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Amara Raja Batteries Ltd.

BSE: 500008 Sector: Auto
NSE: AMARAJABAT ISIN Code: INE885A01032
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VOLUME 238540
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P/E 16.39
Mkt Cap.(Rs cr) 10,667
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OPEN 620.00
CLOSE 624.25
VOLUME 238540
52-Week high 1025.00
52-Week low 616.45
P/E 16.39
Mkt Cap.(Rs cr) 10,667
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amara Raja Batteries Ltd. (AMARAJABAT) - Director Report

Company director report

To

The Members

AMARA RAJA BATTERIES LIMITED

Your Board of Directors are pleased to present their report for the financial yearended March 31 2021.

1. Summary of financial results

The Company's financial performance for the year ended March 31 2021 is summarizedbelow: (H in Crores)

Parameters Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from operations 7149.68 6839.46 7149.78 6839.17
Other income 87.36 55.05 87.36 55.05
Total income 7237.04 6894.51 7.237.14 6894.22
Profit before tax 873.33 840.68 873.35 840.66
Less: Tax expense (including deferred tax) 226.52 179.86 226.52 179.86
Profit for the year 646.81 660.82 646.83 660.80
Total other comprehensive loss (6.75) (9.40) (6.74) (9.40)
Total comprehensive income for the year 640.06 651.42 640.09 651.40

Your Company's standalone revenue from operations for the year grew to Rs 7149.68crores from Rs 6839.46 crores last year registering a growth of 5%. The net profit forthe year was Rs 646.81 crores as against Rs 660.82 crores in the previous year. TheEarnings per share (EPS) for the year stood at Rs 37.87 per share compared to Rs 38.69per share for the previous year.

Your Directors propose to transfer an amount of Rs 64.68 crores to the general reserve.An amount of Rs 3582.12 crores is in the retained earnings.

2. Performance review

Automotive battery business

The year started with silence all over owing to total lockdown enforced across thecountry due to pandemic. Complete trading and manufacturing activity came to standstill.Graded relaxation in lockdown and subsequent increase in commercial activity startedtowards the end of first quarter.

Both four wheeler (4W) and two wheeler (2W) vehicle production experienced negativegrowth during 2020-21. The vehicle production was almost Nil during the first quarter andstarted ramping up from second quarter onwards. The recovery in production was a sharp"V" shaped. The production and demand stabilized during the last quarter of theyear. Though overall there was a decline in vehicle production we were able to enhanceour shares with most of OEMs. In 4W category we were able to negate to a large extentthe loss in vehicle production. 2W battery business to OEMs aided by addition of newaccounts almost doubled.

The performance in aftermarket business however remained strong. We were among thefirst ones to start providing services to the customers. Both Amaron and PowerZone™brand and distribution strength ensured that our batteries had preference over others.Release of pent-up demand coupled with supply disruption of regional brands generatedfurther demand for our batteries. Adequate inventories at the start of the year along withearly start of our plants helped us in meeting this huge demand. As capacity utilizationwas being ramped up in compliance to graded relaxation of lockdown priority allocation tocontractual commitments led to some opportunity loss in aftermarket business. Overall 4Wbattery business erased the loss on account of lockdown and was flat during the year. 2Wbattery business however had strong growth.

Work from Home (WFH) situation prevailed throughout the year resulting in peaking ofdemand for HUPS and HUPS batteries. In spite of missing the main summer months tolockdown we were able to show aggressive and robust growth in our tubular batterybusiness. International markets too witnessed similar lockdowns and were closed during thefirst quarter of 2020-21. Initiatives taken in the immediate past years and the currentyear started paying dividends during the year ensuring a faster recovery from thelockdowns and disruption in services.

Strong brand quality product and distribution strength in key and focused markets inthe Indian Ocean Rim helped in sharp recovery. The pandemic conditions which showedsigns of abating during the last quarter of the 2020-21 seems to have resurfaced as 2ndwave. The Company is taking all measures to ensure safety of the employees and also toensure minimal disturbance to operations due to this 2nd wave of pandemic.

