VideoconB oardVenugopal N. Dhoot Pradipkumar N. Dhoot S. Padmanabhan Satya Pal Talwar Maj. Gen. S.C.N. Jatar Arun Laxman Bongirwar Radhey Shyam Agarwal Karun Chandra Srivastava Gunilla Nordstrom Ajay Saraf Dr. Birendra Narain Singh

industries

Limitedreg istered o e ffic

of dire to c rsChairman & Managing Director Whole Time Director

14 KM Stone, Aurangabad - Paithan Road, Village: Chittegaon, Tal. Paithan, Dist.: Aurangabad - 431 105 (Maharashtra)

man factu g u rin

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14 KM Stone, Aurangabad - Paithan Road, Village: Chittegaon, Taluka Paithan, Dist.: Aurangabad Maharashtra Nominee - AB Electrolux (Publ) Nominee - ICICI Bank Ltd. Nominee IDBI Ltd. Vigyan Nagar, RICO Industrial Area, Shajanpur, District Alwar, (Rajasthan) Village Chavaj, Via Society Area, Taluka & Dist. Bharuch (Gujarat)

aud itorsKhandeLwaL Jain & co. Chartered Accountants 12-B, Baldota Bhavan, 117, Maharshi Karve Road, Opp. Churchgate Railway Station, Mumbai - 400 020 Kadam & co. Chartered Accountants Vedant, 8/9, Viraj Estate, Opp. Tarakpur Bus Stand, Ahmednagar - 414 003 State Bank of India Allahabad Bank Bank of India Bank of Maharashtra Central Bank of India ICICI Bank Ltd. Indian Bank Indian Overseas Bank

Ban KersState Bank of Hyderabad State Bank of Indore State Bank of Mysore State Bank of Patiala The Federal Bank Ltd. Union Bank of India IDBI Bank Ltd. Punjab National Bank

company se re ry c taVinod Kumar Bohra

contentsDirectors Report.............................................................................................................................................................................. 1 Corporate Governance Report ........................................................................................................................................................ 7 Management Discussion and Analysis Report .............................................................................................................................. 15 Auditors Report............................................................................................................................................................................. 19 Balance Sheet ............................................................................................................................................................................... 22 Profit and Loss Account ................................................................................................................................................................. 23 Cash Flow Statement .................................................................................................................................................................... 24 Schedules...................................................................................................................................................................................... 25 Notes to Accounts ......................................................................................................................................................................... 34 Balance Sheet Abstract and Companys General Business Profile .............................................................................................. 42 Financial Information of Subsidiary Companies ............................................................................................................................ 43 Consolidated Financial Statement................................................................................................................................................. 44

D IR E C T O R S E P O R T RDear Shareholders, Your Directors take pleasure in presenting the Twenty-first Annual Report together with the Audited Accounts and Auditors Report of your Company for the year ended 30th September, 2009. PERFORMANCE REVIEW The performance of the Company, on standalone basis, for the financial year ended 30th September, 2009 is as summarized below: (Rs. in Million)Particulars Net Sales Other Income Total Income Profit before Interest, Exceptional Items and Tax Depreciation, Year ended 30th Sept., 2009 91,630.41 340.15 91,970.56 17,918.57 6,363.61 5,771.52 5,783.44 1,776.82 4,006.62 Year ended 30th Sept., 2008 97,536.54 288.22 97,824.76 23,560.88 4,011.03 6,602.07 1,278.10 11,669.68 3,126.73 8,542.95

TELECOM Videocon Telecommuncations Limited (VTL), (formerly Datacom Solutions Limited), one of the subsidiaries of the Company, has been awarded License to provide Unified Access Services in 21 local service areas and has also been allotted spectrum in 20 of these local service areas. VTL is in process of launching the mobile services and has substantially completed creation of the basic infrastructure for the same. VTL has signed interconnect and roaming agreements with various operators and has entered into long term master service agreements with various reputed infrastructure providers for usage of their passive telecom infrastructure services. VTL plans to roll out its mobile services commercially in six circles by March 2010 and will be present in 11 circles by June 2010. VTL plans to roll out the mobile services commercially in rest of the telecom service areas where spectrum has been allotted, by December 2010. POWER One of the subsidiaries of the Company, Pipavav Energy Private Limited (PEPL) is implementing a Power project in Gujarat, near Pipavav port, Village Bherai, Taluka Rajula, Dist. Amreli, Gujarat. This will be a thermal power plant with a capacity of 1,200 MW and the same will be completed in two phases. PEPL has signed necessary Memorandum of Understanding with the Govt. of Gujarat whereby the Govt of Gujarat has agreed to provide all required support to the project. PEPL has obtained necessary environmental clearances from Gujarat Pollution Control Board for constructing the power plant and has also obtained CRZ clearance from State Department of Environment & Forest. Acquisition of the necessary land required for the first phase of the project has been substantially completed and PEPL has invited bids for key equipments and necessary civil work and bathymetric survey work. The Company is also considering power projects in the other parts of the country and also evaluating alternate technologies for the same. ISSUES/ALLOTMENT & FORFEITURE OF SECURITIES During the year under review, 1,17,65,000 warrants were allotted at a price of Rs. 42.50 per warrant, on preferential basis, to Bennett, Coleman & Company Limited with an option to subscribe to 1,17,65,000 equity shares at a price of Rs. 170.00 per equity share inclusive of a premium of Rs. 160.00 per equity share, within a period of 18 months from the date of allotment. Forfeiture of Equity Shares The Board of Directors of the Company at its meeting held on 31st July, 2009, approved the forfeiture of 43,948 equity shares of face value of Rs 10/- each and cancelled the shares. These shares were allotted pursuant to the amalgamation of erstwhile Videocon International Limited with the Company and in respect of which the allotment/call money were due and unpaid. MATERIAL EVENTS AFTER BALANCE SHEET DATE: Post balance sheet date, 1,858,275 equity shares were allotted, on preferential basis, to Infotel Telecom Infrastructure Private Limited at a price of Rs. 242.16 per equity share inclusive of a premium of Rs. 232.16 per equity share. Further, post balance sheet date, the Board of Directors of the Company approved in-principle issue of equity shares, on rights basis, for an amount not exceeding Rs. 1,200 Crores. The Company has filed Draft Letter of Offer with the Securities & Exchange Board of India. APPROPRIATIONS DIVIDEND:

Interest and Finance charges Depreciation Exceptional Items Profit before Tax Provision for Taxation Profit after Tax

OPERATIONS Highlights on the performance of the Company during the year under review are summarized hereunder: CONSUMER ELECTRONICS & HOME APPLIANCES: Undeterred by the economic uncertainties looming large over the global horizon, your Company has made positive strides in its Consumer Electronics & Home Appliances Business and Company has posted a stable performance thanks to the technological up-gradation; multi-brand strategy; aggressive marketing; launch of new logo; and focused penetration in the key markets. OIL & GAS: The Company, through its wholly owned subsidiaries and / or joint ventures is carrying on the exploration activities in the oil and gas fields in Brazil, Mozambique, East Timor, Oman, and Australia. As a part of Companys overall plans of acquiring further interests in oil and gas fields worldwide, the Company, through one of its subsidiaries, acquired a 12.5% participating interest in Production Sharing Contract, covering the area referred to as Nunukan Block, located offshore Indonesia. During the year under review a pre-salt discovery was announced in the Wahoo prospect offshore Brazil block in the Campos basin wherein VB Brazil Petroleo Private Limitada, a joint venture company of the Company with Bharat PetroResources Limited, through its wholly owned subsidiary, holds, a 25% participating interest. Subsequent to the balance sheet date, more than 480 net feet of natural gas pay in high quality reservoir sands with a gross column of more than 1,200 feet was encountered in Rovuma Basin, Area 1, offshore Mozambique, wherein one of the subsidiaries of the Company holds 10% participating interest.

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ANNUAL REPORT 2008-2009 Meanwhile, the Company continues to reap dividends from its oil & gas venture in Ravva Oil & Gas Field in India.

Your directors are plea sed to recommen d a dividend of Rs. 2/- (Rupee s Two only) per equity shar e for the financial year ende d on 30th September , 2009 .

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improvement so as to further reduce energy consumption. A novel concept The dividend, if approved by the shareholders, will entail a payout of Rs. 541.14 million including dividend distribution tax of Rs. 78.61 million. The dividend is free of tax in the hands of the shareholders. The dividend payout, as proposed, is in accordance with the Companys policy to pay sustainable dividend besides keeping in view the Companys need for capital, its growth plans and the intent to finance such plans through internal accruals. TRANSFER TO GENERAL RESERVE: Your directors propose to transfer Rs. 1,000.00 million to the General Reserve. An amount of Rs. 22,438.44 million is proposed to be retained in the profit and loss account. FIXED DEPOSITS The Company has never accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principle or interest was outstanding as of the Balance Sheet date. PERSONNEL A statement of the Particulars of Employees required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed and forms part of this Report. Your Company has an environment which is empowered, inclusive, driven by performance yet fun-filled with a diversified talent base. Creativity and Autonomy: An individuals creativity is the basis for value creation. Your Company respects diversity and autonomy allowing each of its employees to exercise their creativity to the fullest. Emphasis on Competence: Competence is eyes competence decisions. the basis for performance. Your Company as the most important factor in its personnel

Equal Opportunities: Equal opportunities build trust among people. Your Company ensures equal opportunities to all regardless of gender, race, age, religion or nationality.

