Amara Raja Batteries Ltd Directors Report.

Dear Members,

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

1. SUMMARY OF FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2020 is summarized below:

(Amount in Rs. crores)

Parameters Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from operations 6,839.46 6,793.11 6,839.17 6,793.11
Other income 55.05 46.77 55.05 46.77
Total income 6,894.51 6,839.88 6,894.22 6,839.88
Profit before tax 840.68 730.37 840.66 730.11
Less: Tax expense (including deferred tax) 179.86 246.88 179.86 246.88
Profit for the year 660.82 483.49 660.80 483.23
Total other comprehensive loss (9.40) (0.10) (9.40) (0.12)
Total comprehensive income for the year 651.42 483.39 651.40 483.11

Your Companys revenue from operations for the year grew to Rs.6,839.46 crores from Rs.6,793.11 crores last year registering a marginal growth. The net profit for the year grew to Rs.660.82 crores from Rs.483.49 crores in the previous year, registering a growth of 37%. The Earnings per share (EPS) for the year stood at Rs.38.69 per share, an increase of 37% compared to Rs.28.31 per share for the previous year.

Your Directors propose to transfer an amount of Rs.66.08 crores to the general reserve. An amount of Rs.3,085.42 crores is in the retained earnings.

2. PERFORMANCE REVIEW

Automotive battery business

The headwinds encountered by the automotive sector during second half of financial year 2018-19 continued through entire financial year 2019-20. Both four wheeler (4W) and two wheeler (2W) vehicle production experienced negative growth during 2019-20. This resulted in OEM business in both the application categories, declining in line with new vehicle production, though the share in respective OEMs was maintained. The performance in aftermarket business, however, remained strong with double digit growth in volumes. This growth was visible in both the 4W and 2W battery segments. Both Amaron and PowerZoneTM brands continued to make further inroads in markets across the Country supported by channel expansion initiatives, leading to incremental gain in market share. Addition of new brand and licensing in private label business, provided further fillip to the aftermarket business. The HUPS battery market is witnessing demand stagnation, in line with improvement of overall power situation in the Country. Our tubular battery business continued its growth, inspite of stagnancy in demand.

Your Companys export business continued its robust performance during the financial year 2019-20 as well. Initiatives taken in the immediate past years and the current year, started paying dividends during the year, ensuring a similar aggressive growth, as was witnessed in past years. The distribution channels have been further strengthened in focus markets such as Australia, Malaysia, Indonesia, Saudi Arabia etc. The sale of Amaron branded products in the premium segments of the markets accelerated further while PowerZoneTM and selective private labeled product range have complimented our product offering in these markets. The pandemic conditions were prevailing during the last quarter of the current financial year did affect the demand and the supply chain was disrupted but this had a marginal impact on the business in FY 2019-20. The Company is taking all measures to ensure safety of the employees and also to ensure minimal disturbance to operations due to the pandemic.

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

Industrial battery business

The Industrial Battery Business has improved its performance in financial year 2019-20 compared to previous year despite the year end sales getting impacted due to COVID19 pandemic. The volumes grew in all segments of the business barring telecom segment.

The overall battery potential for telecom segment continue to de-grew for the third year in a row by as much as 25%. As a result the Companys revenue from growth telecom segment also de-grew this year. However, due to Companys product performance and customer relationship management, Companys market share improved significantly during the year. Towards the second half of the year the Company regained its preferred supplier status at the Indias largest tower company.

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

Your Companys export business continued to show strong growth in regions like Middle East and Africa. During the year the South East Asian (SEA) sales were below expectations due to slow roll outs in telecom networks in Myanmar and Thailand. Your Companys Amaron Volt and Amaron Sleek became the preferred brands for the telecom customers in SEA and African markets. Amara Raja Batteries Middle East (FZE), a 100% subsidiary of your Company established to serve the Middle East markets commenced its business during the year to serve the local customers expeditiously. Similarly, the Company is actively considering expansion of operations in other regions to expand the International Business.

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

The UPS Business continue to grow on the back of a strong performance in the data centre market. The Quanta HWS series batteries were well established in this market and became a preferred battery for all the major UPS OEMs.

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

3. DIVIDEND

Your Board of Directors at the meeting held on May 15, 2019 amended the dividend distribution policy and approved dividend payout (excluding corporate dividend tax) to distribute upto 30% of the profit after tax of the Company. The amended Dividend Distribution Policy is available on the Companys website at https://www.amararajabatteries.com/

ii Investors/corporate-governance-policies During the year, your Directors approved 1st interim dividend of Rs.6 per equity share of Rs. each (600%) on November 9, 2019 and 2nd interim dividend of C5 per equity share of Rs. each (500%) on March 9, 2020.

