawal rates (%) 2.60 - 8.31 2.60 - 8.31
(` in Crores)
Pension benefits and early retirement plan
2015-16 2014-15 2013-14 2012-13 2011-12
(i) Amount for the current and previous four
periods are as follows:
Defined benefit obligation 5.30 940.82 866.61 669.73 592.17
Plan assets - 550.28 502.59 397.34 321.21
(Deficit)/ Surplus 5.30 390.54 364.02 272.39 270.96
Experience adjustments on plan liabilities (84.59) 189.25 52.20 52.31 14.02
Experience adjustments on plan assets (39.55) 77.47 2.64 47.01 (14.63)
Post retirement medical plan
Defined benefit obligation - 5.42 6.30 5.02 24.43
Experience adjustments on plan liabilities - - - - 1.22
(j) The Company expects to contribute ` 1.00 crore (previous year ` 11.07 crores) to the plan during the next financial
year.
188
10 Employee Stock Option Scheme
(a) The Company, vide special resolution passed by way of postal ballot on 23rd January 2013, had approved Havells
Employees Stock Option Plan 2013 (ESOP 2013 or Plan) for granting Employees Stock Options in the form of
Equity Shares to eligible employees. The plan is administered by Havells Employees Welfare Trust (EW Trust)
under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company
Business
Review
(Committee) in compliance with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 and
other applicable provisions for the time being in force. The first grant date of the options under the approved ESOP
2013 Plan was 8th April, 2013. The options are vested equally over a period of 2 years after the date of grant, and
the said options can be exercised any time within a period of 30 days from the date of vesting and will be settled
by way of equity shares in accordance with the aforesaid plan. Under the said scheme, the company had granted
45,939 options at ` 677/- per share and exercise price was ` 338.50 per share of ` 5 each (` 67.70 per share of
` 1/- each) which was sub-divided into equity shares from ` 5/- to ` 1/- per share. As of March 31, 2016, there are
no outstanding options in respect of this scheme.
(` in Crores)
Summary of Stock Options 2015-16 2014-15
Directors
Total No. of Weighted Total No. of Weighted
Report
Stock Options average Stock Options average
exercise price exercise price
Options outstanding as on April 1, 2015 90,550 67.70 39,345 338.50
Sub-Division of Equity Shares from ` 5/- to - - 1,96,725 67.70
` 1/- Per share (refer note no. 2)
Options granted during the year - - - 67.70
Options forfeited/lapsed during the year 2,285 67.70 8,135 67.70
Options exercised during the year 88,265 67.70 98,040 67.70
Options outstanding as on March 31, 2016 - - 90,550 67.70
Options vested but not exercised as on Nil - Nil -
March 31, 2016
and Analysis
The weighted average remaining contractual life for the stock option outstanding as at March 31, 2016 is Nil (previous
year 0.05 year).
The weighted average fair value of stock option granted during the year is ` Nil (previous year ` 237.48 per share). The Black
Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:
(` in Crores)
Particular 2015-16 2014-15
Average risk free interest rate - 7.89%
Expected Life of options as on grant date - 2 years
Expected and Historical Volatility - 37.14%
Expected Dividend rate - 2.17%
Report
The Group measures the cost of ESOP using the intrinsic value method. Had the Group used the fair value model to
determine the compensation, its profit after tax and earnings per share as reported would have changed to the amounts
indicated below:
(` in Crores)
Particular 2015-16 2014-15
Profit after tax as reported 1208.91 385.42
Add: ESOP cost using the intrinsic value method - 0.30
Less: ESOP cost using the fair value method - 1.05
Proforma profit after tax 1208.91 384.67
Statements
Earnings Per Share

