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Exide Industries Ltd.

BSE: 500086 Sector: Auto
NSE: EXIDEIND ISIN Code: INE302A01020
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OPEN 175.45
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VOLUME 323861
52-Week high 220.60
52-Week low 152.65
P/E 17.69
Mkt Cap.(Rs cr) 14,960
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 175.45
CLOSE 177.70
VOLUME 323861
52-Week high 220.60
52-Week low 152.65
P/E 17.69
Mkt Cap.(Rs cr) 14,960
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Exide Industries Ltd. (EXIDEIND) - Director Report

Company director report

(Including Management Discussion & Analysis)

Your Board of Directors is pleased to present the 73rd Annual Report of ExideIndustries Limited ("Exide" or "Company") together with the AuditedAccounts for the year ended 31st March 2020.

ECONOMIC ENVIRONMENT

We are presenting the economic outlook at a time when the world is in the grip of oneof the most unprecedented catastrophes in its modern history. The financial year 201920had started on a sour note for the Indian economy with falling demand across the industryparticularly in the first half. Though some growth was seen by February 2020 the bodyblow to the economy was dealt by the COVID-19 pandemic and the lockdown imposed inend-March to prevent its spread which brought production and sales to a halt. Thenation's economic activity was in disarray as the financial year ended. Barring a fewessential sectors production sales and movement of people and goods halted completely.The coronavirus which causes the COVID-19 infectious disease impacted not only lives butalso livelihoods globally.

The Indian economy was affected by falling demand in the first half of FY 2019-20. Thegrowth rate of gross domestic product (GDP) came down to 4.8 per cent during this period.The official GDP figures for the entire year early- estimate the GDP to have grown 4.2 percent only.

Inflation grew from 3.3 per cent as witnessed in the first half to 7.35 per cent inDecember 2019 largely due to food inflation. The ongoing US-China trade war weighed onall base metals prices during the year 2019-20 and lead was no exception. Lead pricesstarted the year trading close to the US $ 1950 mark much lower than the price rangewitnessed during the previous year 2018-19. The downward trend continued till about Juneafter which it started its upward movement and peaked around US $ 2200 mark inOctober-November 2019. The second half of the year saw weaker-than-expected demand growthin global economy resulting fall in lead prices to the level of US $ 1750 in March 2020.

2020-21 started with two months of near complete lockdown in all sectors of theeconomy. This did considerable damage to what was till quite recently one of thefastest-growing economies of the world. In one blow the demand as well as the supply sideof the economy were stalled.

Standard & Poor's expects the world economy to contract 2.4 per cent against itsearlier estimates of a 0.4 per cent growth. Its Indian subsidiary CRISIL forecastsIndia's GDP growth to fall off a cliff and contract 5 per cent in fiscal 2021 cuttingdown its earlier forecast of a growth rate of 3.5 per cent made in March 2020 and 1.8 percent in April 2020. The Governor of the Reserve Bank of India has predicted that theIndian economy is expected to contract for the first time in nearly 41 years in thefinancial year 2020-21. The combined impact of demand compression and supply disruptionwill depress economic activity in the first half of the year with a gradual recoveryexpected in the second half.

The world economy saw a somewhat similar crisis in 2008 due to the financial sectordisasters in the developed world. Sweeping changes were introduced in the global financialmarkets after the meltdown caused by the subprime crisis. Many erstwhile blue-chipfinancial institutions either collapsed overnight or survived with government help in amuch-contracted form.

Back then we in India were not so impacted by the subprime crisis and could manage toinsulate ourselves from the global tsunami. But India in 2020 is a more globallyintegrated $3 trillion economy. What happens to the global economy has a direct andimmediate bearing on us. Therefore it will be more difficult for us to absorb the effectsof COVID-19. The situation is volatile and will continue to remain so for some time. Aforecast made today could change tomorrow. Such uncertainties are going to be the newnormal and we have to adapt our way of doing business to these risks.

INDUSTRY STRUCTURE & DEVELOPMENT

The Indian automotive sector reported one of its worst-ever performances during theyear 2019-20. The entire financial year was quite challenging for the automotive industrybecause of reduced liquidity economic slowdown and poor consumer sentiment among others.The impending switch from BS4 to the less-polluting BS6 scheduled from April 2020 alsoled to serious uncertainties. Then in January 2020 the first case of COVID-19 reachedIndia. As more cases were reported the government ordered a complete lockdown from 25thMarch 2020 to prevent the spread of the highly infectious disease. Sales crashed in allthe vehicle segments in March and the automotive industry which was already going througha difficult period posted a severe decline in all the segments.

Domestic sales of passenger vehicles recorded a degrowth of 17.8 per cent during theyear as compared with a growth of 2.7 per cent in the previous year. The commercialvehicle segment has seen the biggest fall of 28.8 per cent against a robust growth of17.6 per cent last year. Domestic sales of three-wheelers have de-grown by 9.2 per centcompared with a growth of 10.3 per cent last year. Two-wheeler sales saw a massivede-growth of 17.8 per cent compared with a growth of 4.9 per cent last year.

COMPANY PERFORMANCE

Automotive Batteries

Amidst the challenging and tough market conditions witnessed by our domestic automotiveindustry your Company continued to dominate the automotive battery business and sustainedits leadership position. With a wide array of products covering diverse market segmentswe managed to register growth across vehicular nonvehicular and two-wheeler segments.

Original equipment (OE) sales slowed down as demand for automobiles fell. HoweverExide managed to maintain its high share across almost all leading vehicle manufacturers.Significantly the two new companies that began operations successfully in India this year- MG Motor with its Hector model and KIA Motor with its Seltos - started with 100 per centuse of Exide batteries.

Industrial Batteries

Your Company registered a slight de-growth in the Industrial Division during thefinancial year.

The UPS or Uninterruptible Power Supply vertical which is the largest businessvertical of the Industrial Division registered single-digit growth. It has become thegrowth engine of the Industrial Division with continuous product and process upgradationbacked by a strong sales and service network across India.

The Original Equipment (OE) business suffered due to lack of project orders during theyear.

