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Directors Report of Indo National Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Forty Second Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2015, the Statement of Profit & Loss for the year ended that date and the Auditors' Report thereon.

FINANCIAL RESULTS

The profit before tax for the year under review is at Rs.40.12 Crores as against Rs. 18.29 Crores in the previous year. The financial results for the year 2014-15 as compared with the previous year or summarized as under :

2014-15 2013-14 (Rs. in crores) (Rs. in crores)

Profit Before Tax and Depreciation 45.52 23.54

Less : Depreciation forthe year 5.40 5.25

Profit Before Tax 40.12 18.29

Provision for tax including

Deferred tax 11.20 5.58

Profit after Tax 28.92 12.71

Add : Surplus in P&L Account brought forward 3.50 2.56

Sub - Total 32.42 15.27

Your Directors recommend the following appropriations

Less : APPROPRIATION

Adjustments relating to Fixed Assets 1.80 -

General Reserve 16.00 3.00

Proposed Dividend 9.38 7.50

Tax on proposed dividend 1.88 1.27

Surplus in P&L A/c carried forward 3.36 3.50

Total 32.42 15.27

REVIEW OF PERFORMANCE DRY CELL BATTERIES

The Dry Cell Battery Industry production as a whole increased about 1.54% for the year 2014-15. Your Company's production has decreased from 569 million pieces to 532 million pieces showing decrease of 6.50%. The sales also decreased from 638 million pieces to 617 million pieces. In terms of value, your Company had registered a turnover of Rs.341 crores as against Rs.350 crores in the previous year.

LIGHTING PRODUCTS

The sales volume of lighting products has decreased from 84.25 Lakh pieces to 61.22 Lakhs pieces as compared to the previous year.

DIVIDEND

Your Directors recommends a dividend of Rs.25/- per share (250%) for the year 2014-15. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 23rd September, 2015. The Company intends to pay the dividend on 29th September, 2015.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached as Annexure - "B" to this report.

RELATED PARTY TRANSACTIONS

As per the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.nippobatteries.com .

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

All Related Party Transactions are placed before the Audit Committee as well as Board for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm's Length.

There were no contract / arrangement / transactions entered in to during the year ended March 31,2015 which were not at arm's length basis.

All the material related party transitions exceeding ten percent of the annual consolidated turnover as per the last audited financial statement were entered during the year by the company are disclosed in accordance with section 1 34 (3) (h) of the Companies Act, 2013, in form AOC 2 as per Annexure -"C" of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The CSR committee comprises Mr.N.Ramesh Rajan, Chairman, Mr. S. Obul Reddy, and Mr. M. Subramanyam as other members.

The Board has laid out the Company's policy on corporate social responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. The Committee also monitors the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. During the year, the Company has spent 2% of its average net profits for the three immediately preceding financial years on CSR activities.

The financial data / Annual Report pertaining to the Company's CSR activities for the financial year 2014-2015 is presented in the prescribed format in Annexure-"D" to the Board Report.

The CSR Policy is available on our website www.nippobatteries.com.

RISK MANAGEMENT

The Board has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company regularly updates to committee on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

DIRECTORS

In accordance with the Articles of Association of the Company Mr. P. Aditya Reddy and

M. Subramanyam will retire by rotation at this ensuing Annual General Meeting. They being eligible, offer themselves for re-appointment.

As per Ministry of Corporate Affairs (MCA) General Circular 14/2014 dated 09th June, 2014, all existing independent directors within one year from 01st April, 2014 should be re-appointed under Section 149 of the Companies Act, 201 3 for a period of 5 years otherwise their terms will be expired on 31st March, 2015.

Mr. VR.Gupte had resigned from the Board of your Company effective 15th April, 2015.

Dr.S.A.Dave had resigned from the Board of your Company effective 15th April, 2015.

The Board of Directors places on record their appreciation for the valuable contribution made by Mr. V.R.Gupte and Dr.S.A.Dave for the growth of the Company during their tenure as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Information about all the Directors proposed to be re-appointed is furnished in the Explanatory Statement under Section 102 of the Companies Act, 2013 under the heading "Information about the Directors proposed to be re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.