Financial
Basic
- Proforma 19.36 6.16
Diluted
- Proforma 19.36 6.16
189
(b) The Company had, vide special resolution passed by way of postal ballot on 9th June, 2014 and by way of
amendment to the Havells Employees Stock Option Plan 2013 (ESOP 2013 or Plan) included Part B-Havells
Employees Stock Purchase Plan 2014 and renamed the plan as Havells Employees Long Term Incentive Plan
2014 for granting Employees Stock Options in the form of Equity Shares to eligible employees. The purchase
price of the options was approved on April 15, 2015 under the supervision of the Nomination and Remuneration
Committee of the Board of Directors of the Company. The options were vested as on April 23, 2015 after the grant
date and in accordance with the terms and conditions of the plan, the said options were exercisable within a period
of 30 days from the date of vesting and settled by way of issue of equity shares. Accordingly during the year, 99,745
Equity Shares of ` 1/- each were allotted to eligible employees at ` 293.90 per share. As per the scheme, 50% of
shares are under lock-in-period of one year and remaining 50% are under a lock-in-period of two years.
Further, as per the scheme, the Group shall pay 50% of issue price for differential bonus shares to eligible employees
as exgratia / bonus for the said amount.
In respect of stock options granted pursuant to the Companys stock options scheme, the intrinsic value of the
options (excess of market price of the share over the exercise price of the option) is treated as expense and
accounted as employee compensation over the vesting period and will be paid in two equal instalments annually.
(c) The Group has debited an expense of ` 1.70 crores (previous year 3.73 crores) to the Statement of Profit and Loss
under Employee Stock Option Scheme during the financial year.
11 Corporate Social Responsibility

As per provisions of section 135 of the Companies Act, 2013 a Company has to incur at least 2% of average net profits
of the preceding three financial years towards Corporate Social Responsibility (CSR). Accordingly, a CSR committee
has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. The Group has
contributed a sum of ` 11.48 crores (previous year ` 9.79 crores) towards this cause and debited the same to the
Statement of Profit And Loss. The funds are primary allocated to QRG foundation, a society registered under section
12A of the Income Tax Act, 1961 for undertaking Mid-Day meal scheme, Ashoka University, sponsored by International
Foundation for Research and Education (IFRE) which is a Not for Profit Company incorporated under the provisions of
section 25 of the erstwhile Companies Act, 1956 for the promotion of education and to Vivekanand Ashram for providing
free education to underprivileged students.
12 Segment Reporting
The segment reporting of the Group has been prepared in accordance with Accounting Standard-17, Segment
Reporting, specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules,
2014.
Segment Reporting Policies

a) Identification of Segments:
Primary- Business Segment
The Group has identified four reportable segments viz. Switchgears, Lighting and fixtures, Cables and Electrical
Consumer Durables on the basis of the nature of products, the risk and return profile of individual business and the
internal business reporting systems. The products included in each of the reported business segments are as follows:
(i) The switchgear segment comprises of domestic and the industrial switchgears, electrical wiring accessories,
industrial motors, pumps and capacitors.
(ii) The cable segment comprises of domestic cables and industrial underground cables.
(iii) The lighting and fixture segment comprises of energy saving lamps (CFL) and luminaries.
(iv) The electrical consumer durable segment comprises of fans, water heaters and domestic appliances.
Secondary- Geographical Segment
The analysis of geographical segment revenue is based on geographical location of the customers and segment
assets on the basis of location of asset.
b) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of
the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on
reasonable basis have been disclosed as Unallocated.
190
c) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax
related assets, borrowings and other assets and liabilities that can not be allocated to a segment on reasonable
basis have been disclosed as Unallocated.
(` in Crores)
2015-16 2014-15
Business
Review
(i) Primary- Business Segment
A. Revenue
Segment Revenue
Switchgears 1,286.09 1,279.02
Cables 2,208.07 2,190.42
Lighting and fixtures 3,078.91 4,071.69
Electrical consumer durables 1,141.11 1,028.30
7,714.18 8,569.43
B. Results
Segment Results
Cables 314.59 265.69
Directors
Report
1,338.73 1,131.21
Unallocated expenses net of income 578.94 498.28
Operating Profit 759.79 632.93
Profit before exceptional item 714.85 568.97
Exceptional Expenses 724.02 -
Profit before tax 1,438.87 568.97
Income tax expense 229.96 183.55
Profit after tax (before adjustment of minority interest) 1,208.91 385.42
and Analysis
C. Other Information
Segment Assets
Cables 579.06 458.27
Lighting and fixtures 571.86 1,880.72
2,126.08 3,253.69
Unallocated 2,015.35 1,577.48
4,141.93 4,831.17
Segment Liabilities
Cables 196.66 166.52
Lighting and fixtures 223.75 1,533.84 Report
774.87 2,101.79
1,575.59 3,012.90
Capital Expenditure
Cables 93.15 16.70
193.44 196.91
Statements
Financial
214.29 211.71
Depreciation and Amortisation Expenses
Cables 25.92 27.04
126.67 138.66
191
(` in Crores)
2015-16 2014-15
Non-cash expenses other than depreciation
Cables 1.42 0.75
33.96 10.60
Unallocated - -
33.96 10.60
(ii) Secondary- Geographical Segments