Long-Term Perspective: Maintaining a long-term perspective is the foundation for your Companys Human Resource policies. Human Resource programmes are designed with a long-term perspective and implemented with dedication and persistence.

Training: Your Company offers diverse training programmes to its employees according to position to encourage learning and development. This is done by equipping them with the professional capabilities and enabling them to apply the latest technologies at work.

Rewards: Your Company offers its employees a competitive, unique rewards system which motivates employees to perform better by helping them to enhance their quality of life. CONSERVATION OF ENERGY

Energy saved is energy generated. Your Company strives for sustainable consumption of natural resources. The thrust of your Companys strategy is to save energy through application of various efficiency measures. During the year, the efforts of your Company maneuvered to innovation and

nomenclatured as Resource Productivity was coined by the management of your Company as a golden means to attain optimum utilization of available resources, especially renewable resources. Implementation of the said concept has led to improvement in over-all efficiency. The same was implemented at all the manufacturing facilities. Better controls are planned to achieve further reduction in energy consumption. The manufacturing facilities of the Company are equipped with hi-tech energy monitoring and conservation systems to monitor usage, minimise wastage and increase overall efficiency at every stage of power consumption. Some of the measures being undertaken by the Company in its endeavor to conserve energy are enumerated hereunder: Energy auditing at the manufacturing units; in power factors by installation of

The Company has reinforced activities in advanced to deliver smart products which simplify life.

digital technology

During the year under review, your Company has explored R&D avenues in an array of areas, some of them being:

Improvement Capacitors; of

Use of advanced technology at manufacturing plants in the form of energy efficient equipments; Use of unconventional solar water heater plant; Timely maintenance of machinery and equipments; off-the-job training for employees at all energy sources like solar energy in the form

On-the-job and levels;

Use of energy saving lighting arrangement in shop floor and on roads inside the facilities by using Electronics Ballast and CFL lamps; Reduction in power consumption; Display of Notice Boards and Information Boards at all work stations for information and awareness of the employees; towards optimum utilization of

Awareness programmes natural resources; and

Plantation of trees at all the manufacturing units. RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION

Technology and Research & Development (R&D) go hand in hand. Your Company firmly believes that a sound R&D programme is a fort of every flourishing organisation and a well-planned R&D acts as a catalyst to foster innovation and enhance the interfaces in both, conventional and emerging technological arenas. Accordingly, an in-house R&D team comprising of over 200 skilled engineers/experts in varied fields has been formed to keep pace with the rapid technological changes in the industry. The Company has Research and Development centre located in China, Aurangabad, Japan and Gurgaon. Your Company is determined to develop its own technologies in select areas besides being an efficient user and customiser of available technologies. R&D and technology development are integral to your Companys innovation agenda for achieving growth, business profitability, sustainability and rural transformation. The main thrust of the Companys R&D activities is upon strengthening of the current portfolio of products, looking for new concepts and product platforms, development of new technological platforms to support the consumer needs more effectively and introduction of a number of novel technologies in Consumer Electronics & Home Appliances. R&D work is in progress in the areas of basic technology, manufacturing skills, performance, quality, design and standardisation. The Companys customer-oriented performance is backed by R&D activities.

Company aims to achieve R&D in the following areas: Home Models. Larger 38inch. theaters Screen - High-end Television models and HTIB

i.e. 32 inch and

True Flat Televisions. LCD TVs. Plasma Televisions.

Cosmetic design and new out look to the TVs. Manufacturing of Air conditioners. components for CTV, Refrigerators and

Developed high-end products to be offered to Indian market. Efforts to reduce power consumption of all its final products. Development of products suitable for Indian climate conditions, as well as same for export market. Introduction slim design. of TV with immense picture performance and razor

The Companys ongoing commitment to technology leadership coupled with its cutting-edge R&D capabilities has enabled it to consistently deliver innovative products that enhance and enrich life. In a nutshell, during the year, your Company was able to cash in on the following benefits: Developed new design in products and launched various new models. Developed high-end products to be offered to Indian market. Introduced Integrated Digital TV (iDTV) with a built-in digital decoder having MPEG 4 DVB-S2 Digital signal; Introduced LED TV with Nano Pixels for immense picture performance and Razor slim design; Introduced Unique SMART TV, which set a platform for Internet TV to enjoy the Live Chatting, Browsing, Video conferencing, email access, Blu Tooth connectivity etc.; and various other ranges/series of LCD TV with Full HD 1080p resolution. Introduced Star Rated Products in Consumer Electronics and Home appliances. With this technology, the customer can have benefit of saving approximately 15% of power consumption, resulting into effective utilization of power resources in the nation. Introduced paint less product with a unique Hot and Cold Technology for moulding of parts. This helps to reduce pollution generated due to hazardous chemicals used in plastic paints and its process. Customer can enjoy the high glossy finish with ultimate scratch resistance. Developed new ranges of Direct Cool as well as Frost Free refrigerators like Ecocool, Ecocool Plus, Ecofresh, Deofresh, Nutricool, Nutricool Plus, Powercool. Developed 4 & 5 Star rated refrigerators with new exterior finish i.e. PCM-Pre-coated material. Introduced new base stand with smart VEGI TRAY, which is unique and give convenience to customer in day to day usage. Introduced new economic series of Direct cool refrigerator as Bharat series, to cater to each and every Indian family. This has given cutting edge solution for the competitors on the price factor. Introduction of the products on health platform with Deodorizer, which gives the solution to remove the odour created by rotten vegetables and fruits. Enhanced Frost Free refrigerator series with introduction of LED & LEDi technology. Increase in Productivity.

In near future, the Company is proposing to concentrate on all the areas mentioned earlier, hereinbefore and to focus efforts on new technologies which could offer better products in the domestic market. The

warehouses. Manufacturing of components for consumer Electronics Products.

Various models of Multimedia TV; iDTV; LCDTVs; LED & LEDi Plasma Televisions. Home Entertainment system with internet

Composite adaptability.

Better features, better quality & improved reliability with reduced/low prices.

During the year, your Company has incurred Rs. 92.76 million representing 0.10% of the turnover towards R&D, to enhance the competitiveness of our core business and develop tomorrows technologies. As the management continues to expand its investment in core technologies and cutting-edge growth businesses, your Company ensures that its technology leadership, in India and abroad, grows stronger with every passing year. FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars of Foreign Exchange Earnings and Outgo during the year are as set out hereunder: (Rs. in Million)Particulars Foreign Exchange Earned Foreign Exchange Used For the year ended 30th Sept., 2009 5,226.24 13,962.01 For the year ended 30th Sept., 2008 6,080.77 14,113.62

The Company has taken various initiatives for exports and development of export markets for Consumer Electronics and Home Appliances to increase its foreign exchange earnings. INFORMATION TECHNOLOGY Information Technology and business are becoming inextricably interwoven. Nobody can meaningfully talk about one without talking about the other. Indeed, the growing influence of Information Technology as an enabler of business in todays time has made use of Information Technology indispensable. Information Technology, having made inroads into major industries, has left no aspect of our business and life untouched. Your Company firmly believes that an organization needs to have a digital nervous system for sustaining the cut-throat competition for the Numero Uno position in any sector of economy. In due recognition of the key role played by Information Technology in revolutionizing the world, your Company has re-engineered its processes by leveraging Information Technology with an eye to building, sustaining and expanding its competitive edge. Your Company has designed and implemented web based CRM application using ASP.NET 3.5 and SQL Server 2005. The robust and stable CRM application with comprehensive support enables handling of larger call volumes resulting into speedy response and prompt resolution of customers queries. SAP Solutions have enabled your Company to leverage the benefits of integration in business operations, optimization of enterprise resources, standardized business processes thereby enabling standard operating practices with well established controls. This has enabled the Company to adopt best and standardized business processes across the functions. It has also benefited the management at all levels with business information which is on-line and reliable to control the business operations in a well- informed manner. Your Company has a scale-up data centre infrastructure to cater to the business requirements. During the year under review, SAP BI Tool (Business Intelligence) was upgraded from 3.5 to 7 for providing intelligent and advance reporting functionality. There is secured and point-to-point VPN connectivity in its most of the branches and

The Company has bagged SAP ACE Award, twice in a row, for Best Consumer Sector Implementation and Excellence in Implementation of Various SAP Modules. HEALTH AND SAFETY Safety of persons overrides all Production targets bearing this safety motto in mind, every business issue in your Company is discussed and every solution complies with the safety policy of your Company. The management of your Company believes that the employees are the heart and soul of the organization and hence, considers health and safety of its employees as its prime responsibility. The health and safety platform of your Company is well supported by the safety management team which comprises of employee and management representatives. The team studies a plethora of health, safety and environment related issues at manufacturing plants and reports the observations along with requisite correctives measures, if any, to the management for necessary action. The Company arranges for and takes various measures to prevent occurrence of accidents on job. There is regular interaction between Corporate and the manufacturing units on the health and safety policy. The health include: and safety initiatives adopted by the Company

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS During the year under review, Dr. Birendra Narain Singh was appointed as a Nominee of IDBI Limited in substitution of Mr. B. Ravindranath. Further, Thomson S.A. withdrew its nomination of Mr. Didier Trutt from the Board of the Company. Also, AB Electrolux (Publ) substituted their nominee on the Board of the Company. Ms. Gunilla Nordstrom was nominated on the Board in place of Mr. Johan Fant. At the Twentieth Annual General Meeting held on 30th March, 2009, Ms. Gunilla Nordstrom and Mr. Radhey Shyam Agarwal were appointed as Directors and Mr. Kuldeep Drabu retired at the said Annual General Meeting, since not offered himself for re-appointment. Pursuant to the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. S. Padmanabhan, Mr. Karun Chandra Srivastava and Mr. Arun L. Bongirwar are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Mr. Venugopal N. Dhoot was appointed to the office of Managing Director for a period of 5 years with effect from 01st September, 2005. The tenure of Mr. Venugopal N. Dhoot as Managing Director of the Company ends on 31st August, 2010. The Board of Directors of the Company has approved re-appointment of Mr. Venugopal N. Dhoot as Managing Director of the Company subject to the approval of shareholders at the ensuing Annual General Meeting. The Board recommends re-appointment of Mr. S. Padmanabhan, Mr. Karun Chandra Srivastava, Mr. Arun L. Bongirwar as Director and Mr. Venugopal N. Dhoot as Managing Director. Brief profiles of each of these Directors, specifying their expertise in specific functional areas, public companies in which they hold Directorship and Committee Positions, is annexed to the Notice and forms part thereof.

