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Directors Report of Exide Industries Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors are pleased to present the 68th Annual Report of the Company together with Audited Accounts for the year ended March 31, 2015.

HIGHLIGHTS OF PERFORMANCE

Your Company recorded a Net Sales of Rs. 6,874.21 Crores in 2014-15 as compared to Rs. 5,964.24 Crores in the previous year with a corresponding profit before tax of Rs. 798.49 Crores as compared to Rs. 723.08 Crores.

Financial Results

Rs. Crores

2014-15 2013-14

Profit before depreciation, finance 939.68 849.87 cost & tax expenses

Depreciation and amortisation 139.52 125.60 expenses

Finance Cost 1.67 1.19

Profit Before Tax 798.49 723.08

Tax expenses 252.62 236.00

Profit After Tax 545.87 487.08

Balance brought forward 1,779.86 1,520.99

Making a total of 2,325.73 2,008.07

Out of this appropriations are :

General Reserve 20.00 50.00

Leaving a balance of 2,305.73 1,958.07

Interim Dividend (150%) 127.50 93.50 (Previous year - 110%)

Tax on Interim Dividend 21.67 15.89

Proposed Final Dividend (70%) 59.50 59.50 (Previous Year - 70%)

Tax on Final Dividend 11.40 9.32 (Aggregate Dividend amounts to 220% (previous year - 180%)

And leaving a balance of (which is 2,085.66 1,779.86 carried forward to next year)

The Company proposed to transfer an amount of Rs. 20 Crores to the General Reserve.

Consolidated Financial Statements

In accordance with Accounting Standard 21- Consolidated Financial Statements form part of the Annual Report & Accounts. These statements have been prepared on the basis of audited financial statements received from the subsidiary companies as approved by its respective Board of Directors.

Dividend

Your Company has paid an interim dividend at the rate of 150% i.e. @ Rs. 1.50 per equity share of Re. 1 each (Previous Year 110%) on the equity shares to the shareholders, whose names appeared on the Register of Members on August 28, 2014. Your Directors are now pleased to recommend a final dividend at the rate of 70% i.e. Re. 0.70 per equity share of Re. 1 each (Previous year 70%) for the year ended March 31, 2015, subject to approval of the members at the ensuing Annual General Meeting. Consequently, the total dividend for the year ended March 31, 2015 including the interim dividend paid during the year, amounts to 220% i.e. Rs. 2.20 per equity share of Re. 1/- each (Previous year 180%).

During the year, the unclaimed dividend of Rs. 20,22,107 pertaining to the final dividend of financial year ended March 31, 2007 were transferred to Investor Education and Protection Fund of Government of India. The details including last date of claiming of unclaimed / unpaid dividend amount are given at the end of the Notice of the Annual General Meeting.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2015 was Rs. 85 Crores, divided into 850,000,000 equity share of face value of Re. 1 each.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights during the financial year 2014-15.

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the financial year 2014-15.

C) Issue of employee stock options

The Company did not issue stock options during the financial year 2014-15.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company does not have a scheme for purchase of its own shares by employees or by trustees for the benefit of employees.

DEPOSITS

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013, the details of the loans given (Note nos. 14 and 20), guarantees on securities provided (Note no. 38) and investments made (Note nos. 13 and 16) by the Company during the year, have been disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS

There has been no material changes which have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of the report, for example:

- Settlement of tax liabilities;

- Operation of patent rights;

- Depression in market value of investments;

- Institution of cases by or against the Company;

- Sale or purchase of capital assets;

- Destruction of any assets or disposal of a substantial part of undertaking;

- Changes in capital structure;

- Alteration in wage structure arising out of trade union negotiation; and

- Material changes concerning purchase of raw material and sale of the product.

AUDITORS

Statutory Auditors and their Report

M/s S R Batliboi & Co LLP, Chartered Accountants, who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Directors wish to clarify that the Statutory Auditors' have made an observation in point no (xii) of the Annexure referred to in paragraph 1 of the section on "Report on other legal and regulatory requirements" under the Companies (Auditors' Report) Order 2015 ('CARO') regarding misappropriation of physical stock of batteries in the warehouse amounting to Rs. 1.52 Crores by two carrying and forwarding agents of the Company during the financial year ended March 31, 2015. As explained in their observation, the Company has terminated the services of the agents and has also filed legal cases against them. The cost of inventory shortage has also been provided for fully in the books.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of the products manufactured by the Company is required to be audited. Your Directors, on the recommendation of the Audit Committee has appointed M/s Shome & Banerjee, Cost Accountants to audit the cost records of the Company for the financial year 2015-16 at a remuneration of Rs. 9,00,000/- plus out- of pocket expenses and taxes as applicable. A resolution regarding ratification of remuneration payable to M/s Shome & Banerjee, Cost Accountants, forms part of the Notice convening the 68th Annual General Meeting of the Company.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S M Gupta & Co., Company Secretaries to undertake audit of secretarial and other related records of the Company. The draft Secretarial Audit Report is annexed herewith as "Annexure-N". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

BUSINESS RESPONSIBILITY REPORT

The Ministry of Corporate Affairs, Government of India has issued the 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'. These Guidelines contain certain Principles which are to be adopted by companies as part of its business practices and disclosures regarding the steps taken to implement these Principles through a structured reporting format, viz. Business Responsibility Report. Pursuant to the Listing Agreement your Company is required to include a Business Responsibility Report as part of the Annual Report and accordingly such Report is Annexed herewith maked as "Annexure - III".

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Company's philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. All the Committees of the Board of Directors meet at regular intervals as required in terms of Clause 49 of the Listing Agreement. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key managerial personnel of your Company have complied with the approved 'Code of Ethics for Board of Directors and Senior Executives' of the Company.

The Report on Corporate Governance as required under the Listing Agreement forms part of and is annexed herewith marked as "Annexure - IV". The Auditors' Certificate on compliance with Corporate Governance requirements is also attached to this Report. Further as required under Clause 49(IX) of the Listing Agreement a certificate from the Managing Director & CEO and Director-Finance & CFO is being annexed with this Report.

BUSINESS EXCELLENCE

Your Company has implemented TQM model aimed at developing TQM culture to continuously improve and sustain the business performance. The initiatives include 5S, Kaizen, Quality Circle, Suggestion Box, TPM, Six Sigma. Most of these TQM initiatives are matured, and stands at global standards. In order to transform the Company's vision into reality, the initiatives are being implemented as per 3 years TQM plan, with clearly defined milestones, means & mechanisms.

Your company has been recognised by CII, QCFI & Customers for effective deployment of Quality Circle initiatives. 72 Quality Circle Teams have been recognised, including 17 teams in Par Excellence category.

During 2014-15, TPM initiative was launched in Ahmednagar plant and kicked off in Shamnagar plant. With this, initiative has been penetrated to all battery plants in India. Hosur and Taloja plants have matured this initiative and are undergoing JIPM Japan assessment for Excellence in Consistent TPM Commitment Award 2015. The competitive strength of your company in areas of operational excellence was recognised by Manufacturing Today & CII. Taloja plant received the excellence in operation award by Manufacturing Today in September 2014 and Hosur plant received CII Office TPM Award during December, 2014.

OCCUPATIONAL HEALTH, SAFETY & ENVIRONMENT

Your Company has effectively deployed the occupational health, safety and environment management policies, in line with core value of being recognised as a responsible corporate citizen.

The maturity level of occupational health, safety and environment system are audited by external certification bodies (TUV Nord for OHSAS 18001 Certifications) and Global Entities JIPM TPM (SHE Pillar Audit). During 2014- 15 focus has been given to mature the organisational understanding at operator's level, on hazards, associated risks and improvement of control through regular internal workshops, participation in external seminars and trainings. All dimensions of control - PPE, Administrative, Engineering, substitution, and elimination have been leveraged to deliver safe and healthy work environment in factories. Medical surveillance plan, work permit system, monitoring & measurement, inspection of safety equipments and emergency preparedness have been made robust and competent to successfully deliver the Occupational Health & Safety Performance.

Your Company's occupational health and safety management systems have been recognised by several external bodies. Some of the awards received during 2014- 15 include, Arogya Healthy Workplace Award (November 2014), Tamil Nadu State Safety Award (November 2014) and Annual Greentech Safety Silver Award (September, 2014). Your Company has been recognised for its competitive capabilities on environment management system by Greentech Environment Award 2015.

CORPORATE SOCIAL RESPONSIBILITY

Your Company always seeks ways to make a positive impact on the society at large through various CSR activities. Environment, basic education, health, women's empowerment and community development continues to remain the main pillars of your Company's CSR philosophy, even before the passing of the Companies Act, 2013.

The Board of Directors of your Company has approved a Corporate Social Responsibility (CSR) Policy namely "EIL CSR Policy" in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 notified by the Ministry of Corporate Affairs, Government of India. The broad objective of this Policy is inter-alia to:

- increasingly contribute to activities that are beneficial to the society and the community at large;

- establish mechanism for undertaking the CSR activities;

- engage with the Company's key stakeholders in matters related to CSR activities; and

- align the CSR activities undertaken by the Company with the applicable laws.

As part of its CSR initiatives, the Company has undertaken projects in the areas of education, livelihood, health, water and sanitation. It has also made contributions to the Marrow Donor Registry (India), Prime Minister's National Relief Fund and Swachh Bharat Kosh. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed hereto as ("Annexure - V").

Being the first year of implementation of CSR as mandated under the provisions of the Companies Act, 2013, the Company has been judicious to choose the activities which need to be undertaken for its CSR activities and also to identify the areas. During the year, the Company has received applications from few organisations, who are engaged in social activities which are aligned with the Company's CSR Policy, requesting the Company to make appropriate contributions. However, due to certain procedural delays in getting the requisite approval at their end, the Company could not make its contribution during the year and therefore there was a shortfall in the total amount spent on CSR activities from its total obligations of atleast 2% of the average net profits made during the three immediately preceding financial years.

The Company is however committed to the cause of CSR and will take necessary steps to fulfill its CSR obligations during the coming financial years.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 (Attached as "Annexure - VI") forms part of the Board's report.

DIRECTORS

Mr S B Raheja, who was a Director of your Company resigned from the Board of Directors with effect from May 27, 2014 due to personal reasons. Your Board records its deep appreciation for the services rendered by Mr Raheja as a Director of the Company. Mr Deepak Parekh, Director also stepped down from the Board of Directors since he was alternate to Mr S B Raheja. Your Board records its deep appreciation for the services rendered by Mr Parekh as an Alternate Director of the Company.

At its Meeting held on April 30, 2015, your Board appointed Mr Bharat D h i raj Lai Shah as an Additional Director to hold office till conclusion of the ensuing Annual General Meeting of the Company. The Company has received a Notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a Member proposing the appointment of Mr Bharat Dhirajlal Shah. The Company has received a confirmation from Mr Bharat Dhirajlal Shah stating that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and in the opinion of your Board he is a person of integrity and posses relevant expertise and experience for being appointed as Independent Director.

Mr R B Raheja, Director, retires by rotation and being eligible offers himself for re-appointment.

None of the Directors of your Company are disqualified for being appointed as Directors, as specified in Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr Supriya Coomer, Company Secretary and Compliance Officer resigned from the services of the Company at the close of business on March 31, 2015. Mr Jitendra Kumar

Mohanlal has been appointed as the Company Secretary and Compliance Officer of the Company on April 30, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration which includes criteria for performance evaluation of non-executive and executive directors. The Remuneration Policy of the Company is annexed herewith marked as "Annexure VII".