Our Solar vertical maintained decent sales momentum by utilising its widespread channelnetwork with the objective of being the country's most preferred Energy SolutionProvider. The focus is to provide reliable and affordable storage solutions for RuralElectrification Mini and Micro grids & other off-grid and decentralised energystorage in those parts of the country with no electricity grid supply. It is also a partof the "Make in India" initiative. A decline in solar PV additions in 2019 wascaused by elections a slowing economy liquidity issues lack of financing and paymentdelays.

The financial stress in the Indian telecom sector speeded up the consolidation of theindustry and our country witnessed a number of shut-downs and mergers & acquisitionsof mobile telephony operators and tower infrastructure companies. The Company's sales tothe telecom sector were subdued as the M&A of the telephony companies led to arationalisation of towers.

2019-20 started with the promise of good growth in the Power & Projects verticalwith several new projects lined up. Your Company has continued its dominance over thecompetition in this division both in the new and replacement markets. We continued tomaintain our market share with our wide range of products continuous product upgrades anda wide sales and service network. However the Power & Projects business verticalreported a slight de-growth during the last financial year.

In Traction the Company is working on an Opportunity Rapid Charge (ORC) battery forspecific application areas such as airports where quick re-charging the batteries ofluggage trolley pushers and passenger transporters is a challenge.

In other business verticals of our Industrial division the railways and miningcap-lamps reported robust growth and Exide continues to be the preferred brand for most ofits customers.

Batteries for Submarines

During the year the Company successfully manufactured and delivered submarine batteriesto the Indian Navy. It manufactured and supplied two sets of Type-II batteries for theType 209 submarine and one set of Type-IV batteries for the Scorpene-class submarine. Thefirst set of indigenous Type-IV submarine batteries manufactured and supplied earlier bythe Company to the Indian Navy passed all the sea trials successfully. The second set ofthese batteries was also installed and commissioned successfully.

During the year the Company also manufactured and exported one set of submarinebatteries along with all accessories and spares for the Type 636 submarine to a foreignnavy. Two sets of such batteries exported last year were installed and commissionedpassing all sea trials. During 2019-20 it also manufactured and exported one set ofmini-submarine batteries.

Exports

Exports of automotive batteries to the Middle East and South-East Asia continued togrow. We made significant inroads into GCC countries especially Saudi Arabia and the UAEwhere a branch office has been set-up.

The Company also entered new markets in Nigeria and Greece this year with itsautomotive batteries. It focused on expanding the distributor base in South-East Asiancountries and invested in brand-building to strengthen its presence in key ASEAN marketsfor significant export growth in the coming years.

However the COVID-19 pandemic has severely affected our key export markets in theASEAN and GCC region since February 2020 and it is likely to impact our growth momentum inthe coming financial year.

Your Company expects good opportunities in South American countries such as PeruChile Argentina and Brazil. We also expect big demand in Africa and the Middle East forthe solar business as the supplies from Europe are likely to be disrupted. However inthese continents too much will depend on the route the pandemic takes.

The traction battery business in Europe will depend on the post-COVID-19 situation. Wehowever expect steady growth in the standby battery business in Africa the Middle Eastand South-East Asia.

COVID-19

The COVID-19 pandemic developed rapidly into a global crisis forcing the CentralGovernment to order a complete lockdown of all economic activities in India from end-March2020. This resulted in closure of the offices factories ware-houses of the Company aswell as all its channel partners and dealer network. The focus of the Company immediatelyshifted to ensuring the health and well-being of all employees and on minimising thedisruption caused to all our stakeholders. Even after more than two months from thedeclaration of lockdown the situation remains fluid as on the date of this report. Apartial lockdown persists in most Indian cities. The Company has re-started operations atits manufacturing plants at a much-reduced capacity after an extensive lockdown periodalbeit under several restrictions imposed by local authorities. The Company's dealernetwork and supply chain are yet to get fully functional. In line with the directivesissued by the government the Company is encouraging its employees to work from home.

As a result of these disruptions the Company's operational and financial performanceis likely to be impacted during 2020-21. The direction of the industry we are operating ishowever expected to remain unchanged though there is uncertainty regarding the timeframeof a full recovery. A forecast made today is likely to get completely changed tomorrow.Such uncertainties are going to be the new normal till there is clear visibility and thesituation stabilises.

Impact assessment is a continuing process given the uncertainties associated with itsnature and duration. However it is difficult to establish and quantify the full impact ofCOVID-19 on your Company at the moment when we are still in the grip of the pandemic.

Exide gets a significant portion of its total revenue from the Replacement market.Since the COVID-19 pandemic is likely to have a limited impact on this market yourCompany will be less affected than the overall automotive industry. The Company has alsoconsidered the possible risk that may result from COVID-19 on the carrying amounts ofreceivables investments and other financial assets. An internal assessment by themanagement based on information available to it indicates minimal uncertainty related torecoverability or liquidation of those assets.

As the timeframe for a full recovery cannot be predicted Exide has embraced the newnormal and is taking all possible steps to mitigate the impact and risk arising out of theCOVID-19 pandemic. To deal with the disruption the Company is executing actions overthree broad timelines:

a) A fast response to navigate the emerging situation with a focus on protectingpeople;

b) A reset of current business activities to adapt to the new financial realities; and

c) A renewal of strategic plans to emerge stronger after the crisis.

The senior management team is continuously monitoring assessing and taking steps tomitigate the impact of COVID-19 on your Company. Areas where we have been impacted tillnow are:

• Demand especially in the OEM segment

• Supply of raw materials and components

• Manufacturing

• Logistics

• Working Capital & Liquidity

To mitigate the risks arising out of COVID-19 the Company is:

• Implementing adequate safety measures for its people

• Creating transparency to enable fast and effective decision-making

• Strengthening the digital workplace to enable effective collaboration

• Identifying trapped value especially in operating costs to make the systemmore cost-efficient

• Interacting with existing and potential customers to enhance our efficiency inafter-sales service

• Strengthening business partnerships with vendors and service providers

Exide believes that it is agile and efficient enough to bounce back from the currentcrisis. The strong balance sheet position and the inherent resilience of our businessmodel positions your Company well to navigate the challenge ahead. Since the overalldirection of the industry in which we are operating is likely to remain unchanged we donot foresee a serious impact of COVID-19 on a long-term basis.