Conduct of safety audits. Accessibility of health and medical services to all employees through well equipped health centres at all manufacturing facilities. at regular intervals, to ensure fitness of its

Medical camps, employees.

Availability of ambulance, incase of emergency. On-the-job and off-the-job training programmes at regular intervals for upgradation of employees on awareness front. Display of evacuation plans at various locations to reach assembly point. Display of cautionary boards, notice boards and information boards at work stations for information and awareness of the employees. Close monitoring of health and safety activities to ensure maintenance of adequate standards. ENVIRONMENT

both economic progress and sustainable environment.

Your Company is committed to sustainable development, for meeting the needs of the present without jeopardizing the welfare of future generations. The Companys business strategies consciously factor environment conservation as a major principle. The Company is continously looking for new ways to preserve the environment and manage resources responsibly. Your Company endeavours to be as eco-efficient as possible are unrelenting. For your Company, economic, social and environmental responsibilities forms an integral part of its business. The eco-friendly initiatives adopted by the Company includes: setting new targets for energy efficiency. reducing the use of natural resources. promoting the use of alternative fuels and materials. re-engineering the processes and products to reduce energy consumption. tree-plantation campaigns. awareness programmes for employees at all levels. clean technologies and processes that combine

The Company adopt

LISTING The equity shares of your Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Global Depository Receipts (GDR) and Foreign Currency Convertible Bonds (FCCB) issued by your Company are listed on the Luxembourg Stock Exchange and Singapore Exchange Trading Securities Limited respectively. SUBSIDIARY COMPANIES During the year under review, Videocon Indonesia Nunukan Inc., Senior Consulting Private Limited and Jumbo Techno Services Private Limited became subsidiaries of the Company whereas Videocon (Mauritius) Infrastructure Ventures Limited and consequently Investcon Singapore Holdings Limited ceased to be the subsidiaries of the Company. As such, as on 30th September, 2009, your Company had 23 (Twenty- three) subsidiaries (including step-down subsidiaries) viz.. Datacom Telecommunications Private Limited; Eagle Ecorp Limited; Videocon JPDA 06-103 Limited (formerly, Global Energy Inc.); Godavari Consumer Electronics Appliances Private Limited; Jumbo Techno Services Private Limited; Mayur Household Electronics Appliances Private Limited; Middle East Appliances LLc; Paramount Global Limited; Pipavav Energy Private Limited; Powerking Corporation Limited; Senior Consulting Private Limited; Sky Billion Trading Limited;Venus Corporation Limited; Videocon Displays Research Company Limited; Videocon Energy Brazil Limited (formerly: Videocon Global Energy Holdings Limited); Videocon Global Limited; Videocon Indonesia Nunukan Inc. (formerly: Spectrum Overseas Inc.); Videocon International Electronics Limited; Videocon Mozambique Rovuma 1 Limited (formerly: Videocon Energy Resources Limited); Videocon Energy Ventures Limited; Videocon Oman 56 Limited (formerly: Videocon Hydrocarbon Holdings Limited); Videocon Telecommunications Limited (formerly: Datacom Solutions Limited); and Wei You Kang Electronic (Shenzhen) Limited.

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies, joint ventures and associates, in accordance with relevant Accounting Standards of the Institute of Chartered Accountants of India. The Company undertakes that annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies investors seeking such information at any point of time and the annual accounts of the subsidiary companies will also be kept for inspection by any investor at the Registered Office of the Company as well as the respective Registered Offices of subsidiary companies. Further, the summarized financial information of the subsidiary companies is also available on the website of the Company viz., www.videoconworld.com CONSOLIDATED FINANCIAL STATEMENTS The Audited Consolidated Financial Statements, based on the Financial Statements received from the subsidiaries, associates and joint ventures, as approved by their respective Board of Directors, have been prepared in accordance with the requirements of Accounting Standard 21 on Consolidated Financial Statements, Accounting Standard 27 of Financial Reporting of Interests in Joint Ventures and Accounting Standard 23 on Accounting for Investments in Associates in Consolidated Financial Statements. CASH FLOW STATEMENT The Cash flow Statement for the year ended 30th September, 2009, in conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges in India, is annexed hereto. AUDITORS REPORT The Auditors Report is unqualified. The observations made in the Auditors Report, read together with the relevant notes thereon, are selfexplanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956. AUDITORS M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. Kadam & Co., Chartered Accountants, Ahmednagar, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed eligibility and willingness to accept office, if re-appointed. The Company has received certificates from the said Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Board appointment. recommends their re-

The Directors adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India and have implemented all the stipulations prescribed. A detailed Corporat e Governanc e Report is included in the Annual Report. A certificate from the Auditors of the Compan y regarding compliance with the conditions of corporat e governanc e as required under Clause 49 of the Listing Agreemen t with the Stock Exchange s in India, forms part of the said report. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that: a) In the preparation of the annua l accounts for the year ended 30th September, 2009, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same; the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th September, 2009 and of the profit of the Company for the year ended on that date; the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the Directors have prepared the annual accounts of the Company on a going concern basis. TOKEN OF APPRECIATION The Board applauds its employees of the Company for their alacrity and dedication to stabilize the companys operations in the tough market conditions. The Board places on record its sincere thanks and appreciation for the continuing support of the dealers, vendors, business associates and employees in ensuring an excellent all-round operational performance. Your Directors also place on record their heartfelt gratitude to the Government Authorities, Banks and Financial Institutions for their support and guidance in navigating the Company through thick and thin. The Board is also grateful to you for your support, especially during the challenging times. The Company salutes its shareholders for their undeterred faith in the credentials of the Company. Your Directors look forward to their continued support in the future as well.

b)

c)

d)

For and on Behalf of the Board of Directors of VIDEOCON INDUSTRIES LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis Report, highlighting the performance and prospects of the Companys business, forms part of the Annual Report. CORPORATE GOVERNANCE It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. Your Company is committed to maintain the highest standards of Corporate Governance.

Place: Mumbai

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Date: 27th February, 2010 Venugopal N. Dhoot Chairman & Managing Director