MEETINGS

During the year under review six Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The details of constitution of the Board and its Committees are given in the Corporate Governance Report.

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF DIRECTORS AND SENIOR EXECUTIVES

All Directors and Senior Management Personnel have affirmed Compliance with the Code of Ethics for Board of Directors and Senior Executives. A Declaration to that effect is attached with the Corporate Governance Report.

RISK MANAGEMENT POLICY

In accordance with Clause 49 of the Listing Agreement the Board of Directors of the Company are responsible for framing, implementing and monitoring the Risk Management plans of the Company. The Company has a defined "Risk Management Policy" and the same has been approved by the Board of Directors of the Company.

The Risk Management Policy is available on the Company's web-site under the following web-link http://www. exideindustries.com/corporate/about-us/our-policies

LISTING

The equity shares continue to be listed on the BSE Limited (BSE), the National Stock Exchange of India Limited (NSE) and The Calcutta Stock Exchange Limited (CSE). The Company has paid annual listing fee for the financial year 2015-16 to BSE, NSE and CSE.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the approval of the Committee.

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website under the following web-link http://www. exideindustries.com/corporate/about-us/our-policies.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC - 2 is not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/Courts which would impact the Going Concern status of the Company and its future Operations.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure I".

HUMAN RESOURCES

Your Company recognises that nurturing and development of Human Capital is of key importance and the HR policies are geared to attain these objectives. The processes for attracting, retaining and rewarding talent are well laid down and the systems are transparent to identify and reward performance. Training interventions are made on a regular basis at all levels and exercises such as Skill Gap Analysis are carried out. Succession planning and talent management continues to receive priority.

Industrial relations at all units remained cordial. During the year under review long term agreement was signed with the Trade Union at Ahmednagar plant.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to Members and others entitled thereto, excluding the information on employees particulars which are available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Further, we confirm that there was no employee employed throughout the financial year or part thereof, who was in receipt of remuneration in the financial year which, in the aggregate, is in excess of that drawn by the Managing Director and Whole-time Directors and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company. Particulars of employees pursuant to Section 134(3)(Q) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 is annexed hereto and marked as "Annexure VIII".

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d. That the Directors have prepared the annual accounts on a going concern basis; and

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to record its appreciation for the co-operation and support received from its employees, shareholders, Government agencies and all stakeholders.

On behalf of the Board of Directors

Place: Mumbai R. G. Kapadia

Date : April 30, 2015 Chairman




Mar 31, 2014

The Board of Directors are pleased to present the 67th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2014.

Financial Results

2013-2014 2012-2013

Profit before depreciation & tax expenses 848.68 855.76

Depreciation and amortisation expenses 125.60 113.48

Profit before tax 723.08 742.28

Tax expenses 236.00 219.50

Profit after tax 487.08 522.78

Balance brought forward 1520.99 1208.75

Making a total of 2008.07 1731.53

Out of this appropriations are:

General Reserve 50.00 55.00

Leaving a balance of 1958.07 1676.53

Interim Dividend (110%)

(Previous year-100%) 93.50 85.00

Tax on Interim Dividend 15.89 13.79

Proposed Final Dividend (70%)

(Previous year-60%) 59.50 51.00

Tax on Final Dividend

[Aggregate Dividend amounts to 180% (Previous year-160%)] 9.32 5.75

And leaving a balance of (which is carried forward to next year) 1779.86 1520.99

Consolidated Financial Statements

In accordance with Accounting Standard 21- Consolidated Financial Statements form part of the Annual Report & Accounts. These statements have been prepared on the basis of audited financial statements received from the subsidiary companies as approved by its respective Board of Directors.

Dividend

Your Company has paid an interim dividend at the rate of 110%, i.e. @Rs 1.10 per equity share of Re.l each (Previous Year 100%) on the equity shares to the shareholders, whose names appeared on the Register of Members on 12th November, 2013. Your Directors are now pleased to recommend a final dividend at the rate of 70%, i.e. Re.0.70 per equity share of Re.l each (Previous year 60%) for the year ended 31st March, 2014, subject to your approval at the ensuring Annual General Meeting. Consequently, the total dividend for the year ended 31st March, 2014, including the interim dividend paid during the year, amounts to 180%, i.e. Rs.1.80 per equity share of Re.l/- each (Previous year 160%).

Corporate Governance

Transparency is the cornerstone of your Company''s philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. The Audit Committee of the Board of Directors meets at regular intervals as required in terms of Clause 49 of the Listing Agreement. Your Board of Directors have taken all necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key management personnel of your Company have complied with the Code of Conduct which was approved by the Board of Directors.

The Report on Corporate Governance as required under the Listing Agreement forms part of and is annexed to this Report. The Auditors'' Certificate on compliance with Corporate Governance requirements is also attached to this Report. Further, as required under Clause 49 (V) of the Listing Agreement, a certificate from the CEO and CFO is being annexed with this Report.

Business Responsibility Report

The Ministry of Corporate Affairs, Government of India has issued the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business''. These Guidelines contain certain Principles which are to be adopted by companies as part of its business practices and disclosures regarding the steps taken to implement these Principles through a structured reporting format, viz. Business Responsibility Report, has been specified. Pursuant to the Listing Agreement your Company is required to include a Business Responsibility Report as part of the Annual Report and accordingly such Report is annexed to and forms part of this Annual Report.

Business Operational Excellence

Stretching over one and a half decade, the TQM system has been continuously improved and upgraded to fulfill the stringent and changing requirements of customers, as well as to meet the strategic challenges of the business. International standards of Quality, Environment, Occupational Health & Safety; the latest techniques of Total Productive Maintenance (TPM), Lean Manufacturing, 6- Sigma and various problem solving tools constitute the TQM framework for your Company''s endeavour towards Business Excellence.

The sophisticated techniques of Advanced Product Quality Planning (APQP), Failure Mode & Effect Analysis (FMEA), Statistical Process Control (SPC), Measurement System Analysis (MSA), Process Capability Studies, Poka Yoke (mistake-proofing) and cut-open analysis of products are used to ensure adherence to specifications, continuous monitoring and measurement, and minimal scrap / rework, aimed towards maximizing customer satisfaction and efficient use of resources.

With respect to the Quality Management System (QMS), the Automotive SBU is certified to ISO/TS-16949:2009 and the Industrial SBU and Submarine SBU to ISO 9001:2008. The certifications awarded, after rigorous auditing by the renowned Certification Body TUV- Nord (headquartered in Germany), including all business processes of Corporate, R&D,

Manufacturing, Marketing, Sales and After- Sales-Service.

Keeping up the momentum and carrying the tradition forward, Haldia plant has won the Award for Most Significant Improvement in TQM from Cll in 2011 and Productivity Award from Cll for 2013-14. As a mark of recognition your Company has won several awards and accolades during the last few years from valued customers like Toyota, Tata Motors, Bajaj, Suzuki, Mahindra & Mahindra - to name a few. Your Company has also won acclaim and recognition award for Design & Development from Maruti Suzuki in 2013-14. In recognition for its efforts towards other stakeholders, the Chinchwad plant in 2013 has won the Renault Special Prize for Coordination of Supplier Forum and also Quality Award for PPM achievement from John Deere in 2013. The QC teams from Shamnagar, Haldia and Hosur plants have been regularly winning awards and prizes at state and national levels from Quality Circle Forum of India and Cll.

Our concept of Excellence extends to improvements in efficiency and effective utilisation of plant and equipment. Towards this important objective, your Company has implemented Total Productive Maintenance (TPM) in the factories. The best methodology as defined by the Japanese Institute of Plant Maintenance (JIPM) is being followed. In recognition of its efforts in TPM, the JIPM has conferred the "Award of TPM Excellence" to Haldia plant in 2008, to Hosur and Chinchwad plants in 2010 and to Taloja plant in 2011. The Shamnagar and Bawal plants are expected to achieve it in the near future. Efforts are on to reach higher levels of achievement.

Environment and Safety

In line with its core value of being recognized as a responsible corporate citizen, an effective Environment Management System (EMS) has been designed and implemented in your Company. The Shamnagar, Haldia, Hosur, Taloja, Chinchwad and Bawal plants are certified to ISO 14001:2004. Rigorous surveillance audits by TUV-Nord has proved that your Company not only fulfills all applicable statutory and regulatory environmental norms, but has also continuously improved its environmental performance over the years.

Keeping in line with global expectations and stakeholder interests, the Environmental Policy has been revised in March 2014 to make it more stringent and forward looking towards sustainability. Optimal utilization of resources, minimization of waste, prevention of pollution and minimizing the adverse impact of activities, products and services continue to be fundamentals of the Environmental Policy, while new dimensions have been added like, reducing carbon footprint, promotion of energy efficiency and introduction of environment friendly technologies. Your Company''s commitment extends to supporting other stakeholders in the value chain.

As part of the QMS and EMS, various improvement projects are undertaken to improve quality, conserve energy and reduce cost and any adverse environmental impacts. The Hosur plant has obtained "3- Star"ratingin E-H-S from Cll for 2013.

The issue of Occupational Health & Safety (OH&S) of employees continue to be a focus area in your Company. We not only comply to all applicable legal and other OH&S requirements but also ensure that all operations, processes and activities are aimed towards prevention of injury and ill health. This commitment is demonstrated through the implementation of the OHSAS 18001:2007 international standard in the factories. The Hosur and Taloja plants have been certified, and other plants are expected to be so in the near future.

Corporate Social Responsibility

Your Company''s well entrenched CSR philosophy recognizes the following areas as the thrust areas for its activities - Environment, Healthcare, Basic Education, Women''s Empowerment and Community Development.

Your Company''s factories in the far flung areas of the country develop and execute their own annual agenda for CSR work in the immediate vicinity. Within the broader framework of your Company''s CSR policy, individual factories develop their own annual plan of action based on their interactions with the local community leaders and execute them throughout the year.

These activities typically involve running health camps in villages, helping the local community develop their social infrastructure like schools, health centers or village roads, planting of trees in environmentally sensitive areas to check soil erosion, flood relief work etc.

At a national level your Company''s works with the noted international body of UNICEF to improve the health and environment of children in rural India under its WASH (Water, Sanitation and Health) program. The association has been working successfully since 2009 whereby a fixed amount is donated to the global body for every used battery that is returned to the Company us by the customers. This serves several socially desirable purposes. On the one hand it encourages customers to return used batteries that are recycled in an environment friendly manner, on the other it also generates funds for health and sanitation work in rural India where safe sanitation projects are undertaken by UNICEF. Through this activity your Company''s customers also feel integrated into the overall CSR activities of your Company by being an active participant in the effort.

The national activity through UNICEF is supplemented by other local activities through reputed NGOs. In Kolkata, near your Company''s headquarter, in active collaboration with the reputed NGO, CINI- Asha, basic education of some 150 slum children in the age group of two to six years is being provided on a sustained basis.

Internal Controls

Your Company has proper and adequate system of internal controls. The Internal Audit team conducts both systems and financial audit which are carried out in two phases at each factory, branch, regional and corporate offices. Apart from the in-house internal audit team, external audit firms have been appointed as internal auditors to conduct regular audits. The audit findings are reviewed by the Audit Committee of Directors and corrective action, as deemed necessary, is taken. Your Company also has laid down procedures and authority levels with suitable checks and balances encompassing the entire operations.