On the other hand we believe that the current crisis also provides several newopportunities for Exide because the pressure on liquidity and continuing economicuncertainty will be to the advantage of large organised players with strong financialhealth.

Technology Upgrade

To maintain its leadership position Exide is focused on upgrading its products andmanufacturing technology as well as acquiring new and advanced technology to meet theemerging expectations of users. It's Research & Development (R&D) division isrecognised by the Indian Government's Department of Scientific and Industrial Research(DSIR) as a fully-accredited Research Centre in energy storage. Continuous upgradation ofproducts to meet the emerging demands of the user industries new applications importsubstitution of raw materials reducing energy consumption and a shorter manufacturingcycle are some of the priority areas for our R&D.

As in the past the in-house R&D continues to play a major role as an interfacebetween the emerging demands and the adoption of appropriate technology fromcollaborators. The year 2020 will be a landmark in the history of automobile technology inthe country as compliance with Bharat VI emission norms become compulsory for any vehiclemanufactured from 1st April 2020. The government is likely to tighten emission normsfurther which should prompt most automobile manufacturers to move towards micro hybridarchitecture. In anticipation of the bigger role that an automobile's battery will berequired to play in such systems the Company has initiated the development of theadvanced EFB and ISS batteries in technical collaboration with Moura Battery of Brazil.For this purpose new ultramodern and fully automated production lines for state-of-the-art expanded plate manufacture with a special ‘nodecutting' feature is inadvanced stage of installation. Plant and R&D engineers of the Company are workingwith Moura to bring out the country's first complete EFB & ISS range in the first halfof the current financial year.

Your Company has technical assistance and collaboration agreement with Japan's FurukawaBattery Company Limited for various automotive applications. This encompasses batteriesfor both 4W and 2W vehicles. The entire 2W battery range is getting upgraded with the helpof Furukawa to be Bharat VI compliant. In a major ‘first' in the country the Talojaplant has already started dispatching ISS batteries developed in collaboration withFurukawa to discerning OEMs. As a part of a continuous improvement effort your Company isdeveloping the revolutionary ‘Ultrabattery' technology a futuristic version ofautomotive batteries with the very special ‘ultranegative' plates and these shallsoon go for field trials. Such batteries are environment-friendly contribute in severalways to this purpose including by reducing the vehicles' fuel consumption.

Exide also enjoys the benefits of the long-standing technical cooperation agreementwith East Penn Manufacturing the renowned US lead-acid battery manufacturer for avariety of automotive and industrial products. It plans to introduce new products in theautomotive and industrial segments based on the regular exchange of ideas betweenengineers of the two companies. The industrial ‘Ultrabattery' for energy storageapplication one such product of the collaboration is now ready for commercial deploymentand regular production of these advanced lead-acid cells can begin from the middle of thecurrent year subject to market demand. Similarly the Company also plans to developconcept products for different applications - commercial vehicle for example - are beingworked out and trials have been planned for different months of this year. The Company hasdeveloped a ‘Front Access Range' of Industrial VRLA batteries for telecom and UPSapplication in close cooperation with East Penn and the new products have started hittingthe market.

Field testing of the futuristic ‘bipolar' lead-acid prototypes has been initiatedand the first results for the latest design iteration look very promising. If no majorissue arises this technology should be ready for commercial deployment in two to threeyears. Your company is developing this type in technical collaboration with AdvancedBattery Concepts of the US. The bipolar lead-acid battery is expected to change the basicarchaic perception about lead-acid technology and make it competitive vis-a-vis the newerchemistries currently being talked about for energy storage.

HIGHLIGHTS OF PERFORMANCE

Your Company recorded net sales of Rs. 9857 Crores in 2019-20 against Rs. 10588Crores in the previous year and a profit before tax of Rs. 1035 Crores against Rs. 1238Crores in the previous year.

whose names appeared in the Register of Members on 19th November 2019 and 5th March2020 respectively. Your Board did not recommend a final dividend and therefore the abovedividend distribution resulted in a cash outgo of Rs. 417 Crores (including tax ondividend of Rs. 68 Crores).

Standalone Financial Results

2019-20 2018-19
Profit before depreciation finance cost & tax expenses 1429 1450
Depreciation and amortisation expenses 363 314
Finance cost 9 6
Profit Before Exceptional item and Tax 1057 1130
Exceptional income/(expense) (22) 108
Profit Before Tax 1035 1238
Tax expenses 209 394
Profit After Tax 826 844
Other Comprehensive Income (18)

-#

Total Comprehensive Income for the year 808 844
Balance brought forward 5902 5304
Making a total of 6710 6148
Out of this appropriations are:
Final Dividend for 2018-19 (80%) 68 -
Final Dividend for 2017-18 (80%) - 68
Tax on Final Dividend 14 14
1st Interim Dividend for 2019-20 (160%) 136 -
Interim Dividend for 2018-19 (160%) - 136
Tax on above Interim Dividend 26 28
2nd Interim Dividend for 2019-20 (250%) 213 -
Tax on 2nd Interim Dividend 42 -
Aggregate Dividend amounts to 410% for 2019-20 (previous year - 240%) 499 246
And leaving a balance of (which is carried forward to next year) 6211 5902

# Figure being less than Rs. 5000000 has not been disclosed

Consolidated Financial Statements

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 (SEBI Listing Regulations) and in accordance with the Indian Accounting Standard(Ind-AS) 110 Consolidated Financial Statements (CFS) of the Company form part of theAnnual Report and are reflected in the consolidated financial statements of the Company.These statements have been prepared on the basis of audited financial statements receivedfrom the subsidiary and associates companies as approved by their respective Boards.

Dividend

During the year under review your Company has paid 1st and 2nd interim dividend at therate of 160 per cent or Rs. 1.60 per equity share and at the rate of 250 per cent or Rs.2.50 per equity share of Re. 1/- each to shareholders

Share Capital

The paid-up equity share capital as on 31st March 2020 was Rs. 85 Crores divided into850000000 equity shares of the face value of Re. 1/- each.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights during the financialyear 2019-20.

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the financial year 2019-20.

