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Eveready Industries India Ltd.

BSE: 531508 Sector: Consumer
NSE: EVEREADY ISIN Code: INE128A01029
BSE 00:00 | 28 Feb 65.40 -4.75
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NSE 00:00 | 28 Feb 65.65 -4.35
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OPEN 68.70
PREVIOUS CLOSE 70.15
VOLUME 35661
52-Week high 218.80
52-Week low 34.40
P/E 10.14
Mkt Cap.(Rs cr) 475
Buy Price 65.40
Buy Qty 499.00
Sell Price 66.50
Sell Qty 36.00
OPEN 68.70
CLOSE 70.15
VOLUME 35661
52-Week high 218.80
52-Week low 34.40
P/E 10.14
Mkt Cap.(Rs cr) 475
Buy Price 65.40
Buy Qty 499.00
Sell Price 66.50
Sell Qty 36.00

Eveready Industries India Ltd. (EVEREADY) - Director Report

Company director report

For the financial year ended March 31 2019

Your Directors are pleased to present the Annual Report together withthe Audited Financial Statements of your Company for the financial year ended March 312019.

FINANCIAL RESULTS

The Financial Results of the Company are summarised below:

र Crores
Particulars

2018-19

2017-18
Revenue from Operations 1442.00 1451.95
Other Income from operations 15.73 4.40
Total Revenue from Operations 1457.73 1456.35
Total Expenditure adjusted for increase/ decrease of stocks 1334.96 1351.00
Profit from Operations before Other Income Depreciation Finance Costs and Tax 122.77 105.35
Other Income 35.41 19.77
Profit from Operations before 158.18 125.12
Depreciation Finance Costs and Tax
Depreciation 21.84 19.24
Interest and Exchange Fluctuation 53.99 28.70
Profit before Exceptional items and Tax 82.35 77.18
Exceptional items 23.25 -
Profit before Tax 59.10 77.18
Provision for Tax 11.85 22.44
Profit after Tax 47.26 54.74
Balance carried forward to Balance Sheet 49.62 17.20

Net sales for the year was lower by 1% over the previous financialyear. The turnover for the year however has to be seen in context of an adjustment forrevenue in line with the adoption of new Revenue Standard issued by the Institute ofChartered Accountants of India with effect from April 1 2018. Without considering theaforesaid adjustments net sales for the year was higher by 1%. Profit beforeDepreciation Interest and Taxation (PBDIT) was higher by 17% at र 122.77 Crores (previousyear- र 105.35 Crores). Exceptional items relate to costs related to a voluntaryretirement scheme for workmen (VRS) completed during the year under review for themanufacturing facility at Thiruvottiyur Chennai (previous year Nil). With Depreciation ofर 21.84 Crores (previous year- र 19.24 Crores) an increase in interest / exchangefluctuation charge of र 53.99 Crores (previous year- र 28.70 Crores) Profit afterTaxation stood at र 47.26 Crores for the year as against a Profit of र 54.74 Crores in theprevious year. Net accumulated profits stood at र 49.62 Crores.

DIVIDEND

Your Directors consider it prudent not to recommend any dividend forthe year under review as a measure of conservation.

TRANSFER TO RESERVES

There was no transfer to General Reserves during the year under review.

OPERATIONAL REVIEW & STATE OF THE COMPANY'S AFFAIRS

Batteries & Flashlights

The battery category continued to be disturbed by poor quality productsimported from China at dumped prices. As a result the category volume and value bothremained flat during the year.

According to Company estimates the market share position of the majorplayers remained unaltered during the year under review with your Company's sharebeing estimated at 50%.

The flashlight market remained disturbed by proliferation of cheapflashlights of poor quality by the unorganized and gray market players which impactedorganized players like EIIL leading to a flat turnover during the year.

Your Company's share of the flashlight market was maintained at70%.

However this has to be seen in the perspective of large unorganizedmarket which is estimated at the same size as the organized market.

However both the segments had very healthy EBIDTA during the year– batteries at र 131.77 Crores and flashlights at र 18.61 Crores - mainly due tofavorable commodity prices fiscal benefits from the manufacturing unit at Assam andoverall cost conservation – mitigating the adverse impact of a depreciating rupee.EBIDTA margins were at 17.6% for batteries and 10.3% for flashlights – a substantialimprovement over last year.