Your Company has identified various business risks and has laid down the procedure for mitigation of the same. The Risk Management & Mitigation Systems are reviewed periodically by the management.

Outlook

Inspite of the depressed economic conditions during the past two years, the prospects for the medium to long term looks promising. A new Government would be assuming office shortly and it is expected that major policy reforms would be undertaken with all seriousness.

Lowering of interest rates would give a fillip to the automobile industry. 123 road projects worth Rs. 248 billion were commissioned during 2013-14 and several other projects are on the verge of being commissioned. Similarly railway infrastructural projects worth Rs. 73 billion were commissioned during 2013- 14. All these projects are expected to lead to large scale activity in the infrastructural sector in the near term. Similarly, several power projects have been commissioned or are expected to be commissioned shortly once the infrastructural bottlenecks are smoothened out. This would inevitably lead to better prospects, mainly for your Company''s industrial battery business.

Opportunities and Threats

Your Company has the advantage of having a product range covering a broad spectrum of applications, viz. Automotive, Infrastructure, Powerjelecom, Information Technology, Agriculture, Defense, etc. Technologically superior products coupled with a wide distribution and after-sales service network are the strengths of your Company. Apart from a strong presence in the existing segments, your Company had made forays into new areas such as batteries for electric and hybrid cars and two-wheelers and in the development of environment friendly storage power alternatives. With green and renewable energy being in focus, your Company has also geared itself to offer products catering to this segment and the initial response has been highly encouraging.

Your Company continues to invest in up- gradation and expansion of its manufacturing capacities. The in-house R&D Division has been consistently developing quality products and is also striving for achieving cost efficiencies. Your Company receives strong support from its Foreign Technical Collaborators not only in the form of sharing of new technology but also by receiving assistance in upgrading manufacturing and other processes which results in technologically superior products with sustainable quality.

Competition in the domestic battery industry is on the increase with not only the existing players being more aggressive to increase their market share but also with several new companies, including leading international players, making forays in this business. Though competition leads to better quality and service, it may also result in over capacity and predatory pricing thereby creating pressure on margins.

Risks and Concern

Lead is the major constituent of your Company''s product and the volatility in its price continues to be a cause for concern. This not only has a major impact on costs but also leads to uncertainty in procurement. However, your Company seeks to mitigate this risk through continuous monitoring and prudent business practices.Further, due to the sustained efforts to increase the production and supplies from the captive smelters the dependence on imported lead is gradually being reduced.

Cheap imports especially from China have been another area of concern mainly in the industrial battery segment. Unfortunately, the present anti-dumping laws do not provide adequate protection against such imports. However, your Company has been able to counteract this threat to a considerable extent through consistency in quality of its products and efficient after sales service in order to retain its existing customers as well as to attract new customers.

Subsidiaries

Your Company has five Indian subsidiaries viz, Chloride Metals Limited, Chloride Alloys India Limited, Chloride Power Systems & Solutions Limited, Chloride International Limited, Exide Life Insurance Company Limited, and three foreign subsidiaries, viz. Chloride Batteries S.E Asia Pte. Ltd., Singapore, Espex Batteries Limited, UK and Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka.

Exide Life Insurance Company Limited, which is a 100% subsidiary of your Company, is engaged in the business of life insurance and providing financial investment products. The total premium collected by the said Company during the year ended 31 st March, 2014 was Rs.1824.47 crores. The said Company recorded a profit of Rs. 53.03 crores against a profit of Rs. 23.07 crores in the previous year.

Chloride Metals Limited, which is a 100% subsidiary of your Company, is engaged in lead smelting and refining operations and has its plant at Markal, Pune. The said Company achieved a net sale of Rs. 453.05 crores which was 12% lower than the previous year and incurred a loss before tax of Rs. 3.13 crores.

Chloride Power Systems & Solutions Limited, a 100% subsidiary of your Company having its factory at Sector V, Salt Lake City, Kolkata, is engaged in manufacture and sale of chargers, D.C Power Systems and associated equipment. During the year 2013-14, the said Company achieved a turnover of Rs.85.62 crores and a profit before tax of Rs.8.21 crores representing an increase of 13% and 33% respectively over the previous year.

Chloride Alloys India Limited, a 100% subsidiary of your Company has its plant at Kolar District, Kamataka, and is engaged in lead smelting and refining activities. During the year 2013-14 the said Company has achieved a turnover of Rs.733.78 crores as compared to Rs.702.38 crores in the previous year and a profit before tax of Rs.l.96 crores.

Chloride International Limited is presently not engaged in any trading or manufacturing activity and has income from rent and interest on securities. The income of Chloride International Limited during 2013-14 amounted to Rs.0.65 crores with a profit before tax of Rs.0.47 crores.

Your Company also holds 100% of the share capital in Chloride Batteries S.E Asia Pte. Ltd., Singapore. The said Company is engaged in the business of lead acid batteries and caters to the South East Asian and Australian markets. During the year 2013-14 the said Company achieved a turnover of SGD 32.94 million and profit before tax of SGD 0.1 million.

Espex Batteries Limited, UK, a 100% subsidiary of your Company is engaged in marketing and selling of lead acid batteries for industrial applications. During the 2013-14 the Company achieved a turnover of GBP 4.72 million and made a profit before tax of GBP 80,711.

Your Company also holds 61.5% shares in Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka. The said Company is engaged in the business of manufacturing and marketing of lead acid batteries. During the year 2013-14 the said Company achieved a turnover of SLR 1813 million and made a profit before tax of SLR 110.9 million.

The profit and loss accounts, balance sheet, auditors'' report and directors'' report of the subsidiaries are not attached to the annual accounts of your Company pursuant to general exemption granted vide general circular number 2/2011 dated 08.02.2011 issued by the Government of India, Ministry of Corporate Affairs in terms of section 212(8) of the Companies Act, 1956. However, the necessary details about the subsidiaries are given in the consolidated financial statements attached to the annual accounts. Further any shareholder of the Company or the subsidiary companies may obtain copies of these documents by writing to the Company Secretary at the registered office of your Company. Copies of the annual account of the subsidiaries would also be available for inspection by any such person at the registered office of your Company on any working day.

Human Resources

Your Company recognizes that nurturing and development of Human Capital is of key importance and the HR policies are geared to attain these objectives. The processes for attracting, retaining and rewarding talent are well laid down and the systems are transparent to identify and reward performance. Training interventions are made on a regular basis at all levels and exercises such as Skill Gap Analysis are carried out. Succession planning and talent management continues to receive priority.

Industrial relations at all units remained cordial. During the year under review long term agreements were signed with the Trade Unions at Bawal and Hosur plants.

As on 31st March 2014, your Company had 5001 number of employees.

Directors

Mr. Winston Wong, Director retires by rotation at the ensuing Annual General Meeting but has expressed his unwillingness to be re- appointed as a director of the Company. The Board wishes to place on record its appreciation for the services rendered by Mr. Wong during his long association with the Company. Mr. R B Raheja, Director retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

The Companies Act, 2013, prescribes that every listed Public company shall have at least one third of the total number of directors as Independent directors, as specified in the said Act. Such Independent directors shall hold office for a term of upto five consecutive years on the Board of a Company but shall be eligible for re-appointment on passing of a special resolution by the shareholders. Mr. R G Kapadia, Chairman, Mr. Vijay Aggarwal, Director, Ms. Mono N Desai, Director and Mr. Sudhir Chand, Director have been appointed by the Members at earlier General Meetings as Directors liable to retire by rotation. Since pursuant to the Companies Act, 2013, the Independent Directors are not liable to retire by rotation and are required to be appointed by the Company in General Meeting for a period of five consecutive years, Mr. R G Kapadia, Mr, Vijay Aggarwal, Ms. Mono N Desai and Mr. Sudhir Chand have opted to seek reappointment as Independent

Directors for a period of five consecutive years at the ensuing Annual General Meeting. Notices have also been received in writing from members alongwith deposit of the requisite amount under Section 160 of the Companies Act, 2013, proposing the candidatures of each of Mr. R G Kapadia, Mr. Vijay Aggarwal, Ms. Mono N Desai and Mr. Sudhir Chand for the office of Directors of the Company at the ensuing Annual General Meeting. Confirmation has been received from the said Directors that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and in the opinion of your Board they are each persons of integrity and possess relevant expertise and experience for being appointed as Independent Directors.

Auditors

Messrs SRBC & Co. LLP, Chartered Accountants, the Auditors retire at the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to be reappointed for a further term. A Notice has been received from a shareholder pursuant to Section 140, read with Section 115 of the Companies Act, 2013 proposing a resolution for appointment of Messrs S R Batliboi & Co LLP,Chartered Accountants, as the Auditors of the Company. Messrs S R Batliboi & Co LLP, Chartered Accountants, is a network firm of SRBC & Co LLP. The subject Resolution is appearing as item no. 4 of the Notice convening the Annual General Meeting which forms part of this Annual Report. Messrs S R Batliboi & Co LLP have also given their consent to act as Auditors, if appointed, and confirmed that the appointment, if made, would be in compliance of Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Information Pursuant to Section 217 of the Companies Act,! 956

a. Conservation of Energy and Technology Absorption

Information pursuant to Clause (e) of Sub- Section (1) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 and forming part of the Directors'' Report for the financial year ended 31st March, 2014, are attached hereto.

b. Particulars of Employees

In accordance with the provisions of Section 217 of the Companies Act, 1956 and the Rules framed thereunder, the names and other particulars of employees are set out in the annexure to the Directors'' Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company, excluding such annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

c. Responsibility Statement

Statement under the amended Section 217(2AA) of the Companies Act,l956, on the responsibility of the Directors is a part of the Report.

Director''s Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act,1956, the Board of Directors state:

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

II. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

III. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

IV. That the Directors have prepared the annual accounts on a going concern basis.

Forward-Looking Statements

This Report contains forward-looking statements that involve risks and uncertainties.

When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "will", and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, perfor- mance or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

Applicability of the Companies Act, 1956

As clarified by the Government of India, Ministry of Corporate Affairs, vide its General Circular No.08/2014 dated 4th April, 2014, the information given and contents of this Report are governed by the relevant provisions/ Schedules/Rules of the Companies Act, 1956.

Acknowledgement

Your Directors would like to record its appreciation for the co-operation and support received from its employees, shareholders, Government agencies and all stakeholders.

On behalf of the Board of Directors

Place : Mumbai R G Kapadia

Date : 9th May, 2014 Chairman


Mar 31, 2013

The Board of Directors are pleased to present the 66th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2013.

Financial Results

2012-2013 2011-2012

Profit before depreciation, exceptional Item & tax expenses 855.76 745.85

Depreciation and amortisation expenses 113.48 100.68

Exceptional Item - -

Profit before tax 742.28 645.17

Tax expenses 219.50 184.00

Profit after tax 522.78 461.17

Balance brought forward 1208.75 967.36

Making a total of 1731.53 1428.53

Out of this appropriations are :

General Reserve 55.00 50.00

Contingency Reserve - 25.00

Leaving a balance of 1676.53 1353.53

Interim Dividend (100%) 85.00 76.50 (Previous year-90%)

Tax on Interim Dividend 13.79 9.25

Proposed Final Dividend (60%) 51.00 51.00 (Previous year-60%)

Tax on Final Dividend 5.75 8.03 [Aggregate Dividend amounts to 160% (Previous year -150%)]

And leaving a balance of 1520.99 1208.75 (which is carried forward to next year)

Consolidated Financial Statements

In accordance with Accounting Standard 21 - Consolidated Financial Statements form part of the Annual Report & Accounts. These statements have been prepared on the basis of audited financial statements received from the subsidiaries and associate companies as approved by its respective Board of Directors.