Segment Revenue
The following is the distribution of Groups consolidated revenue by
geographical market, regardless of where the goods were produced.
Revenue-Domestic Market 5,209.99 4,905.17
Revenue-Overseas Market 2,504.19 3,664.26
7,714.18 8,569.43
Segment Assets
Within India 3,708.45 2,597.51
Outside India 433.48 2,233.66
4,141.93 4,831.17
Capital Expenditure
Within India 175.56 168.88
Outside India 38.73 42.83
214.29 211.71
13 Related party transactions

As per Accounting Standard-18, Related Party Disclosures specified under section 133 of the Companies Act, 2013, read
with Rule 7 of Companies (Accounts) Rules, 2014, related parties in terms of the said standard are disclosed below:-
(A) Names of related parties and description of relationship :
1 Enterprises in which directors exercise significant 2 Key Management Personnel
influence
QRG Enterprises Limited Shri Anil Rai Gupta, Chairman and Managing
Director
QRG Foundation Shri Surjit Kumar Gupta, Director
QRG Medicare Limited Shri Rajesh Kumar Gupta, Director (Finance)
and Group CFO
QRG Wellness LLP Shri Ameet Kumar Gupta, Director
QRG Central Hospital and Research Centre Limited Shri Sanjay Gupta, Company Secretary
QRG Corporate Services Limited
Guptajee & Company
Ajanta Mercantile Limited
(QRG Investments and Holdings Limited w.e.f. May 4, 2016)
Vivekananda Ashrama
Sylvania India Limited
(Reo Electricals Limited w.e.f. April 21, 2016)
(B) Transactions during the year

(` in Crores)
2015-16 2014-15
(i) Commission on sales
(ii) Rent/Usage Charges Paid

(iii) Trade mark fees and Royalty

192
(` in Crores)
2015-16 2014-15
(iv) CSR Contribution
QRG Foundation 8.05 5.50
Business
Vivekananda Asharma 0.33 0.25
Review
8.38 5.75
(v) Reimbursement of Expenses received
QRG Enterprises Limited - 0.01
0.64 0.68
(vi) Rent received
(vii) Dividend paid

Directors
Report
Ajanta Mercantile Limited 41.24 13.75
Shri Surjit Kumar Gupta 19.59 6.53
Shri Ameet Gupta 0.94 -
Shri Sanjay Gupta 0.00 -
194.83 71.49
(viii) Managerial remuneration
and Analysis
Shri Ameet Kumar Gupta 4.99 1.22
Shri Sanjay Gupta 0.51 0.42
23.73 24.78
(C) Balances at the year end

(` in Crores)
2015-16 2014-15
Amount Payables
Guptajee & Company 0.38 -
Report
0.38 -
14 a) The Group has taken various residential/commercial premises under cancellable operating leases. These lease
agreements are normally renewed on expiry. There are no restrictions placed upon the Company by entering into
these leases.
b) The Group has also taken few commercial premises under non-cancellable operating leases. There are
no restrictions placed upon the Company by entering into these leases. Normally there are renewal and
escalation clauses in these contracts. The total of future minimum lease payments in respect of such leases as on
March 31, 2016 is as follows:
(` in Crores)
2015-16 2014-15
Statements
Financial
(i) not later than one year 6.64 30.18