The st and 2nd interim dividend(s) were paid to the 1 shareholders on November 29, 2019 and March 24, 2020 respectively. The total interim dividend paid (excluding corporate dividend tax) for the financial year ended March 31, 2020, aggregated to Rs.87.89 crores, a payout of 28.43% of the profit after tax of the Company for the financial year 2019-20.

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

4. FINANCIAL POSITION

The Companys financial position has shown immense improvement over the years. The net worth as at March 31, 2020 improved to Rs.3,655.61 crores with the net addition of H320.29 to other equity during the year.

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

A detailed analysis on the financial performance and financial position is provided in a separate section and forms an integral part of this report.

5. SUBSIDIARIES AND CONSOLIDATED FINANCIAL RESULTS i. Subsidiary Company

Amara Raja Batteries Middle East (FZE) (ARBME), a wholly owned subsidiary of the Company, reported a profit of Rs.0.06 crores for the year ended March 31, 2020.

ii. Consolidated Financial Results

In accordance with the provisions of the Companies Act, 2013 (‘the Act), Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Regulations) and applicable Accounting Standards, the audited consolidated financial statements (CFS) of the Company for the financial year 2019-20, together with Auditors Report thereon forms part of the Annual Report. A statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures is enclosed as "Annexure I" to this report.

In accordance with Section 136 of the Act, the financial statements of the subsidiary company will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company. The financial statements including the CFS, and all other documents required to be attached to this report and separate audited financial statements of the subsidiary i.e ARBME are available on Companys website at https://www. amararajabatteries.com/Investors/annual-reports/.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments affectingthe financial between the end of the financial this Report. You are requested to refer to the disclosure in Note 44 to the notes on financial statements on disclosure with regard to the impact of the COVID-19 pandemic on the operations and financial the Company.

7. PROMOTERS AND THEIR SHAREHOLDING

During the year, 31,15,500 equity shares of Rs. each constituting 1.82% of the paid up share capital of the Company held by Mangal Industries Limited (MIL) was transferred to RNGalla Family Private Limited (RFPL), pursuant to a scheme of arrangement between RFPL and MIL sanctioned by the Honble National Company Law Tribunal, Hyderabad.

Further, during the year, RFPL acquired 34,16,250 equity shares of Rs. each constituting 2% of the paid up share capital of the Company from M/s. Johnson Controls (Mauritius) Private Limited. As on March 31, 2020, RFPL holds 4,79,32,452 equity shares of Rs. each constituting 28.06% of the paid up share capital of the Company. RFPL is owned and controlled by the Galla Family headed by Dr. Ramachandra N Galla, Chairman of the Company.

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Directors

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

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

Dr. Ramachandra N Galla who was appointed as Director at the annual general meeting held on July 20, 2019, being the longest-serving Non-Executive Director on the Board, retires by rotation at the ensuing annual general meeting and being eligible offers himself for reappointment.

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

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

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

The necessary resolution(s) seeking your approval by ordinary/special resolution for appointment of aforesaid directors are included in the notice of the ensuing annual general meeting along with brief details and other necessary disclosures required under the Act and Regulations.

ii. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Jayadev Galla, Vice Chairman and Managing Director, Mr. S Vijayanand, Chief Executive Officer, Mr. Y Delli Babu, Chief Financial Officer and Mr. M R Rajaram, Company Secretary are the key managerial personnel of the Company.

9. AUDITORS

i. Statutory Auditors and their Report

The Auditors Report given by M/s. Brahmayya & Co., Chartered Accountants and M/s Deloitte Haskins & Sells LLP, Chartered Accountants, the joint Statutory Auditors, on the financial statements of the Company for the year ended March 31, 2020 forms part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark.

M/s. Brahmayya & Co., Chartered Accountants and M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as the joint statutory auditors at the Annual General Meeting held on August 14, 2015 for a term of five conclusion of the 30th annual general meeting till the conclusion of 35th annual general meeting.

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

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

ii. Cost Auditors and their Report

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules as amended from time to time, and accordingly such accounts and records are made R and maintained in the prescribed manner. Further, the said cost records are required to be audited and accordingly M/s. Sagar & Associates were appointed as cost auditors to audit the cost records for the financial year 2019-20. The cost audit report for FY 2018-19 was filed and the report for 2019-20 will be filed with Ministry of Corporate Affairs within the time limits prescribed under the Act.