Dividend

Your Company has paid an interim dividend at the rate of 100% i.e. @ Rs. 1.00 per equity share of Rs. 1 each (Previous Year 90%) on the equity shares to the shareholders, whose names appeared on the Register of Members on 1st November, 2012. Your Directors are now pleased to recommend a final dividend at the rate of 60% i.e. Rs. 0.60 per equity share of Rs. 1 each (Previous Year 60%) for the year ended 31st March, 2013, subject to your approval at the ensuing Annual General Meeting. Consequently, the total dividend for the year ended 31st March, 2013, including the interim dividend paid during the year, amounts to 160% i.e. Rs. 1.60 per equity share of Rs. 1/- each (Previous Year 150%).

Corporate Governance

As has been mentioned in the earlier Directors'' Reports, transparency is the cornerstone of your Company''s philosophy and all requirements of Corporate Governance are adhered to, both in letter and spirit. The Audit Committee of the Board meets at regular intervals as required in terms of Clause 49 of the Listing Agreement. Your Board of Directors has taken necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key management personnel of your Company have complied with the Code of Conduct which was put in place by the Board of Directors.

The Report on Corporate Governance as required under the Listing Agreement forms part of and is annexed to this Report. The Auditors'' Certificate on compliance with Corporate Governance requirements is also attached to this Report. Further, as required under Clause 49 (V) of the Listing Agreement a certificate from the CEO and CFO is being annexed with this Report.

Business Responsibility Report

The Ministry of Corporate Affairs, Government of India has issued the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business''. These Guidelines contain certain Principles which are to be adopted by companies as part of its business practices and disclosures regarding the steps taken to implement these Principles through a structured reporting format, viz. Business Responsibility Report, has been specified. SEBI has made it mandatory for the top 100 listed Companies, based on market capitalization at Bombay Stock Exchange and National Stock Exchange as on 31.3.2012, to include a Business Responsibility Report as part of the Annual Report of such Companies. Your Company being one of the top 100 listed Companies based on its market capitalization as on 31.3.2012 has accordingly included a Business Responsibility Report as a part of this Annual Report

Business Operational Excellence

In line with your Company''s vision of providing credible value addition to stakeholders and achieving operational excellence, a comprehensive Total Quality Management (TQM) system has been established throughout the organization. During the excellence journey spanning more than a decade, the TQM system has been improved and upgraded to meet the strategic challenges of the business. International Quality, Environment, Occupational Health & Safety Standards, the latest techniques of Total Productive Maintenance (TPM), Lean Manufacturing and 6-Sigma form the backbone of your Company''s endeavour towards Business Excellence.

Your Company''s factories, which are of exacting standards, comparable to the world''s best, manufacture and deliver a wide range of products of highest quality that continually meet the demanding requirements of diverse customers. Quality is built into the products throughout the value chain. Starting from the conceptual design stage at R&D throughout the product realisation process to the after sales service sophisticated techniques like Advanced Product Quality Planning (APQP), Failure Mode & Effect Analysis (FMEA), Statistical Process Control (SPC), Measurement System Analysis (MSA), Process Capability Studies, Poka Yoke (mistake-proofing) and cut-open analysis are used ensuring adherence to specifications, continual monitoring and improvement, minimal scrap and rework resulting in maximizing customer satisfaction.

TQM being a strategic initiative, as expected, your Company has passed through several milestones in the never-ending journey of

Business Excellence. The efforts have been widely acknowledged and recognized by stakeholders.

Regarding the Quality Management System (QMS), the Automotive SBU is certified to ISO/TS-16949:2009 and the Industrial SBU and Submarine SBU to ISO 9001:2008. The certifications awarded after rigorous auditing by the renowned Certification Body TUV- Nord (headquartered in Germany) include all business processes of Corporate, R&D, Manufacturing, Marketing, Sales and After- Sales-Service.

In support of its the core value of striving for Excellence, your Company has been progressively implementing the best international Excellence Model as defined by the European Foundation for Quality Management (EFQM). The Hosur plant has already crossed the Significant Achievement Award level in 2009. Your other plants are also practicing these models and striving towards achieving similar honours.

In the recent past, your Company has won several prestigious awards and accolades in quality, Safety-Health-Environment, 5-S, Energy Conservation, Productivity and Quality Circles that include Asia Manufacturing Excellence Award from Frost & Sullivan, 5-S award from ABK-AOTS, and TQM Role Model Awards from CII. Carrying the tradition forward, the Haldia factory has won the Productivity Award from CII in 2012. Your Company also has won several awards and accolades from valued customers like Toyota, Tata Motors, Bajaj. In 2012, the Hosur plant won the Zero PPM Award from Caterpillar and Taloja plant won the Best Vendor Award from Mahindra & Mahindra (Tractor Division). The Quality Circle teams, run by workmen, contribute towards problem solving and continuous improvement and have presented case-studies at different forums. They have been regularly winning awards and accolades at state and national levels from Quality Circle Forum of India and CII.

Excellence includes improvements in efficiency and effective untilisation of plant and equipment. Towards this important objective, your Company has implemented Total Productive Maintenance (TPM) in the factories. The best methodology as defined by the Japanese Institute of Plant Maintenance (JIPM) is being followed. As a mark of acknowledgement of efforts in TPM, the JIPM has conferred the "Award of TPM Excellence" to Haldia plant in 2008, to Hosur and Chinchwad plants in 2010 and to Taloja plant in 2011. Efforts are on-going to reach higher levels of achievement.

Environment and Safety

In line with our vision of being recognized as a responsible Corporate citizen, an effective Environment Management System (EMS) has been implemented in your Company. The Shamnagar, Haldia, Hosur, Taloja, Chinchwad and Bawal plants are certified to ISO 14001:2004. Rigorous surveillance audits by TUV-Nord have proved that your Company not only fulfills all the statutory and regulatory environmental norms but has also continually improved its environmental performance over the years.

To further raise the bar, the Environmental Policy has been revised in December, 2012 to make it more stringent and forward looking towards sustainability. Optimal utilization of resources, minimization of waste, prevention of pollution and minimizing the adverse impact of our activities, products and services continue to be fundamentals of our Environmental Policy, while new dimensions have been added like, reducing carbon footprint, promotion of energy efficiency and introduction of environment friendly technologies.

To achieve our policy objectives, the products and processes are designed and operated optimally. As part of the QMS and EMS, various improvement projects are undertaken to improve quality, reduce cost, conserve energy and reduce any adverse environmental impacts. The efforts have been rewarding. Apart from internal benefits, your Company had in earlier years been awarded the prestigious TERI Corporate Environment Award and also the Best Innovation Award for Leadership and Excellence in Environment-Health-Safety from CII.

Occupational Health & Safety of employees continue to be a focus area in your Company. This commitment is demonstrated through the implementation of the OHSAS 18001:2007 international standard in the factories. The Hosur and Taloja plants have been certified, and other plants are expected to be so in the near future.

Corporate Social Responsibility

After more than sixty five years of existence your Company''s role and contribution today extends far beyond manufacturing cutting- edge power storage products only. Wherever your Company operates, it is seen by its local stakeholders as not just a large manufacturing unit but as an integral part of the society, whose existence provides social benefits and enhances the social infrastructure of the nearby areas.

Your Company strives to discharge this trust that the local community reposes in it with utmost sincerity, responsibility and commitment. Your Company is not just a job provider in the localities where it operates but has a much wider responsibility of creating or enhancing the social infrastructure like educational and healthcare facilities, amongst others.

Most of the large manufacturing facilities of your Company have structured CSR programmes that run round the year and are tailored to the local needs of the community.

While different factories provided micro-level support to the local communities in their immediate vicinity, on a pan-India basis your Company''s partnership programme with UNICEF for their Child Environment Programme continued for the year under review. This initiative not only endeavours to positively impact the lives of children and women in the rural areas but is also linked to battery recycling - an environmentally desirable activity. During the year under review the factories concentrated on providing help to the local communities in the areas of education and primary health care facilities for disadvantaged children. Students from the local schools were given active support in the form of donation of books, computers and other teaching materials. Other than education, help was also extended to the local health care units for treating the poor and underprivileged communities.

Exide''s association with the noted NGO - CINI-Asha continued throughout the year. Under the project "Lighting Young Lives - Improving Child Health Outcomes Through Community Participation" more than one hundred and fifty deprived children in the age group of 2-6 years in a large urban slum near Kolkata are provided education and basic health care facilities.

Internal Controls

Your Company has proper and adequate system of internal controls. The Internal Audit team conducts both systems and financial audit which are carried out in two phases at each Factory, Branch, Regional and Corporate offices. The audit findings are reviewed by the Audit Committee of Directors and corrective action, as deemed necessary, is taken. Your Company also has laid down procedures and authority levels with suitable checks and balances encompassing the entire operations of the Company.

Your Company has identified various business risks and has laid down the procedure for mitigation of the same. The Risk Management & Mitigation Systems are reviewed periodically by the management.

Outlook

With the rate of inflation showing a downward trend it is expected that the Reserve Bank of India would reduce the interest rates further in the near term. Further, major policy decisions are also expected to be announced by the Government to encourage savings and increase investments. The opening up of the aviation and retail sectors and the anticipated relaxation of ceiling limits on foreign investments in insurance sector is expected to result in significant foreign exchange inflows. Large amount of funds have already started flowing into the capital markets from FIIs during the current financial year. The softening of prices of crude and fall in the imports of gold would also result in a positive balance of payments situation. On the international front, the economy of USA is already showing signs of recovery. All these should lead to a positive impact on the various sectors of the Indian economy and result in buoyancy in the market.

The automobile industry is also expected to witness a surge and inspite of the current dismal performance the medium to long term prospects of the automobile industry are encouraging. As per earlier forecasts the total automotive market was expected to grow by double digits annually during this decade and though there has been an aberration in 2012-13 the situation is likely to improve henceforth. India, as stated in our earlier Directors'' Reports, is emerging as a small car hub in the Asia-Pacific region. Almost all major international automobile car manufacturers have their manufacturing base in India. These manufacturing units would not only cater to the domestic consumers but also to the export markets. The demand for high-end and premium cars is also growing at a rapid pace. All these factors should lead to better prospects for your Company in the automotive sector.

With the thrust towards clean and renewable energy like solar and wind power the requirement for batteries would also increase manifold. Further, in the traction battery segment new opportunities are arising in the material handling applications in the food, pharmaceutical and textile industries where clean environment is essential in the manufacturing facilities. Massive investments are also planned on infrastructure, especially in road, ports, power, coal etc., which were kept on hold and are now expected to be accelerated both by the Government directly as well on a private/public partnership basis. The large shortfall in the demand and generating capacity of power in the country is likely to widen further which would result in robust demand for the Home UPS/Inverter batteries. Modernisation of Railways and commissioning of the Nuclear Power Plants should also result in the industrial battery business having better growth prospects.