(ii) later than one year and not later than five year 8.21 50.05
(iii) later than five years - 49.57
14.85 129.80
Lease payments recognised in the statement of profit and loss as rent expense for 76.94 93.57
the year (including share of joint venture ` 0.86 crore, previous year ` 0.58 crore)
193
c) The Group company has taken land and building on finance lease in Germany. The Lease have terms of renewal
and bargain purchase option. The lease have been transferred on disposal of subsidiaries. The future Minimum Lease
Payments (MLP) under finance lease together with the present value of the net MLP are as follows:
(` in Crores)
2015-16 2014-15
MLP Present MLP Present
Value of MLP Value of MLP
Not later than one year - - 5.14 4.72
Later than one year but not more than five - - 0.09 0.08
years
Later than five years - - - -
Total Minimum Lease Payments - - 5.23 4.80
Less: amounts representing finance charges - - 0.43 -
Present value of Minimum Lease Payments - - 4.80 4.80
d) During the current year, the sublease of Germany is transferred on disposal of subsidiary. The sublease had expired on
February 28, 2016. Annual amount receivable under sublease are as follows:
(` in Crores)
2015-16 2014-15
Not later than one year - 2.01
Later than one year but not more than five years - -
Later than five years - -
- 2.01
mount recognised in statement of profit and loss for the year ended March 31, 2016 is ` 1.46 crores (previous year
A
` 2.51 crores).
e) During the year, the Company has entered into a Memorandum of Understanding (MOU) to sublet a property situated at
Kasna, Noida. The agreement for such MOU is under process as at March 31, 2016.
15 Earnings Per Share