As per Companies Act, 2013 and clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework and a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

TRAINING OF INDEPENDENT DIRECTORS

To familiarize the strategy, operations and functions of our Company, the executive directors make presentations / orientation programme to non - executive independent directors about the company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, production facilities and quality and risk management. The appointment letters of Independent Directors has been placed on the Company's website at www.nippobatteries.com.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met during the year on 06th February, 201 5 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.

MEETINGS OF THE BOARD

Six meetings of the Board of directors were held during the year. 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.

PERSONNEL

Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at Factory, Head office and other Branches were cordial during the year.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the information required in respect of employees of the Company, will be provided upon request. As per section 136 (1) of the Companies Act, 2013 the report and accounts are being sent to the members and others entitled thereto. Any member interested in inspecting or obtaining copy of the statement of particulars of employees being forms part of the Report may contact the Company Secretary at Registered Office during working hours and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.

NOMINATION AND REMUNERATION POLICY

Your company recognizes the importance of human resource as its valuable assets and aligning the business objectives with specific measurable performance of individual objectives and targets.

This policy on nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the Listing Agreement to pay equitable remuneration to the directors, KMPs and employees of the Company.

The objective and purpose of the Remuneration Policy is to determine qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non- executive) and recommend to the Board policies relating to the remuneration of the directors, KMPs and other employees.It also ensures that recognition of performance encourages achieving better operational results.

The Nomination and Remuneration Committee recommends the remuneration/commission payable to execute Directors which is approved by the Board of Directors, subject to the approval of shareholders, wherever necessary.

The Board will have the discretion to retain the Managing Director, KMP and senior management personnel in the same position / remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company. The Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-(G)

STATUTORY AUDITORS

At the Annual General Meeting held on September 26, 2014 M/s. P. Srinivasan & Co, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 44th Annual General Meeting of the Company. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting of the company. Accordingly, the appointment of M/s. P Srinivasan & Co, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. There are no qualification or adverse remarks in the Auditor's Report which require any clarification/explanation.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014 the Company has appointed Mr. P Raju Iyer, Practicing Cost Accountant, as the Cost Auditor of the Company for conducting the audit of cost records of the Company for the financial year 2014-15.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013 and Rules thereunder the Board has appointed M.Damodaran & Associates, Practising Company Secretaries as Secretarial Auditor of the company to conduct Secretarial Audit for the financial year 2014-1 5. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-(F) to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

WHISTLE BLOWER POLICY/VIGIL MECHANISIM

The Company has adopted a whistle blower policy/ Vigil mechanism that covers directors and employees of the Company to bring to the attention of the management any issues which is to be in violation or in conflict with the fundamental business principles of the Company. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns without fear of punishment or unfair treatment.

No one may take any adverse action against any employee for complaining about, reporting, or participating or assisting in the investigation of, a reasonably suspected violation of any law, this Policy, or the Company's Code of Conduct and Ethics.

All the employees have been given access to the Audit Committee. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

The Whistle Blower Policy is available on the website of the Company www.nippobatteries.com.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC

Your Company has always been in the forefront of energy conservation. Several measures to conserve energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts (as required under Section 134 (m) of the Companies Act, 2013 are given in Annexure "A" to this Report. The Company has an in-house Research Development Department, where the main areas of focus are, Energy Conservation, Process upgradation and Environment Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India has recognized in-house R&D facilities of the Company.

Your company had installed additional 0.276 M.W (existing 1.00 M.W) solar power plant at Tada and power generated through solar plant is being consumed in the factory. Your company also applied for REC accreditation for power generated through Solar Plant.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company is annexed herewith as Annexure -"E" to this report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Securities are listed with Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company has paid the Annual Listing fees to all the Stock Exchanges. Madras Stock Exchange Limited (MSE) did not achieve the prescribed turnover before the period stipulated by SEBI and hence has opted to seek voluntary surrender of its recognition. Hence your company's securities have been delisted from Madras Stock Exchange Limited.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

GENERAL

Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and the Banks for their continued help and support.

Your Directors also thank the Authorised Wholesale Dealers, Stockiest and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company's products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors

For Indo National Ltd

Place: Chennai N. Ramesh Rajan

Date : 07th August, 2015 Chairman

(DIN:01628318)


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Forty First Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2014, the Statement of Profit & Loss for the year ended that date and the Auditors'' Report thereon.