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STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT,1956,READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES,1975 AND FORMING PART TO THE DIRECTORS REPORT FOR THE YEAR ENDED 30TH SEPTEMBER, 2009N am eo f E m p lo ye e A . K . M o da ni A b hijitK otnis A b his h ek a l L A ja y B a jaj A ja y D a v id A ja y S a pra A lo k M a th ur A m it G u pta A n il B ha tia A n il G un d ec h a A n uj N a ng ia A rind a mB os e A ru n K u m arD a s h ora A s e emT a n eja A s h okD as h A s h okG an gw a l A s h okV a rm a A s h utos h a n t P C ha n dra m a niing h S D ee p akK u m ar D ev a nE lla th G iris hS h ah H ars hB a ns al J a ide e pG up ta J a ide e pR a th ore J a id evS in gh J ero ldC h a ga s e reira P K .R . K im M urah ariraP o c hira ju o N ag ara ja n er Iy N ig el P into N is h k amB ha s in N itin S h ew a le P ra s oo nK u m ar P re de epK um a rG up ta P ro ba lS h ek ha r R . T . R a jan R . K. Bang R ah ulS ethi R ajee vB hu ta n i R a jen dra h en o y S R a jes hV ajpa y e e R a jiv G an ju R a m M an oh a r S . B . K h e dk a r S a n de e p e th i S S a nje e vJ a in S h ek h a r oti Jy S h ou m ic k itra M S riniv a sS attira ju D e sig n atio n S r. V ic eP res id en t A s s ociate ic eP re s ide nt V G e n era M an a ge r l V ic e P re s ide nt A ss t. G e ne ral a na g er M G e n era M an a ge r l G e n era M an a ge r l V ic e P re s ide nt G e n era M an a ge r l D y . G en eraM an a ge r l G e n era M an ag e r l V ic e P re s ide nt V ic e P re s ide nt D y . G en eraM an a ge r l S r. G e n eraM a na g er l G e n era M an ag e r l D y . G en eraM an a ge r l G e ne ra M an a ge r l V ic e P res id en t G e ne ra M an a ge r l G e ne ra M an a ge r l G e ne ra M an a ge r l G e ne ra M an a ge r l D y. G en e ral a n ag er M S r. V ic e P re s ide n t D y . G e n eraM a n a g er l V ic e P res id en t Chief Executive O fficer G e n era M a n ag er l S r. G e n e raM an a g e r l G e n era M a n ag er l D y . G e n eraM a n a g er l G e ne ralM a n a g er S r. G en e ral an a ge r M V ic e P res id en t G e ne ralM a n a g er V ic e P res id en t G e ne ralM a n a g er V ic e P res id en t G e ne ralM a n a g er A s st. V ic eP res id en t G e n e ra M a na g er l S r. G en e ral an ag e r M G e n era M an a ge r l G e n era M an a ge r l G e n era M an a ge r l A ss t. V ic e P re s ide nt V ic e P re s ide nt G e n era M an ag e r l G e n era M an ag e r l R em u n e ratio n Qualification A g e Experience (Y ea rs ) 46 26 41 20 37 12 45 21 40 16 47 23 44 22 48 41 41 31 45 25 19 17 7 21 34 15 18 23 17 20 13 19 24 21 12 12 20 19 14 31 19 25 26 14 22 14 20 22 21 25 35 18 23 25 20 15 27 11 19 26 23 20 D a te o f N a m eo f L a stE m p lo ye r Jo in in g 1 6 .11 .1 9 8 9 S h re eD ig v ija y e m e nt o.L td . C C 0 1 .04 .2 0 0 9 VDC Technologies S pA Anagni. , 0 1 .07 .2 0 0 8 (ItalyInd iaH old in g s vt.L td . T C L) P 0 1 .07 .2 0 0 8 L G E le c tro n icIn d iaP vt.L td . s 0 5 .0 8.20 0 9 S a m s u n g d iaE lec tro nicP vt.Ltd. In s 0 2 .0 3.20 0 9 L G E le c tro n icIn d iaP vt.L td . s 0 9 .0 7.20 0 9 Ion E x c h an g e diaLtd. In 0 7 .0 5.20 0 8 L G E le c tro n icIn d iaP vt.L td . s 0 9 .0 7.20 0 9 T ec u m es h rod uc ts iaP v t.Ltd. P Ind 1 6 .0 1.20 0 1 V ide o c on x po rts vt.L td . E P 0 8 .0 7.20 0 8 S p ic eM ob ile s td . L 2 3.06 .2 0 0 8 S a ud iD airy& F oo ds tu ff om p a ny C (S a da fc o ) 2 2.11 .1 9 8 7 Riico Ltd. 0 1.08 .2 0 0 8 D elp hiA u to m o tiv e s 2 9.05 .2 0 0 8 H aie rA pp lia n c eInd iaP vt.Ltd. s 0 1.07 .2 0 0 8 K itc h enA p p lia nc eIn d iaL td . s 0 1.07 .2 0 0 9 M a ratho n le c tric diaP vt.L td . E In 2 2.05 .2 0 0 8 S a m s un g diaE lec tron icL td . In s 0 5.12 .2 0 0 8 A rro n E n gg . 0 2.0 6 .2 0 08 V ic to riaIm pe xP vt.L td . 2 3.0 5 .2 0 08 M irc E lec tron icL td . s 2 9.1 2 .2 0 08 S a m s un g diaE lec tron icL td . 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M a na g er G e ne ralM a n a g er P ro d uc M ark etin g t D irec to r- IT D y. M a na g er M an ag e r M a nu fa c tu ring G e ne ralM a n a g er A s s t.G e n e raM a n a g e-r F in an c e l G e n era M a n a g e-r H R l D y . G e ne raM a n a g e-r S a le s l C hief ExecutiveO fficer E x ec u tiv e ire c to - S a les D r B us in es s e a d H G e n era M a n a g e-r M an ufac turin g l F ina nc iaS e rv ic es a na g e r l M H e a d - S alesP la nn in g nd D is trib utio n a S r. V ic eP re s ide nt S ale s& M a rk etin g M a n ag er ua lity Q S r. V ic eP re s ide nt M a n ag ing ire c to r D G e n e ral a n a g e-r T V & W hiteG o o d s M D irec tor- S e rv ic e pe ratio n O G en eral a na g er M A ss t.G e n eraM an a ge r l N .A . A s st.G e n era l a na g er M H e a d o f F in an c e R e gio naB u s ine s s an ag e r l M D irec to r S ale s& M a rk e t A s st.G e n eraM a n ag er l C o m m erc ia l an a ge r M P ro du c tH ea d- G ro up F ac toryM a n ag e r A ss t.G e ne ral a n a g er-S ale s M N a tion a l S ervic e M an a g e r- Q u a lity & Customer S e rv ic e O p era tio n e a d H V ic e P re s id en-t M ark e tin g G e n era M a n ag er B id l B us in es s e a d H V ic e P re s id en t N a tio na S a le s& M a rk e ting an a g e r l M

annexure to directors report

6,9 1 2,90 0 B .C om ., .A .,C .S . C 2,6 3 9,86 9 B .E . E le c tro nic s 2,6 5 8,41 6 B .C om ., G D B M P 2,1 8 6,31 4 B .S c . 4 02 ,0 1 6 B .A ., M .B .A . 2 ,0 18 ,1 0 6 B .C om ., .B .A . M 8 17 ,77 7 B .C om ., .B .A . M 7 ,7 83 ,8 5 7 B .C om . 6 08 ,90 7 B .E . 1 ,7 89 ,8 7 3 B .E . M e c h an ic al 7 27 ,61 2 B .C om ., G D B M P 6 ,5 70 ,9 7 2 B .E ., M .S c.,D B A

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annual th remo y e es 2008-2009re lativ e an y o f the D ire c to rs f the rt lis teda bo v eis a c) N on eof e Epp lo of oC om p a n yPlace: M um b ai . D ate :2 7 thF eb ru ary2 01 0 ,

corporate GoVernance report For tHe Year 2008-09(as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges)

CoMpanYS pHIlo Sop HY on CoDe oF Co o te rp ra

GoVernan Ce

2.

Board procedure: The Company has a well-defined process of placing vital and sufficient information before the Board pertaining to business to be considered at each Board Meeting so as to enable the Members of the Board to participate in the discussion and discharge its responsibilities effectively. The Company is in substantial compliance with the Secretarial Standards governing Board Meetings, as set out in Secretarial Standards 1 issued by the Institute of Company Secretaries of India. The Company Secretary, in consultation with the Board of Directors, finalizes the agenda of the Board and Committee Meetings, which is distributed to the Board/Committee Members well in advance. The basic information furnished to Board Members and the Procedure is as set out hereunder: a. The Company has defined guidelines for the meetings of the Board of Directors and Committees thereof. These guidelines seek to systematize the decision making process at the meetings of Board/ Committees, in an informed and efficient manner. All Board/Committee Members are given notice of the meetings in advance. The meetings are governed by structured agenda. The agenda alongwith the explanatory notes are distributed well in advance. The Board/Committee Members have unqualified access to all information available with the Company. The information generally provided to the Members inter-alia includes: Annual operating plans and budgets; Quarterly, Half Yearly and Annual financial results; Minutes of the Annual General Meetings / Extraordinary General Meetings / Board Meetings / Meetings of Audit and other Committees to the Board; Notice of Interest; Material important litigations, show cause, demand, prosecution and penalty notices, if any; Sale of material nature of investments, subsidiaries and assets, which are not in the normal course of business; Establishment, operations and Subsidiary or Collaboration etc., Investment/Divestment Acquisitions/Amalgamation etc; Compliance Reports; Minutes of the Board Meeting, Annual General Meetings of Subsidiary Companies and significant transactions if any; and Related Party Transactions. Set up of Joint Venture,

The Corporate Governance philosophy of your Company stems from its belief that Corporate Governance is a key element in improving efficiency as well as enhancing investor confidence. Your Company seeks to maximize shareholder value while safeguarding and promoting the interests of other stakeholders and maintaining a steadfast commitment to ethics and code of conduct. Your Company believes that retaining and enhancing stakeholders trust is essential for sustained corporate growth and has engrained into its culture and into each associate, the values of honesty and fairness. For your Company, adherence to Corporate Governance stems not only from the letter of law but also from the inherent belief of doing business in the right way. Tenets of your Companys Corporate Governance Philosophy are: Accountability and fairness towards all stakeholders; Create value for all stakeholders without compromising on ethical principles; Comply with laws in all countries in which the Company operates; and Clear communication of relevant information and high degree of disclosure levels.

b.

Your Company is committed to Corporate Governance and endeavors to adhere to the highest standards of corporate values and ethics which predates SEBI and Clause 49 of the listing agreements and in doing so, it has consistently enhanced shareholders value. The Company is in compliance with the requirements of Clause 49 of the Listing Agreement. The details of Compliances are detailed hereunder:

c.

