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Amara Raja Batteries Ltd.

BSE: 500008 Sector: Auto
NSE: AMARAJABAT ISIN Code: INE885A01032
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OPEN 729.20
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VOLUME 6378
52-Week high 814.00
52-Week low 350.25
P/E 21.53
Mkt Cap.(Rs cr) 12,545
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Sell Price 734.85
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OPEN 729.20
CLOSE 731.40
VOLUME 6378
52-Week high 814.00
52-Week low 350.25
P/E 21.53
Mkt Cap.(Rs cr) 12,545
Buy Price 734.00
Buy Qty 117.00
Sell Price 734.85
Sell Qty 1.00

Amara Raja Batteries Ltd. (AMARAJABAT) - Director Report

Company director report

Dear Members

Your Board of Directors are pleased to present their report for the financial yearended March 31 2020.

1. SUMMARY OF FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2020 is summarizedbelow:

(Amount in Rs. crores)

Parameters Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from operations 6839.46 6793.11 6839.17 6793.11
Other income 55.05 46.77 55.05 46.77
Total income 6894.51 6839.88 6894.22 6839.88
Profit before tax 840.68 730.37 840.66 730.11
Less: Tax expense (including deferred tax) 179.86 246.88 179.86 246.88
Profit for the year 660.82 483.49 660.80 483.23
Total other comprehensive loss (9.40) (0.10) (9.40) (0.12)
Total comprehensive income for the year 651.42 483.39 651.40 483.11

Your Company's revenue from operations for the year grew to Rs.6839.46 crores fromRs.6793.11 crores last year registering a marginal growth. The net profit for the yeargrew to Rs.660.82 crores from Rs.483.49 crores in the previous year registering a growthof 37%. The Earnings per share (EPS) for the year stood at Rs.38.69 per share an increaseof 37% compared to Rs.28.31 per share for the previous year.

Your Directors propose to transfer an amount of Rs.66.08 crores to the general reserve.An amount of Rs.3085.42 crores is in the retained earnings.

2. PERFORMANCE REVIEW

Automotive battery business

The headwinds encountered by the automotive sector during second half of financial year2018-19 continued through entire financial year 2019-20. Both four wheeler (4W) and twowheeler (2W) vehicle production experienced negative growth during 2019-20. This resultedin OEM business in both the application categories declining in line with new vehicleproduction though the share in respective OEMs was maintained. The performance inaftermarket business however remained strong with double digit growth in volumes. Thisgrowth was visible in both the 4W and 2W battery segments. Both Amaron andPowerZoneTM brands continued to make further inroads in markets across theCountry supported by channel expansion initiatives leading to incremental gain in marketshare. Addition of new brand and licensing in private label business provided furtherfillip to the aftermarket business. The HUPS battery market is witnessing demandstagnation in line with improvement of overall power situation in the Country. Ourtubular battery business continued its growth inspite of stagnancy in demand.

Your Company's export business continued its robust performance during the financialyear 2019-20 as well. Initiatives taken in the immediate past years and the current yearstarted paying dividends during the year ensuring a similar aggressive growth as waswitnessed in past years. The distribution channels have been further strengthened in focusmarkets such as Australia Malaysia Indonesia Saudi Arabia etc. The sale of Amaronbranded products in the premium segments of the markets accelerated further whilePowerZoneTM and selective private labeled product range have complimented ourproduct offering in these markets. The pandemic conditions were prevailing during the lastquarter of the current financial year did affect the demand and the supply chain wasdisrupted but this had a marginal impact on the business in FY 2019-20. The Company istaking all measures to ensure safety of the employees and also to ensure minimaldisturbance to operations due to the 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 2019-20compared to previous year despite the year end sales getting impacted due to COVID19pandemic. The volumes grew in all segments of the business barring telecom segment.

The overall battery potential for telecom segment continue to de-grew for the thirdyear in a row by as much as 25%. As a result the Company's revenue from growth telecomsegment also de-grew this year. However due to Company's product performance and customerrelationship management Company's market share improved significantly during the year.Towards the second half of the year the Company regained its preferred supplier status atthe India's largest tower company.

