Directors Report of Eveready Industries India Ltd.

Mar 31, 2025

Your Directors are pleased to present the Annual Report, together with the
Audited Financial Statements of your Company for the financial year ended
31^st March 2025.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

Particulars	2024-25	2023-24
Revenue from Operations	1,343.92	1,314.16
Total Expenditure adjusted for increase/ decrease of stocks	1191.61	1,173.88
Profit from Operations before Other Income, Depreciation, Finance Costs and Tax	152.31	140.28
Other Income	1.47	2.89
Profit from Operations before Depreciation, Finance Costs and Tax	153.78	143.17
Depreciation	29.64	30.25
Interest and Exchange Fluctuation	25.69	32.31
Profit before Exceptional items and Tax	98.45	80.61
Profit before Tax	98.45	80.61
Provision for Tax	16.07	13.88
Profit after Tax	82.38	66.73
Balance carried forward to Balance Sheet	130.81	56.71

During the year under review, revenue from operations stood at '' 1343.92
Crore as against '' 1314.16 Crore in the previous financial year. The Company''s
Profit from Operations before Depreciation, Interest, and Tax (OPBDIT),
excluding Other Income, saw a rise of 8.6%, reaching '' 152.31 Crore compared
to '' 140.28 Crore in the previous year. After accounting for Depreciation
('' 29.64 Crore over '' 30.25 Crore last year) and Interest/ Exchange Fluctuation
charges ('' 25.69 Crore over '' 32.31 Crore last year), the Profit after Tax for
the year stood at '' 82.38 Crore, a substantial improvement from the previous
year''s profit of '' 66.73 Crore. Net accumulated profits reached '' 130.81 Crore.

DIVIDEND

Your Directors are pleased to recommend a dividend at the rate of '' 1.50 (30%)
per fully paid up equity share of face value of '' 5/- each, for the financial year
ended 31^st March 2025 (previous year- '' 1.00). The proposed dividend on
7,26,87,260 fully paid up equity shares of '' 5/- each, subject to the approval of
Members at the ensuing 90^th Annual General Meeting (AGM) scheduled to be
held on Tuesday, 5^th August 2025 will be paid on or after Saturday, 9^th August
2025. Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the shareholders effective April 1, 2020 and the Company is required
to deduct tax at source from dividend paid to the Members at prescribed rates
as per the Income Tax Act, 1961.

In terms of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, (''Listing Regulations'') as
amended, the Dividend Distribution Policy of your Company is available on
the website of the Company at https://www.evereadyindia.com/wp-content/
themes/eveready/pdf/dividend-distribution-policy.pdf.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the General Reserves
during the year under review.

OPERATIONS

Batteries: During the year under review, your Company has successfully
maintained the business momentum in batteries backed by a revitalized
portfolio, efficient distribution and sustained brand communication. The
underlying potential of the Indian market remains attractive. In per capita
consumption terms, the Company is far below international benchmarks at
our size of economy. As India benefits from sustained economic expansion, we
expect the requirement for convenient and portable power to see an increase
to global averages.

Within this, alkaline batteries are witnessing rapid adoption as the market
moves towards high drain devices with battery applications. Our brand refresh
last year around Eveready Ultima Pro and Eveready Ultima, has had a notable
positive impact, propelling the alkaline battery sales to a significant 65.3%
growth in Financial Year 2024-25 year-over-year. Consequently, the Company''s
volume market share in the alkaline battery category has substantially risen
to 14.8% in Financial Year 2024-25.

Your Company is strategically expanding its retail presence in key markets
to fuel consumption-driven growth. Growth in popularity of smart devices,
electronic gadgets, consumer appliances/ durables and deeper penetration of
internet services across India will support a higher share of alkaline batteries
in the market.

The business has sustained intensity of its advertising and promotional
activities. Brand ambassador, Mr. Neeraj Chopra continues to be associated
with your Company thus enhancing your Company''s perception and reach in
a competitive market.

The landscape of the battery market remained relatively stable during the
year under review, with the market share of major players largely unchanged.
Your Company continues to hold a dominant 53% value market share in the
overall battery market.

Your Company has planned for an outlay in a strategic investment of '' 180
Crore to establish greenfield facility at Jammu, which will have a production
capacity of 360 million units of alkaline batteries. This initiative marks the
first alkaline battery manufacturing plant in India and is aimed at enhancing
operational efficiencies and supporting the expansion of Eveready''s Ultima
Pro and Ultima ranges. The facility is being aimed for commissioning towards
the end of Financial Year 2025-26 and will eventually be developed into a
multi-product facility.

Flashlights: The Flashlight market in India is evolving with a clear shift towards
rechargeable solutions. Eveready, as a dominant player, is responding to this
change by launching innovative products with a focus on enhanced features,
durability, and addressing specific consumer needs like safety. While there
has been a decline in battery-operated flashlight portfolio, the rechargeable
offerings have more than offset the decline in battery-operated models in
Financial Year 2024-25 for your Company. Furthermore, the recently announced
Bureau of Indian Standards (BIS) mandate for flashlights is expected to curb
sub-standard practices within the unorganized sector, including imports. We
expect further consolidation in favour of organized players and your Company
would benefit from this development going forward.