The expansion of manufacturing capacity in both 4W and 2W battery product lines is ontrack though there are some delays in the completion of installations due to Covid-19pandemic. However your Company is confident that the capacities will be available to meetthe market demand.

Industrial battery business

The Industrial Battery Business has improved its performance in financial year 2020-21compared to previous year despite the pandemic.

After a gap of nearly three years the battery potential for Telecom segment registereda positive growth. The rise in ARPU's for Telco's and continuous rise in data usage shouldauger well for the industry in the coming years. The WFH concept due to COVID is alsodriving for a quality telecom infra just not in Urban centers but across the wholenetwork. The Company was able to operate the production facilities during the stringentlockdown conditions and could meet the Telecom batteries requirements seamlessly withoutany interruption thus further improving its relationship with the customers. Thecompany's revenue from telecom segment grew this year.

During the year the Company was able to demonstrate its capabilities in managing thepassive telecom infra including energy very successfully.

Your Company's export business continued to show good growth in regions like MiddleEast and South Asia. However owing to the pandemic the Africa business de-grew this year.The Company placed contract manpower in crucial markets like Indonesia and Nigeria todevelop these crucial markets and is expected to yield good results in the years to come.

The new business segments like motive power and solar are expected to grow in thecoming years with growth of solar power generation both at the grid scale and atdistributed solar plants. Motive power batteries are another growth area which may evolveas the supply chains get consolidated and need for warehousing facilities are increased.

The UPS Business continue to grow on the back of improved network and reach. While theOEM business de-grew this year due to the Pandemic overall the UPS business registered apositive growth. The Quanta HWS series batteries were well established in this marketand became a preferred battery for all the major UPS OEM's.

3. Dividend

Your Board of Directors at the meeting held on May 15 2019 amended the dividenddistribution policy and approved dividend payout (excluding corporate dividend tax) todistribute upto 30% of the profit after tax of the Company. The amended DividendDistribution Policy is available on the Company's website athttps://www.amararajabatteries.com/Investors/corporate-governance-policies#goverence-policy-content.

Your Board of Directors recommend a final dividend of Rs 6 equity share of Rs 1 each(600%) for the financial year ended March 31

2021 subject to the approval of the members at the ensuing annual general meeting. Thefinal dividend if approved would involve a cash outflow of Rs 102.49 crores.

Your Board of Directors had earlier approved payment of an interim dividend of Rs 5 perequity share of Rs 1 each (500%) on February 13

2021 and the same was paid to the shareholders on March 12 2021. The total dividendincluding the proposed final dividend for the financial year ended March 31 2021aggregated to Rs 187.90 crores a payout of 29.05% of the Profit after tax of the Companywhich is in line with the amended dividend distribution policy of the Company.

4. Financial position

The net worth as at March 31 2021 improved to Rs 4210.26 crores with the net additionof Rs 554.65 crores to the other equity during the year. There is no interest bearing debtas of March 31 2021. The surplus cash at the year end stood at Rs 96.73 crores. CRISILhad re-afirmed the ratings on the Company's long-term bank loan facilities at ‘CRISILAA+/Stable' and on the short-term bank facilities at ‘CRISIL A1+.' A detailedanalysis on the financial performance and financial position is provided in a separatesection and forms an integral part of this report.

5. Subsidiaries and Consolidated Financial Results

i. Subsidiary Company

Amara Raja Batteries Middle East (FZE) (ARBME) a wholly owned subsidiary of theCompany reported a net revenue of Rs 2.92 crores with profit of Rs 0.10 crores for thefinancial year ended

March 31 2021. ii. Consolidated Financial Results

In accordance with the provisions of the Companies Act 2013 (‘the Act')Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (‘Listing Regulations') and applicable Accounting Standards the auditedconsolidated financial statements (CFS) of the Company for the financial year 2020-21together with Auditors Report thereon forms part of the Annual Report. A statement showingthe salient features of the financial statements of the subsidiaries associates and jointventures in the prescribed Form AOC-1 is enclosed as "Annexure I" to thisreport.