The Company started offering integrated solutions for tower and energy management forthe telecom segment and this business is expected to grow over the coming years.

Your Company's export business continued to show strong growth in regions like MiddleEast and Africa. During the year the South East Asian (SEA) sales were below expectationsdue to slow roll outs in telecom networks in Myanmar and Thailand. Your Company's AmaronVolt and Amaron Sleek became the preferred brands for thetelecom customers in SEA and African markets. Amara Raja Batteries Middle East (FZE) a100% subsidiary of your Company established to serve the Middle East markets commenced itsbusiness during the year to serve the local customers expeditiously. Similarly theCompany is actively considering expansion of operations in other regions to expand theInternational Business.

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 a strong performance in the datacentre market. The Quanta HWS series batteries were well established in this market andbecame a preferred battery for all the major UPS OEM's.

During the year the distribution network for small capacity VRLA batteries werestrengthened which resulted in significant tubular batteries which were launched two yearsago for rural banking applications also showed good progress.

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/

ii Investors/corporate-governance-policies During the year your Directors approved1st interim dividend of Rs.6 per equity share of Rs. each (600%) on November 92019 and 2nd interim dividend of C5 per equity share of Rs. each (500%) on March 9 2020.

The st and 2nd interim dividend(s) were paid to the 1shareholders on November 29 2019 and March 24 2020 respectively. The total interimdividend paid (excluding corporate dividend tax) for the financial year ended March 312020 aggregated to Rs.87.89 crores a payout of 28.43% of the profit after tax of theCompany for the financial year 2019-20.

Your Board of Directors has not recommended any final dividend as the dividend pay-outis line with the amended dividend distribution policy of the Company i.e Dividend Payout(excluding corporate dividend tax) upto 30% of the profitafter tax of the Company.

4. FINANCIAL POSITION

The Company's financial position has shown immense improvement over the years. The networth as at March 31 2020 improved to Rs.3655.61 crores with the net addition of H320.29to other equity during the year.

There is no interest bearing debt as of March 31 2020. The surplus cash at the yearend stood at Rs.32.60 crores. CRISIL had re-affirmed the ratings on the Company'sloan-term bank loan facilities at ‘CRISIL AA+/Stable' and on the short-term bankfacilities at ‘CRISIL A1+.'

A detailed analysis on the financial performance and financial position is provided ina separate section 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 profit of Rs.0.06 crores for the year ended March 31 2020.

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 (‘the Regulations') and applicable Accounting Standards the auditedconsolidated financial statements (CFS) of the Company for the financial year 2019-20together 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 is enclosed as "Annexure I" to this report.

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 at the Registered Office of the Company. The financial statementsincluding the CFS and all other documents required to be attached to this report andseparate audited financial statements of the subsidiary i.e ARBME are available onCompany's website at https://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 affectingthe financial between the endof the financial this Report. You are requested to refer to the disclosure in Note 44 tothe notes on financial statements on disclosure with regard to the impact of the COVID-19pandemic on the operations and financial the Company.

7. PROMOTERS AND THEIR SHAREHOLDING

During the year 3115500 equity shares of Rs. each constituting 1.82% of the paid upshare capital of the Company held by Mangal Industries Limited (MIL) was transferred toRNGalla Family Private Limited (RFPL) pursuant to a scheme of arrangement between RFPLand MIL sanctioned by the Hon'ble National Company Law Tribunal Hyderabad.

Further during the year RFPL acquired 3416250 equity shares of Rs. eachconstituting 2% of the paid up share capital of the Company from M/s. Johnson Controls(Mauritius) Private Limited. As on March 31 2020 RFPL holds 47932452 equity shares ofRs. each constituting 28.06% of the paid up share capital of the Company. RFPL is ownedand controlled by the Galla Family headed by Dr. Ramachandra N Galla Chairman of theCompany.

The members by way of postal ballot approved the de-classification of M/s. JohnsonControls (Mauritius) Private Limited as a promoter of the Company. The Company hassubmitted necessary application to the stock exchanges for the aforesaid de-classificationand are awaiting their approval.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Directors

During the year the term of appointment of Mr. Nagarjun Valluripalli as anIndependent Director expired and he ceased to be a director w.e.f August 5 2019. YourBoard wishes to place on record its sincere appreciation of the valuable services renderedby Mr. Nagarjun Valluripalli during his tenure as an independent director of the Company.