As per industry estimates the unorganized sector caters to nearly half of the demand of batteries in India. However, the demands for technologically superior products by the growing middle class with higher disposable incomes would lead to increase in demand for your Company''s products. The demand is also shifting towards products with higher Ah and longer warranty periods which can only be offered by the organized sector. The demand for VRLA and tubular batteries from the traditional flat plate batteries are also growing and the unorganized sector will find it increasingly difficult to cope up with these technological advancements. The stricter pollution control norms, which would entail high investments, would definitely act as a deterrent for the unorganized sector to compete with the established players.

Opportunities and Threats

Technology continues to be a prime focus area of your Company and with both the strong in-house R&D activities and assistance from the technical collaborators your Company would be in a position to continuously introduce technologically superior products with sustainable quality at competitive prices. Your Company also continues to invest heavily in capacity expansion as well as in upgrading its manufacturing processes. The robust distribution set up and aftersales service are strong pillars of your Company. Presently, your Company is operating from over 200 locations which have enabled your Company to market as well as provide after sales services to customers in Tier II & III cities. The Project Kisan initiative has also enabled your Company to reach its products to nearly all remote locations. Through various marketing initiatives and by further strengthening the distribution network your Company would be able to reap more dividends from the vastly untapped semi urban and rural markets.

As you are aware, your Company has already made a foray into new generation products like batteries for electric and hybrid vehicles and development of environmental friendly storage power alternatives. Various innovative products like the Intelligent batteries and batteries with Tubular Gel technology etc. are continuously being added to strengthen your Company''s product portfolio.

Following the buoyancy in the automobile industry for the past few years apart from local players several international battery manufacturing companies are setting up their manufacturing facilities in India. This would lead to competition, which though beneficial to the consumers at times, may also result in unfair trade practices and predatory pricing which may ultimately lead to pressure on the margins.

Risks and Concerns

The price of lead, which is a major constituent of your Company''s products, is extremely volatile and therefore has a major impact on the costs. The gradual weakening of the Rupee is also a serious cause of concern since it severely affects the margins as your Company has a large dependence on imported lead and other raw materials. Your Company therefore monitors the situation on a continual basis and through prudent business practices seeks to mitigate the risks. As you are aware, to reduce its dependence on imported lead your Company had acquired two smelting units a few years earlier. The acquisition of these two smelting units for captive consumption has resulted in substantial reduction in import of lead over the years.

Since the economy in the industrialized nations in the West continues to de-grow or stagnate, cheap imported batteries are available in the market in large quantities. Unfortunately, the ineffective and long term process under the anti-dumping laws may not provide adequate protection against such menace. However, majority of the customers continue to repose faith in your Company''s products due to its better quality and prompt aftersales service.

Subsidiaries

At the beginning of the year, your Company had four Indian subsidiaries viz. Chloride Metals Limited, Chloride Alloys India Limited, Chloride PowerSystems & Solutions Limited, Chloride International Limited and three foreign subsidiaries, viz. Chloride Batteries S.E. Asia Pte. Ltd., Singapore, Espex Batteries Limited, UK and Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka.

During the year your Company, which previously held 50% of the equity shares of ING Vysya Life Insurance Company Limited (IVL), acquired the remaining 50% of the equity capital of the said Company from the other shareholders. Consequently, IVL has become a 100% subsidiary of your Company. IVL headquartered at Bangalore is engaged in the business of life insurance and providing financial investment products. The total premium collected by the said Company during the year ended 31st March, 2013 was Rs. 1736.72 crores which was around 4% higher than the previous year. The said Company recorded a profit of Rs. 23.07 crores against a loss of Rs. 31.15 crores in the previous year.

Chloride Metals Limited, which is a 100% subsidiary of your Company is engaged in lead smelting and refining operations and has its Plant at Markal, Pune. The said Company achieved a net sale of Rs. 516.59 crores which was 17% higher than the previous year and a profit before tax of Rs. 17.56 crores which was 27% higher than the previous year.

Chloride PowerSystems & Solutions Limited, a 100% subsidiary of your Company, having its factory at Sector V, Salt Lake City, Kolkata is engaged in manufacture and sale of Chargers, DC Power Systems and associated equipment. During the year 2012-13, the said Company achieved a turnover of Rs. 75.73 crores and a Profit Before Tax of Rs. 6.16 crores representing an increase of 4% and 29% respectively over the previous year.

Chloride Alloys India Limited, a 100% subsidiary of your Company, has its Plant at Kolar District, Karnataka and is engaged in lead smelting and refining activities. During the year 2012-13 the said company has achieved a turnover of Rs. 702.38 crores as compared to Rs. 850.08 crores of the previous year and a Profit Before Tax of Rs. 18.43 crores representing a 49% increase over Rs. 12.35 crores in the previous year.

With the re-organisation of business activities since 1st May, 2011, Chloride International Limited is presently not engaged in any trading or manufacturing activity and has income from rent and interest on securities. The income of Chloride International Limited during 2012-13 amounted to Rs. 0.49 crores with a Profit Before Tax of Rs. 0.34 crores.

Your Company also holds 100% of the share capital in Chloride Batteries S. E. Asia Pte. Ltd., Singapore. The said company is engaged in the business of lead acid batteries and caters to the South East Asian and Australian markets. During the year 2012- 13 the said Company achieved a turnover of SGD 35.14 million and Profit Before Tax of SGD 1.63 million representing a growth of 1% and 12% respectively over the previous year.

Due to a buy-back of shares by Espex Batteries Limited, UK, during the year under review, the shares held by your Company in the said Company increased from 51% to 100%. This Company is engaged in marketing and selling of lead acid batteries for industrial applications. During the year 2012-13 the Company achieved a turnover of GBP 5.04 million and made a Profit Before Tax of GBP 18,267.

Your Company also holds 61.5% in Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka. The said company is engaged in the business of manufacturing and marketing of Lead Acid batteries. During the year 2012- 13 the said company achieved a turnover of SLR 2099 million and Profit Before Tax of SLR 150.1 million.

The Profit and Loss Accounts, Balance Sheet, Auditors Report and Directors Report of the Subsidiaries are not attached to the Annual Accounts of your Company pursuant to general exemption granted vide General Circular no. 2/2011 dated 8.2.2011 issued by the Government of India, Ministry of Corporate Affairs. However, the necessary details about the Subsidiaries are given in the Consolidated Financial Statements attached to the Annual Accounts. Further, any shareholder of the Company or the Subsidiary Companies may obtain copies of these documents by writing to the Company Secretary at the Registered Office of your Company. Copies of the Annual Accounts of the Subsidiaries would also be available for inspection by any such person at the Registered Office of your Company on any working day.

Human Resources

Your Company continues to remain true to its conviction that its employees are the most valuable asset, the key differentiating factor in your Company''s success as an organization. Accordingly, there is a constant endeavour to drive human capital development and employee engagement, with the ultimate objective of unleashing people potential and capability. The policies and interventions for attracting, retaining and rewarding talent are objective and transparent to identify, nurture & reward performers. Robust processes for capability building, talent assessment and talent management are geared towards taking the organization to the next level. Succession Planning continues to be a priority in the journey towards building a sustainable leadership bench-strength for the future.

Long term agreements at factories continue to be settled amicably and industrial relations remain cordial.

As on the date of this Report, your Company has 4898 employees on its payroll.

Directors

Mr Bhasker Mitter, resigned from the Board of Directors with effect from 1st August, 2012 Mr Mitter was associated with your Company as a Director since October, 1966. Your Directors wish to place on record its deep appreciation for the valuable services rendered by Mr Bhaskar Mitter during his long association as a Director of your Company.

The Board of Directors at its meeting held on 19th October, 2012 appointed Mr Sudhir Chand as an additional Director to hold office till the ensuing Annual General Meeting of the Company. A Notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing the appointment of Mr Sudhir Chand as a Director of the Company at the ensuing Annual General Meeting.

Mr T V Ramanathan, Managing Director and Chief Executive Officer will be retiring from the services of the Company with effect from the close of business on 30th April, 2013. Mr Ramanathan joined the services of the Company in 1995 and was appointed the Managing Director & Chief Operating Officer in April 2000 and took over the responsibilities as Managing Director & Chief Executive Officer since May 2007. Your Board of Directors wishes to record its sincere appreciation for the services rendered by Mr T V Ramanathan during his long association with the Company.

Your Board of Directors at its meeting held on 29th April, 2013 appointed MrPK Kataky as the Managing Director and Chief Executive Officer with effect from 1st May, 2013. Mr Kataky has been heading the automotive business of the Company as Director-Automotive since March 2005. At the said Meeting, your Board of Directors also appointed MrGautam Chatterjee, presently Director-Industrial, as Joint Managing Director with effect from 1 st May, 2013. Mr Chatterjee, will be heading the automotive and submarine batteries business of your Company. At the said Meeting, Mr Subir Chakraborty was also appointed as additional and whole time Director to be designated as Director - Industrial, with effect from 1st May, 2013. Mr Subir Chakraborty will hold office upto the ensuing Annual General Meeting of the Company. A Notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing the appointment of Mr Subir Chakraborty as a Director at the ensuing Annual General Meeting.

MrS B Raheja and Ms Mona N Desai, Directors will be retiring by rotation and being eligible seek re-appointment at the ensuing Annual General Meeting.

Necessary information pursuant to Clause 49 of the Listing Agreement in respect of the Directors proposed to be appointed / reappointed at the ensuing Annual General Meeting are given in the Annexure to the Notice convening the Annual General Meeting scheduled to be held on 16th July, 2013.

None of the Directors of your Company are disqualified for being appointed as Directors, as specified in Section 274(1)(g) of the Companies Act, 1956.

Auditors

M/s S R B C& Co., the Auditors has been converted to a Limited Liability Partnership with the new name S R B C & Co. LLP with effect from 1st April, 2013. The Auditors, SRBC & Co. LLP retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be re-appointed for a further term.

M/s Mani & Co., Cost Accountants have been reappointed as the Cost Auditors of the Company for audit of the cost records maintained by the Company for the year ended 31st March, 2013.

The due date for filing the Cost Audit Report for the financial year 2012-2013 is 30th September, 2013.

Information pursuant to Section 217 of the Companies Act, 1956

a. Conservation of Energy and Technology Absorption

Information pursuant to Clause (e) of Sub-Section (1) of Section 217 of the Companies Act, 1956 read with Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 and forming part of the Directors'' Report for the financial year ended 31st March, 2013, are attached hereto.

b. Particulars of Employees

In accordance with the provisions of Section 217 of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the annexure to the Directors'' Report. In terms of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company, excluding such annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

c. Responsibility Statement

Statement under the amended Section 217(2AA) of the Companies Act, 1956, on the responsibility of the Directors is a part of the Report.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

(iv) That the Directors have prepared the annual accounts on a going concern basis.

Forward-Looking Statements

This Report contains forward-looking statements that involve risks and uncertainties.

When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "will" and othersimilarexpressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

Acknowledgement

Your Directors would like to record its appreciation for the co-operation and support received from its employees, shareholders, Government agencies and all stakeholders.

On behalf of the

Board of Directors

Place : Mumbai R G Kapadia

Date : 29th April, 2013 Chairman


Mar 31, 2012

The Board of Directors are pleased to present the 65th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2012.