In accordance with Section 136 of the Act the financial statements of the subsidiarycompany will be made available to the members of the Company on request and will also bekept for inspection during business hours at the Registered Office of the Company. Thefinancial statements including the CFS and all other documents required to be attached tothis report and separate audited financial statements of the subsidiary i.e ARBME areavailable on Company's website athttps://www.amararajabatteries.com/Investors/annual-reports/

6. Material changes and commitments affecting the financial position of thecompany between the end of the financial year and the date of the report

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.

7. Promoters and their Shareholding:

As on March 31 2021 RNGalla Family Private Limited (RFPL) holds 47932452 equityshares of Rs 1 each constituting 28.06% of the paid up share capital of the Company. RFPLis owned and controlled by the Galla Family headed by Dr. Ramachandra N Galla Chairman ofthe Company.

8. Directors and Key Managerial Personnel

i. Directors

Dr. Ramachandra N Galla (DIN: 00133761) who was appointed as Director at the annualgeneral meeting held on August 7 2020 being the longest-serving Non-Executive Directoron the Board retires by rotation at the ensuing annual general meeting. He has expressedhis desire not to seek re-appointment as a Director and retire at the conclusion of theannual general meeting.

Dr. Ramadevi Gourineni (DIN:01347211) resigned as a Director of the Company w.e.f June12 2021. The Board took note and accepted her decision as she expressed that the currentpandemic situation demands her more intensive time and she desires to focus on serving thecommunity in this hour of need. Board placed on record its sincere appreciation of thevaluable services rendered by Dr. Ramadevi Gourineni.

Based upon the recommendation of the Nomination and Remuneration Committee the Boardappointed Mr. Harshavardhana Gourineni (DIN: 07311410) and Mr. Vikramadithya Gourineni(DIN: 03167659) as an additional directors of the Company w.e.f. June 12 2021 and also asthe executive directors of the Company for a period of 5 years effective from June 122021 subject to approval of the members at the ensuing annual general meeting.

The Board based upon the recommendation of the Nomination and Remuneration Committeealso appointed Mr. Annush Ramasamy (DIN: 01810872) as an additional director categorizedas an Independent Director of the Company for a period of five years w.e.f June 12 2021subject to approval of the members at the ensuing annual general meeting.

The Company has received a notice(s) in writing under Section 160 of the Act proposingthe appointment of Mr. Harshavardhana Gourineni Mr. Vikramadithya Gourineni and Mr.Annush Ramasamy as Director(s) of the Company.

The necessary resolution(s) seeking your approval by ordinary/special resolution forappointment of aforesaid directors are included in the notice of the 36th annual generalmeeting along with brief details and other necessary disclosures required under the Actand Regulations. ii. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Jayadev GallaVice Chairman and Managing Director Mr. S Vijayanand Chief Executive Officer Mr. YDelli Babu Chief Financial Officer and Mr. Vikas Sabharwal Company Secretary are the keymanagerial personnel of the Company as at May 22 2021.

Mr. M R Rajaram who was the Company Secretary of the Company retired and relived fromthe services from the Company on March 31 2021. Based upon the recommendation of theNomination and Remuneration Committee Mr. S Vijayanand was re-designated by the Board asPresident – New Energy responsible for building the New Energy Business with effectfrom June 12 2021 and Mr. Jayadev Galla Vice Chairman and Managing Director was alsodesignated as Chief Executive Officer of the Company w.e.f. June 12 2021.

9. Auditors'

i. Statutory Auditors and their Report

The Auditors Report given by M/s. Brahmayya & Co. Chartered Accountants and M/sDeloitte Haskins & Sells LLP Chartered Accountants the joint Statutory Auditors onthe financial statements of the Company for the year ended March 31 2021 forms part ofthe Annual Report. The Auditor's Report does not contain any qualification reservation oradverse remark.