The manufacturing operations in these product categories continued tofocus on total quality management safety energy conservation and cost control. Thishelped your Company in achieving efficiency in the manufacturing function.

The manufacturing facility at Kolkata stood 2nd Runners-up in the 31stState level Quality Circle Convention held by Confederation of Indian Industry (CII). Itreceived the Certificate of Merit on Safety Health & Environment from CII and wasalso awarded with a 4 Star Energy Conservation Award by CII.

With the manufacturing facility at Chennai becoming idle consequent toits economic unviability for some time your Company has entered into an Agreement forSale on December 5 2018 with M/s Alwarpet Properties Private Ltd for sale of thissurplus land for a consideration of र 100.00 Crores and has received र 50.00 Crores duringthe year under review. The sale is expected to be completed within 6 months based ontangible milestones.

Lighting & Electrical Products

Your Company has diversified to the marketing of electrical &lighting products for quite sometime now. These products found excellent fit to itsbrands–Eveready and PowerCell which are synonymous with portable energy andlighting. There was also synergy in these products with the existing distribution networkof your Company.

At the point of entry to this diversification initiative the leadingproducts were Compact Fluorescent Lamps (CFL) and General Lighting Service (GLS). Howeverduring the previous year the category experienced an almost complete shift towards theLight Emitting Diode (LED) bulbs which added a significant technology edge in comparisonto the traditional CFL and GLS bulbs. Your Company became part of this technology changewhich significantly enhanced the product basket being offered by it. After gainingreasonable success with LED bulbs the Company addressed a growth path in LED basedLuminaires and is now addressing a growth path in professional lighting. Initial feedbacksare encouraging and it should be able to chart growth in this category too.

While your Company's distribution in general trade and modernretail provided a good platform to enter this category expansion has been done to tap theexclusive electrical trade. Further expansion plans are being planned to tap electricalhubs for distribution of Luminaires. Your Company successfully serviced Government tendersworth र 8.92 Crores– for supply of LED based luminaires.

Net sales from this category for the current year stood at र 319.75Crores – and it is expected that this category will provide significant turnovergrowth in the years to come.

Packet Tea

The packet tea business continued with its steady performance throughleveraging of the distribution network of the Company. Current share of the market standsat 1 – 5 per cent in the various markets of the country. While relatively small inthe overall turnover it provides an important option to distribution in many areas. Salesturnover for the current year stood at र 68.30 Crores. The packet tea segment had a EBIDTAloss during the year. Work is afoot to mitigate this position.

Small Home Appliances

Your Company has recently forayed into the Small Home Appliancessegment in line with its strategy to bring in new Products to its selling basket with aview to improving turnover and profitability. Towards this your Company launched a rangeof fans and appliance products namely Mixer Grinders Irons Room Heaters Juicer MixerGrinders Water Heaters Induction Cookers Sandwich Makers among many others. It has alsolaunched a range of Air Purifiers to augment the portfolio.

Net sales from this category for the current year stood at र 138.82Crores and is expected to provide significant turnover growth in the years to come. YourCompany successfully serviced Energy Efficiency Services Ltd (EESL) tenders worth र 7.20Crores –for supply of fans - as part of the scheme to supply to homes at affordableprices.

Diversification of Product Portfolio

Your Company has entered into a Joint Venture with Universal WellbeingPte. Limited to engage in the business of manufacturing/importing and marketing of fastmoving consumer goods (FMCG) in India. Your Company has acquired 30% shares of the JointVenture Company which has been incorporated under the name of Preferred Consumer ProductsPrivate Ltd. for the same. Balance 70% has been acquired by Universal Wellbeing Pte.Limited. Universal Wellbeing is one of the leaders in the FMCG market in South East Asiawith active presence in several countries. It is part of the Wings Group of Indonesia. Itdevelops manufactures and sells a wide variety of products in fabric and household carepersonal care skincare and foods & beverages.

The new venture will market FMCG products using the respectivestrengths of its shareholders viz.the product expertise of Universal Wellbeing and thedistribution strength of your Company. It is envisaged that with this Joint Venture yourCompany will be able to unlock more value from its vast distribution network and would beable to offer better products of international quality to the Indian consumer.