Bo r D oF DIre Cto S a r1. Composition as on 30th September, 2009: In keeping with the commitment of the management towards the principles of integrity and transparency in business operations for good corporate governance, your Companys policy is to have an appropriate blend of executive and independent directors to maintain the independence of the Board, and to separat e the Boards functions of governanc e and management. Accordingly, the Board of Directors of the Company comprises of eminent persons having versatile experiences in diversified fields, including Finance, Marketing, Technical, Management and Administration. The strength of the Board, at the end of the financial year, was eleven of which two are Promoter- Executive; one Non Executive - Non Independent and eight are Independent Directors. Category Promoter, Executive Directors Mr. Venugopal N. Dhoot (Chairman and Managing Director) Mr. Pradipkumar N. Dhoot (Whole-Time Director) Non - Executive, Non - Independent Non - Executive, Independent Ms. Gunilla Nordstrom (Nominee AB Electrolux Publ) Mr. S. Padmanabhan Mr. Satya Pal Talwar Mr. Radhey Shyam Agarwal Mr. Arun Laxman Bongirwar Maj. Gen. S. C. N. Jatar Mr. Karun Chandra Srivastava Mr. Ajay Saraf (Nominee - ICICI Bank Ltd.) Dr. B. N. Singh (Nominee - IDBI Limited) Mr. Venugopal N. Dhoot and Mr. Pradipkumar N. Dhoot are within the meaning of Section 6(c) of the Companies Act, 1956. relatives 4. 3. 1 8 e. no. of Directors 2

d.

of Joint Ventures, Subsidiaries;

Minutes of the proceedings of each Board/Committee meeting are recorded. Draft minutes are circulated amongst all members for their comments. The minutes of the proceedings of the meetings are entered in the Minutes Book. The guidelines for the Board/Committee meetings facilitate an effective post meeting follow-up, review and reporting process for the actions taken on decisions of the Board and Committees.

Code of Conduct: The Board has laid down a code of conduct for all directors and senior management of the company, which has been posted on the website www. videoconworld.com. All directors and senior management personnel have affirmed compliance with the code for 2008-09. A declaration to this effect signed by the Managing Director is given in this Annual Report. Meetings: During the October, financial year, the Board met eleven times on 27th

annual 07thp rt 2008-2009 January, 2009; 31st January, 2009; 26th o 2008; re November, 2008; 23rdFebruary, 2009; 02nd April, 2009; 27th April, 2009; 29th April, 2009; 21st May, 2009; 31st July, 2009 and 11th August, 2009. The gap between any two meetings has been less than four months.

5.

attendance record of Directors: name of the Director Whether attended aGM held on 30th March, 2009 attendance in Board Meetings held during the year / tenure total Meetings attended + Mr. Venugopal N. Dhoot Mr. Pradipkumar N. Dhoot Mr. Radhey Shyam Agarwal Mr. S. Padmanabhan Maj. Gen. S. C. N. Jatar Mr. Satya Pal Talwar Mr. Arun L. Bongirwar Mr. Karun Chandra Srivastava Ms. Gunilla Nordstrom Mr. B. N. Singh Mr. Ajay Saraf Mr. Kuldeep Drabu Mr. Didier Trutt + ** # Yes No No No No Yes No No No No No No No 9 5 5 6 8 9 8 9 2 6 6 other Board as on 30th September, 2009 Directorship ** 14 14 9 13 1 12 3 3 2 Committee Chairmanship # 1 3 4 Committee Membership # 1 4 4 7 1 4 1 2 1 -

Includes meeting(s) participated through audio conferencing. Directorship held by directors does not include any alternate directorships, directorships in Foreign Companies, directorship in Companies incorporated under Section 25 of the Companies Act, 1956 and Private Limited Companies.

6.

As per Clause 49 of the Listing Agreement, Membership/Chairmanships of only the Audit Committee and Shareholders/Investors Grievance Committee of Public Limited Companies have been considered. Major accounting entries based on exercise of judgment by management. Brief Details of Directors seeking appointment/re-appointment: The brief details of directors seeking appointment/re-appointment are appended to the Notice convening the Twenty-first Annual General Meeting. Observations, if any, in the draft audit report.

Bo r D CoMMItte S a eThe Board of Directors of the Company have set up four Committees to carry out various functions, as entrusted, and give the suitable recommendations to the Board on significant matters, from time to time. Following are the details of the Committees as on 30th September, 2009: Mandatory Committees: a) b) Audit Committee. Shareholders/Investors Grievance Committee.

optional Committees: a) b) Remuneration Committee. Finance and General Affairs Committee.

The Composition, scope and details of all the aforesaid Committees are given as under: 1. au DIt CoMMItte : e 1.1 terms of reference and scope of the Committee: The following are the terms of reference and scope of the Committee: a. Overall assessment of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. Recommending the appointment of external auditor, fixation of audit fee and also approval for payment for any other services rendered by the Auditors.

b.

c. Reviewing with management the annual financial statements before submission to the board, focusing primarily on: Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956. Changes, if any, in accounting policies and practices.

Significant changes/amendments, The going concern assumption.

if any, arising out of audit.

Compliance with accounting standards. Qualification in the draft audit report, if any. Compliance with stock exchange concerning financial statements. and legal requirements

Any related party transactions i.e., transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of Company at large.

d. e. f.

Review of quarterly unaudited financial results before submission to the Auditors and the Board. Reviewing with the management, adequacy of internal control systems. external and internal auditors the

Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. Discussion with internal auditors any significant findings and follow up there on. Reviewing the findings, if any, of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. Discussion with external auditors before the audit commences on nature and scope of audit as well as post-audit discussion to ascertain any area of concern. Reviewing the Companys financial and risk management policies.

g. h.

i.

j. k.

Assessing the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors. Financial Statements and Investments made by Subsidiaries. m.

l.

To review the functioning of Whistle Blower Mechanism, if any. the Committee also reviews: Management discussion and analysis of financial conditions and results of operations.

Statement of significant related party transactions, if any. Management Letters/Letters of internal control weaknesses the Statutory Auditors. issued by

2.2

Composition as on 30th September, 2009: name Maj. Gen. S. C. N. Jatar Mr. S. Padmanabhan Mr. Karun Chandra Srivastava Designation Chairman Member Member Category Independent Independent Independent

Internal Audit Reports relating to internal control weaknesses, and The appointment, Chief Internal Auditor. 1.2 removal and terms of remuneration of the 2.3

Meetings and attendance: During the financial year ended on 30th September, 2009, five meetings of the Committee were held on the following dates: 27th October, 2008; 26th February, 2009; 03rd May, 2009; 01st June, 2009 and 05th August, 2009. name Meetings attended Maj. Gen. S. C. N. Jatar Mr. S. Padmanabhan Mr. Karun Chandra Srivastava 4 4 4

Composition as on 30th September, 2009: The Committee comprises of Independent Directors and financially literate persons having vast experience in the area of finance and accounts. The Chairman of the Committee is a person with financial expertise. The Composition as on 30th September, 2009 was as under: name Mr. Satya Pal Talwar Maj. Gen. S. C. N. Jatar Mr. Radhey Shyam Agarwal Designation Chairman Member Member Category Independent Independent Independent 2.4

Compliance Officer: Mr. Vinod Kumar Bohra, Company Secretary, is the Compliance Officer for complying with the requirements of the Listing Agreement with the Stock Exchanges in India and abroad.

During the financial year under review, the constitution of the Committee underwent certain changes, particulars of which are as set out hereunder: name Mr. Arun L. Bongirwar Mr. Radhey Shyam Agarwal Mr. Karun Chandra Srivastava 1.3 Meetings and attendance: During the Financial year under review, five meetings of the Committee were held on the following dates: 27th October, 2008; 31st January, 2009; 26th February, 2009; 29th April, 2009; and 31st July, 2009. name Mr. Satya Pal Talwar Mr. Arun L. Bongirwar Maj. Gen. S. C. N. Jatar Mr. Karun Chandra Srivastava Mr. Radhey Shyam Agarwal + Including participation through Audio Conferencing. Meetings attended+ 4 4 3 3 1 appointment 29th April, 2009 31st Janua ry, 2009 Cessation 31st July, 2009 31st July, 2009 2.5

Share transfer Details: The number of Shares transferred during the year under review is given below: Sr. no a) b) c) particulars Number of Transfers Average No. of Transfers per Month Number of Shares Transferred equity 974 81 2,69,208

2.6

Demat/remat of Shares: Sr. no a) b) c) d) e) f) particulars Number of Demat Transfers approved Number of Sub-committee Meetings held Number of Shares Dematerialised Percentage of Shares Dematerialised Number of Rematerialisation Requests Approved Number of Shares Rematerialised equity 2,900 50 2,94,877 0.13 3 24

The Statutory Auditors, Cost Auditors and the Head of Internal Audit attended and participated in the meetings, on invitation. The Company Secretary is the de-facto Secretary of the Committee. 2. 2.1 SHa Ho De S/InVeSto S GrIeVan Ce CoMMItte : re l r r e Scope of the Shareholders/Investors Grievance Committee: The following are the terms of reference and matters that are referred to the Shareholders/Investors Grievance Committee: Transfer of Shares; Transmission of shares; Issue of Duplicate Share Certificates; Change of Status; Change of Name; Transposition of Shares; Sub-division of Shares; Consolidation of Folios; Shareholders shares; and requests for Dematerialisation / Rematerialisation of

2.7

Details of complaints received and redressed during the year 2008-09: Sr. no. particulars received redressed pending as on 30.9.2009 0 0 0 0 0

1. 2. 3. 4.

Non receipt of Refund Order Non receipt of Div/Int/ Redemption Warrants Non Receipt of Share Certificates Others TOTAL

0 272 876 226 1,374

0 272 876 226 1,374

Note: Representatives of the Company are in constant touch with MCS Limited, Share Transfer Agent of the Company and review periodically the outstanding complaints. 3. 3.1 re Mu erat Ion CoMMItte : n e terms of reference and scope of remuneration Committee: Fixing the remuneration payable to the Executive Directors; the remuneration policy of the

Allotment of Equity Shares.