REVIEW OF PERFORMANCE DRY CELL BATTERIES

The Dry Cell Battery Industry production as a whole decreased about 5% for the year 2013-14. Your Company''s production also decreased from 577 million pieces to 569 million pieces showing decrease of 1.39%. The sales also decreased from 669 million pieces to 638 million pieces. In terms of value, your Company had registered a turnover of Rs.350 crores as against Rs.340 crores in the previous year.

LIGHTING PRODUCTS

The sales volume of lighting products had increased from 80.96 Lakh pieces to 84.25 Lakhs pieces as compared to the previous year.

FINANCIAL RESULTS

The profit before tax for the year under review is at Rs.18.29 Crores as against Rs. 4.19 Crores in the previous year. The financial results for the year 2013-14 as compared with the previous year are summarized as under.

2013-14 2012-13 (Rs. in crores) (Rs. in crores)

Profit for the year 23.54 9.49

Less : Depreciation for the year 5.25 5.30

Profit after depreciation 18.29 4.19

Profit Before Tax 18.29 4.19

Provision for tax including

Deferred tax 5.58 0.30

Profit after Tax 12.71 3.89

Surplus in P&L Account brought forward 2.56 4.55

Profit available for appropriation 15.27 8.44

Your Directors recommend the following appropriations :

General Reserve 3.00 1.50

Proposed Dividend 7.50 3.75

Tax on proposed dividend 1.27 0.63

Surplus in P&L A/c carried forward 3.50 2.56

Total 15.27 8.44

DIVIDEND

Your Directors recommends a dividend of Rs.20/-per share (200%) for the year 2013-14. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 26th September, 2014. The Company intends to pay the dividend on 30th September, 2014.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Securities are listed at the Stock Exchanges of Mumbai, Chennai, and at the National Stock Exchange. The Company has paid the Annual Listing fee to all the Stock Exchanges.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors'' Certificate on its compliance is attached as Annexure "B" to this report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.

Your Company has always been in the forefront of energy conservation. Several measures to conserve energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts (as required under Section 217(1) (e) of the Companies Act, 1956) are given in Annexure "A" to this Report. The Company has an in-house Research Development Department, where the main areas of focus are, Energy Conservation, Process upgradation and Environment Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India has recognized in-house R&D facilities of the Company.

Your company had installed 1 MW. Solar Power Plant at Tada and power generated through solar plant is consumed in the factory. Your company also applied for REC mechanism.

PERSONNEL

Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at Factory, Head office and other Branches were cordial during the year.

As per section 219 (1) (b) (iv) of the Companies Act, 1956 any member interested in inspecting or obtaining copy of the statement of particulars of employees being forms part of the Report and as required to be annexed under Section 217(2A) of the Companies Act, 1 956 may contact the Company Secretary at Registered Office during working hours.

DIRECTORS

In accordance with the Articles of Association of the Company Mr. M. Subramanyam and Mr. S. Obul Reddy will retire by rotation at this ensuing Annual General Meeting. They being eligible, offer themselves for re-appointment.

On May 7, 2014 the Nomination and Remuneration Committee recommended the induction of Mr. N. Ramesh Rajan as an Independent Director of the Board.

On July 17, 2014 the Nomination and Remuneration Committee recommended the induction of Mrs. Lakshmmi Subramanian as Lady Independent Director of the Board.

Justice S. Natarajan ceased to be a Director of the Company w.e.f. 11th April 2014 due to his death which has been taken on record in the Board Meeting held on 7th May 2014. The Board of Directors condole the untimely demise of Justice

S. Natarajan and took on record the invaluable contributions made by Justice S. Natarajan towards the progress of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 21 7(2AA) of the Companies Act, 1 956, with respect to Directors'' Responsibility Statement, your Directors hereby confirm that:

a) in the preparation of annual accounts, the applicable Accounting Standards have been followed and there are no material departure from the same;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the Profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) The annual accounts are prepared on a going concern basis.

AUDITORS

The Statutory Auditors of the Company M/s. P. Srinivasan & Co, Chartered Accountants retire at the ensuing Annual General Meeting of the Company. As per section 139 of the Companies Act, 2013, and Rules made there under it is proposed to appoint M/s. P. Srinivasan & Co, Chartered Accountants as Statutory Auditors of the Company for three years until the conclusion of the 44th Annual General Meeting of the Company. The Company has received a Certificate from them confirming that their appointment will be within the limits laid down under Section 141(3)(g) of the Companies Act, 2013.