The Company had identifiedan eminent person for appointment as a Director on the Boardat the Board position of the Company Meeting held on November 9 2019. However the yearand the date of identifiedperson had expressed his inability to join on the Board due tohis other pressing commitments. In view of the above during the period from Novemberposition of 10 2019 to January 31 2020 the Company had five (5) directors on the Board.The Board at its meeting held on February 1 2020 had appointed Dr. Ramadevi Gourineni asan additional director of the Company and the composition of the Board is in compliancewith Regulation 17 (1) (c) of the Regulations.

Dr. Ramachandra N Galla who was appointed as Director at the annual general meetingheld on July 20 2019 being the longest-serving Non-Executive Director on the Boardretires by rotation at the ensuing annual general meeting and being eligible offershimself for reappointment.

During the year Dr. Ramadevi Gourineni (DIN: 01347211) was appointed as an AdditionalDirector on the Board with effect from February 1 2020 and she holds office upto the dateof Annual General Meeting. A resolution seeking her appointment as Director is beingplaced for approval of the members.

Mrs. Bhairavi Tushar Jani was appointed as an Independent Directors for a term of fiveconsecutive years effective from August 14 2015. She had given her consent forre-appointment for a second term of five (5) consecutive years. Based on the evaluation ofthe performance of the independent directors your directors recommend her re-appointmentfor another term of 5 consecutive years. The Company has received a notice(s) in writingunder Section 160 of the Act proposing the appointment of Dr. Ramadevi Gourineni and Mrs.Bhairavi Tushar Jani as Director(s) of the Company.

The members at the annual general meeting held on August 14 2015 appointed Mr. JayadevGalla as Vice Chairman and Managing Director of the Company for a term of 5 years i.eSeptember 1 2015 to August 31 2020. Your Board based on the recommendation of Nominationand Remuneration Committee approved the re-appointment of Mr. Jayadev Galla for anotherterm of 5 years i.e from September 1 2020 to August 31 2025.

The necessary resolution(s) seeking your approval by ordinary/special resolution forappointment of aforesaid directors are included in the notice of the ensuing annualgeneral meeting along with brief details and other necessary disclosures required underthe Act and 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. M R Rajaram Company Secretary are the keymanagerial personnel of the Company.

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 2020 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 appointed as the joint statutory auditors at the AnnualGeneral Meeting held on August 14 2015 for a term of five conclusion of the 30thannual general meeting till the conclusion of 35th annual general meeting.

The Audit Committee and the Board at their meeting held on May 30 2020 approved there-appointment of M/s. Brahmayya & Co. Chartered Accountants and M/s. DeloitteHaskins & Sells LLP Chartered Accountants as the joint statutory auditors for asecond term of five (5) years i.e from conclusion of the 35th annual generalmeeting till the conclusion of 40th annual general meeting.

The necessary resolution(s) seeking your approval for their appointment as jointstatutory auditors are included in the notice of the ensuing annual general meeting alongwith brief credentials and other necessary disclosures required under the Act and theRegulations.

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 R 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 2019-20.The cost audit report for FY 2018-19 was filed and the report for 2019-20 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 has appointed M/s. Sagar& Associates Cost Accountants as cost auditors for the financial year 2020-21 toaudit the cost records of the Company. Necessary resolution seeking your ratification year2020-21 is included in 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 Regulations the Company had appointed M/s. R. Sridharan & Associates CompanySecretaries to undertake the secretarial audit of the Company for the financial year2019-20. The Secretarial Audit Report in Form MR-3 received from them is annexed herewithas "Annexure II".

10. BOARD AND ITS COMMITTEES

i. Independent Directors and their Declaration of independence:

As on March 31 2020 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. They have submitted a declaration that each of themmeet the criteria of independence as provided in Section 149(6) of the Act and theRegulations. There has been no change in the circumstances which may affect their statusas an Independent Director during the year which had been considered and taken on recordby the Board.