The Board has delegated the power of Share Transfer to Registrar & Share Transfer Agent, who process the transfers. The Committee also looks after redressal of investors grievances and performance of the Registrar and Transfer Agent of the Company. In addition to the above, the Committee closely monitors violations of the code of conduct for prevention of insider trading.

Determining Company;

Reviewing the performance of employees and their compensation; Recommend to the Board retirement benefits; Reviewing the performance of employees against specific key result areas identified as yardsticks for measuring performance; and

9

Recommend the remuneration including the perquisite package of key management personnel.

10

3.2

Composition as on 30th September, 2009: The composition of the Remuneration Committee of the Board of Directors as on 30th September, 2009 was as under: name Maj. Gen. S. C. N. Jatar Mr. Satya Pal Talwar Mr. Arun L. Bongirwar 3.3 Meeting and attendance: Designation Chairman Member Member Category Independent Independent Independent 19th 31.03.2008

Ge e l n ra

BoDY Meet InG(S)

The last three Annual General Meetings of the company were held as under: aGM 18th Date 30.03.2007 location Auto Cars Compound, Adalat Road, Aurangabad - 4301 005 time 9.30 A.M. Special resolution passed Nil

The Company Secretary is the de-facto Secretary of the Committee.

During the Financial year under review, one meeting of the Committee was held on 29th April, 2009. name Maj. Gen. S. C. N. Jatar Mr. Satya Pal Talwar Mr. Arun L. Bongirwar 3.4 Directors remuneration: (a) The Promoter Directors, Executive Directors, Non Executive Non Independent Directors, Nominees of AB Electrolux (Publ) and Thomson S.A. are not paid any sitting fees. Mr. V. N. Dhoot, Chairman and Managing Director and Mr. P. N. Dhoot, Whole Time Director of the Company are entitled for remuneration as per their terms of appointment. However, they have not drawn any remuneration during the year 2008-2009. The Independent Directors are paid only sitting fees for attending Board/Committee meetings. The details of payment of sitting fee during the year under review are as follows: name of the Director Mr. S. Padmanabhan Maj. Gen. S. C. N. Jatar Mr. Satya Pal Talwar Mr. Arun L. Bongirwar Mr. Karun Chandra Srivastava Mr. Ajay Saraf (Favouring: ICICI Bank Limited) Dr. B. N Singh Mr. R. S. Agarwal 3.5 Stock options: The Company Options. 4. 4.1 has not issued any Stock 3. Sitting Fees (rs.) 2,10,000 2,40,000 2,70,000 2,10,000 2,50,000 1,20,000 1,20,000 1,20,000 2. Meetings attended 1 1 1 2. postal Ballot: 20th 30.03.2009

14 K. M. Stone, 9.30 A.M. Aurangabad-Paithan Road, Village: Chittegaon, Taluka: Paithan, District: Aurangabad - 431 105 14 K. M. Stone, 12 Noon Aurangabad-Paithan Road, Village: Chittegaon, Taluka: Paithan, District: Aurangabad - 431 105

Nil

Nil

During the year under review, three resolutions were passed through Postal Ballot, particulars of which are set out hereunder: Resolu tion No. Section of the N a tu reo f Com panie res o lu tio n s Act, 1956 under which the resolution was passed Authorization to the Board of Directors to Section 81 Special issue and allot 1,17,65,000 Warrants, on (1A) preferential basis, to Bennett, Coleman & Company Limited (BCCL), with an option to BCCL to subscribe to 1,17,65,000 equity shares of the Company within 18 months from the date of allotment. Amendment to the existing Clause Section 17 Special Particularsof the resolution passed No. 6 of the Memorandum of Association of the Company i.e., the Object Incidental or Ancillary to the attainment of the Main Objects of the Memorandum of Association of the Company to incorporate therein enabling power to the Company to extend guarantees for various types of obligations, whether monetary or otherwise, on behalf of others. Directors to Section 293 Authorization to the Board of mortgage and/or charge all or any part of (1) (a) the movable and/or immovable properties of the Company, wheresoever situate, both present and future and whole of the undertaking of the Company upto a sum not exceeding Rs. 20,000 Crores.

(b)

1.

FInanCe anD Ge e l n ra

aFFaIrS CoMMItte : e

Ordinary

terms of reference and the powers and functions: The Committee is entrusted with various powers, from time to time, which shall aid in speedy implementation of various projects, activities and transaction whether routine or non-routine in nature.

4.2

Composition as on 30th September, 2009: name Mr. Venugopal N. Dhoot Mr. Pradipkumar N. Dhoot Mr. S. Padmanabhan Designation Chairman Member Member Category Promoter Executive Promoter Executive Independent

The Board had appointed Mr. Shashank Suvarnapathaki, Chartered Accountant in Whole-Time Practice, as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. Notice of Postal Ballot, together with Explanatory Statement in terms of the provisions of Section 173 (2) of the Companies Act, 1956, Postal Ballot Form and self-addressed envelope (postage to be paid by addressee) were dispatched to all the shareholders of the Company and all other persons entitled to receive the same. The result of the voting is given below: particulars Total number of Postal Ballot Forms received Number of shares Percentage to total equity shares Number of invalid/rejected Postal Ballot Forms resolution 1 resolution 2 resolution 3 1,751 106,779,547 46.54% 293 1,751 106,779,547 46.54% 293 1,751 106,779,547 46.54% 293

The Company Secretary is the de-facto Secretary of the Committee. 4.3 Meeting and attendance: During the financial year, the Committee met six times on the following dates: 03rd January, 2009; 14th January, 2009; 23rd March, 2009; 01st June, 2009; 30th June, 2009 and 10th August, 2009. name Mr. Venugopal N. Dhoot Mr. Pradipkumar N. Dhoot Meetings attended 5 3

Mr. S. Padmanabhan

5

Continued particulars Number of shares Percentage to total Postal Ballot Forms received Total number of valid Postal Ballot Forms received Total number of shares Percentage to total Postal Ballot Forms received Total number of Postal Ballot Formsnumber of votes casted in Total in favour favour Percentage of shares to receipt Total number of Postal Ballot Forms number Total against of votes casted against Percentage of shares to receipt resolution 1 resolution 2 resolution 3 42,933 16.73 1,458 106,736,614 83.27 1,335 106,730,861 99.99 123 5,753 0.01 42,933 16.73 1,458 106,736,614 83.27 42,933 16.73 1,458 106,736,614 83.27 1,248 106,505,456 99.78 197 2,25,294 0.21

MeanS oF CoMMun ICa Ion tThe Company regularly intimates its un-audited financial results (provisional) as well as audited financial results to the Stock Exchanges, as soon as the same are taken on record/approved. These financial results are published in The Hindu Business Line/The Financial Express and Navshakti/Gavakari, in Marathi. The results are not sent individually to the shareholders. The annual results are also made available on the Companys website. In terms of the requirements of Clause 52 of the Listing Agreement with the Stock Exchanges in India, the un-audited financial results (provisional) as well as audited financial results are electronically submitted and displayed through Corporate Filing and Dissemination System viz., www.corpfiling.co.in. All important information and official press releases are displayed on the website for the benefit of the public at large. Analysts Reports/Research Report, if any, are also uploaded on the website of the company. The Companys website can be accessed at www.videoconworld.com. Management Report. Discussion and Analysis Report forms part of the Annual

1,269 106,720,164 99.98 179 10,595 0.01

Ge e l n raannual General Meeting:

SHa Ho De S InFo Ma Ion re l r r t

The 21st Annual General Meeting of the Company will be held as per following schedule: Day Date Time Venue Tuesday 30th March, 2010 12.00 Noon

At present, the Company is not proposing to conduct any resolution through the postal ballot.

DISClo Su S rea) Materially significant related party transactions i.e. transactions of the Company of material nature with its promoters, directors/ management, subsidiaries/ relatives etc. that may have potential conflict with the interests of the Compan y the at Non-compliance by There are no transactions which may have potential conflicts with the interests of the Company at large. Transactions with related parties are disclosed in Note No. 21 of Schedule 15B to the Accounts in the Annual Report.

Registered Office of the Company at 14 KM Stone, Aurangabad-Paithan Road, Village: Chittegaon, Taluka: Paithan, District: Aurangabad - 431 105 Financial Calendar(Maharashtra). for 2009-10: The financial calendar for the Financial Year 2009-10: Financial Year First Quarterly Results 01st october, 2009 to 30th September, 2010 On or before 31st January, 2010 On or before 30th April, 2010 On or before 31st July, 2010 On or before 31st October, 2010 On or before 31st March, 2011

b)

Nil

c)

Company, penalties and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. Whistle Blower Policy and The Company has implemented Whistle affirmation that no personnel Blower Policy and it is hereby affirmed have been denied access to that no personnel have been the audit committee. denied access to the Audit Committee. Details of Compliance with The Company has: mandatory requirements and 1. constituted a Remuneration adoption of the non mandatory Committee, details of which are requirements of this clause. captured in the section Board Committees of this Report. 2. constituted Standing Committee under nomenclature Finance and General Affairs Committee Committee adopted a Whistle Blower Policy to promote reporting of any unethical or improper practice or violation of the companys Code of Conduct or complaints regarding accounting, auditing,internal controls or disclosure practices of the company. It gives platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. No personnel have been denied access to the Audit Committee.