Prospects

The flat turnover for the year was mainly attributable to the segmentsof Lighting and Appliances. Lighting turnover was down partially due to supply constraintsand partially due to unit price decrease in LED bulbs while Appliances turnover gotaffected due to lower offtake of certain economy category of products on account of anextended winter.

However in the medium to long term the situation is likely to improveas new suppliers are developed for Lighting and as demand for the economy segment ofAppliances pick up. Additionally it is anticipated that the stabilization of the GSTregime will bring in higher degree of tax compliance in the country. The battery andflashlight categories bear the impact of non-compliance with tax laws by unorganized partof the market – either through undervalued dumped imports from China for batteries orgray market local operators in the flashlights market. It is expected that increasedcompliance to the GST regime will bring such elements into its net thereby eliminating theunfair gap in the pricing structure with tax compliant organizations. As a consequenceboth batteries and flashlights should show reasonable growth in 2019-20. The introductionof quality standards for all dry cell batteries marketed in India by the Bureau of IndianStandards (BIS) in May 2019 would help the domestic manufacturers from unhealthycompetition from the Chinese exporters as their costs would escalate in complying with thequality norms. This along with projections for a near-normal monsoon in the forthcomingseason should add fillip to the demand. The Company is also confident that it will beable to capture growth in this market riding on its obvious strengths of premium qualityoffering brand and distribution. The outlook on battery and flashlight categories thusremains positive.

Prospects are promising in the Lighting & Electrical productscategory. This business has become a key focus area and an avenue for growth. As mentionedearlier the market has now almost entirely shifted from CFL to LED bulbs and luminaires.LED bulbs and LED based Luminaires with higher margins now constitute more than 80% of thecategory turnover and these will be the growth drivers for the category and the overallbusiness of the Company. This range of new generation lights have been very well acceptedby the market and will enhance the Company's efforts towards a fruitfuldiversification. The outlook is thus upbeat - with potential for both growth andprofitability.

Growth will also come from the product segment of appliances withgrowing disposable incomes and Government's initiative of rural electrification.Though at a nascent stage initial market response and results have been encouraging.

FINANCE

Tight control was kept over the finances of your Company throughjudicious working capital management and operational efficiencies. Your Company remainsfocused to reduce its borrowings which stood at र 384.04 Crores at the end of the year.

Your Company met its financial commitments in servicing debt andrepayment thereof in a timely manner. Capital expenditure program was fully met.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financialposition of the Company between the end of the financial year of the Company i.e. March31 2019 to which the financial statements relate and the date of this Report.

SUBSIDIARIES ASSOCIATES & CONSOLIDATED FINANCIAL STATEMENTS

Your Company's subsidiary at Hong Kong Everspark Hong KongPrivate Limited registered a turnover of र 86.24 Crores during the current year (र 42.47Crores during FY 2017-18). It earned a profit of र 1.55 Crores during the year.

Another subsidiary Greendale India Limited (formerly Litez India Ltd.) did notregister any revenue from turnover during the current year (र 0.12 Crores during FY2017-18). It incurred a loss of र 0.11 Crores during the year.

Your Company's associate Preferred Consumer Products Private Limited which wasincorporated on June 5 2018 did not register any revenue from turnover

during the current year However your Company's share of lossamounted to र 0.87 Crores during the year.

A Statement in Form AOC -1 containing the salient features of the saidCompanies is attached to the Financial Statements in a separate section and forms part ofthis Report. The separate audited accounts of the said Companies are available on thewebsite of the Company.

The Annual Report includes the audited Consolidated FinancialStatements prepared in compliance with the Companies Act 2013 and the applicableAccounting Standards of the subsidiaries and associate. The Consolidated FinancialStatements shall be laid before the ensuing 84th Annual General Meeting of the Companyalong with the laying of the Standalone Financial Statements of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 forms partof this Report as Annexure 1.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy formulated by your Company is available on the websiteof the Company (http://www.evereadyindia.com/investor-relations/pdf/csr-policy-14. pdf).This policy encompasses the Company's philosophy for delineating its responsibilityas a corporate citizen and lays down the guidelines and mechanism for undertaking sociallyuseful programmes for welfare & sustainable development of the community at large. TheAnnual Report on CSR activities to be included in the Report containing the compositionof the CSR Committee disclosure of the contents of the CSR Policy and the initiativestaken as well as the expenditure on CSR activities forms a part of this Report asAnnexure 2.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act 2013 the Directorsstate that :