All the independent directors have registered for lifetime in the database maintainedwith Indian Institute of Corporate Affairs (IICA) and a declaration in this regard wasreceived from each of them. In the opinion of the Board all the independent directors arepersons of integrity and possesses the relevant expertise and experience (including therequired under the Act and the Rules made thereunder.

ii. Number of Meetings of the Board

During the year four (4) 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 statements integral part of this report.

iii. Committees of the Board

In compliance with the provisions of Sections 135 177 178 of the Act and Regulation21 of the Regulations the Board constituted Corporate Social Responsibility CommitteeAudit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee and Risk Management Committee (Committees). The details of composition of theCommittees their meeting and attendance of the members are given in the CorporateGovernance 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

v. Evaluation of the Board's performance

In accordance with the provisions of Section 134 of the Act and Regulation 17 of theRegulations the Board has carried out evaluation of its own performance the performanceof Committees of the Board namely Audit Committee CSR Committee StakeholdersRelationship Committee Nomination and Remuneration Committee Risk Management Committeeand also the Directors individually. The manner in which the evaluation was carried outand the process adopted has been mentioned in the Corporate Governance Report as

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 preparationyear of annual financial ended March 31 2020:

i) applicable accounting standards and Schedule III of the Act have been followed;

ii) appropriate accounting policies have been selected and applied consistently andsuch judgements and estimates that are reasonable and prudent have been made so as to givea true and fair view of the state of affairs of the Company as at March 31 2020 and ofthe profit of the Company for the financial year ended March 31 2020;

iii) proper and sufficient maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities. To ensure this the Company hasestablished internal control systems consistent with its size and nature of operationssubject to the inherent limitations that should be recognised in weighing the assuranceprovided by any such system of internal controls. These systems are reviewed and goingbasis. Periodic internal audits are conducted to provide reasonable assurance ofcompliance with these systems. The audit committee meets at regular intervals to reviewthe internal audit function;

iv) financial statements have been prepared on a going concern basis;

v) proper internal financial controls are in place and that such internal financialcontrols were adequate and were operating effectively;

vi) systems to ensure compliance with the provisions of all applicable laws are inplace and were adequate and operating effectively.

12. CORPORATE GOVERNANCE

The report on corporate governance for the year ended March 31 2020 pursuant toRegulation 34 of the Regulations is annexed hereto as "Annexure III".

The certificate from practicing company secretary regarding the compliance ofconditions of 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 of Management discussion and analysisreport highlighting the performance and prospects of the Company's business is providedin a separate section and forms an integral part of care has been taken thisreport. for the

15. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return pursuant to Section 134(3)(a) and Section 92(3) of theAct read with Companies (Management and Administration) Rules 2014 in the prescribed formMGT-9 is annexed herewith as "Annexure V". Thesame is available onCompany's website at https://www.amararajabatteries.com Investors/annual-general-meetingsand updated on an on- 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 VI" to this report inthe format prescribed in Companies (Corporate Social Responsibility Policy) Rules 2014.The said policy is available on the Company's website athttps://www.amararajabatteries.com/Investors/corporate-governance-policies

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 year2019-20 there were no materially significant might be deemed to have had a potentialmaterial conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act systems are reviewed and improvedon a read with the Companies (Meetings of the Board and its Powers) Rules 2014 omnibusapproval for the estimated value of transactions with the related parties for thefinancial year is obtained from the Audit Committee. The transactions with the relatedparties are routine and repetitive in nature.

The summary statement of transactions entered risk areas and adequacy of internal intowith the related parties pursuant to the omnibus approval so granted are reviewed andapproved by the Audit Committee on a quarterly basis. The summary statements are supportedby an independent audit report certifying that the transactions are at an arm's lengthbasis and in the ordinary course of 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.000 crores in each financial year. During thefinancial year 2019-20 the transactions with MIL amounted to C877.33 crores a materialtransaction under the Regulation 23 of the Regulations and the policy adopted by theCompany under the said Regulations.

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 VII" 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 authorisationpolicies and procedures.

• ensure optimum use of available resources.