COST AUDITOR

As per the directions of Central Government, the Company has appointed Mr. P. Raju Iyer, Practicing Cost Accountant, as the Cost Auditor of the Company under Section 233B of the Companies Act, 1956 for the audit of the cost accounts of the company for the year ending 31st March 2014.

ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and the Banks for their continued help and support.

Your Directors also thank the Authorised Wholesale Dealers, Stockists and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company''s products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors For Indo National Limited

Place: Chennai V. R.Gupte Date :14th August, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Fortieth Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2013, the Statement of Profit & Loss for the year ended that date and the Auditors'' Report thereon.

REVIEW OF PERFORMANCE

DRY CELL BATTERIES

The Dry Cell Battery Industry production as a whole decreased about 1.4% for the year 2012-13. Your Company''s production had also decreased from 605 million pieces to 577 million pieces showing decrease of 4.63 %. The sales also decreased from 670 million pieces to 669 million pieces. In terms of value, your Company had registered a turnover of Rs.340 crores as against Rs.340 crores in the previous year.

LIGHTING PRODUCTS

The sales volume of lighting products had increased from 73.92 lakh pieces to 80.96 lakh pieces as compared to the previous year.

FINANCIAL RESULTS

The profit before tax for the year under review is at Rs.4.19 Crores as against Rs.11.72 Crores in the previous year. The financial results for the year 2012-13 as compared with the previous year are summarized as under.

2012-13 2011-12 (Rs. in crores) (Rs. in crores)

Profit for the year 9.49 16.76

Less : Depreciation for the year 5.30 5.04

Profit after depreciation 4.19 11.72

Profit Before Tax 4.19 11.72

Provision for tax including

Deferred tax 0.30 3.29

Profit after Tax 3.89 8.43

Surplus in P&L Account brought forward 4.55 2.48

Profit available for appropriation 8.44 10.91

Your Directors recommend the following appropriations :

General Reserve 1.50 2.00

Proposed Dividend 3.75 3.75

Tax on proposed dividend 0.63 0.61

Surplus in P&L A/c carried forward 2.56 4.55

Total 8.44 10.91

DIVIDEND

Your Directors recommends a dividend of 100% for the year 2012-13. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 27th September, 2013. The Company intends to pay the dividend on 4th October, 2013 itself, instead of waiting for the statutory period of 30 days permitted by the provisions of the Companies Act, 1956.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Securities are listed at the Stock Exchanges of Mumbai, Chennai, and at the National Stock Exchange. The Company has paid the Annual Listing fee to all the Stock Exchanges.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors'' Certificate on its compliance is attached as Annexure "B" to this report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.

Your Company has always been in the forefront of energy conservation. Several measures to conserve energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts (as required under Section 217(1) (e) of the Companies Act, 1956) are given in Annexure "A" to this Report. The Company has an in-house Research Development Department, where the main areas of focus are, Energy Conservation, Process upgradation and Environment Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India has recognized in-house R&D facilities of the Company.

PERSONNEL

Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at both the Factories and Head office and other Branches were cordial during the year.

The Company has no employees, attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CHANGE OF NAME OF THE COMPANY

As you aware that during the year under review your company changed its name from Nippo Batteries Co.Ltd to Indo- National Ltd with effect from 10th April 2013.

DIRECTORS

In accordance with the Articles of Association of the Company Mr. V.R. Gupte and Dr.S.A.Dave will retire by rotation at this ensuing Annual General Meeting. They being eligible, offer themselves for re-appointment.

Mr. H. Aota resigned from theBoard with effect from 31st July 2012. Your directors wish to place on record their appreciation of services rendered by Mr. H. Aota.

Mr. K.Kudhara resigned from the Board with effect from 31st July 2012. Your directors wish to place on record their appreciation of services rendered by Mr. K.Kudhara.

Mr. H. Sugimura resigned from the Board with effect from 31st July 2012. Your directors wish to place on record their appreciation of services rendered by Mr. H. Sugimura.

Mr. M. Subramanyam has been appointed as Additional Director of the Board effective from 31st July, 2012.

Mr. S.Obul Reddy has been appointed as Director effective from 31st July 2012.