C) Issue of employee stock options

The Company did not issue stock options during the financial year 2019-20.

D) Provision of money by the Company for purchase of its own shares by employees or bytrustees for the benefit of employees

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

Deposits

During the year under review the Company did not accept any deposits from the publicwithin the ambit of Section 73 of the Companies Act 2013 (Act) and the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

Particulars of Loans Guarantees or Investments

The Company has not granted any loans or provided any guarantee or security pursuant toSection 186 of the Act. The details of investment made by the Company during the yearunder review have been disclosed in the financial statements under Note nos. 4 and 9.

Material Changes and Commitments

With the outbreak of COVID-19 pandemic and complete lockdown of all economic activitiesincluding the manufacturing facilities offices sales network warehouses and supplychain for the entire month of April and a good number of days in May 2020 Exide maywitness material impact on certain areas like revenue generation profitabilitymanufacturing capabilities sourcing of raw material etc. subsequent to the close of thefinancial year

of the Company to which the financial statements relate and the date of this report.

Except for the material changes and commitments arising out of COVID-19 there havebeen no material changes that have occurred subsequent to the close of the financial yearof the Company to which the financial statements relate and prior to the date of thisreport.

Key financial ratios

In accordance with SEBI (Listing Obligations & Disclosure Requirements) (Amendment)Regulations 2018 the Company is required to give details of significant changes (i.e.change of 25 per cent or more as compared to the immediately previous financial year) inkey sector-specific financial ratios including debtors turnover inventory turnoverinterest coverage ratio current ratio debt-equity ratio operating profit margin (%) andNet Profit Margin (%) and details of any change in Return on Net Worth as compared withthe immediately previous financial year along with a detailed explanation thereof.

None of the ratios shows significant changes i.e. change of 25 per cent or morecompared with the immediately previous financial year.

Return on Net Worth decreased from 15.7 per cent in

2018- 19 to 13.8 per cent in 2019-20. A significant driver is exceptional items. In2018-19 there was profit from an exceptional item of Rs. 108 Crores (sale of property)versus an exceptional item charge of Rs. 22 Crores [Indirect tax settlement expensesincurred under Sabka Vishwas (Legacy Dispute Resolution) Scheme 2019] in

2019- 20. Additionally the business profit from operations decreased by 9 per cent in2019-20 over the prior year.

AUDITORS

Statutory Auditors and their Report

B S R & Co. LLP Chartered Accountants (Firm's Registration No: 101248W/W- 100022)were appointed as Statutory Auditors of the Company at the Annual General Meeting held on27th July 2017 for an initial term of five consecutive years till the conclusion of 75thAnnual General Meeting of the Company. B S R & Co. LLP have confirmed that they arenot disqualified from continuing as Auditors of the Company.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report. The emphasis of matter and the key auditmatters paragraphs are self-explanatory and require no clarification.

The Statutory Auditors have not reported any incidence of fraud to the Audit Committeeof the Company during the year under review.

Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 (as amended) the cost records maintained by the Company in respect of theproducts manufactured by the Company are required to be audited. Your Directors on therecommendation of the Audit Committee have appointed Mani & Co. Cost Accountants(Firm's Registration no. 000004) to audit the cost records of the Company for thefinancial year 202021 at a remuneration of Rs. 900000/- plus out-of-pocket expenses andtaxes as applicable.

A resolution regarding the ratification of the remuneration payable to Mani & CoCost Accountants (Firm's Registration no. 000004) forms part of the Notice convening the73rd Annual General Meeting of the Company.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed A. K. Labh & Co. practising company secretaries (FCS: 4848/CP No:3238) toaudit secretarial and other related records of the Company for the financial year 201920.The Secretarial Audit Report is annexed herewith as Annexure-I. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

BUSINESS RESPONSIBILITY REPORT

In July 2011 the Ministry of Corporate Affairs came out with the ‘NationalVoluntary Guidelines on Social Environmental and Economic Responsibilities of Business'.These guidelines contain certain principles that are to be adopted by companies as part oftheir business practices and require disclosures regarding the steps taken to implementthese principles through a structured reporting format viz. Business ResponsibilityReport. Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations the Company hasprepared the Business Responsibility Report which is annexed as Annexure-II.

CORPORATE GOVERNANCE

Transparency is the cornerstone of Exide's philosophy and it adheres to allrequirements of corporate governance in letter and spirit. All the Committees of the Boardof Directors meet at regular intervals as required in terms of SEBI Listing Regulations.Your Board of Directors has taken necessary steps to ensure compliance of statutoryrequirements. The Directors and Key Management Personnel and Senior Management Personnelof the Company have complied

with the approved ‘Code of Conduct for Board of Directors and Senior ManagementPersonnel' of the Company. The declaration to this effect pursuant to Schedule V of theSEBI Listing Regulations signed by Managing Director and CEO of the Company forms part ofthe Annual Report.

The Report on Corporate Governance as required under Regulation 34(3) read along withSchedule V of the SEBI Listing Regulations is annexed as Annexure - III. TheAuditors' Certificate on compliance with Corporate Governance norms is also attached tothis Report. Further as required under Regulation 17(8) of SEBI Listing Regulations acertificate from the Managing Director & CEO and Director-Finance & CFO is beingannexed with this Report.

BUSINESS EXCELLENCE

A Business Excellence Model strives to establish a framework of improvement across theorganisation leveraging the best-of-breed techniques approach and methodology. TheCompany has adopted such a model to drive excellence across the organisation involving allits stakeholders including employees and business partners. The capability of organisationin terms of people process and technology creates superior value for customers as well asother stakeholders. Exide's model of excellence is dynamic continuously evolving tofulfil the expectations. It regularly participates in external assessments and awardcompetitions and evaluates findings to continually improve the framework. Some of theexternal awards won by the Company are the Tamil Nadu State Safety Award QFCI CCQC / NCQCAward BML Munjal Award-Achieving Expert Panel Milestone for Excellence through L&Dand Zero PPM Award from customer Toyota.