M/s. Brahmayya & Co. Chartered Accountants and M/s. Deloitte Haskins & SellsLLP Chartered Accountants were re-appointed as the joint statutory auditors at the AnnualGeneral Meeting held on August 7 2020 for a term of five (5) years from the conclusion ofthe 35th annual general meeting till the conclusion of 40th annual general meeting.

ii. Cost Auditors and their Report

The Company is required to maintain cost records for certain products as specified bythe Central Government under sub-section (1) of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules as amended from time to time and accordinglysuch accounts and records are made and maintained in the prescribed manner. Further thesaid cost records are required to be audited and accordingly M/s. Sagar & Associateswere appointed as cost auditors to audit the cost records for the financial year 2020-21.The cost audit report for FY 2019-20 was filed and the report for 2020-21 will be filedwith Ministry of Corporate Affairs within the time limits prescribed under the Act.

Based on the recommendation of the Audit Committee your Board of Directors haveappointed M/s. Sagar & Associates Cost Accountants as cost auditors for thefinancial year 2021-22 to audit the cost records of the Company. Necessary resolutionseeking your ratification of their remuneration for the financial year 2021-22 is includedin the notice of the ensuing annual general meeting.

iii. Secretarial Auditors and their report

Pursuant to Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and pursuant to the Regulation 24A ofthe Listing Regulations the Company had appointed M/s. R. Sridharan & AssociatesCompany Secretaries to undertake the secretarial audit of the Company for the financialyear 2020-21. The Secretarial Audit Report in Form MR-3 received from them is annexedherewith as "Annexure II".

In accordance with the Listing Regulations the company has also obtained a SecretarialCompliance Report from M/s. R Sridharan & Associates Companies Secretaries withregard to compliances with all applicable SEBI Regulations circulars and guidelines forthe year ended March 31 2021. The observations in the annual secretarial compliancereport and the steps taken by the Company were reported in Corporate Governance Report.

10. Board and its Committees

i. Independent Directors and their Declaration of independence:

As on March 31 2021 Mr. N Sri Vishnu Raju Mr. T R Narayanaswamy and Ms. BhairaviTushar Jani are the Independent Directors of the Company appointed pursuant to theprovisions of Section 149 of the Act and Listing Regulations. Each independent directorhas confirmed to the Company that he or she meets the criteria of independence as providedin Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. Therehas been no change in the circumstances which may affect their status as an IndependentDirector during the year which had been considered and taken on record by the Board. Allthe independent directors have registered for lifetime in the database maintained withIndian Institute of Corporate Affairs (IICA) and a declaration in this regard was receivedfrom each of them. In the opinion of the Board all the independent directors are personsof integrity and possess the relevant expertise and experience (including proficiency) asrequired under the Act and the Rules made thereunder.

ii. Number of Meetings of the Board

During the year five (5) meetings of the Board of Directors of the Company wereconvened and held in accordance with the provisions of the Act. The date(s) of the BoardMeeting attendance by the directors are given in the Corporate Governance Report formingan integral part of this report.

iii. Committees of the Board

In compliance with the provisions of Sections 135 177 178 of the Act and ListingRegulations the Board constituted Corporate Social Responsibility Committee AuditCommittee Nomination and Remuneration Committee Stakeholders Relationship CommitteeRisk Management Committee and Loan and Investment Committee (Committees). The details ofcomposition of the Committees their meeting and attendance of the members are given inthe Corporate Governance Report forming an integral part of this report.

iv. Nomination and Remuneration Policy

The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel and theirremuneration. The Nomination and Remuneration Policy adopted by the Board is available onthe Company's website at https://www.amararajabatteries.com/Investors/corporate-governance-policies#goverence-policy-content

v. Evaluation of the Board's performance

In accordance with the provisions of Section 134 of the Act and Regulation 17 of theListing Regulations the Board has carried out evaluation of its own performance theperformance of Committees of the Board namely Audit Committee CSR CommitteeStakeholders Relationship Committee Nomination and Remuneration Committee RiskManagement Committee Loan and Investment Committee and also the Directors individually.The manner in which the evaluation was carried out and the process adopted has beenmentioned in the Corporate Governance Report

11. Directors' responsibility statement

Pursuant to Section 134(3)(c) and 134(5) of the Act including any statutorymodifications or re-enactment thereof for the time being in force the Board of Directorsof the Company confirm to the best of their knowledge and belief that in the preparationof annual financial statements for the financial year ended March 31 2021: i) applicableaccounting standards and Schedule III of the Act have been followed; ii) appropriateaccounting policies have been selected and applied consistently and such judgements andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profit of theCompany for the financial year ended March 31 2021; iii) proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. To ensure this the Company has establishedinternal control systems consistent with its size and nature of operations subject tothe inherent limitations that should be recognized in weighing the assurance provided byany such system of internal controls. These systems are reviewed and updated on anon-going basis. Periodic internal audits are conducted to provide reasonable assurance ofcompliance with these systems.