Mr. P. Aditya Reddy has been appointed as Director effective from 31st July 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors hereby confirm that:

a) in the preparation of statement of accounts, the applicable Accounting Standards have been followed;

b) selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the Profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) The annual accounts are prepared on a going concern basis.

AUDITORS

M/s. P. Srinivasan & Co, Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a Certificate from them confirming that their appointment will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

COST AUDITOR

As per the directions of Central Government, the company has appointed Mr. P. Raju Iyer, Practising Cost Accountant, as the Cost Auditor of the Company under Section 233B of the Companies Act, 1956 for the Audit of the cost accounts of the company for the year ending 31st March, 2013. The cost audit report for the previous year ended 31stMarch, 2012 has to be filed on or before 28th February, 2013. The company has filed cost audit report for the year 2012 on 26th February, 2013.

ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and the Banks for their continued help and support. Your Directors also wish to record the appreciation for the guidance and co-operation received from the Foreign Collaborator M/s. Panasonic Corporation, Japan.

Your Directors also thank the Authorised Wholesale Dealers, Stockists and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company''s products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors

For Indo National Limited

Place: Chennai Justice S. Natarajan

Date : 17th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Thirty Ninth Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2012, the Profit & Loss Account for the year ended that date and the Auditors' Report thereon.

REVIEW OF PERFORMANCE

DRY CELL BATTERIES

The Dry Cell Battery Industry production as a whole decreased about 2% for the year 2011-12. Your Company's production had also decreased from 668 million pieces to 605 million pieces showing decreases of 9%. The sales also decreased from 696 million pieces to 670 million pieces. In terms of value, your Company had registered a turnover of Rs.340 crores as against Rs.350 crores for the previous year shows a decrease of 2.85%.over the previous year.

LIGHTING PRODUCTS

The sales volume of lighting products had increased from 71.10 lakh pieces to 73.92 lakh pieces as compared to the previous year.

FINANCIAL RESULTS

The profit before tax for the year under review is at Rs.11.72 Crores as against Rs.21.68 crores in the previous year. The financial results for the year 2011-12 as compared with the previous year are summarized as under.

2011-12 2010-11 (Rs. in crores) (Rs. in crores)

Profit for the year 16.76 27.25

Less : Depreciation for the year 5.04 5.57

Profit after depreciation 11.72 21.68

Profit Before Tax 1.72 21.68

Provision for tax including

Deferred tax 3.29 7.05

Profit after Tax 8.43 14.63 Surplus in P&L Account

brought forward 2.48 5.05

Profit available for appropriation 10.91 19.69

Your Directors recommend the following appropriations :

General Reserve 2.00 5.75

Proposed Dividend 3.75 7.50

Tax on proposed dividend 0.61 1.22

Surplus in P&L A/c carried forward 4.55 5.22

Total 10.91 19.69

DIVIDEND

Your Directors recommends a dividend of 100% for the year 2011-12. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 31st July, 2012. The Company intends to pay the dividend on 7th August, 2012 itself, instead of waiting for the statutory period of 30 days permitted by the provisions of the Companies Act, 1956.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Securities are listed at the Stock Exchanges of Mumbai, Chennai, and at the National Stock Exchange. The Company has paid the Annual Listing fee to all the Stock Exchanges.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached as Annexure "B" to this report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.

Your Company has always been in the forefront of energy conservation. Several measures to conserve energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts (as required under Section 217(1) (e) of the Companies Act, 1956) are given in Annexure "A" to this Report. The Company has an in-house Research Development Department, where the main areas of focus are, Energy Conservation, Process upgradation and Environment Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India has recognized in-house R&D facilities of the Company.

PERSONNEL

Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at both the Factories and Head office and other Branches were cordial during the year.

As per section 219 (1) (b) (iv) of the Companies Act, 1956 any member interested in inspecting or obtaining copy of the statement of particulars of employees being forms part of the Report and as required to be annexed under Section 217(2A) of the Companies Act, 1956 may contact the Secretary at Registered Office during working hours.

DIRECTORS

In accordance with the Articles of Association of the Company Justice S. Natarajan and Mr. H. Aota retire by rotation at this ensuing Annual General Meeting. They being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, your Directors hereby confirm that:

a) in the preparation of statement of accounts, the applicable Accounting Standards have been followed;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the Profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) The annual accounts are prepared on a going concern basis.