Exide has deployed the globally proven approaches for business excellence and TQMCulture viz. TPM Six Sigma 5S Kaizen Quality Circle and Innovation. It hasimplemented International Standards such as ISO 9001 & IATF16949 for Quality and ISO14001 ISO 45001 for Environment Health & Safety being focused on the health andsafety of employees. Our Test House Laboratories which have NABL accreditation areannually audited by NABL auditors for compliance as required under ISO/IEC 17025Standards.

The Quality Circle is an approach that involves shop- floor operators to improveperformance and to achieve the business goals through conceiving designing and executingsmall projects themselves. The Company has carried out a number of Quality Circle projectsin 201920. Suppliers of the Company are also involved in this initiative thereby helpingthem to improve the quality and performance of their product. For recognition of theseprojects implemented throughout the year it organises Regional Conferences at differentlocations. These conferences were conducted at Kolkata Bawal Hosur and Pune. Suppliersare also involved in such activities. These conferences are learning and sharing platformfor factories and suppliers.

The Company has developed and deployed a robust TPM culture across the organisation.All manufacturing units follow TPM practices though maturity level varies from factory tofactory. Six out of the seven factories have won awards for different categories of TPMfrom the Japan Institute of Plant Maintenance. During 2019-20 the Company has focused ondeploying the TPM policies effectively to achieve zero accidents zero waste zerobreakdowns & zero losses.

OCCUPATIONAL HEALTH SAFETY & ENVIRONMENT

Exide has implemented an Environment Occupational Health & Safety policy that hasbeen deployed across the organisation. All factories and regional offices are certifiedfor EMS ISO 14001 ISO 45001 & OHSAS 18001 by certification bodies of global repute.

We utilise natural and man-made resources in an optimal and responsible manner andensure the sustainability of resources by reducing reusing recycling and managing waste.We regularly monitor and prevent pollution through waste minimisation at the source;recovery/treatment of emissions and conservation of energy.

Your Company has established implemented and maintained a procedure for continuousidentification of hazards assessment of their risks and determination of the necessarycontrols. Safety Audits Hazard Evaluation and Emergency Management Planning are conductedperiodically in the factories.

Employees (new and existing) are trained and made aware of EHS practices being followedin the Company through regular sessions. Operators are also made part of safety committeemeetings so that the actions taken for improving the EHS parameters are of actual benefitto them.

The Corporate EHS-Head oversees EHS practice across the organisation and ensurescompliance with statutory and regulatory requirements. Besides there are dedicated teamsheaded by an EHS head in each factory to ensure effective compliance and implementation.

To counter the inherent risk to the safety and health of employees across all functionsand locations of the Company arising out of the COVID-19 pandemic the

Company implemented a comprehensive standard operating procedure before the lockdownbegan. It gives guidance on all health and safety-related aspects such as restriction onmovement of employees mandatory quarantine in case of all international travel visitormanagement prohibition of mass gathering social distancing norms at all meetings and theworkplace use of virtual /digital platform for meetings implementation of thermalscanning wearing of masks and gloves etc. The Company has also constituted a war roomwith representation from senior management personnel to deal with emergent situationsarising out of COVID-19.

CORPORATE SOCIAL RESPONSIBILITY

Exide always seeks ways to create long-term sustainability through inclusive growth anddevelopment not only within the adjoining community around the main operational locationsbut within society at large at the regional or national level. The core thematic areasthat continue to be the main pillars of the Company's CSR philosophy are:

• Basic Education

• Health

• Environment Management

• Women Empowerment

• Community Development

The Board of Directors of Exide has approved a Corporate Social Responsibility (CSR)Policy namely "EIL CSR Policy" in accordance with Section 135 of the Act and theCompanies (Corporate Social Responsibility Policy) Rules 2014 notified by the Ministryof Corporate Affairs Government of India which is available on the Company's website athttp://www.exideindustries.com/investors/ governance-policies.aspx The CSR policyunderlines the guiding principles and mechanisms for undertaking various CSR activities/programmes by the Company.

The disclosures as required by Rule 9 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are in Annexure - IV.

The Company invested Rs. 2076 Lakhs during 2019-20 under various CSR projectsundertaken by it thereby ensuring over 100 per cent utilisation of the stipulatedrequirement of Rs. 2049 Lakhs.

Model projects set up in the previous year were consolidated in the year under reviewwhile the Company pressed on with projects in watershed management vocational skilldevelopment as alternative livelihood options and employee volunteering initiatives. Themodel projects that were developed in the previous year especially the ones in basiceducation and public health were replicated as best model projects for impact creation atother locations.

The Company made significant strides in achieving over 100 per cent utilisation for theyear to harness all its resources for successful execution and completion of numerous CSRprojects across all locations including the manufacturing units at Haryana MaharashtraTamil Nadu Uttarakhand and West Bengal.

Towards the end of the last quarter of 2019-20 the Company also took up projects tosupport relief services for the exigencies created by the COVID-19 pandemic whichincluded financial support for providing critically required medical equipment PPE forthe medical professionals and police/ administration personnel at the front linessupplying dry rations and fresh meals for the homeless and stranded migrant labourers.Dedicated CSR teams implemented these services around all our manufacturing units andalso in association with our partner organisation at those locations.

The social initiatives undertaken by the Company during the year will go a long way increating long-term sustainable development through inclusive growth amongst thebeneficiaries and neighbouring communities.

INTERNAL CONTROLS

A strong internal control framework is an essential prerequisite of a growing business.In this context your Directors to the best of their knowledge and belief and accordingto the information and explanations obtained by them state that your Company's internalcontrol systems are commensurate with its size and scale of operations and that they aredesigned to provide reasonable assurance that the Company's financial statements arereliable and prepared in accordance with the law. It has a well-defined system of internalaudit to independently review and strengthen these internal controls on an on-going basis.The Audit Committee of your Company regularly reviews the reports of the internal auditorsand recommends actions for further improvement of the internal controls.

OUTLOOK

The outlook in the current fiscal in the middle of the COVID-19 pandemic remainspessimistic. The International Monetary Fund further slashed India's growth estimate forfinancial year 2020-21 to 1.9 per cent from 5.8 per cent estimated in January warningthat the "worst recession since the Great Depression" will dwarf

the economic damage caused by the global financial crisis a decade back.