1. in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards had been followed with no material departures;

2. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Mr. Aniruddha Roy Ms. Arundhuti Dhar and Mr. Mahesh Shah have beenappointed as Independent Directors for a period of five years effective September 172018 May 21 2019 and May 27 2019 respectively subject to the approval of theshareholders at the forthcoming Annual General Meeting. Mr. Aniruddha Roy Ms. ArundhutiDhar and Mr. Mahesh Shah appointed as Additional Directors will hold office till theensuing Annual General Meeting and are eligible for their individual appointments asIndependent Director(s). Requisite Notices have been received from Members proposing theappointments of the above Independent Directors.

Mr. Subir Ranjan Dasgupta completes his term as Independent Director onJuly 24 2019 and is eligible for re-appointment in terms of Section 149 and any otherapplicable provisions of the Companies Act 2013 and the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2019(Listing Regulations).

Mr. Sanjiv Goenka Mr. Sudipto Sarkar Mrs. Ramni Nirula and Mr. AjayKaul Independent Directors resigned from the Board of Directors effective September 152018 March 29 2019 May 20 2019 and May 24 2019. The Board records its appreciation ofthe valuable services rendered by Mr. Goenka Mr. Sarkar Mrs. Nirula and Mr. Kaul duringtheir tenures as Directors.

Mr. Brij Mohan Khaitan Non-Executive Director and Chairman of theCompany resigned from the Board of Directors of the Company due to his old age. The Boardrecords that the Company has benefitted immensely with Mr. B. M. Khaitan's exemplaryleadership and vision during his long association as Director and Chairman of the Companyfor over two decades and as a mark of respect towards Mr. Khaitan's leadership andsignificant contributions to the Company the Board designated Mr. B. M. Khaitan as‘Chairman Emeritus' of the Company.

Mr. Suvamoy Saha will retire by rotation at the forthcoming AnnualGeneral Meeting and is eligible for re-appointment.

On a Reference Application made by the Central Government to theCompany Law Board (CLB) under Section 408 of the Companies Act 1956 the CLB by an orderdated December 20 2004 directed the Central Government to appoint three Directors on theCompany's Board for three years. As the CLB's order suffers from various legalinfirmities the Company based on legal advice has challenged this order of the CLBbefore the Hon'ble High Court at Calcutta which has by an interim order stayed theoperation of the CLB's order. The stay is continuing.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed have beenreceived.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review there were no changes in the KMP.Subsequently Mr. Indranil Roy Chowdhury Senior Vice President – Finance and Mr.Bibhu Ranjan Saha Senior Vice President – Accounts & Banking have beendesignated as Joint Chief Financial Officers of the Company effective May 17 2019. Mr.Suvamoy Saha remained as Whole time Director of the Company.

REMUNERATION POLICY

The Remuneration Policy is available on the website of theCompany(http:// www.evereadyindia.com/investor-relations/pdf/remuneration-policy.pdf).This policy for selection and appointment of Directors Senior Management and theirremuneration includes the criteria for determining qualifications positive attributesindependence of a Director and other matters as required.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directorshad laid down the criteria for evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination

& Remuneration and Stakeholders Relationship and Corporate SocialResponsibility Committees. Annual Performance Evaluations as required have been carriedout. The statement indicating the manner in which formal annual evaluation of theDirectors (including Independent Directors) the Board and Board level Committees is givenin the Corporate Governance Report which forms a part of this Annual Report.

MEETINGS

The Board meets regularly to discuss and decide on various matters asrequired. Due to business exigencies certain decisions are taken by the Board throughcirculation from time to time. During the year five (5) Board Meetings were convened andheld. Additionally several committee meetings as well as Independent Directors'meeting(s) were also held. The details of the Meetings are given in the CorporateGovernance Report which forms a part of this Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

COMMITTEES OF THE BOARD

The details with respect to the compositions powers roles and termsof reference etc. of relevant Committees of the Board of Directors are also given in theCorporate Governance Report which forms part of this Annual Report. All recommendationsmade by the Audit Committee during the year were accepted by the Board.

EMPLOYEE RELATIONS

One of your Company's key strengths is its people. Relations withemployees remained cordial and satisfactory. Your Board would like to place on record itsappreciation of employees for their contributions to the business.