Financial Results In Rs Crores 2011-2012 2010-2011

Profit before depreciation, exceptional Item & tax expenses 745.85 976.69

Depreciation and amortisation expenses 100.68 83.46

Exceptional Item - 46.93

Profit before tax 645.17 940.16

Tax expenses 184.00 273.80

Profit after tax 461.17 666.36

Balance brought forward 967.37 516.44

Making a total of 1428.54 1182.80

Out of this appropriations are:

General Reserves 50.00 75.00

Contingency Reserve 25.00 -

Leaving a balance of 1353.54 1107.80

Interim Dividend (90%) 76.50 76.50

Tax on Interim Dividend 9.25 12.58 Proposed Final Dividend (60%)

(Previous Year - 60%) 51.00 51.00

Tax on Final Dividend 8.03 0.35

[Aggregate Dividend amounts to 150%

(Previous year - 150)]

And leaving a balance of (which is

carried forward to next year) 1208.76 967.37

Consolidated Financial Statements

In accordance with Accounting Standard 21 - Consolidated Financial Statements form part of the Annual Report & Accounts. These statements have been prepared on the basis of audited financial statements received from the subsidiaries and associate companies as approved by its respective Board of Directors.

Dividend

Your Company has paid an interim dividend at the rate of 90% Rs 0.90 per equity share of Rs 1 each) on the equity shares to the shareholders, whose names appeared on the Register of Members on 3rd November, 2011. Your Directors are now pleased to recommend a final dividend at the rate of 60% Rs 0.60 per equity share of Rs 1 each) for the year ended 31st March, 2012, subject to your approval at the ensuing Annual General Meeting. Consequently, the total dividend for the year ended 31st March, 2012, including the interim dividend paid during the year, amounts to 150% Rs 1.50 per equity share of Rs 1 each).

Corporate Governance

As has been mentioned in the earlier Directors' Reports, transparency is the cornerstone of your

Company's philosophy and all requirements of Corporate Governance are adhered to, both in letter and spirit. The Audit Committee of the Board meets at regular intervals as required in terms of Clause 49 of the Listing Agreement. Your Board of Directors has taken necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key management personnel of your Company have complied with the Code of Conduct which was put in place by the Board of Directors.

The Report on Corporate Governance as required under the Listing Agreement forms part of and is annexed to this Report. The Auditors' Certificate on compliance with Corporate Governance requirements is also attached to this Report. Further, as required under Clause 49 (V) of the Listing Agreement a certificate from the CEO and CFO is being annexed with this Report.

Business Operational Excellence

To move towards your Company's vision of providing credible value addition to stakeholders and being recognized as a responsible Corporate Citizen, an elaborate Total Quality Management (TQM) system has been set up. Having gathered momentum, it has been improved and upgraded to meet the strategic challenges of the business. Apart from the international quality, environment, occupational health & safety standards, your Company has been methodically implementing the latest techniques of Total Productive Maintenance (TPM), Lean Manufacturing and 6-Sigma aimed towards achieving Business Excellence.

Your Company's factories, having modern machinery and equipments, manufacture and deliver products of high quality that meet the demanding requirements of a wide range of customers. Quality is built into the products right from the conceptual design stage by using sophisticated techniques like Advanced Product Quality Planning (APQP), Failure Mode & Effect Analysis (FMEA), Statistical Process Control (SPC) and Measurement System Analysis (MSA). To ensure adherence to specifications, continuous monitoring of Process Capability index is done with on-line mistake-proofing (Poka-Yoke) devices, resulting in minimal scrap and rework.

TQM being a strategic initiative, it is only natural that your Company has crossed several milestones in its unending journey towards

Business Excellence that has been widely applauded and recognized.

With respect to the Quality Management System (QMS), the Industrial SBU is certified to ISO 9001:2008, while the Automotive SBU is certified to ISO/ TS-16949:2009 latest international standards. These certifications include all the business processes of R&D, Manufacturing, Marketing, Sales, After-Sales Support and Corporate functions. The Submarine SBU is also certified to ISO-9001:2008. Your Company's certification body is the renowned TUV-Nord head- quartered in Germany.

Suppliers are our partners in progress. In order to fulfill our responsibility towards meeting common objectives and continuous improvement, the TQM initiatives employed in your Company have been extended to cover key suppliers also. An effective system of quality control, periodic audits, "Vendor Rating" and training has been established and strengthened. Some of the key suppliers have achieved IS/ TS-16949:2009 certification. Striving for Excellence, being one of the Core Values, your Company has been progressively implementing the European Foundation for Quality Management (EFQM) Excellence Model and have won coveted awards for its efforts.

In the last few years your Company has won several awards and accolades in Quality, Safety- Health-Environment, 5-S, Energy Conservation, Productivity and Quality Circles. In 2009, the Hosur Plant won the prestigious Asia Manufacturing Excellence Award - Gold Category in Auto Ancillary from Frost & Sullivan as well as the ABK-AOTS 5S-Award 1st prize in large Manufacturing category. In the recent past, the Haldia and Shamnagar Plants have won TQM Role Model Quality Award from CII (ER). Your Company has also won awards and recognitions from its valued customers like Toyota, Tata Motors and Bajaj Auto. The Quality Circle teams, run by workmen have been regularly winning awards and accolades in the State and National levels from Quality Circle Forum of India and the CII.

As improving the efficiency and maximizing the utilization of plant and equipment is an important objective of your Company, Total Productive Maintenance (TPM) has been implemented in the factories. The best methodology as given by the Japanese Institute of Plant Maintenance (JIPM) is being followed.

For its sustained efforts and commendable results in TPM the JIPM has, through a system of rigorous audits, conferred the "Award for TPM Excellence" to Haldia plant for 2008, to Hosur and Chinchwad plants for 2010 and to Taloja plant in 2011. Efforts to reach still higher levels are ongoing.

To give more thrust to our R&D efforts, training and quality management systems have been intensified. A pool of internal quality auditors as per the requirements of ISO 19011:2011 have been created through a process of workshops, case studies and examinations.

Environment and Safety

In support of the core value of being a responsible Corporate Citizen, an effective Environmental Management System (EMS) has been established in your Company. The Shamnagar, Haldia, Hosur, Taloja and Chinchwad plants had been certified several years back to ISO-14001:2004. In February 2012, the Bawal plant has been certified to ISO-14001:2004. Surveillance Audits by TUV- Nord has confirmed that your Company not only continues to meet all the statutory and regulatory environmental norms but has also improved its environmental performance through the years.

Minimization of waste and preservation of natural resources is part of your Company's policy. In this direction, the processes are designed and operated optimally. Every year, various improvement projects are undertaken to reduce any adverse environmental impacts. The efforts have been recognized and rewarded. Your Company had received the prestigious TERI Corporate Environment Award in 2007 and Best Innovation Award for Leadership and Excellence in Environment-Health-Safety from CII (Southern Region) in 2008.

Safety and Occupational Health of employees are continuous focus areas of your Company. This commitment is shown in the implementation of the OHSAS 18001:2007 standard in the factories. The Hosur plant is a ZERO effluent discharge plant and other factories are expected to be similarly upgraded in the near future.

As part of your Company's Corporate Social Responsibility and efforts towards cost reduction, energy conservation continues to be a focus area. Several initiatives have been taken in this direction at all plants for energy conservation, recovery and recycling of water in line with our policy of conservation of natural resources.

Corporate Social Responsibility

Overview of CSR Activities Carried Out During 2011-12

Exide's commitment to corporate social responsibility has a two pronged approach - marketing centric and production centric. Whilst on the one hand your Company tries to involve its customers in its efforts to create a better world for the weaker sections of the society, on the other hand it also ensures that the production facilities and other important offices from where it operates also contribute meaningfully to the overall up lift mint of the society.

Marketing Centric CSR

For the last three years your Company has been actively involved with UNICEF in creating better health and hygiene for economically disadvantaged children in rural India. However, instead of making a straight forward cash donation to the global organization your Company linked its financial commitment to the project to the support it gets from its customers for battery recycling. The customer feels encouraged to get his old battery recycled through an environmentally desirable activity - and at the same time help in a socially important cause.

The pre-committed money that UNICEF gets through this unique scheme is used for bringing clean water to villages in parts of India, making affordable toilets and create "Nirmal Villages" (where all the houses in a particular village has its own toilet) and educating rural children on health and hygiene issues. The programmer is being actively implemented through reputed NGOs like Ramkrishna Mission, regional government bodies and local gram panchayats.

Production Centric CSR

The factories of your Company across the country are important centers of economic activity in the regions that they are located in. The local community, particularly the weaker sections look up to the factory management for various social and economic supports. Your Company discharges this obligation to the immediate surrounding society sensitively and on a need based manner. While routine planting of saplings in and around the plants is now an institutionalized activity within all the factories, other activities like running health camps, round the year ambulances, helping local women in skill development or upgrading infrastructure of local schools and health units is done on a case by case basis by each manufacturing unit. During natural disasters your Company runs relief camps in the affected areas which are mainly manned by your Company's employees.

Your Company also runs a programmed through a reputed NGO CINI-Asha that directly benefits children in a slum in eastern Kolkata. These pre- nursery children would otherwise be mostly left to themselves in those difficult surroundings while their parents go out in search of work during a better part of the day. But through your Company's support these children are now taken care of during the day and taught basic skills so that they are fit to go to school when they are of the right age.

Internal Controls

Your Company has proper and adequate system of internal controls. The Internal Audit team conducts both Systems and Financial Audit which are carried out in two phases at each factory, Branch, Regional and Corporate offices. The audit findings are reviewed by the Audit Committee of Directors and corrective action, as deemed necessary is taken. The Company also has laid down procedures and authority levels with suitable checks and balances encompassing the entire operations of the Company.

Your Company has identified various business risks and has laid down the procedure for mitigation of the same. The Risk Management & Mitigation Systems are reviewed periodically by the management.

Outlook

With inflation showing a declining trend and with expected further reduction in the interest rates there should be an overall buoyancy and, as far as the battery industry is concerned, the future growth prospects should be positive. The high growth rates achieved by the Automotive Industry in March 2012 are expected to continue, at least with some moderations. As stated earlier, the automotive industry is estimated on an average to have a double digit growth annually for the next five years. Several infrastructure sectors like power, coal, etc., are on an upward swing and with the massive investments on infrastructure planned by the Government, including modernization of railways and commissioning of nuclear power plants, etc., the Industrial battery business should also continue to have better prospects. The burgeoning middle class with higher disposable incomes and an appetite for asp rational life styles would lead to

higher demand, where technologically superior products would be more sought after than cheaper alternatives. Due to strict pollution control norms being introduced with each passing month, the incremental battery demand will gravitate towards the players in the organized sector. Though Europe is exhibiting signs of a recession, the economy in the USA appears to be on the mend and this would ultimately lead to a positive overall sentiment in particular in emerging capital markets and also in the various sectors of Indian economy.

Opportunities and Threats

Technology and after sales service are major strengths of your Company. Your Company continues to invest in acquiring new technology both for products as well as processes. Your Company has also invested heavily both in capacity expansion as well as up-gradation of its manufacturing facilities. With a strong in-house R&D and active support from the Technical Collaborators, who are international leaders in their field, your Company would always be in a position to introduce technologically superior products with sustainable quality. Through various marketing initiatives and increasing the distribution network your Company would also be able to expand its reach especially in the vastly untapped semi-urban and rural markets. Amongst the new generation products, your Company has already made a foray into areas like electric and hybrid batteries and development of environmental friendly storage power alternatives.