India Ratings & Research has revised the outlook on the auto sector to"negative" from "stable" following weak sales expectations amidmacroeconomic headwinds leading to weak consumer sentiment. Furthermore sector-specificfactors such as an uncertain regulatory environment limited credit availability andincreased cost of ownership after the implementation of Bharat Stage VI will deepennegative consumer sentiments the rating agency said.

OPPORTUNITIES AND THREATS

The robust growth in automobile sales over the last few years ensures a medium andlong-term opportunity for replacement battery sales where Exide's brand equity and strongchannel relationship gives it a huge competitive edge.

While the Company has already taken steps to prepare for the demand from electricmobility it is simultaneously upgrading technology in the lead-acid space to keep itahead of the competition.

The lead-acid battery business has seen a host of new players over the last few yearsboth at a regional and national level. Being the dominant brand in the category yourCompany is susceptible to constant pressure at a market level as these new players try towean away consumers and channel partners essentially through low-price offerings. It isaddressing these challenges by adopting the latest technologies and lean manufacturingpractices so that it can develop differentiated products quickly to change the price-valueequation in our favour.

Market liquidity after COVID-19 and a slowdown of the automotive industry remain thebiggest threats to the Company. Risks involved with the volatile social and politicalenvironment slowing economy and lack of financing are some of the other major threats tothe Company. Exports continues to remain an opportunity for Exide.

RISKS AND CONCERN

Your Company has delivered the planned business performance during the financial yeartill the March lockdown that followed the spread of the COVID-19 pandemic to India. Duringthe year the Company has taken effective measures to ensure that risks of all nature -core support and strategic are effectively mitigated.

To mitigate the various significant risks during the year the Company took variousinitiatives such as manufacturing cost reduction implementation of Industry 4.0 forproductivity quality and reliability re-structuring of sales

and marketing network coaching & strategy programme for senior managementsupplier capability and development of alternative sources cyber-security automation anddigitisation. These initiatives have helped minimise the impact of uncertainties andhelped the Company achieve its business objectives during the year.

The COVID-19 pandemic has severely impacted the global as well as Indian economy tradeand commerce. The Company's strategic initiatives have helped it to put in place a strongand effective mitigating action in response to COVID-19's impact on business.

VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

Exide has a Whistle-Blower Policy that offers a formal mechanism to its directorsemployees and stakeholders to report genuine concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of conduct in accordance with theprovisions of the Act read with the Companies (Meeting of Board and its Powers) Rules2014 and SEBI Listing Regulations. The policy provides for adequate safeguards againstvictimisation of persons who use such mechanism and provides for direct access to theChairperson of the Audit Committee in appropriate or exceptional cases. The Company has adedicated email address for reporting such concerns. Any incidents that are reported areinvestigated and suitable action is taken in line with the Whistle-Blower Policy. It isaffirmed that no personnel of the Company were denied access to the Audit Committee. TheAudit Committee of Board oversees the vigil mechanism.

The policy is available on the website http://www.exideindustries.com/investors/governance-policies.aspx

SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

A statement containing the salient features of financials of subsidiaries andassociates of the Company in the prescribed Form - AOC-1 forms part of the ConsolidatedFinancial Statement (CFS). This Form highlights the financial performance of eachsubsidiary and associate company along with their contribution to the overall performanceof the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules 2014. The saidreport is not repeated here for the sake of brevity.

In accordance with Section 136 of the Act the financial statements of the subsidiaryand associate companies are available for electronic inspection by the Members of theCompany up to the date of the AGM. Any member desirous of obtaining a copy of the saidfinancial statements may write to the Company Secretary at the Registered Office of theCompany. The financial statements including the CFS and

all other documents required to be attached to this report have been uploaded on thewebsite of the Company at www.exideindustries.com

Exide Life Insurance Company Limited (ELI) and Chloride Metals Limited (CML) arematerial subsidiaries of Exide as prescribed under the provisions of SEBI ListingRegulations. ELI has assets under management or AUM of over Rs. 15700 Crores as of 31stMarch 2020. The total premium collected by ELI during the year ended 31st March 2020 wasRs. 3220 Crores as against Rs. 2886 Crores collected during the previous year.

During the year under review CSE Solar Sunpark Maharashtra Private Limited CSE SolarSunpark Tamil Nadu Private Limited and Greenyana Solar Private Limited became associatecompanies of Exide. In order to optimise power costs and build a sustainable future byusing renewable electricity your Company during the year invested in the share capitalof the above associate companies which shall construct operate maintain captivegenerating plants and supply solar power for various manufacturing facilities of Exide.This will lower the power cost of the Company and increase cost-competitiveness.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT- 9 attached as Annexure-V shallform part of the Board's report. The extract is also available under the Investor sectionon the website of the Company at www. exideindustries.com.

DIRECTORS

During the year Mr. Vijay Aggarwal ceased to be director with effect from 3rd August2019 upon completion of his tenure as Independent Director after serving of about 19 yearsin the Company. The Board places on record its deep sense of gratitude and appreciationfor Mr. Aggarwal's immense contribution strategic guidance provided during his tenure asan Independent Director and as the Chairperson of the Nomination and RemunerationCommittee of the Company.

Mr. Rajan B Raheja (having DIN: 00037480) retires by rotation in accordance with theprovisions of the Companies Act 2013 and being eligible offers himself for re-appointmentat the ensuing Annual General Meeting.

During the year Mr. Bharat D Shah was re-appointed as an Independent Director for asecond term of five consecutive years w.e.f. 30th April 2020 and Mr. Asish Kumar Mukherjee

was re-appointed as Whole-time Director designated as Director-Finance and CFO w.e.f1st May 2020. Their re-appointments were approved by the shareholders by way of PostalBallot with the requisite majority on 25th March 2020.

Ms. Mona N Desai was re-appointed as an Independent Director for a second term of fiveconsecutive years from the conclusion of the 72nd Annual General Meeting till 21st July2024 and Mr. Sudhir Chand was re-appointed as an Independent Director for a second term ofthree consecutive years from the conclusion of the 72nd Annual General Meeting till 21stJuly 2022.