Second Quarterly Results Third Quarterly Results Fourth Quarterly Results Annual General Meeting for the Year Ending September 30, 2010 Dates of Book Closure:

d)

The date of Book Closure for the purpose of Annual General Meeting and determining the shareholders entitlement for dividend shall be intimated to the Stock Exchange on or before 10th March, 2010. Further, the Company shall also intimate details of the Book Closure, by way of publication in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated. The date of Book Closure shall also be displayed on the website of the Company i.e. www.videoconworld.com. Dividend payment Date: Dividend, if declared at the Annual General Meeting, is proposed to be paid on or around Saturday, 10th April, 2010. The equity shares of your Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited, names and addresses of which are given below: Sl. no. 1. name and address of the Stock exchange Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Web: www.bseindia.com Stock Code

3.

511389

11

2.

National Stock Exchange of India Limited (NSE), Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai - 400 051 Web: www.nseindia.com

VIDEOIND

12

Global Depository Receipt of the Company are listed on: Luxembourg Stock Exchange, 11, Avenue, de la, Porte Neuve L-2227, Luxembourg Web: www.bourse.lu/Accueil.jsp Foreign Currency Convertible Bonds of the Company are listed on:VINL STOCK PRICES300 240 180

VINL HIGH v/s SENSEX HIGH20000

15000 10000

The Stock Exchange of Singapore, 2, Shanton Way, # 19-00, SGX Centre 1, Singapore-068804 Web: www.ses.com.sg The Company has paid listing fees for the year 2009-10 to both the Stock Exchanges and custodial fees for the year 2009-10 to National Securities Depository Limited and Central Depositories Services (India) Limited. Market price Data: Average monthly High and Low prices at BSE and NSE are given below: Month BSe High price October, 2008 November, 2008 December, 2008 January, 2009 February, 2009 March, 2009 April, 2009 May, 2009 June, 2009 July, 2009 August, 2009 September, 2009 227.00 146.00 136.40 136.95 99.40 96.40 134.30 179.70 203.90 190.75 251.50 258.80 low price 95.00 95.00 86.05 88.00 84.75 82.00 87.60 109.90 161.20 142.25 177.00 226.70 nSe High price 228.00 146.50 136.25 136.90 99.40 99.00 134.40 179.80 204.00 191.00 251.65 259.00 low price 94.00 94.90 87.00 88.50 85.00 81.00 87.50 106.50 161.20 142.20 178.00 226.75

120 60 0 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep 5000 0

MONTHS VINL BSE SENSEX

registrar and transfer agent: MCS Limited Kashiram Jamnadas Building, Office No. 21/22, Ground Floor, 5, P Dmello Road (Ghadiyal Godi), Masjid (East) Mumbai 400 009 Tel : 022 23726253/55 Fax : 022- 23726252 Share transfer System: Shares received for transfer by the Company or its Registrar and Transfer Agent in physical mode are processed and all valid transfers are approved. The share certificate(s) is/ are duly transferred and dispatched within a period of 15 to 20 days from the date of receipt.

A comparative chart showing Videocon Industries Limited High verses Bombay Stock Exchange High: Distribution of Shareholding: Shareholding Pattern as on 30th September, 2009: C a te g o r y code C a teg ory S ha reh older of N u m b eor f T o ta N u m b e r N u m b er Sharesin T otalshareholding a P ercen tag e l of as Shareholders of Shares D e m aF o r m t o f tota lN u m b er f Shares o S ha respled g edo r otherw ise encum bered A s a p ercentage to totalno of shares (I X ) = I I I ) /( I V ) * 1 0 0 (V

A s a percentage A s a percentage N u m b eor f Shares o f(A + B ) o f (A + B + C ) ( I) (A ) 1 (a ) (b ) (c ) (d ) (e ) (2 ) (a ) (b ) (c ) (d ) In d ia n In d iv id u a/ls in d u n d iv id e dm ily H U fa C e n traG o v t./ ta te o v t.(s ) l S G B o d ie s o rp o ra te C F in a n c ia l s titu tio nBsa n k s In / A n yO th e r( firm ) S u b- T o ta(A )(1 ) l F o re ig n In d iv id u a (N o n- R e s id e Intd iv id u a/ ls o r e ig In d iv id u a ls ) ls n F n B o d ie s o rp o r a te C In s titu tio n s A n yO th e (s p e c ify ) r S u b- T o ta(l A )(2 ) T o ta l S h a re o ld in o f P ro m o te r dP r o m o te rro u p h g an G (A ) = (A )( 1 ) + (A )(2 ) (B ) (1 ) (a ) (b ) (c ) (d ) (e ) P u b lic h a re o ld in g S h In s titu tio n s M u tu aF u n d / U T I l s F in a n c ia l s titu tio n s /B a n k s In C e n tr aG o v t./ ta te o v t.(s ) l S G V e n tu re a p itaF u n d s C l In s u r a n cC o m p a n ie s e 27 35 5 2 ,8 7 2 ,2 3 1 3 9 8 ,5 2 1 8 ,9 3 7 ,0 1 2 2 ,8 7 0 ,9 0 8 3 8 5 ,4 9 4 8 ,9 3 7 ,0 1 2 1 .3 9 0 .1 9 4 .3 2 1 .2 5 0 .1 7 3 .9 0 49 1 5 8 ,3 1 5 ,3 0 0 1 5 8 ,1 2 8 ,3 9 2 0 7 6 .4 5 0 6 9 .0 1 12 36 1 49 1 ,2 9 2 ,9 7 7 1 5 6 ,9 8 0 ,9 0 3 4 1 ,4 2 0 1 5 8 ,3 1 5 ,3 0 0 1 ,2 9 2 ,9 7 7 1 5 6 ,8 3 5 ,4 1 5 1 5 8 ,1 2 8 ,3 9 2 0 .6 2 7 5 .8 1 0 .0 2 7 6 .4 5 0 .5 6 6 8 .4 3 0 .0 2 6 9 .0 1 0 (II) S h a r e o ld in o f P ro m o te r dP ro m o te rro u p h g an G (III) ( IV ) (V ) (V I) (V II) (V III)

0 .0 0 5 4 .8 8 0 .0 0 5 4 .4 1 0 .0 0 5 4 .4 1 NA NA

8 6 ,1 4 5 ,8 8 7 8 6 ,1 4 5 ,8 8 7

8 6 ,1 4 5 ,8 8 7 NA NA

SENSEX

(f)

F o r e ig n s titu tio nIn v e s to rs In al

80

1 0 ,4 9 1 ,8 4 3

9 ,7 3 0 ,6 4 7

5 .0 7

4 .5 7

C a te g o r y code

C a teg ory S ha reh older of

N u m b eor f T o ta N u m b e r N u m b er Sharesin T otalshareholding a P ercen tag e l of as Shareholders of Shares o f tota lN u m b er f Shares o D e m aF o r m t

S ha respled g edo r otherw ise encum bered A s a p ercentage to totalno of shares (I X ) = I I I ) /( I V ) * 1 0 0 (V

A s a percentage A s a percentage N u m b eor f o f(A + B ) o f (A + B + C ) Shares ( I) (g ) (h ) (2 ) (a ) (b ) A n yO th e r( p e c ify ) s S u b- T o ta(B )( 1 ) l N o n -In s titu tio n s B o d ie s o rp o ra te C In d iv id u ai.In d v id u a ls a r e h o ld e r sld in n o m in a lh a re a p ita l ls Sh ho g s c upto R s .1 L a k h ii In d iv id u S lh a r e h o ld e r sld in n o m in a lh a r e a p itain e x c e s o f a ho g s c l s R s .1 la k h (c ) A n yO th e r( p e c ify ) s S u b- T o ta(B )(2 ) l T o ta P u b lic h a re o ld in g l S h T O T A L (A ) + (B ) (C ) S h a re h e ldb y C u s to d ia a n d a g a in swt h ic hD e p o s itoR e c e ip t s ns ry have b e e nis s u e d G R A N D O T A L( A ) + (B )+ (C ) T Distribution of Shareholding as on 30th September, 2009: Shareholdingof N o m inaV a lu e l N u m b e r Percentage N u m b e r f o of Share- to the Total Shares holders Shareholding 3 65 ,60 8 21 3 12 7 43 21 15 32 91 36 6 ,1 5 0 99 .85 0.0 6 0.0 3 0.0 1 0.0 1 0.0 1 0 .0 1 1,5 78 ,84 4 1,8 00 ,41 5 1,0 62 ,81 7 73 1 ,0 8 4 65 5 ,2 9 4 2,1 36 ,59 7 Am ount (in R s.) Percentage to T otal V a lu of e Share Capital 5.3 3 0 .6 9 0 .7 8 0 .4 6 0 .3 2 0 .2 9 0 .9 3 9 1.2 0 1 00 .00 Warrants: B = (B )(1 )+ (B )( 2 ) 3 6 5 ,9 5 2 3 6 6 ,0 9 9 3 6 6 ,1 4 8 2 3 6 6 ,1 5 0 2 6 ,0 6 2 ,5 8 4 4 8 ,7 6 2 ,1 9 1 2 0 7 ,0 7 7 ,4 9 1 2 2 ,3 2 9 ,3 2 5 2 2 9 ,4 0 6 ,8 1 6 2 3 ,0 3 3 ,3 1 0 4 4 ,9 5 7 ,3 7 1 2 0 3 ,0 8 5 ,7 6 3 2 2 ,3 2 3 ,8 6 5 2 2 5 ,4 0 9 ,6 2 8 1 2 .5 9 2 3 .5 5 1 0 0 .0 0 NA NA 1 1 .3 6 2 1 .2 6 9 0 .2 7 9 .7 3 NA 3 ,2 6 0 3 6 2 ,6 1 9 73 1 2 ,2 9 2 ,0 4 0 1 1 ,1 2 2 ,3 1 8 2 ,6 4 8 ,2 2 6 1 0 ,7 4 3 ,9 4 9 9 ,6 4 1 ,1 3 5 2 ,6 4 8 ,2 2 6 5 .9 4 5 .3 7 1 .2 8 5 .3 6 4 .8 5 1 .1 5 (II) F o re ig V e n tu rC a p itaIn v e s to rs n e l (III) 147 ( IV ) 2 2 ,6 9 9 ,6 0 7 (V ) 2 1 ,9 2 4 ,0 6 1 (V I) 1 0 .9 6 (V II) 9 .8 9 NA (V III)