Based on the recommendation of the Audit Committee, your Board has appointed M/s. Sagar & Associates, Cost Accountants, as cost auditors for the financial year 2020-21 to audit the cost records of the Company. Necessary resolution seeking your ratification year 2020-21 is included in the notice of the ensuing annual general meeting.

iii. Secretarial Auditors and their report

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to the Regulation 24A of the Regulations, the Company had appointed M/s. R. Sridharan & Associates, Company Secretaries to undertake the secretarial audit of the Company for the financial year 2019-20. The Secretarial Audit Report in Form MR-3 received from them is annexed herewith as "Annexure II".

10. BOARD AND ITS COMMITTEES

i. Independent Directors and their Declaration of independence:

As on March 31, 2020, Mr. N Sri Vishnu Raju, Mr. T R Narayanaswamy and Ms. Bhairavi Tushar Jani are the Independent Directors of the Company appointed pursuant to the provisions of Section 149 of the Act. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and the Regulations. There has been no change in the circumstances which may affect their status as an Independent Director during the year, which had been considered and taken on record by the Board.

All the independent directors have registered for lifetime in the database maintained with Indian Institute of Corporate Affairs (IICA) and a declaration in this regard was received from each of them. In the opinion of the Board, all the independent directors are persons of integrity and possesses the relevant expertise and experience (including the required under the Act and the Rules made thereunder.

ii. Number of Meetings of the Board

During the year, four (4) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meeting, attendance by the directors are given in the Corporate Governance Report forming an statements integral part of this report.

iii. Committees of the Board

In compliance with the provisions of Sections 135, 177, 178 of the Act and Regulation 21 of the Regulations, the Board constituted Corporate Social Responsibility Committee, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee (Committees). The details of composition of the Committees, their meeting and attendance of the members are given in the Corporate Governance Report forming an integral part of this report.

iv. Nomination and Remuneration Policy

The Board has on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy adopted by the Board is available on the Companys website at https://www.amararajabatteries.com/Investors/ corporate-governance-policies

v. Evaluation of the Boards performance

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

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, including any statutory modifications or re-enactment thereof for the time being in force, the Board of Directors of the Company confirm, to the best of their knowledge and belief, that in the preparation year of annual financial ended March 31, 2020:

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

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

iii) proper and sufficient maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations, subject to the inherent limitations that should be recognised in weighing the assurance provided by any such system of internal controls. These systems are reviewed and going basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The audit committee meets at regular intervals to review the internal audit function;

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

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

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

12. CORPORATE GOVERNANCE

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

The certificate from practicing company secretary regarding the compliance of conditions of corporate governance is attached to the report on corporate governance.

13. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Regulations, the Business Responsibility Report (BRR) initiatives taken from an environmental, social and governance perspective, is annexed hereto as "Annexure IV".

14. MANAGEMENT DISCUSSION AND ANALYSIS of Management discussion and analysis report, highlighting the performance and prospects of the Companys business is provided in a separate section and forms an integral part of care has been taken this report. for the

15. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014 in the prescribed form MGT-9 is annexed herewith as "Annexure V". Thesame is available on Companys website at https://www.amararajabatteries.com Investors/annual-general-meetings and updated on an on- 16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) has been an integral part of your Companys culture. The Company has associated itself through Rajanna Trust in philanthropic activities in the field of Education, Health, Environment and Rural Development. During the year, your Company has undertaken various CSR projects in the areas of education and rural development. The brief outline of the CSR Policy of the Company, the CSR initiatives/activities undertaken by the Company during the year and the details of composition of CSR committee are given in "Annexure VI" to this report in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014. The said policy is available on the Companys website athttps:// www.amararajabatteries.com/Investors/corporate-governance-policies

17. TRANSACTIONS WITH THE RELATED PARTIES

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. During the financial year 2019-20, there were no materially significant might be deemed to have had a potential material conflict with the interest of the Company at large.

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

The summary statement of transactions entered risk areas and adequacy of internal into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arms length basis and in the ordinary course of business.

The members at the annual general meeting held on August 7, 2017 approved and authorised the Board to enter into transactions with Mangal Industries Limited (MIL) upto a cumulative value of transactions of Rs.,000 crores in each financial year. During the financial year 2019-20, the transactions with MIL amounted to C877.33 crores, a material transaction under the Regulation 23 of the Regulations and the policy adopted by the Company under the said Regulations.