(` in Crores)
2015-16 2014-15
a) Basic earnings per share
Profit after taxation (before adjustment of minority interest) 1,208.91 385.42
Adjustment to net earnings:
Less: Share of profit transferred to minority (0.13) 0.00
Profit after taxation 1,208.78 385.42
Earnings per share-Basic (one equity share of ` 1/- each) 19.36 6.17
b) Diluted earnings per share
Profit after taxation (before adjustment of minority interest) 1,208.91 385.42
Adjustment to net earnings:
Less: Share of profit transferred to minority (0.13) 0.00
Profit after taxation 1,208.78 385.42
Earnings per share-Diluted (one equity share of ` 1/- each) 19.36 6.17
Weighted average number of equity shares outstanding in calculating basic 62,45,76,061 62,41,70,729
EPS
Effect of Dilution :
Stock Option granted under ESOP - 65,113
Weighted average number of equity shares in calculating diluted EPS 62,45,76,061 62,42,35,842
194
16 The Groups manufacturing units at village Gullarwala, Baddi Dist- Solan (Unit II) (H.P.) and Two units of Haridwar
(Uttarakhand) are exempted from excise duty vide notification no. 49 and 50/2013 issued by Government of India,
Ministry of Finance, Department of Revenue, CBEC, New Delhi and profits are eligible for the deduction as per the
provisions under Section 80-IC of the Income Tax Act 1961.
17 The figures have been rounded off to the nearest crore of rupees upto two decimal places. The figure 0.00 wherever
Business
Review
stated represents value less than ` 50,000/-.
18 MAT credit entitlement of ` 23.21 crores includes MAT credit amounting to ` 21.37 crores pertaining to previous years as
while filing return of income for the previous year, the Company has claimed the allowance to that extent. Accordingly,
the same has been adjusted in the books of accounts for current year.
19 Subsequent events
With respect to the earlier communication sent to the Stock Exchanges on January 4, 2013, QRG Enterprises Limited,
one of the promoter companies, has vide an Assignment Agreement dated May 9, 2016, completed the assignment of
the brand HAVELLS for electrical products, to the Group effective April 1, 2016.
20 Previous year figures has been regrouped /reclassified wherever necessary to make them comparable with the current
year figures.
Directors
21 Note No. 1 to 32 form integral part of the balance sheet and statement of profit and loss.
Report
/E3000005 DIN: 00011892 DIN: 00002842
and Analysis
Noida, May 11, 2016
Report
Statements
Financial
195
196
Form AOC -1
Salient features of Financial Statements of Subsidiaries / Joint Ventures pursuant section 129 (3) read with Rule 5 of Companies (Accounts) Rules, 2014
Part A : Subsidiaries
Sl Name of Subsidiary Company Country Reporting Reporting Currency Share Reserves & Total Total Investment Turnover Profit Provision Profit Proposed % of
No. period and Exchange rate Capital Surplus Assets Liabilities other than before for after Dividend Shareholding
for the as on last date of Subsidiaries Taxation Taxation Taxation
subsidiary financial year in case
concerned of foreign subsidiaries
Currency Exchange
Rate
1 Havells Sylvania Argentina S.A. Argentina 31/12/2015 ARS 4.47 - - - - - 90.01 (0.48) - (0.48) - 20%
2 Havells Sylvania Brasil Brazil 31/12/2015 BRL 18.61 327.21 (360.64) 81.87 115.30 - 78.61 (44.71) - (44.71) - 100%
Iluminacao Ltda.
3 Havells Sylvania Colombia S.A. Colombia 31/12/2015 COP 0.02 - - - - - 150.64 11.11 7.49 3.61 - 20%
4 Havells Sylvania Venezuela C.A. Venezuela 31/12/2015 VEB 1.16 - - - - - 6.76 0.40 0.23 0.17 - 20%
5 Havells Sylvania N.V. (Ecuador) Ecuador 31/12/2015 USD 66.23 - - - - - 136.96 26.03 6.83 19.20 - 20%
6 Havells Sylvania El Salvador S.A. El Salvador 31/12/2015 USD 66.23 - - - - - 24.39 2.43 0.97 1.46 - 20%
de C.V.
7 Havells Sylvania Guatemala S.A. Guatemala 31/12/2015 GTQ 8.59 - - - - - 24.27 1.73 - 1.73 - 20%
8 Havells Mexico S.A. de C.V. Mexico 31/12/2015 MXN 3.84 - - - - - 135.16 (2.17) 1.00 (3.17) - 20%
9 Panama Americas Trading Hub Panama 31/12/2015 USD 66.23 - - - - - 9.61 12.84 - 12.84 - 20%
SA
10 Havells Sylvania Panama S.A. Panama 31/12/2015 USD 66.23 - - - - - 32.15 2.26 0.81 1.46 - 20%
11 Havells Sylvania Peru S.A.C. Peru 31/12/2015 PEN 19.69 - - - - - - (0.26) - (0.26) - 20%
12 Havells Sylvania Europe Ltd. UK 31/12/2015 EUR 75.46 - - - - - 1,258.27 (42.69) (11.58) (31.11) - 20%
13 Havells Sylvania Spain S.A. Spain 31/12/2015 EUR 75.46 - - - - - - 0.80 0.21 0.59 - 20%
14 Havells Sylvania Portugal Lda. Portugal 31/12/2015 EUR 75.46 - - - - - - 0.22 0.13 0.09 - 20%
15 Havells Sylvania Italy S.p.A. Italy 31/12/2015 EUR 75.46 - - - - - - 1.94 1.60 0.34 - 20%
16 Havells Sylvania Greece A.E.E.E. Greece 31/12/2015 EUR 75.46 - - - - - 13.64 0.61 0.32 0.28 - 20%