The audit committee meets at regular intervals to review the internal audit function;iv) financial statements have been prepared on a going concern basis; v) proper internalfinancial controls are in place and that such internal financial controls were adequateand were operating effectively; vi) systems to ensure compliance with the provisions ofall applicable laws are in place and were adequate and operating effectively.

12. Corporate Governance

The report on corporate governance for the year ended March 31 2021 pursuant toRegulation 34 of the Listing Regulations including information to the shareholders titled"Additional Shareholders' information' is annexed hereto as "Annexure III"'.The certificate from practicing company secretary regarding the compliance of conditionsof corporate governance is attached to the report on corporate governance.

13. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Regulations the Business Responsibility Report(BRR) initiatives taken from an environmental social and governance perspective isannexed hereto as

"Annexure IV."

14. Management discussion and analysis

Management discussion and analysis report highlighting the performance and prospectsof the Company's business is provided in a separate section and forms an integral part ofthis report.

15. Annual Return

The Annual Return pursuant to Section 92(3) read with Section 134(3)(a) of the Act isavailable on Company's website at https://www.amararajabatteries.com/Investors/annual-general-meetings

16. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) has been an integral part of your Company'sculture. The Company has associated itself through Rajanna Trust in philanthropicactivities in the field of Education Health Environment and Rural Development. Duringthe year your Company has undertaken various CSR projects in the areas of education andrural development. The brief outline of the CSR Policy of the Company the CSRinitiatives/activities undertaken by the Company during the year and the details ofcomposition of CSR committee are given in "Annexure V" to this report inthe format prescribed in Companies (Corporate Social Responsibility Policy) Rules 2014 asamended from time to time. The said policy is available on the Company's website athttps://www.amararajabatteries.com/Investors/corporate-governance-policies#goverence-policy-content

17. Transactions with the Related Parties

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. During the financial year2020-21 there were no materially significant transactions with the related parties whichmight be deemed to have had a potential material conflict with the interest of the Companyat large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the AuditCommittee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee on aquarterly basis. The summary statements are supported by an independent audit reportcertifying that the transactions are at an arm's length basis and in the ordinary courseof business.

The members at the annual general meeting held on August 7 2017 approved andauthorised the Board to enter into transactions with Mangal Industries Limited (MIL) uptoa cumulative value of transactions of Rs 1000 crores in each financial year. During thefinancial year 2020-21 the transactions with MIL amounted to Rs 904.07 crores a materialtransaction under the Regulation 23 of the

Listing Regulations and the policy adopted by the Company under the said ListingRegulations.

The Form AOC - 2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 is set out as "Annexure VI" to thisReport.

18. Internal Financial Controls related to financial statements

The Company has put in place adequate system of internal controls commensurate with itssize and the nature of its operations. The Company's internal control system covers thefollowing aspects:

Financial propriety of business transactions.

Safeguarding the assets of the Company.

Compliance with prevalent statues regulations management authorisation policies andprocedures.

ensure optimum use of available resources.

These systems are reviewed and improved on a regular basis. It has a budgetary controlsystem to monitor revenue and expenditure against approved budget on an ongoing basis.

The Audit Committee of the Board periodically reviews audit plans observations andrecommendations of the internal and external auditors with reference to the significantrisk areas and adequacy of internal controls and keeps the Board of Directors informed ofits observations if any from time to time.

19. Risk Management

The Company has constituted a Risk Management Committee. Details of constitution of theCommittee are set out in the Corporate Governance Report.

During the year the risk assessment parameters were reviewed. The risk managementcommittee reviewed the elements of risk and the steps taken to mitigate the risks. In theopinion of the Board there are no major elements of risk which has the potential ofthreatening the existence of the Company.