At the AGM held on 3rd August 2019 Mr. Gautam Chatterjee was re-appointed as ManagingDirector and CEO for a period of two years w.e.f. 1st May 2019 Mr. Subir Chakraborty wasappointed as Deputy Managing Director for a period of two years with effect from 1st May2019 and Mr. Arun Mittal was re-appointed as Whole-time Director designated asDirector-Automotive for a period of five years with effect from 1st May 2019.

Pursuant to Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules2014 all Independent directors have registered themselves with Indian Institute ofCorporate Affairs Manesar. notified under sub-section (1) of section 150 of the Act asthe institute for the creation and maintenance of data bank of Independent Directors.

Considering the vast knowledge experience and expertise in their respective fieldsintegrity and the contribution made by the above Independent Directors during their firsttenure the Nomination & Remuneration Committee and the Board of Directors of yourCompany had recommended re-appointment of these Independent Directors for the second term.The Board was of the view that their continued association would be of immense benefit tothe Company and it is desirable to continue to avail their services as an IndependentDirector.

Necessary information pursuant to SEBI Listing Regulations in respect ofre-appointment of Mr. Raheja at the ensuing Annual General Meeting is given in theAnnexure to the Notice convening the Annual General Meeting scheduled to be held on 15thSeptember 2020.

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

KEY MANAGERIAL PERSONNEL

During the year the following directors/executives continued as Key ManagerialPersonnel of the Company:

• Mr. Gautam Chatterjee Managing Director & CEO

• Mr. A.K. Mukherjee Whole-time Director (Director - Finance & CFO)

• Mr. Subir Chakraborty Deputy Managing Director

• Mr. Arun Mittal Whole-time Director (Director-Automotive)

• Mr. Jitendra Kumar Company Secretary & EVP - Legal & Administration

DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and SEBI Listing Regulations.There has been no change in the circumstances affecting their status as independentdirectors of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations the performanceevaluation of the Board as a whole and of the Chairman and the Non-Independent Directorswas carried out by the Independent Directors. This exercise was carried out in accordancewith the Nomination & Remuneration Policy framed by the Company within the frameworkof applicable laws.

The Board carried out an annual evaluation of its own performance as well as theevaluation of the working of its committees and individual directors including Chairmanof the Board. The performance evaluation of all the directors was carried out by theNomination and Remuneration Committee. The questionnaire and the evaluation process werereviewed in accordance with the SEBI guidance note on Board evaluation dated 5th January2017 and suitably aligned with the requirements.

While evaluating the performance and effectiveness of the Board various aspects of theBoard's functioning such as adequacy of the composition and quality of the Board timedevoted by the Board to Company's longterm strategic issues quality and transparency ofBoard discussions execution and performance of specific duties obligations andgovernance were taken into consideration. Committee performance was evaluated on the basisof their effectiveness in carrying out respective mandates composition the effectivenessof the committees the structure of the committees and meetings independence of thecommittee from the Board contribution to decisions of the Board. A separate exercise wascarried out to evaluate

the performance of Independent Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution to Boarddeliberations independence of judgement safeguarding the interest of the Company andfocus on the creation of shareholder's value ability to guide the Company in key mattersattendance at meetings etc.

Considering the success of the Company in most spheres and the value delivered to allits stakeholders it was evident that the Directors had been diligent sincere andconsistent in the performance of their duties. The Directors expressed their satisfactionwith the evaluation process.

NOMINATION & REMUNERATION POLICY

In accordance with the provisions of Section 178(3) of the Act and the SEBI ListingRegulations Exide has a Nomination & Remuneration policy in place. The objectives andkey features of this Policy are:

(a) Formulation of the criteria for determining qualifications positive attributes ofdirectors Key Managerial Personnel (KMP) and senior management personnel and alsoindependence of independent directors;

(b) Aligning the remuneration of directors KMPs and senior management personnel withthe Company's financial position remuneration paid by its industry peers etc.;

(c) Performance evaluation of the board its committees and directors includingindependent directors;

(d) Ensuring board diversity;

(e) Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down;

(f) Directors' induction and continued training.

The Nomination & Remuneration Policy is available on the Company's website underthe link http://www. exideindustries.com/investors/governance-policies.aspx

MEETINGS

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other items of business. The Board exhibits strong operationaloversight with regular presentations by business heads to the Board. The Board andcommittee meetings are prescheduled and a tentative annual calendar of Board and committeemeetings is circulated to the directors well in advance to help them plan their scheduleand to ensure meaningful participation at the meetings.

During the year under review five (5) board meetings and six (6) audit committeemeetings were convened and held the details of which are given in the CorporateGovernance report. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.

The details of the constitution of the Board and its Committees are given in theCorporate Governance report.

COMPLIANCE WITH CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENTPERSONNEL

All directors and senior management personnel have affirmed compliance with the Code ofConduct for the Board of Directors and Senior Management Personnel. A declaration to thateffect is attached with the Corporate Governance report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

RISK MANAGEMENT POLICY

In accordance with the SEBI Listing Regulations the Board of Directors of the Companyis responsible for framing implementing and monitoring the risk management plans of theCompany. The Company has a "Risk Management Policy" to identify risks associatedwith the Company assess its impact and take appropriate corrective steps to minimise therisks that may threaten the existence of the Company.

The ERM framework of the Company is comprehensive and robust enough to respond againstany uncertainty. It has risk identification analysis evaluation and treatment mechanismensuring that smallest factor of uncertainty present any layer is identified evaluatedand treated suitably. Annual risk assessment exercise is conducted in line with theframework existing risks their mitigation actions are evaluated and new risks areidentified. Risk Management Committee of the organisation reviews the risks adequacy ofmitigating actions and also identifies the new risks. The committee has half-yearlymeeting as well as when a major risk triggers. The executive committee of the Companyreviews the risk register and effectiveness of mitigating actions and takes strategicdecisions to ensure that organisation successfully achieves the business objectives andfulfils expectations of all its stakeholder. Corporate Risk Register is reviewed annuallyby Board.