These regular basis. It has a budgetary control system to monitor revenue andexpenditure 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 significantcontrols and keeps the Board of Directors informed of its observations if any from timeto 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 athttps://www.amararajabatteries.com/Investors/ corporate-governance-policies

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. Your Company initiated steps implemented latest fieldsoftechnologies in the renewable energy and green technology sectors and enhanced theinstalled capacity of solar roof top panels from 6.3 MW to 9.25 MW during the financialyear 2019-20. During the year all the manufacturing plants were certified under ISO50001:2018 for its energy management systems which helped your company toinstitutionalise the system requirements and conserve the energy.

22. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE materialorders passed by The Company has in place a policy on prevention of Sexual Harassment andhas constituted an Internal Complaints Committee (ICC) in line with the requirements ofthe Sexual Harassment of women at the workplace (Prevention Prohibition and Redressal)Act 2013 and Rules made thereunder. During the year one (1) complaint was received byICC and the same is under investigation by ICC as on March 31 2020.

23. OTHER DISCLOSURES

i. Share Capital

The paid up equity share capital of the Company as at March 31 2020 stood at Rs.7.08crores comprising of 170812500 equity shares of Rs. 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 2020 are given in Note 39 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 2020.

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 Regulators or Courts

There are no significant the Regulators or Courts which would impact the going concernstatus of the Company and its future 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 Exchange Earnings 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 VIII" 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 IX."

A statement showing names and other particulars of the top ten employees and employeesdrawing remuneration in excess of the limits prescribed under Rule 5(2) of the said rulesis also annexed to the Directors' Report as "Annexure X". However as perthe provisions of Section 136(1) of the Act the annual report is being sent to all themembers excluding the aforesaid statement. The statement is inspection at the registeredduring working hours upto the date of 35th 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:

• Won two innovation based awards for the first time at the reputed CII IndustrialInnovation Awards Ceremony 2019 held in New Delhi. The Company is bestowed with topinnovative Company (joint winner) in the category of Manufacturing - Large Enterprise andwas also chosen as one of the Top 25 Innovative Companies.

• Won "TPM Excellence Category - A" award for the automotive batteryplant at Karakambadi Tirupati from Japan Institute of Plant Maintenance (JIPM) Japan.JIPM Award is a prestigious and coveted award for Automobile and Automobile auxiliaryplants.

• Received 4+ star rating from Hyundai Motors India Limited.

• Received Platinum level rating from Caterpillar for "Supplier QualityExcellence Process".

• Received an Award for ‘Operational Excellence in Reverse Logistics' at the9th Edition Manufacturing Supply Chain Awards event held on March 4 2020 at Mumbai.

• Received South India's best exporter award for consistently high export businessin the engineering industry from Engineering Export Promotion Council of India.

• Featured on the list of Organisations with Great Managers in the Great ManagerAwards Program 2019 a joint initiative by People Business and The Economic Times. Atindividual level two of next generation leaders received awards in categories.

• At the 13th Six Sigma National Conference and Competitions organisedby CII in Bengaluru available for

i. Four wheeler battery plant Karakambadi Tirupati and two wheeler battery plant ofthe Company Chittoor teams won the "Winner" and "2nd Runner up" awardsrespectively in ‘Automotive & Auto Ancillary Organization Category'

ii. Industrial battery (LVRLA) plant team Karakambadi Tirupati won the "2ndRunner up" award in ‘Discrete Manufacturing Organization Category' under non-automotive segment.

• Received three Gold awards and one silver award at ICQCC (InternationalConvention of Quality Control Circles) 2019 competition held at Tokyo Japan organized byUnion of Japanese Scientists and Engineers (JUSE).

• Bestowed with prestigious ABK AOTS awards in following categories

i. Awards received under Sustenance Category Level 2 for industrial battery (LVRLA)plant Karakambadi Tirupati four wheeler battery Plant Chittoor and Tubular BatteryPlant at Chittoor.

ii. Awards received under Sustenance Category Level 1 for two wheeler battery plantChittoor.

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 cooperation receivedfrom employees at all levels.

26. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to place on record their appreciation forthe unstinted cooperation 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

Dr. Ramachandra N Galla

Tirupati May 30 2020

Chairman

.