Due to the buoyant automobile industry in India, new players are entering the battery business. Though competition is always beneficial for both the customer as well as the seller but at times it may lead to unfair trade practices and predatory pricing which may create severe pressure on margins.

Risks and Concerns

Lead is the major constituent of your Company's products and its volatile prices are always a cause of concern. Such volatility has a serious impact on the cost of the products and also leads to uncertainties in procurement. In addition rupee depreciation vis-à-vis US Dollar is also a risk and challenge for your Company. Your Company however, constantly monitors the situation and through prudent business practices this risk is sought to be mitigated. With the view to reduce dependence on imported lead your Company had acquired two smelting units, which are wholly owned subsidiaries of your Company. These Companies can to some extent mitigate the risks outlined above.

Further, due to recession or stagnation in the industrialized nations the Indian market is being flooded with cheap imports especially from neighboring low cost economies. As mentioned in our earlier Report the anti-dumping laws of our country do not have enough teeth to stop these unfair practices. However, due to the better quality and an enhanced focus on after sales service offered by your Company, the majority of the customers continue to repose their faith in your Company's products.

Subsidiaries

Your Company has four Indian subsidiaries viz. Chloride Metals Limited, Chloride Power Systems & Solutions Limited, Chloride Alloys India Limited and Chloride International Limited and three foreign subsidiaries, viz. Chloride Batteries S.E. Asia Pvt. Ltd., Singapore, Espies Batteries Limited, UK and Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka.

Chloride Metals Limited which is a 100% subsidiary of your Company is engaged in lead smelting and refining operations and has its Plant at Markal, Pune. The said Company achieved a net sale of Rs 440.03 crores which was 15% higher than the previous year and a profit before tax of Rs 12.74 crores which was 35% lower than the previous year.

Chloride Power Systems & Solutions Limited (formerly known as Cal dyne Automatics Limited) is a 100% subsidiary of your Company having its factory at Sector V, Salt Lake City, Kolkata and is engaged in manufacture and sale of Chargers, DC Power Systems and associated equipment. During the year 2011-12, the said company achieved a turnover of Rs 72.77 crores and a profit before tax of Rs 4.77crores representing an increase of 64% and 105% respectively over the previous year.

Chloride Alloys India Limited (formerly known as Lead age Alloys India Limited), a 100% subsidiary of your Company, has its Plant at Kolar District, Karnataka and is engaged in lead smelting and refining activities. During the year 2011-12 the said company has achieved a turnover of Rs 850.13 crores representing an increase of over 14% and profit before tax of Rs 12.36 crores as compared to Rs 32.57 crores in the previous year.

Chloride International Limited a 100% subsidiary of your Company was engaged in the marketing and sale of Non-conventional Energy Systems like Solar Home Lighting and Heating System Panels, and Home UPS / Inverters etc. However, following a reorganization of business activities since 1st May, 2011 these businesses are

being handled by Chloride Power Systems & Solutions Limited. The net sales of Chloride International Limited during 2011-12 amounted to Rs 3.12 crores with a Profit Before Tax of Rs 0.11 crores.

Your Company also holds 100% of the share capital in Chloride Batteries S E Asia Pvt. Ltd., Singapore. The said company is engaged in manufacture and sale of lead acid batteries and caters to the South East Asian and Australian markets. During the year 2011-12 the said company achieved a turnover of SGD 34.81 million and Profit before Tax of SGD 1.46 million representing a growth of 14% and 11% respectively over the previous year.

Espex Batteries Limited, UK, in which your Company holds 51% of the share capital, is engaged in marketing and selling of lead acid batteries for industrial applications. During the year 2011-12 the said company achieved a turnover of GBP 5.72 million and made a Profit Before Tax of GBP 284,559.

Your Company also holds 61.5% in Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka. The said company is engaged in the business of manufacturing and marketing of Lead Acid batteries. During the year 2011-12 the said company achieved a turnover of SLR 1852 million and Profit Before Tax of SLR 190.5 million.

The statement of Holding Company's interest in Subsidiaries as specified in sub section (3) of section 212 of the Companies Act, 1956 is attached to the Report and Accounts of your Company. The Profit and Loss Accounts, Balance Sheet, Auditors Report and Directors Report of the Subsidiaries are not attached to the Annual Accounts of your Company pursuant to general exemption granted vide General Circular no. 2/2011 dated 8.2.2011 issued by the Government of India, Ministry of Corporate Affairs. However, the necessary details about the Subsidiaries are given in the Consolidated Financial Statements attached to the Annual Accounts. Further, any shareholder of the Company or the Subsidiary Companies may obtain copies of these documents by writing to the Company Secretary at the Registered Office of your Company. Copies of the Annual Accounts of the Subsidiaries would also be available for inspection by any shareholder at the Registered Office of your Company and the offices of the Subsidiary Companies on any working day.

Human Resources

Nurturing and development of Human Capital is of key importance and the HR policies and procedures of your Company are geared towards this objective. The processes for attracting, retaining and rewarding talent are well laid down and the systems are transparent to identify and reward performers. Several initiatives are taken both at the corporate level as also in the shop floor to inculcate team work and camaraderie. Skill Gap Analysis is carried out on regular basis and necessary training interventions are made based on the results. Succession Planning and Talent Management, continues to receive priority.

Industrial relation at all factories continued to remain cordial.

As on the date of this Report your Company has 4532 employees on its payroll.

Directors

Mr. Bhasker Mitter, Mr. Vijay Aggarwal and Mr. R G Kapadia, Directors retire by rotation and being eligible offer themselves for re- appointment at the ensuing Annual General Meeting. Mr. H M Kothari, Director also retires by rotation at the ensuing Annual General Meeting but due to personal reasons does not wish to offer himself for re-appointment. Your Board wishes to place on record its deep appreciation for the services rendered by Mr. H M Kothari during his long association with the Company.

The term of Mr. T V Ramanathan, Managing Director and Chief Executive Officer, is due to expire on the close of business hours of 30th April, 2012. The Board of Directors at its meeting held on 30th April, 2012 re-appointed Mr. T V Ramanathan as the Managing Director and Chief Executive Officer for a further period of one year with effect from 1st May, 2012, subject to the approval of the shareholders. A resolution proposing the re-appointment of Mr. T V Ramanathan as the Managing Director and Chief Executive Officer with effect from 1st May, 2012 will be placed before the shareholders for approval at the ensuing Annual General Meeting.

Necessary information pursuant to Clause 49 of the Listing Agreement in respect of the Directors proposed to be reappointed at the ensuing Annual General Meeting are given in the Annexure to the Notice convening the Annual General Meeting scheduled to be held on 17th July, 2012.

None of the Directors of your Company are dis-qualified for being appointed as Directors, as specified in Section 274(1) (g) of the Companies Act, 1956.

Auditors

Messrs S R Batliboi & Co., Chartered Accountants, the Auditors retire at the conclusion of the ensuing

Annual General Meeting and have expressed their unwillingness to be reappointed for a further term. A Notice has been received from a shareholder pursuant to Section 225, read with Section 190, of the Companies Act, 1956 proposing a resolution for approval of the shareholders at the ensuing Annual General Meeting for appointment of Messrs S R B C & Co., Chartered Accountants, a network firm of Messrs S R Batliboi & Co., as the Auditors of the Company. The subject Resolution is appearing as item no. 6 of the Notice convening the Annual General Meeting which forms part of this Annual Report. Messrs S R B C & Co. have also given their consent to act as Auditors, if appointed, and confirmed that the appointment, if made, would be in compliance of Section 224 (1B) of the Companies Act, 1956.

Information pursuant to Section 217 of the Companies Act, 1956

a. Conservation of Energy and Technology Absorption

Information pursuant to Clause (e) of Sub- Section (1) of Section 217 of the Companies Act, 1956 read with Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 and forming part of the Directors' Report for the financial year ended 31st March, 2012, are attached hereto.

b. Particulars of Employees

In accordance with the provisions of Section 217 of the Companies Act, 1956 and the rules framed there under, the names and other particulars of employees are set out in the annexure to the Directors' Report. In terms of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors' Report is being sent to all the shareholders of the Company, excluding such annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

c. Responsibility Statement

Statement under the amended Section 217(2AA) of the Companies Act, 1956, on the responsibility of the Directors is a part of the Report.

Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state:

(i) That in the preparation of the annual accounts, the applicable accounting standards

have been followed along with proper explanation relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

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

(iv) That the Directors have prepared the annual accounts on a going concern basis.

Forward-Looking Statements

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words "anticipate", 'believe", "estimate", "expect", "intend", "will" and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

Acknowledgement

Your Directors would like to record its appreciation for the co-operation and support received from its employees, shareholders, Government agencies and all stakeholders.

On behalf of the

Board of Directors

Place: Mumbai R G Kapadia

Date: 30th April, 2012 Chairman


Mar 31, 2010

The Board of Directors have pleasure in presenting the 63rd Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010.

Financial Results

(In Rs. Crores)

2009-2010 2008-2009

Profit before depreciation & taxation 891.24 503.33

Depreciation / Amortisation 80.65 67.94

Profit before tax 810.59 435.39

Taxation 273.50 151.00

Profit after tax 537.09 284.39

Balance brought forward 324.59 281.30

Making a total of 861.68 565.69 Out of this appropritions are:

General Reserves 250.00 185.00

Leaving a balance of 611.68 380.69

Interim Dividend 60% (Previous Year40%) 48.00 32.00

Tax on Interim Dividend 8.16 5.44

Proposed Final Dividend 40%

(Previous Year 20%) 34.00 16.00

Tax on Final Dividend 5.08 2.66

[Aggregate Dividend amounts to 100% (Previous year 60%)]

And leaving a balance of (which is carried forward to next year) 516.44 324.59

Consolidated Financial Statements

In accordance with Accounting Standard 21-Consolidated Financial Statements form part of the Report & Accounts. These Accounts have been prepared on the basis of audited financial statements received from the subsidiaries and associate companies as approved by its respective Board of Directors.

Dividend

Your Company paid an interim dividend on 5th November 2009, at the rate of 60% on the equity shares to the shareholders whose names appeared on the Register of Members on 28th October, 2009. Your Directors are now pleased to recommend a final dividend at the rate of 40% on the equity shares of the Company for the year ended 31st March, 2010, subject to your approval at the ensuing Annual General Meeting. Consequently, the total dividend for the year ended 31st March, 2010, including the interim dividend paid during the year, amounts to 100% (Re.1/- per equity share of Re.1/- each).

Corporate Governance

Transparency is the cornerstone of your Companys philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. The Audit Committee of the Board meets at regular intervals as required in terms of Clause 49 of the Listing Agreement. Your Board of Directors have taken all necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key management personnel of your Company have complied with the Code of Conduct which was put in place by the Board of Directors. Apart from being in compliance with all requirements of Clause 49 of the Listing Agreement your Company has voluntarily adopted certain governance principles. Setting up of the Remuneration Committee of Directors and introduction of a Model Code for Insider Trading are some of the initiatives taken by your Company towards this end.

The Report on Corporate Governance as required under the Listing Agreement forms part of and is annexed to this Report. The Auditors Certificate on compliance with Corporate Governance requirements is also attached to this Report. Further, as required under Clause 49 (V) of the Listing Agreement a certificate from the CEO and CFO is being annexed with this Report.