20. Whistle Blower Policy/ Vigil Mechanism

The Company has established a whistle blower policy/vigil mechanism to provide anavenue to raise concerns. The mechanism provides for adequate safeguards againstvictimization of employees who avail of it and also for appointment of an Ombudsperson whowill deal with the complaints received. The policy also lays down the process to befollowed for dealing with the complaints and in exceptional cases also provides fordirect appeal to the Chairperson of the Audit Committee. The Whistle Blower Policyestablished by the Board is available on the Company's website at https://www.amararajabatteries.com/Investors/corporate-governance-policies#goverence-policy-content

21. Health Safety and Environmental protection (HSE)

Your Company gives utmost importance to the employee's health and safety given thenature of the operations of the Company. Your Company believes that "a safe andhealthy workplace not only protects employees from injury and illness it elevates theemployee morale". Your Company continues to be certified under ISO 14001:2015 and BSOHSAS 18001:2007 for its environment management systems and occupational health and safetymanagement systems respectively. During the year your Board of Directors approved to setup a 50_MW captive solar plant in the state of Andhra Pradesh at a total capex of Rs 220crores. This plant would reduce the cost of power and simultaneously reduce the carbonfootprint of the Company.

All the manufacturing plants continued to be certified under ISO 50001:2018 for itsenergy management systems which helped your company to institutionalise the systemrequirements and conserve the energy.

22. Policy on Prevention Prohibition and Redressal of Sexual Harassment at workplace

The Company has in place a policy on prevention of Sexual Harassment and hasconstituted an Internal Complaints Committee (ICC) in line with the requirements of theSexual Harassment of women at the workplace (Prevention Prohibition and Redressal) Act2013 and Rules made thereunder. During the year no complaint was received by ICC. Therewere no outstanding complaints on March 31 2021.

23. Other disclosures

i. Share Capital

The paid up equity share capital of the Company as at March 31 2021 stood at Rs 17.08crores comprising of 170812500 equity shares of Rs 1 each. During the year under reviewthe Company has not issued shares with differential voting rights employee stock optionsand sweat equity shares.

ii. Particulars of loans guarantees and investments

The details of loans guarantees and investments under the provisions of Section 186 ofthe Act read with the Companies (Meetings of Board and its Powers) Rules 2014 as on March31 2021 are given in Note 38 to the standalone financial statements of the Company.

iii. Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit ofSections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules 2014during the year under review. There are no outstanding deposits as on March 31 2021.

iv. Reporting of Frauds

There was no instance of fraud during the year under review which required theAuditors to report to the Audit Committee and / or Board under Section 143(12) of the Actand the rules made there under.

v. Significant and material orders passed by Regulators or Courts

TheCompanyhasreceivedclosureordersdatedApril302021fromthe Andhra Pradesh PollutionControl Board (APPCB) for the Company's Plants situated at Karakambadi Tirupati andNunegundlapalli village Chittoor District Andhra Pradesh. The Hon'ble High Court ofAndhra Pradesh has granted an interim suspension of said orders of APPCB. In compliance tothe orders issued by Hon'ble High Court of Andhra Pradesh the Company is committed towork closely with APPCB officials for satisfactory resolution of the matter in theinterest of all stake holders. The Company has always placed highest priority on theenvironment and to the health and safety of its workforce and communities around it.

Apart from the above there are no significant and/or material orders passed by theRegulators or Courts which would impact the going concern status of the Company and itsfuture operations.

vi. Compliance of Secretarial Standards

The Company has complied with the Secretarial Standards with respect to Meetings of theBoard of the Directors (SS-1) and General Meetings (SS-2) issued by the Institute ofCompany Secretaries of India and approved by the Central Government.

vii. Investor Education and Protection Fund (IEPF)

Section 124 of the Act read with Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 ("IEPF Rules") mandates the companiesto transfer dividend that has remained unclaimed for a period of seven years from theunpaid dividend account to the Investor Education and Protection Fund (IEPF). Further theRules mandate that the shares on which dividend remains unpaid or unclaimed for sevenconsecutive years or more be transferred to the demat account of the IEPF Authority.