AUDITORS

M/s. P. Srinivasan & Co, Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a Certificate from them confirming that their appointment will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

COST AUDITOR

As per the directions of Central Government, the company has appointed Mr. P. Raju Iyer, Practising Cost Accountant, as the Cost Auditor of the Company under Section 233B of the Companies Act, 1956 for the Audit of the cost accounts for the year ending 31st March, 2012.

ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and the Banks for their continued help and support. Your Directors also wish to record the appreciation for the guidance and co-operation received from the Foreign Collaborator M/s. Panasonic Corporation, Japan.

Your Directors also thank the Authorised Wholesale Dealers, Stockists and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company's products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors For Nippo Batteries Co. Ltd.

V.R. Gupte Chairman

Place: Chennai Date : 25th May, 2012


Mar 31, 2011

The Directors have pleasure in presenting the Thirty Eighth Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2011, the Profit & Loss Account for the year ended that date and the Auditors Report thereon.

REVIEW OF PERFORMANCE

DRY CELL BATTERIES

The Dry Cell Battery Industry production as a whole increased about 2.60% for the year 2010-11. Your Companys production also increased from 658 million pieces to 668 million pieces showing an increase of 1.52%. The sales decreased from 660 million pieces to 651 million pieces. In terms of value, your Company had registered a turnover of Rs.350 crores as against Rs.337 crores for the previous year shows an increase of 3.86%.

LIGHTING PRODUCTS

The sales volume of lighting products had decreased from 62.40 lakh pieces to 60.43 lakh pieces as compared to the previous year.

FINANCIAL RESULTS

The profit before tax for the year under review is at Rs.21.68 Crores as against Rs.25.04 crores in the previous year. The financial results for the year 2010-11 as compared with the previous year are summarized as under.

2010-11 2009-10

(Rs. in crores) (Rs. in crores)

Profit for the year 27.26 30.85

Less : Depreciation for the year 5.57 5.83

Profit after depreciation 21.69 25.02

Prior period adjustments etc. 0.01 (0.02)

Profit Before Tax 21.68 25.04

Provision for tax including

Deferred tax 7.05 8.52

Profit after Tax 14.63 16.52

Surplus in P&L Account brought forward 5.06 4.81

Profit available for appropriation 19.69 21.33

Your Directors recommend the following appropriations :

General Reserve 5.75 7.50

Proposed Dividend 7.50 7.50

Tax on proposed dividend 1.22 1.27

Surplus in P&L A/c carried forward 5.22 5.06

Total 19.69 21.33

DIVIDEND

Your Directors are happy to recommend a dividend of 200% for the year 2010-11. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 20th July, 2011. The Company intends to pay the dividend on 27th July, 2011 itself, instead of waiting for the statutory period of 30 days permitted by the provisions of the Companies Act, 1956.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys Securities are listed at the Stock Exchanges of Mumbai, Chennai, and at the National Stock Exchange. The Company has paid the Annual Listing fee to all the Stock Exchanges.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors Certificate on its compliance is attached as Annexure "B" to this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.

Your Company has always been in the forefront of energy conservation. Several measures to conserve energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts (as required under Section 217(1) (e) of the Companies Act, 1956) are given in Annexure "A" to this Report.

PERSONNEL

Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at both the Factories and Head office and other Branches were cordial during the year.

As per section 219 (1) (b) (iv) of the Companies Act, 1956 any member interested in inspecting or obtaining copy of the statement of particulars of employees being forms part of the Report and as required to be annexed under Section 217(2A) of the Companies Act, 1956 may contact the Secretary at Registered Office during working hours.

DIRECTORS

In accordance with the Articles of Association of the Company Dr. S.A. Dave and Mr. Hiroshi Sugimura retire by rotation at this ensuing Annual General Meeting. They being eligible, offer themselves for re-appointment.

Mr. M. Morikawa and Mr. J. Goto resigned from the Board with effect from 12th October 2010. Your directors wish to place on record their appreciation of services rendered by Mr. M. Morikawa and Mr. J. Goto

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors hereby confirm that:

a) in the preparation of statement of accounts, the applicable Accounting Standards have been followed;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the Profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) The annual accounts are prepared on a going concern basis.

AUDITORS

M/s. P. Srinivasan & Co, Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a Certificate from them confirming that their appointment will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The Central Government has approved the appointment of Mr. P. Raju Iyer., Practising Cost Accountant for conducting the Cost Audit for the Financial Year 2010-2011.

ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and the Banks for their continued help and support. Your Directors also wish to record the appreciation for the guidance and co-operation received from the Foreign Collaborator M/s. Panasonic Corporation, Japan.

Your Directors also thank the Authorised Wholesale Dealers, Stockists and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Companys products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors

For Nippo Batteries Co. Ltd.

Place: Chennai Justice S. Natarajan

Date : 29th April 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Thirty Seventh Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2010, the Profit & Loss Account for the year ended that date and the Auditors’ Report thereon.

REVIEW OF PERFORMANCE

Dry Cell Batteries

The Dry Cell Battery Industry production as a whole increased about 14.56% for the year 2009-10. Your Company’s production had also increased from 653 million pieces to 657 million pieces showing an increase of 0.61%. The sales had also increased from 642 million pieces to 660 million pieces. In terms of value, your Company had registered a turnover of Rs.337 crores as against Rs.308 crores for the previous year with an increase of 9.41%.

Torch and others

The sales volume of torchlights and other products had increased from 36.98 lakh pieces to 62.41lakh pieces as compared to the previous year.

The Company has introduced new Emergency Power Backup Range (EPBR) products during the year and registered a turn over of Rs.26.03 cr.

FINANCIAL RESULTS

The profit before tax for the year under review is at Rs.25.04 Crores as against Rs.24.53 crores in the previous year. The financial results for the year 2009-10 as compared with the previous year are summarized as under.

DIVIDEND

Your Directors are happy to recommend a dividend of 200% for the year 2009-10. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 23rd July, 2010. The Company intends to pay the dividend on 30th July, 2010 itself, instead of waiting for the statutory period of 30 days permitted by the provisions of the Companies Act, 1956.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company’s Securities are listed at the Stock Exchanges of Mumbai, Chennai, and at the National Stock Exchange. The Company has paid the Annual Listing fee to all the Stock Exchanges.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors’ Certificate on its compliance is attached as Annexure “B” to this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.

Your Company has always been in the forefront of energy conservation. Several measures to conserve energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts (as required under Section 217(1) (e) of the Companies Act, 1956) are given in Annexure “A” to this Report.

PERSONNEL

Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at both the Factories and Head office and other Branches were cordial during the year.

As per section 219 (1) (b) (iv) of the Companies Act, 1956 any member interested in inspecting or obtaining copy of the statement of particulars of employees being forms part of the Report and as required to be annexed under Section 217(2A) of the Companies Act, 1956 may contact the Secretary at Registered Office during working hours.

DIRECTORS

In accordance with the Articles of Association of the Company Justice Mr. S. Natarajan and Mr. V.R. Gupte retire by rotation at this ensuing Annual General Meeting. They being eligible, offer themselves for re-appointment.

Mr. S.R. Jiwarajka resigned from Board with effect from 1st October, 2009. Your directors wish to place on record their appreciation of services rendered by Mr. S.R. Jiwarajka.

Mr. P. Obul Reddy resigned from Board with effect from 23rd April, 2010. Your directors wish to place on record their appreciation of services rendered by Mr. P. Obul Reddy.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, your Directors hereby confirm that:

a) in the preparation of statement of accounts, the applicable Accounting Standards have been followed;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the Profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) The annual accounts are prepared on a going concern basis.

WIND MILL

During the year your company has commissioned one more Wind mill (1.5MW) at Tirunelveli District., Tamil Nadu at an investment of Rs.9.25 Crores. The units generated are being sold to Tamilnadu Electricity Board (TNEB) at applicable rates as notified by the Board. The Company is persuaded to get Carbon Credit also.

The emission reduction shall be real, measurable and give long term benefits to the mitigation of climate change and helps in reducing net global green house gas emissions at significantly lower international costs.

AUDITORS

M/s. P. Srinivasan & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a Certificate from them confirming that this appointment will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and the Banks for their continued help and support. Your Directors also wish to record the appreciation for the guidance and co-operation received from the Foreign Collaborator M/s. Panasonic Corporation, Japan.

Your Directors also thank the Authorised Wholesale Dealers, Stockists and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company’s products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors For Nippo Batteries Co. Ltd.

Place: Chennai Justice S. Natarajan

Date : 23rd April, 2010 Chairman

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