17 Havells Sylvania Sweden A.B. Sweden 31/12/2015 SEK 8.17 - - - - - - 0.15 - 0.15 - 20%
18 Havells Sylvania Norway A.S. Norway 31/12/2015 NOK 8.01 - - - - - - 0.02 - 0.02 - 20%
19 Havells Sylvania Finland OY Finland 31/12/2015 EUR 75.46 - - - - - 0.02 0.39 0.09 0.30 - 20%
20 Havells Sylvania Tunisia S.A.R.L. Tunisia 31/12/2015 EUR 75.46 - - - - - - (0.93) - (0.93) - 20%
21 Havells Sylvania UK Ltd. UK 31/12/2015 GBP 95.19 - - - - - - 2.57 0.70 1.88 - 20%
22 Havells Sylvania Fixtures UK Ltd. UK 31/12/2015 GBP 95.19 - - - - - - 5.18 (0.56) 5.73 - 20%
23 Havells Sylvania Lighting Belgium 31/12/2015 EUR 75.46 - - - - - - 14.28 - 14.28 - 20%
Belgium N.V.
24 Havells Sylvania Poland Poland 31/12/2015 PLN 17.79 - - - - - - (0.02) - (0.02) - 20%
S.p.z.o.o.
25 Havells Sylvania Belgium Belgium 31/12/2015 EUR 75.46 - - - - - - 0.64 0.45 0.20 - 20%
B.V.B.A.
26 Havells Sylvania Germany GmbH Germany 31/12/2015 EUR 75.46 - - - - - - 34.07 11.58 22.48 - 20%
27 Havells Sylvania Fixtures Netherlands 31/12/2015 EUR 75.46 - - - - - - (1.15) - (1.15) - 20%
Netherlands B.V.
28 Havells Sylvania Lighting France France 31/12/2015 EUR 75.46 - - - - - (0.31) 4.01 (1.22) 5.24 - 20%
S.A.S.
29 Havells Sylvania France S.A.S. France 31/12/2015 EUR 75.46 - - - - - (0.09) 3.79 1.22 2.57 - 20%
30 Havells Sylvania Switzerland Switzerland 31/12/2015 CHF 69.15 - - - - - - 0.81 0.29 0.52 - 20%
A.G.
31 SLI Europe B.V. Netherlands 31/12/2015 EUR 75.46 - - - - - - (0.92) - (0.92) - 20%
Sl Name of Subsidiary Company Country Reporting Reporting Currency Share Reserves & Total Total Investment Turnover Profit Provision Profit Proposed % of
No. period and Exchange rate Capital Surplus Assets Liabilities other than before for after Dividend Shareholding
for the as on last date of Subsidiaries Taxation Taxation Taxation
subsidiary financial year in case
concerned of foreign subsidiaries
Currency Exchange
Rate
32 Sylvania Lighting International Netherlands 31/12/2015 EUR 75.46 - - - - - - (2.79) 2.51 (5.30) - 20%
B.V.
33 Flowil International Lighting Netherlands 31/12/2015 EUR 75.46 - - - - - - 14.00 0.12 13.87 - 20%
(Holding) B.V.
34 Havells Sylvania (Thailand) Ltd. Thailand 31/12/2015 THB 1.88 13.83 (8.06) 41.74 35.97 - 74.20 (35.24) 1.35 (36.58) - 100%
35 Guangzhou Havells Sylvania China 31/12/2015 CNY 10.24 - - - - - 8.65 5.38 0.43 4.95 - 20%
Enterprise Ltd.
36 Havells Sylvania Asia Pacific Ltd. Hongkong 31/12/2015 HKD 8.54 - - - - - 20.54 2.34 (0.31) 2.65 - 20%
37 Havells Sylvania (Shanghai) Ltd Shanghai 31/12/2015 CNY 10.24 - - - - - - 1.22 - 1.22 - 20%
38 Havells Sylvania (Malaysia) Sdn. Malaysia 31/12/2015 MYR 16.97 - - - - - 0.00 (0.69) (0.01) (0.68) - 20%
Bhd
39 Havells Sylvania Dubai FZCO Dubai 31/12/2015 AED 18.03 - - - - - 41.25 3.14 - 3.14 - 20%
40 Havells Malta Limited Malta 31/12/2015 EUR 75.46 - - - - - - (0.16) - (0.16) - 20%
41 Havells Netherlands Holdings Netherlands 31/12/2015 EUR 75.46 - - - - - - 20.70 - 20.70 - 20%
B.V.
42 Havells Netherlands B.V. Netherlands 31/12/2015 EUR 75.46 - - - - - - (35.60) - (35.60) - 20%
43 Havells Sylvania Costa Rica S.A. Costa Rica 31/12/2015 CRC 0.12 - - - - - 140.05 14.58 4.60 9.98 - 20%
44 Havells USA Inc. United 31/12/2015 USD 66.23 9.93 (22.74) 24.02 36.83 - 56.95 (38.85) 0.66 (39.51) - 100%
States
45 Havells Sylvania Iluminacion Chile 31/12/2015 CLP 0.10 3.88 (7.76) 0.03 3.91 - 2.39 (21.80) - (21.80) - 100%
(Chile) Ltda
46 Havells Sylvania TR Elektrik Turkey 31/12/2015 TRY 23.52 - - - - - - (0.59) - (0.59) - 20%
rnleri Ticaret Limited Sirketi
47 PT Havells Sylvania Indonesia Indonesia 31/12/2015 IDR 0.00 - - - - - - (1.85) - (1.85) - 20%
48 Thai Lighting Assets Co. Ltd. Thailand 31/12/2015 THB 1.88 7.07 (0.34) 6.86 0.13 - - (0.04) - (0.04) - 49%
49 Havells Sylvania South Africa South Africa 31/12/2015 ZAR 4.50 - - - - - 0.09 (0.78) - (0.78) - 20%
Proprietary Limited
50 Havells Mexico Servicios Mexico 31/12/2015 MXN 3.84 - - - - - - - - - - 20%
Generales SA De CV
51 Havells Sylvania Export N.V. Dutch 31/12/2015 USD 66.23 - - - - - - - - - - 20%
Antilies
52 Havells Sylvania Holdings BVI-1 British Virgin 31/12/2015 USD 66.23 - - - - - - - - - - 20%
Limited Islands
53 Havells Sylvania Holdings BVI-2 British Virgin 31/12/2015 USD 66.23 - - - - - - - - - - 20%
Limited Islands
54 Havells Exim Limited* Hongkong 31/03/2016 USD 66.23 - 751.71 4.62 - 4.62 - 20%
55 Havells International Limited** Malta 31/12/2015 EUR 75.46 58.58 (58.76) 0.15 0.33 - (0.20) - (0.20) - 100%
56 Havells Holdings Limited Isle of Man 31/03/2016 EUR 75.46 249.62 1.87 308.61 57.12 - - 71.63 - 71.63 - 100%
56 Promptec Renewable Energy India 31/03/2016 INR - 2.64 14.65 39.18 21.89 - 50.13 0.31 0.05 0.26 - 51.18%
Solution Private Limited
* Ceased to be Subsidiaries Co. w.e.f. January 1, 2016