The details relating to amount of unclaimed dividend transferred to the IEPF and theshares transferred to the demat account of the IEPF Authority during the year areprovided in corporate governance report which forms part of this report.

viii. Particulars of conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

The information on conservation of energy technology absorption foreign exchangeearnings and outgo as per Section 134(3)(m) of the Act read with Rule 8 of The Companies(Accounts) Rules 2014 are annexed hereto as "Annexure VII" and forms anintegral part of this report.

ix. Particulars of Employees and Remuneration

The information required pursuant to Section 197(12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedhereto as "Annexure VIII." A statement showing names and otherparticulars of the top ten employees and employees drawing remuneration in excess of thelimits prescribed under Rule 5(2) of the said rules is also annexed to the Directors'Report as "Annexure IX". However as per the provisions of Section 136(1)of the Act the annual report is being sent to all the members excluding the aforesaidstatement. The statement is available for inspection at the registered office of theCompany during working hours upto the date of 36th Annual General Meeting.

24. Awards and Recognitions

Your Company continues to get accolades and awards from its customers and otherprestigious domestic/international forums. Some of the awards and recognitions yourCompany received during the year under review:

Amara Raja has been recognized and featured in World's Best Employers for 2020 list byForbes.

Amara Raja - Building HRM capabilities – the case study which was earlierdeveloped by IIM-Ahmedabad was listed in the Harvard Business School Publishing.

Amara Raja was conferred with the prestigious title of the "2020 TalentAccelerator for India" by IDC DX for implementing the digital project WE@AR involvedin Transformation of People Systems and Processes.

Winner of Golden Peacock award instituted by the Institute of Directors in the categoryof ‘Innovative Product and Services-Electrical Equipment'

Received the award in the category "EV Manufacturer of the year - storage"for Lithium Ion Battery Pack at EV Manufacturing & Design Show 2021 Awards event.

At the 14th Six Sigma National Conference and Competitions organised by CII inBengaluru i . One team from two wheeler battery plant Karakambadi Tirupati bestowedwith "Platinum" recognition; two teams from two wheeler battery plantKarakambadi Tirupati and Industrial battery (MVRLA) team bestowed with "Gold"recognition in ‘Manufacturing-Auto/ Engg/Discrete Projects in Manufacturing/Operational Areas' category and Industrial battery service team was bestowed with"gold" recognition in Manufacturing-Auto/Engg/Discrete Projects in CustomerFacing Processes' category ii. Team from two wheeler battery plant Karakambadi Tirupatiand Industrial battery service team won the "2nd Runner up" award(s) in‘‘Manufacturing-Auto/Engg/Discrete Projects in Manufacturing / OperationalAreas' and "Manufacturing-Auto/Engg/Discrete Projects in Customer Facing Processes'category respectively

Received four Platinum awards at ICQCC (International Convention of Quality ControlCircles) 2020 competition held at Bangladesh organized by Bangladesh Society for TotalQuality Management (BSTQM)

One team from two wheeler battery plant Karakambadi Tirupati received"winner" award and industrial battery team (LVRLA) received "1st runnerup" award at CII State level Digital QC Competitions - Vijayawada held on October 152020.

One team from two wheeler battery plant Karakambadi Tirupati won "2nd Best"and industrial battery team(LVRLA) "3rd Best" in CII QC Virtual competitions -Southern region held on February 12 2021.

25. Industrial relations

During the year under review industrial relations remained cordial and stable. Thedirectors wish to place on record their sincere appreciation for the co-operation receivedfrom employees at all levels.

26. Acknowledgement

The Board of Directors take this opportunity to place on record their appreciation forthe unstinted co-operation commitment and dedication of all the employees of the Companyand the support extended by the channel partners customers vendors business associatesbanks government authorities and all concerned without which it would not have beenpossible to achieve all round growth of the Company.

The Directors are thankful to the shareholders for their continued patronage.

On behalf of the Board of Directors
Place: Tirupati Dr. Ramachandra N Galla
Date: June 12 2021 Chairman

.