The Form AOC - 2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure VII" to this Report.

18. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has put in place adequate system of internal controls commensurate with its size and the nature of its operations. The Companys internal control system covers the following aspects:

• Financial propriety of business transactions.

• Safeguarding the assets of the Company.

• Compliance with prevalent statues, regulations, management authorisation, policies and procedures.

• ensure optimum use of available resources.

These regular basis. It has a budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Audit Committee of the Board periodically reviews audit plans, observations and recommendations of the internal and external auditors, with reference to the significant controls and keeps the Board of Directors informed of its observations, if any, from time to time.

19. RISK MANAGEMENT

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

During the year, the risk assessment parameters were reviewed. The risk management committee reviewed the elements of risk and the steps taken to mitigate the risks. In the opinion of the Board, there are no major elements of risk which has the potential of threatening the existence of the Company.

20. WHISTLE BLOWER POLICY /VIGIL MECHANISM

The Company has established a whistle blower policy/ vigil mechanism to provide an avenue to raise concerns. The mechanism provides for adequate safeguards against victimization of employees who avail of it and also for appointment of an Ombudsperson who will deal with the complaints received. The policy also lays down the process to be followed for dealing with the complaints and in exceptional cases, also provides for direct appeal to the Chairperson of the Audit Committee. The Whistle Blower Policy established by the Board is available on the Companys website at https://www.amararajabatteries.com/Investors/ corporate-governance-policies

21. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (HSE)

Your Company gives utmost importance to the employees health and safety, given the nature of the operations of the Company. Your Company believes that "a safe and healthy workplace not only protects employees from injury and illness, it elevates the employee morale". Your Company continues to be certified under ISO 14001:2015 and BS OHSAS 18001:2007 for its environment management systems and occupational health and safety management systems respectively. Your Company initiated steps, implemented latest fieldsof technologies in the renewable energy and green technology sectors and enhanced the installed capacity of solar roof top panels from 6.3 MW to 9.25 MW during the financial year 2019-20. During the year, all the manufacturing plants were certified under ISO 50001:2018 for its energy management systems, which helped your company to institutionalise the system requirements and conserve the energy.

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

23. OTHER DISCLOSURES

i. Share Capital

The paid up equity share capital of the Company as at March 31, 2020 stood at Rs.7.08 crores comprising of 170,812,500 equity shares of Rs. each. During the year under review, the Company has not issued shares with differential voting rights, employee stock options and sweat equity shares.

ii. Particulars of loans, guarantees and investments

The details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 as on March 31, 2020 are given in Note 39 to the standalone financial statements of the Company.

iii. Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as on March 31, 2020.

iv. Reporting of Frauds

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

v. Significant and material Regulators or Courts

There are no significant the Regulators or Courts which would impact the going concern status of the Company and its future operations.

vi. Compliance of Secretarial Standards

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

vii. Investor Education and Protection Fund (IEPF)

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

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

viii. Particulars of conservation of Energy,

Technology Absorption and Foreign Exchange Earnings and Outgo

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

ix. Particulars of Employees and Remuneration

The information required pursuant to Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as "Annexure IX."

A statement showing names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the said rules is also annexed to the Directors Report as "Annexure X". However, as per the provisions of Section 136(1) of the Act, the annual report is being sent to all the members excluding the aforesaid statement. The statement is inspection at the registered during working hours upto the date of 35th Annual General Meeting.

24. AWARDS AND RECOGNITIONS

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

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

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

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

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

• Received an Award for ‘Operational Excellence in Reverse Logistics at the 9th Edition Manufacturing Supply Chain Awards event held on March 4, 2020 at Mumbai.

• Received South Indias best exporter award for consistently high export business in the engineering industry from Engineering Export Promotion Council of India.

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

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

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

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

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

• Bestowed with prestigious ABK AOTS awards in following categories

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

ii. Awards received under Sustenance Category Level 1 for two wheeler battery plant, Chittoor.

25. INDUSTRIAL RELATIONS

During the year under review, industrial relations remained cordial and stable. The directors wish to place on record their sincere appreciation for the cooperation received from employees at all levels.

26. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to place on record their appreciation for the unstinted cooperation, commitment and dedication of all the employees of the Company and the support extended by the channel partners, customers, vendors, business associates, banks, government authorities and all concerned without which it would not have been possible to achieve all round growth of the Company.

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

On behalf of the Board of Directors

Dr. Ramachandra N Galla

Tirupati, May 30, 2020

Chairman