** Incorporated during the current financial year (date of incorporation December 23, 2015)
197
Part B : Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Joint Ventures
1 Name of Joint Ventures Jiangsu Havells Sylvania Lighting Co. Ltd.

2 Latest audited Balance Sheet Date December 31, 2015
3 Shares of Joint Ventures held by the company 50% in paid in capital
on the year end
Amount of Investment in Joint Venture ` 30.87 crores
Extend of Holding % 50%
4 Description of how there is significant influence Havells India Ltd. holds 50% of total capital contribution in
Jiangsu Havells Sylvania Lighting Co., Ltd.
5 Reason why the associate/joint venture is not NA
consolidated
6 Net worth attributable to shareholding as per ` 35.63 crores
latest audited Balance Sheet
7 Profit / Loss for the year
i. Considered in Consolidation ` 1.75 crores
ii. Not Considered in Consolidation ` 1.75 crores
For and on behalf of Board of Directors
Anil Rai Gupta Surjit Kumar Gupta Rajesh Kumar Gupta Sanjay Gupta Sanjay Johri
Chairman and Director Director (Finance) Company Vice President
Managing Director DIN: 00002810 and Group CFO Secretary (Finance)
DIN: 00011892 DIN: 00002842
Noida, May 11, 2016
198
Progress at a Glance of Last 10 Years- Havells India Limited (Standalone)
Performance for the Year 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Turnover (Gross) 1,681.06 2,231.89 2,333.82 2,476.18* 3,045.6* 3,830.56* 4,506.37* 5,031.11* 5,557.79* 5,833.98*
Less: Excise Duty 133.84 176.32 135.46 104.77 163.95 214.95 281.38 311.42 319.10 397.10
Turnover (Net) 1,547.22 2,055.57 2,198.36 2,371.41 2,881.65 3,615.61 4,224.99 4,719.69 5,238.69 5,436.88
Profitability
Earnings Before Interest, 141.00 185.42 196.82 305.48 337.30 459.07 534.86 641.60 699.10 749.26
Depreciation, Taxes and
Amortisation
Profit before Tax 120.54 166.25 167.27 290.31 309.87 373.81 457.18 595.10 646.25 914.19
Profit After Tax 102.15 143.54 145.23 228.16 242.05 305.43 371.39 478.69 464.94 715.35
Financial Position
Share Capital 26.88 28.96 30.08 31.19 62.39 62.39 62.39 62.39 62.44 62.46
Reserves and Surplus 235.55 620.07 901.83 1,104.00 1,278.42 1,545.93 1,807.83 2,067.46 2,313.35 2,581.72
Loan funds 56.06 35.80 70.28 115.81 133.62 128.58 108.78 195.52 83.46 44.22
Other Liabilities 281.69 474.05 385.47 416.17 642.13 854.44 817.38 1,020.99 1,146.23 1,231.31
Gross Block 273.61 427.88 523.41 673.64 829.91 975.32 1,108.91 1,188.23 1,349.03 1,502.72
Net Block 242.25 385.25 465.48 601.23 730.30 833.95 913.54 934.06 1,007.32 1,082.05
Total investments 3.47 164.79 387.87 531.71 715.47 775.07 791.92 882.52 1,011.76 460.27
Cash and Bank Balance 33.17 64.91 157.37 68.23 49.18 136.21 246.54 626.16 522.34 1,344.21
Other Assets 332.99 575.39 394.00 509.79 675.23 901.72 906.28 955.36 1,107.43 1,108.09
Earning per share