Your Company believes in a system of Human Resource Management whichrewards merit based performance and playing an active role in improving employee skills.Actions during the year under review were supportive of this policy.

The details of the ratio of the remuneration of each director to themedian employee's remuneration and other particulars and details of employees interms of Section 197(12) read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 forms part of this Report as Annexure 3. The detailsof the employee's remuneration as required under the said section and Rule 5(2) &5(3) of the said Rules forms a part of this Report and are available at the RegisteredOffice of the Company during working hours before the Annual General Meeting and shall bemade available to any Member on request. Such details are also available on yourCompany's website. None of the employees listed in the said Annexure is related toany Director of the Company in terms of the definition of Relatives as provided in theAct.

STATUTORY AUDITORS

Messrs. Price Waterhouse & Co Chartered Accountants LLP(Firm's Registration No. 304026E) have been appointed to hold office as Auditors fora period of 5 continuous years from the conclusion of the 82nd Annual General Meeting tillthe conclusion of the 87th Annual General Meeting of the Company.

AUDITORS' REPORT

In the Statutory Auditors Report the Auditors have given a disclaimerof opinion on the basis that they are unable to obtain sufficient appropriate auditevidence regarding the extent of the loss allowance/impairment to be recognized on theinter-corporate deposits and advances and of the potential liability if any to berecognized for the corporate guarantees /post-dated cheques given to/ on behalf ofcertain Companies (part of the Promoter Group) and the consequential impact of thefinancial results as at and for the year ended March 31 2019.

Based on the management's analysis and assumptions your Directors believe thatthe Financial Statements for the year ended March 31 2019 are materially correct. Henceyour Directors do not believe that there is any material financial impact of theDisclaimer of Opinion.

With regard the inter-corporate deposits corporate guarantees and post- dated chequesin favour of banks/other parties who have provided loans to certain companies (part of thepromoter group) and advance for assignment of leasehold rights it is clarified as follows:

• From time to time these deposits were repaid by the borrowing entities to theCompany on demand. However some of these deposits amounting to र 19929 lakhs andinterest outstanding thereon amounting to र 3150 lakhs are lying outstanding as at March31 2019.

• The liability on the outstanding amount of the corporate guarantees/post- datedcheques being र 29400 lakhs as at March 31 2019 will not arise till the concernedborrower (s) default in their payment obligations.

• Repayment of these deposits and the guarantees/post-dated cheques given to/onbehalf of these companies along with future interest have been guaranteed by certainpromoter Directors of the Company in the event of a default by the said Companies to paythe dues. Furthermore a promoter group level restructuring is under way to monetizeassets to meet up the various liabilities of the companies (part of the promoter group)including the outstanding advances and any potential liability related to theguarantees/post-dated cheques due to the Company. Your Directors therefore believe thatthe outstanding dues shall be recovered and no provision is required at this stage.

• The assignment of leasehold rights will be completed subject to completion ofdue diligence. If the Company decides to not proceed with the transaction or the Assignorfails to make out a clear and marketable title or execute the deed of assignment theCompany has the right to rescind/ cancel the MOU basis which the Assignor has to refundany money paid by the Company as part payment towards the total consideration.

The Auditors have drawn attention of the Members on the penalty imposed by CompetitionCommission of India (CCI) the matter of which is covered elsewhere in the Report and alsoin the Notes on accounts

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The internal financial controls are adequate andare operating effectively so as to ensure orderly and efficient conduct of the businessoperations. The Statutory Auditors have given their disclaimer of opinion on the financialreporting in their Report on the effectiveness of the Company's internal financialcontrols with reference to the financial statements over its assessment of therecoverability of the advances given as abovementioned and of its assessment of theliability to be recognized for the for the corporate guarantees/post dated cheques and ofthe loss allowance/ impairment provisions. Your Directors re-iterate their clarificationson the same as above mentioned elsewhere in the Report.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 (the Act) read withthe Companies (Cost Records and Audit) Amendment Rules 2014 your Directors haveappointed M/s. Mani & Co. Cost Accountants Registration No. 00004 Ashoka 111Southern Avenue Kolkata 700 029 (being eligible for the appointment) to audit the costaccounts of the Company for the financial year ending March 31 2020. The remunerationpayable to the Cost Auditors for the said year is being placed for ratification by theMembers at the forthcoming Annual General Meeting. The Company maintains necessary costrecords as specified under Section 148(1) of the Act in respect of the specified products.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial Auditof the Company for the financial year 2018-19 was conducted by M/s MKB & Associates afirm of Company Secretaries in Practice. There are no AuditQualifications/Reservations/Adverse Remarks in the Secretarial Audit Report as annexedelsewhere in this Annual Report. The Secretarial Audit Report forms a part of this Reportas Annexure 4.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements and forms a part of this Report.

PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered into during the year under reviewwere on arm's length basis in the ordinary course of business for the operationaland administrative benefits of the Company. There were no contracts/arrangements/transactions with related parties which could be considered as material andwhich may have a potential conflict with the interest of the Company at large.Accordingly no contracts/arrangements/transactions are being reported in Form AOC-2.Details on related party disclosures are further given in the Corporate Governance Reportwhich forms a part of this Report.

RISK MANAGEMENT

Your Directors have approved various Risk Management Policies. Allmaterial risks faced by the Company are identified and assessed by the Risk ManagementSteering Committee. For each of the risks identified corresponding controls are assessedand policies and procedures are put in place for monitoring mitigating and reporting therisks on a periodic basis.

VIGIL MECHANISM

Your Directors have adopted a Vigil Mechanism/Whistle Blower Policy.The Policy has been posted on the website of the Company. None of the Company'spersonnel have been denied access to the Audit Committee.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in formMGT 9 forms a part of this Report as Annexure 5 and is available on the website of theCompany (http://www.evereadyindia.com/investor-relations/pdf/extract of annualreturn.pdf).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Competition Commission of India ("CCI") issued an Orderdated April 19 2019 imposing penalty on certain zinc carbon dry cell batterymanufacturers concerning contravention of the Competition Act 2002 (The Act). Thepenalty imposed on your Company was र 171.55 Crores. Your Company filed an appeal and stayapplication before the National Company Law Appellate Tribunal New Delhi (NCLAT) againstthe CCI's said Order. The NCLAT vide its order dated May 09 2019 has stayed thepenalty with the direction of depositing 10% of the penalty amount within 15 days with theRegistrar of the NCLAT which has been duly deposited by your Company.

Based on legal advice received by your Company it is believed thatgiven the factual background and the judicial precedents there are reasonable grounds onthe basis of which the NCLAT will allow the appeal and accordingly the Company is hopefulon adjudication upon the quantum of penalty imposed or remand to the CCI for de novoconsideration. However at this stage it is not possible for your Company to quantify ormake a reliable estimate of the quantum of penalty that may be finally imposed on yourCompany. It may be noted that a certain amount of penalty will be levied on the Company asit had also earlier filed an application under the Lesser Penalty Regulations under theAct.

In terms of the aforesaid legal advice your Company has been advised that the mattershould be recognized as a contingent liability as defined under Ind- AS 37 and thereshould be no adjustment required in the financial statements of the Company in accordancewith Ind-AS 10. Accordingly pending the final disposal of the appeal the amount has beendisclosed as contingent liability in the accounts for the year under review.

Other than the aforesaid there have been no significant and material orders passed bythe Regulators Courts or Tribunals which impact the going concern status andCompany's operations in future.

OTHER DISCLOSURES

During the year under review :

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Internal Complaints Committeeconstituted in terms of the said Act continues to be in place.

b. Your Company has not accepted any deposit from the public falling within the ambitof Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

c. There was no change in the share capital or the nature of business of the Company.

d. The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

A Management Discussion and Analysis Report and a Report on Corporate Governance arepresented in separate sections forming part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT/ DIVIDEND DISTRIBUTION POLICY

In terms of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended the Business Responsibility Report and the DividendDistribution Policy are not applicable to the Company for the financial year ended March31 2019 and no such Report is presented. However the Dividend Distribution Policy isavailable on the website of the Company (http://www.evereadyindia.com/investor-relations/pdf/dividend distribution policy.pdf).

For and on behalf of the Board of Directors
Suvamoy Saha Amritanshu Khaitan
Kolkata Wholetime Director Managing Director
May 27 2019 (DIN:00112375) (DIN:00213413)