The Risk Management Policy is available on the Company's website at the linkhttps://www.exideindustries.com/about/ policies-certifications.aspx

LISTING

The equity shares continue to be listed on the BSE Limited (BSE) National StockExchange of India Limited (NSE) and The Calcutta Stock Exchange Limited (CSE). The Companyhas paid the annual listing fee for the financial year 202021 to BSE NSE and CSE.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered during the financial year were in theordinary course of business and on an arm's-length basis. There were no materiallysignificant related party transactions entered into by the Company with promotersdirectors key managerial personnel or other persons which may have a potential conflictwith the interests of the Company.

All related party transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is also obtained from the Audit Committee for relatedparty transactions that are of repetitive nature and can be foreseen and accordingly therequired disclosures are made to the Audit Committee on a quarterly basis in terms of theomnibus approval of the Committee.

The policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Audit Committee and the Board of Directorsis uploaded on the website under link http://www.exideindustries.com/investors/governance-policies.aspx

The disclosure of material related party transactions is required to be made underSection 134(3)(h) read with Section 188(2) of the Act and Rule 8 (2) of the Companies(Accounts) Rules 2014 in Form AOC 2. Accordingly related party transactions thatindividually or taken together with previous transactions during a financial year exceed10 per cent of the consolidated annual turnover as in the last audited financialstatements which were entered into during the year by the Company are enclosed as Annexure-VI to this Report.

Your Directors draw your attention to Notes to the financial statements which set outrelated party disclosures.

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

There are no significant material orders passed by the regulators/courts/tribunalswhich would impact the going concern status of the Company and its future operations.However the members' attention is drawn to the statement

on contingent liabilities and commitments in the notes forming part of the financialstatements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Clause (m) of Sub-Section (3) of Section 134 of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-VII.

HUMAN RESOURCES

Human Resource continued to be the central focus of Exide. The emphasis on the peopleof the organisation stems from the belief that human resource is the key factor inachieving success in business. The Company's Human Resources Philosophy continues to beguided by the four Pillars of Employee Efficiency Development Welfare and CultureBuilding.

Focus continued on talent management and leadership development. This year your Companyhad co-designed and rolled out for its leaders a one-year staggered leadership &strategy programme in collaboration with IIM-Calcutta. A cohort of 19 participants waschosen for the inaugural batch. Further under the umbrella of the "Exide LearningAcademy" and through our initiatives of "Exide Power"functional training development centres individual development planning e-learningup-skilling programmes were conducted. In line with our effort of culture building theCompany this year continued with "Exide Coaching Academy 2.0"to develop leaders as coaches through focused reinforcement role-modelling etc. Furthercultural pillars coined as "Exide Leadership Behaviours" have beencreated to enable change management in the organisation. With initiatives like the "FutureR&D programme" the Company has laid the foundation to build a healthypipeline of talent in the specialist areas of Research and Development.

Exide continues to drive performance through a quarterly evaluation process and acompetitive performance-based bonus for all its employees. The "You Did It"platform to publicly recognise and reward top performers continues to motivate ouremployees.

High-quality leadership talent has also been infused across all functions to build atalent pipeline. Besides your Company continued to strengthen its position as an "Employerof Choice" across premier B-school campuses and create a strong talent pool todrive the Company's future growth.

The Industrial Relations scenario continued to be positive across all our manufacturinglocations. During the year under review wage settlements were successfully carried out.Sustained efforts were made towards building a transformational work culture by adoptingindustry best practices of flexible manufacturing productivity enhancements totalquality management (TQM) workmen engagement plant trainee schemes quality circles etc.

The total number of employees of the Company as on 31st March 2020 was 5822.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and financial statements are being sent to Members and others entitled theretoexcluding the information on employees' particulars which are available for electronicinspection by the Members of the Company up to the date of the AGM. Any Member interestedin obtaining a copy may write to the Company Secretary. Further we confirm that there wasno employee employed throughout the financial year or part thereof who was in receipt ofremuneration in the financial year which in the aggregate is in excess of that drawn bythe Managing Director and Whole-time Directors and holds by himself or along with hisspouse and dependent children not less than two per cent of the equity shares of theCompany.

The Managing Director & CEO and Whole-time Directors of the Company have notreceived any remuneration or commission from any of the subsidiary companies.

Particulars of employees pursuant to Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedhereto and marked as Annexure - VIII.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Exide has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules under it. It is committed to providingequal opportunities without regard to their race caste sex religion colournationality disability etc. It has complied with provisions

relating to the constitution of an Internal Complaints Committee under the Act. TheInternal Committee (IC) consists of internal members and an external member who hasextensive experience in the field.

The Company had organised workshops and awareness programmes at regular intervals forsensitising employees on the issues and implications of workplace sexual harassment. Theseworkshops not only help create a safe and happy work environment to prevent any incidentsof such nature but also an awareness of legal laws. Employees from various functions inCorporate Marketing R&D and Projects were part of these workshops.

During the financial year 2019-20 one case of sexual harassment was reported to the ICin March 2020 and was pending at the end of the year. The investigation has since beencompleted and necessary action has been taken by the Company as on the date of thisreport. No complaint was pending for more than 90 days.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

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

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

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

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

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

FORWARD-LOOKING STATEMENTS

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

When used in this Report the words "anticipate" "believe""estimate" "expect" "intend" "will" and othersimilar expressions as they relate to the Company and/or its businesses are intended toidentify such forward-looking statements. The Company undertakes no obligation to publiclyupdate or revise any forward-looking statements whether as a result of new informationfuture events or otherwise. Actual results performance or achievements could differmaterially from those expressed or implied in such forward-looking statements. Readers arecautioned not to place undue reliance on these forward-looking statements that speak onlyas of their dates. This Report should be read in conjunction with the financial statementsincluded herein and the notes thereto.

ACKNOWLEDGEMENT

Your Directors would like to record their appreciation for the enormous personalefforts as well as the collective contribution of all the employees to the Company'sperformance. The directors would also like to thank the Company's customers employeeunions shareholders dealers suppliers bankers government agencies and allstakeholders for their co-operation and support to the Company and the confidence reposedon the management.

On behalf of the Board of Directors
Sd/- Sd/-
Bharat D Shah Gautam Chatterjee

Chairman

Managing Director & CEO

DIN: 00136969 DIN: 00012306
Date: 5th June 2020 Place: London Place: Kolkata

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