EPS-as reported 19.00 26.00 24.93 36.57 19.40 24.48 29.76 38.36 7.45 11.45
EPS-adjusted for bonus issue/ 1.90 2.60 2.49 3.66 3.88 4.90 5.95 7.67 7.45 11.45
split
*Turnover gross is after deducting turnover discount ,incentive and rebates .
199
NOTES
Regd. Ofce: 1, Raj Narain Marg, Civil Lines, Delhi - 110 054 (India)
Corp. Ofce: QRG Towers, 2D, Sector 126, Expressway, Noida - 201 304 (U.P.)
Ph.: +91-120-3331000, Fax: +91-120-3332000
www.havells.com
Consumer Care No.: 1800 11 0303, 1800 103 1313 (All Connections), 011-41660303 (Landline)
Join us on Facebook at www.facebook.com/havells and share your ways to save the planet!
CIN: L31900DL1983PLC016304

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Havells India Limited

33rd Annual Report 2015-16

Corporate Standalone At Havells, we have the

Company Secretary Listed on

Registrars and Share Transfer Agent

Dr. Adarsh Kishore Anil Rai Gupta

We contributed to the countrys development

What makes us proud is that we offer our customers

unique products that appeal to their progressive sense

One in which distribution network is

One that efficiently manages working

Whose product range enjoys

We already live in that reality. We are

Our brand enjoys top of the mind

We have the largest distribution

One of the few companies in the

Offer largest product portfolio that

Recurring demand goes hand in

connect with our M Catalogue - A mobile app with

dealers, retailers, a unique augmented reality feature

electricians and the product picture on the site of

Havells Sampark 2015 - Unique

Havells Power plus - Enabling us

To capture multiple customer universe and ensure

exponential future growth, we spread our net wide and

intelligent lighting, super Imbibing the nations mission for

Today, we appeal to 45+year

When India reaps the demographic dividend,

Greenhouse Gas emissions

And the list goes on

The next incremental wave of growth

List of 43 branches in India Delhi Noida

Kolkata Rajkot Corporate Governance

NOT TO SCALE - FOR ILLUSTRATION PURPOSE

Our tomorrow is tied together as we

The management has long focussed on financial prudence, good

Our managements long-term focus has enabled us

growth and market presence as well as profitability

We have always We have viewed our Corporate

Our financials reflect strong

Our marketing strategy is in place development

opportunities, bridging gaps and satiating

demand. Our marketing spend at from overseas

1958 Listed on both, the Bombay 2003

1971 1997 2004

1987 Acquired MCCB business of Set up R&D Centre at Noida H.O.

1990 2002 Awarded KEMA certification

Acquired Sylvania, a global

QRG Group entered healthcare 2015

Investment of ` 50 crores in Neemrana to over 57,000 school children

Staying focussed Net Revenue

Earnings Before Interest, Depreciation, Tax & Amortisation.

Profit (Before Tax and Exceptional Items) (PBT) &

EPS-adjusted for bonus issue/split (`) and exceptional items

* Excludes interim (special) dividend of ` 3 per share.

preferences of our consumers. 672 schools in Alwar, Rajasthan.

43 PT Havells Sylvania Indonesia

profit for the year was 2.9% as against 4% in 2014-15.

INTERIM (SPECIAL) DIVIDEND