Business / Operational Excellence

In keeping with its vision to provide credible value addition to our stakeholders and being recognized as a responsible corporate citizen your Company has implemented an exhaustive Total Quality Management System (TQM) throughout the organization. The TQM system involves the latest techniques of Total Productive Maintenance (TPM), 6 Sigma and Lean Manufacturing - leading towards business excellence.

Products manufactured at your Companys state-of- the-art manufacturing facilities symbolise quality and customer satisfaction. Quality is designed into products through use of techniques like - Advanced Product Quality Planning (APQP), Failure Mode & Effect Analysis (FMEA), Statistical Process Control (SPC) and Measurement System Analysis (MSA). Process capability monitoring ensures that products are well within specification with minimal rework and scrap.

TQM is a strategic initiative and your Company has progressed considerably in its journey towards Business Excellence. For its Quality Management System (QMS), the Industrial SBU part of Haldia, Hosur and Shamnagar factories have been certified for ISO-9001. For the Automotive SBU - Bawal, Chinchwad, Haldia, Hosur, Shamnagar and Taloja factories have been certified for ISO/ TS-16949. The Submarine SBU is certified for ISO-9001. These certifications, by the renowned TUV-NORD, headquartered in Germany, although issued in the names of the different factories, however include all business processes of R&D, Manufacturing, Marketing, Sales, After Sales Support and Corporate functions.

In line with its core value of striving for Excellence, your Company is implementing the European Foundation for Quality Management (EFQM) Business Excellence Model. Your Company has won the Cll- EXIM Bank Award for" Strong Commitment to Excel" in 2006 and 2007. In 2008 your Company bettered its performance and has been amongst eight companies in India to get the coveted "Significant Achievement Award."

Apart from these, in the last few years , your Company has won several awards and accolades in Quality, Safety-Health-Environment, 5-S, Energy Conservation, Productivity and Quality Circles. In 2009 the Hosur plant won the prestigious Asia Manufacturing Excellence Award-Gold Category in Auto Ancilliary from Frost & Sullivan as well as the ABK-AOTS 5-S Award 1st Prize in Large Manufacturing category . For the same year the Shamnagar plant has won the TQM Role Model Quality Award from CM (ER). As a proof of customer satisfaction, your Company has also won awards and recognitions from Toyota, Tata Motors and Bajaj Auto.

To improve efficiency and utilization of machines your Company has implemented Total Productive Maintenance (TPM) in the factories, following the methodology given by the Japanese Institute of Plant Maintenance (JIPM). For its efforts in TPM, the JIPM has conferred the "Award for TPM Excellence - 2008" to your Haldia plant. Other factories are also gearing up to the challenge to win this award in the near future.

Environment & Safety

For the Environmental Management System (EMS) the Chinchwad, Haldia, Hosur, Shamnagar and Taloja factories are certified to ISO 14001. Your Company is committed to preserve the environment and prevent pollution by going much beyond statutory compliance and ISO 14001 certification. Your Company has implemented several environmental projects and receiving the Teh Corporate Environment Award in 2007 and Best Innovation Award in Leadership and Excellence in Environment-Health-Safety from Cll (SR) in 2008 has further encouraged your Company to continuously improve its environmental performance, minimize waste and preserve natural resources.

The concern for Occupational Health and Safety issues has prompted your Company to implement OHSAS 18001 standard in its factories. The Hosur plant has already been certified and the other factories are expected to receive the certification in due course.

Energy conservation continues to be an area of focus for your Company not only as a part of its social obligations but also since this is a major cost in the manufacturing process. Your Company has taken several initiatives at each plant level in order to conserve energy. Necessary information relating to steps taken for conservation of energy is given in the annexure to this report.

Corporate Social Responsibility

Your Company believes that apart from ethical conduct of business, as a responsible corporate citizen it has various societal obligations. Fulfillment of such obligations is part of the Companies long term vision through engagement of all stake holders and the society at large. Towards this end, your Company has identified five core areas of Health Care, Education, Women Empowerment, Environment and Philanthropic activities.

Your Company continues to partner UNICEF in their Child Environment Programme in India that aims to create a greener and healthier world and to ensure equitable and sustainable access to basic health and hygiene facilities, particularly for the unreached and marginalized rural communities. This initiative has been linked to raising consumer consciousness and creating awareness for return of used batteries which contain lead and thereby inducing the vehicle owners to participate in the cause, in Kolkata, your Company has partnered with CINIASHA for providing education and development of societal skills amongst slum and street children.

As reported earlier a village near Hosur Plant has been adopted for converting it to a Model Village and extensive work has been undertaken for infrastructure and community development for the same. The new school building in the village has recently been inaugurated. Apart from the same, support was extended for educational needs for students in rural areas, health camps organized for migrant labourers and sewing machines provided to village women.

In Haldia Sewing and Zari machines were distributed through the Cooperative System and vocational training was organized for the rural women folk. Your other plants also continued with their CSR activities which included organizing health camps, distribution of free medicines and conducting pathological tests, development of community gardens, providing drinking water facilities and participation in various health awareness camps including the pulse polio programme. Tree planting activities and other initiatives for creating awareness about the preservation of the environment were also organized.

Subsidiary Companies

Your Company has four Indian subsidiaries viz. Chloride Metals Limited, Caldyne Automatics Limited, Leadage Alloys India Limited and Chloride International Limited, and three foreign subsidiaries, viz. Chloride Batteries S.E. Asia Pte. Ltd., Singapore, Espex Batteries Limited, UK and Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka.

Chloride Metals Limited which is a 100% subsidiary of your Company is engaged in lead smelting and refining operations and has its plant at Markal, Pune. The said Company achieved a turnover of Rs 264 crores representing a growth of 52% over the previous year and a profit before tax of Rs 15 crores which is 106% higher than the previous year.

Caldyne Automatics Limited is a 100% subsidiary of your Company having its factory at Sector V, Salt Lake City, Kolkata and is engaged in manufacture and sale of Chargers, DC Power Systems and associated equipment. During the year 2009-10, the said company achieved a turnover of Rs 37 crores and a profit before tax of Rs. 1.54 crores representing an increase of 18% and 304% respectively over the previous year.

Leadage Alloys India Limited, a 51% subsidiary of your Company, has its plant at Kolar District, Karnataka and is engaged in lead smelting and refining activities. During the year 2009-10 the said company has achieved a turnover of Rs 546 crores representing an increase of over 23% over the previous year and profit before tax of Rs 54 crores representing a growth of 621% over the previous year.

Chloride International Limited a 100% subsidiary of your Company, is engaged in the marketing and sale of Non-conventional Energy Systems like Solar Home Lighting and Heating System Panels, and Home UPS/ Inverters etc. The sales of the said company during 2009-10 amounted to Rs 12 crores which was 224% higher than that of the previous year. The Profit Before Tax also increased from Rs 0.01 crores to Rs 0.37 crores.

Your Company holds 100% of the share capital in Chloride Batteries S E Asia Pte. Ltd., Singapore. The said company is engaged in manufacture and sale of lead acid batteries and caters to the South East Asian and Australian markets. During the year 2009-10 the company achieved a turnover of SGD 36.916 million (Rs. 122.67 crores) and Profit before Tax of SGD 1.422 million (Rs. 4.73 crores).

Espex Batteries Limited, UK, in which your Company holds 51 % of the share capital, is engaged in marketing and selling of lead acid batteries for industrial applications. During the year 2009-10 the company achieved a turnover of GBP 40,01,095 (Rs 30.21 crores) and made a Profit Before Tax of GBP 47,915 (Rs. 0.36 crores).

Your Company also holds 61.5% in Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka. The said company is engaged in the business of manufacturing and marketing of Lead Acid batteries. During the year 2009-10 the said company achieved a turnover of SLR 1560 million (Rs. 63.96 crores) which was higher by 9% over the previous year and Profit before tax of SLR 151.1 million (Rs. 6.20 crores) representing a growth of 81% over the previous year.

During the year your Company divested its 26% shareholding in Ceil Motive Power Pty.Ltd., Australia (as Associate Company). This investment was made in July 2007 with a view to expand the Companys export market in Australia through an existing local company having manufacturing and marketing facilities. However, as a result of the economic downturn and cheap imports from China and Taiwan flooding the market, this Company was incurring heavy losses. Instead of investing additional amounts involving foreign exchange outflow, your Company decided to sell its shares to the other shareholders of the Joint Venture Company, after a valuation of shares by a Chartered Accountant. Your Company had provided in full for a possible diminution in the value of the investment in the Accounts for the year ended 31st March, 2009. Hence, there has been no charge to the profit and loss account in the current year and instead a small income as consideration for the divestment was earned.

The dividends received from and proposed by the Subsidiaries during 2009-10 aggregates to Rs 4.98 crores as compared to Rs 1.33 crores in the previous year.

The statement of the Holding Companys interest in Subsidiaries as specified in sub section (3) of section 212 of the Companies Act, 1956 along the Accounts, Directors Reports and Auditors Report of the subsidiaries are attached to the Report and Accounts of your Company.

Directors

Dr S K Mittal, Director - R&D will be retiring from the services of the Company with effect from 30th April, 2010. Dr Mittal has worked in the Company for 36 years and was in overall charge of the Research, Development and Quality Control of the Company. Your Board places on record its sincere appreciation for the services rendered by Dr Mittal during his long association with the Company.

Mr A H Parpia, who was a Director of your Company since 1993, resigned from the Board of Directors with effect from 28th April, 2010 for health reasons. Your Board records its deep appreciation for the services rendered by Mr Parpia as a Director of the Company.

At its meeting held on 28th April, 2010, your Board appointed Ms Mona N Desai as an Additional Director to hold Office till the ensuing Annual General Meeting of the Company. A notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing the appointment of Ms Mona N Desai as a Director at the ensuing Annual General Meeting.

The term of appointment of Mr T V Ramanathan as Managing Director & Chief Executive Officer expires on 30th April, 2010. Your Board has, subject to your approval, reappointed Mr T V Ramanathan, as Managing Director & Chief Executive Officer for a further period of two years with effect from 1st May, 2010. A resolution to this effect is being placed for your approval at the ensuing Annual General Meeting to be held on 14th July, 2010.

Mr. R G Kapadia, Mr. S B Raheja and Mr. H M Kothari, Directors retire by rotation and being eligible offer themselves for re-appointment.

None of the Directors of your Company are disqualified for being appointed as Directors, as specified in Section 274(1 )(g) of the Companies Act, 1956.

Auditors

The Auditors, M/s S R Batliboi & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 224(1 B) of the Companies Act, 1956, offer themselves for re-appointment.

Information pursuant to Section 217 of the Companies Act, 1956

a. Conservation of Energy and Technology Absorption

Information pursuant to Clause (e) of Sub-Section (1) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the financial year ended 31st March, 2009, are attached hereto.

b. Particulars of Employees

In accordance with the provisions of Section 217 of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the annexure to the Directors Report. In terms of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders of the Company excluding such annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

c. Responsibility Statement

Statement under the amended Section 217 (2AA) of the Companies Act, 1956, on the responsibility of the Directors is a part of the Report.

Directors Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

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

(iv)That the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors would like to record its appreciation for the co-operation and support received from its employees, shareholders, Government agencies and all stakeholders.

On behalf of the Board of Directors

Place : Mumbai R G Kapadia

Date: 28th April, 2010 Chairman



 
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