NA

NA 4 1 .6 0 NA 3 7 .5 5

8 6 ,1 4 5 ,8 8 7 NA

1 0 0 .0 0 8 6 ,1 4 5 ,8 8 7

U p to 5 ,0 0 0 5 ,0 0 1to 1 0,0 00 10 ,00 1to 2 0,0 00 20 ,00 1to 3 0,0 00 30 ,00 1to 4 0,0 00 40 ,00 1to 5 0,0 00 50 ,00 1to 1 ,0 0 ,00 0 1,0 0,0 00 d a bo ve an T o tal

1 2,2 33 ,6 57 1 22 ,33 6 ,57 0 1 5 ,7 88 ,4 40 1 8 ,0 04 ,1 50 1 0 ,6 28 ,1 70 7,3 10 ,84 0 6,5 52 ,94 0 21 ,36 5 ,9 7 0

During the year under review, 1,17,65,000 warrants were allotted at a price of Rs. 42.50 per warrant, on preferential basis, to Bennett, Coleman & Company Limited with an option to subscribe to 1,17,65,000 equity shares at a price of Rs. 170.00 per equity share inclusive of a premium of Rs. 160.00 per equity share, within a period of 18 months from the date of allotment.plant locations: The Company has manufacturing facilities at the following locations: 1. 14 K.M. Stone, Aurangabad Paithan Road, Village: Chittegaon, Taluka: Paithan, District: Aurangabad, Maharashtra 2. Village: Chavaj, Via Society Area, Taluka & District: Bharuch, Gujarat 3. Vigyan Nagar, RICO Industrial Area, Shahjanpur, District: Alwar, Rajasthan address for Correspondence: Videocon Industries Limited 14 KM. Stone, Aurangabad Paithan Road, Village: Chittegaon, Taluka: Paithan, District: Aurangabad - 431 105, Maharashtra Tel: 02431 251501 Fax: 02431 251551 Email: secretarial@videoconmail.com The correspondence address for shareholders in respect of their queries is: MCS Limited, Kashiram Jamnadas Building, Office No. 21/22, Ground Floor, 5, P Dmello Road (Ghadiyal Godi), Masjid (East), Mumbai 400 009 Tel : 022 23726253/55 Fax 23726252 Bank Details:

0 .0 2 20 9 ,2 0 8,1 08 2 ,0 9 2 ,0 8 1 ,08 0 10 0 .0 0 22 9 ,4 0 6,8 16 2 ,2 9 4 ,0 6 8,1 60

Dematerialization of Shares and liquidity: The Companys equity shares are under compulsory demat trading by all categories of investors. As on 30th September, 2009, 225,409,628 equity shares have been dematerialized which account for 98.25% of the total equity. outstanding GDrs/ aDrs/ Warrants or Conversion Instruments, Conversion date and likely impact on equity (30th September, 2009): As on 30th September, 2009, 22,329,325 GDRs, each GDR representing one equity share of the Company, were outstanding. During the year ended 30th September, 2009, no Foreign Currency Convertible Bonds (FCCB) were converted into equity shares. The details of outstanding FCCBs and their likely impact on the equity upon conversion are tabulated hereunder: Sr. no. particulars FCCB of uS$ 90 Million (due on 07th March, 2011) FCCB of uS$ 105 Million (due on 25th July, 2011)

1 2

Principal Value of the FCCBs issued Principal Value of FCCBs converted into equity this year (i.e. in the financial year 2008-09)

US$ 90,000,000 US$ 105,000,000 Nil Nil

3

Underlying equity shares issued pursuant to conversion of FCCBs as referred S. No. 2 Principal Value of FCCBs outstanding at the end of the year i.e. as on 30th September 2009. Underlying equity shares which may be issued upon conversion of FCCBs as referred in S. No. 4 hereinabove.

Nil

Nil

: 022-

4

US$41,820,000

US$ 66,651,000

5

4,502,790

7,529,612

Shareholders holding shares in physical form are requested to notify / send the following information to the Registrar and Transfer Agent of the Company: any change in their address / mandate / bank details etc; and

o annual re ofrtthe 2008-2009 particularsp bank account in which they wish their dividend to be credited, in case the same has not been furnished earlier and should include the following particulars namely, Bank Name, Branch Name, Account Type, Account Number and MICR Code (9 digit).

permanent account number: The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/Registrar and Share Transfer Agent. nomination Facility: Shareholders, holding shares in physical form and desirous of submitting / changing nomination in respect of their shareholding in the Company may submit Form 2B (in duplicate) as per the provisions of Section 109A of the Companies Act, 1956 to the Company Registrar and Share Transfer Agent. CoMplIanCe Ce t IFICa r te oF tHe au DIto S r A certificate from the Statutory Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. DeCla a rt Ion b) c)

CMD/CFo Ce t IFICa Ion r t We, Chairman and Managing Director appointed in terms of the Companies Act, 1956 and Chief Financial Officer of the Company, certify to the Board that: a) The Financial Statements and the Cash Flow Statements for the year have been reviewed and to the best of our knowledge and belief are true and present a true and fair view of the affairs of the Company. To the best of our knowledge and belief, no transactions entered are fraudulent, illegal or violate the Companys Code of Conduct. We accept the responsibility for establishing and maintaining internal controls, evaluate the effectiveness, disclosing the deficiencies to the Auditors and the Audit Committee and take steps or propose to take steps to rectify these deficiencies. We have indicated to the Auditors and the Audit Committee: i) ii) iii) Significant changes in Internal Control processes during the year; Significant changes in Accounting Policies; and Instances of significant fraud of which we have become aware.

d)

The Board has laid down a code of conduct for all Board Members and Senior Management of the Company, which is posted on the Website of the Company. The Board Members and Senior Management have affirmed compliance with the code of conduct. For VIDeoCon InDuSt IeS lIMIte D r CHaIrMan an D ManaGInG DIre Cto r

For VIDeo Con InDuSt IeS lIMIte D r CHIeF FInan CIa oFFICe l r CHaIrMan an D ManaGInG DIre Cto r

CoMplIanCe

Ce t IFICa r te on Co o te rp ra

GoVernan Ce

To, The Members of VIDeoCon InDuSt IeS lIMIte D r We have examined the compliance of conditions of Corporate Governance by Videocon Industries Limited, for the year ended on 30th September, 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. Compliance of conditions of Corporate Governance is a responsibility of the Management. Our examination was limited to the review of the procedures and implementations thereof adopted by the Company for ensuring the compliance of conditions of Corporate Governance as stipulated in the said clause. 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 and the representations made by the Directors and the management, we certify that the Company has complied with the condition of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For KHan De Wa JaIn & Co. l l Co. Chartered Accountants SHIVra n aGa Wa ta r l PARTNER Membership No.104180 Place: Mumbai Date : 27th February, 2010

For KaDaM & Chartered Accountants u. S. KaDaM PARTNER Membership No.31055

ManaGeMent discussion and anaLYsi report sThe Board has pleasure in presenting the Management Discussion and Analysis Report prepared in adherence to the spirit enunciated in the code of Corporate Governance approved by the Securities and Exchange Board of India and in compliance with the provisions of the Listing Agreements. Statements in this Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent development, information or events or otherwise. This Management Discussion and Analysis Report comprises of the following: Industry Overview Opportunities and Threats Segment wise performance Outlook Risks and Concerns Internal Control Systems and their Adequacy Material Developments in Human Resources Electronics Industry. indeed, bright. The future of Indias Consumer Electronics Industry is,

InDuSt Y oVe VIeW r rThe Consumer Electronics Industry broadly comprises of Brown Goods, White Goods and Small Domestic Appliances, as detailed hereunder: Brown Goods Colour Televisions, LCD TVs, Plasma TVs, CD and DVD Players, Cam Corders ,Still Cameras, Video Game Consoles, HiFi and Home Cinema System, CRT, Telephones, Answering Machines etc.

Airconditioners, Refrigerators, Washing Machine, Dish Washers, Drying Cabinets Microwave Ovens, Washing Machines,Freezers etc. Small Domestic Appliances Iron, Vaccum Cleaners, Water Purifiers, Mixer Grinders etc. The Company having delivered reasonably stable performance in the shadow of economic slowdown, can look forward to a stronger performance as the economy puts slowdown behind, in the process also covering for any dip that might have showed up. The industry appears to have demonstrated some degree of resilience in face of economic slowdown during the second half of the fiscal. Emphasis has been given by manufacturers o