For Financial Year 2024-25, your Company reported steady revenue growth in
both battery and flashlight segments, at 2.8% and 6.6% respectively. While the
growth in batteries was led by a recovery in zinc batteries and strong volume
momentum in the alkaline segment. Flashlight growth was propelled by a
mix change, favouring rechargeable solutions alongside innovative offerings.
EBITDA for battery and flashlights stood at '' 139.2 crore and '' 12.4 crore
respectively. Battery delivered margin improvement despite elevated raw
material costs and forex volatility and was driven by operational efficiencies
and better hedging strategy. Our ongoing investment in the Eveready brand
continued and is strategically aimed at augmenting our category leadership.

By integrating quality management processes, safety protocols, energy
conservation measures, and stringent cost control within the manufacturing
operations of these product categories, your Company achieved
greater efficiency.

Lighting & Electrical Products: Eveready has been gradually increasing
its presence in the Indian electrical and lighting products market, alongside
its well-established battery and flashlight businesses. Your Company''s
electrical and lighting division offers a diverse range of solutions catering to
both consumer and professional needs. Building on the strong association of
''Eveready'' and ''PowerCell'' with portable energy and lighting, these products
offer a natural brand expansion. Your Company is strategically leveraging its
established distribution infrastructure to facilitate growth in this segment.

Although the market holds vast potential and volumes remain healthy, the
category has consistently witnessed value erosion. We have broadened
your Company''s product portfolio and strengthened presence in alternative
channels like modern trade, e-commerce, and quick commerce to maintain
volume growth. This, combined with a sharp focus on luminaires and expanding
the electrical outlet channel has helped us maintain performance momentum
in a competitive market. Your Company has also scaled up the presence in
the Institutional Business segment of the lighting business. Your Company has
successfully participated in the projects like Kumbh Mela and NHAI tenders
with Company''s lighting products.

Some of the key products that stand out for your Company include and
LED Bulbs, Emergency LEDs, LED Panels, Luminaires, Industrial/ Outdoor
Lighting and Electrical Accessories among others. The focus in the electrical
and lighting sector is increasingly on energy-efficient LED technologies and
providing reliable, durable, and contemporary lighting solutions for various
applications. While General Trade and other alternate channels remain as
the key platform for distribution, your Company follows a dual distribution
strategy, encompassing the Electrical Outlet Division to drive the demand.

Revenue from Lighting & Electrical Products stood at '' 315.6 Crore, higher by
1.5% over previous year. We were just break-even at EBITDA level.

PROSPECTS

Eveready enters Financial Year 2025-26 with strong leadership in India''s battery
market, holding the largest share in volume terms. Your Company continues to
outperform a generally slow-paced category by sustaining growth across its
battery portfolio, particularly in the fast-expanding alkaline segment. Having
registered one of the highest growth rates in alkaline batteries, your Company
has solidified its position through a focused brand revamp that emphasizes
the performance and longevity attributes of its Ultima range. Looking ahead,
your Company intends to build on this momentum by leveraging its pan-India
distribution network and targeted brand communication to further expand
share in the alkaline category. The upcoming greenfield facility in Jammu,
dedicated to alkaline battery production, is expected to play a pivotal role
in not only enhancing market share but also improving efficiencies for the
overall business. As market dynamics evolve, Eveready remains committed to
innovation, brand strength, and operational scale to drive sustainable growth
in its battery franchise.

In the flashlights category, Eveready is positioned for renewed growth with
a strategic shift towards rechargeable offerings, which are increasingly
preferred by consumers for their convenience and durability. The Company''s
focus on functionality driven innovation has resulted in the launch of
differentiated products that have gained encouraging market acceptance.
This renewed product thrust is enabling the business to offset the decline in
conventional battery-operated models, ensuring overall category resilience.
Notably, the recently announced BIS mandate is expected to curb the influx of
sub-standard practices within the unorganized sectors including imports and
restore competitive balance for organized players. Eveready, with its strong
brand equity and expansive distribution footprint, is well placed to benefit
from this regulatory shift. The Company will continue to strengthen its position
in the rechargeable flashlight segment through focused marketing, product
upgrades, and deeper retail penetration.

In the lighting segment, Eveready continues to sharpen its presence through
portfolio expansion and multi-channel distribution. The Company has
significantly widened its SKU range, enabling better coverage across price
points and application segments. A dual-pronged distribution strategy -
comprising its established reach in general trade and a growing presence
in electrical outlets - positions Eveready well to address both mass-market
and premium consumers. Simultaneously, the business is making headway
in the institutional lighting space, offering customized solutions that cater to
enterprise and commercial needs. While the LED category has faced persistent
pricing pressure due to industry-wide value erosion, the underlying market
potential remains robust. Eveready believes that with the right combination
of brand strength, product depth, and channel alignment, it is well-placed to
capture incremental market share and increase the customer base.

FINANCE

Your Company maintained strong financial control through prudent working
capital management and operational efficiencies. The overall debt of the
Company marginally increased by '' 3.3 Crore to '' 288.5 Crore due to additional
funding for the green field project at Jammu. All financial commitments for
debt servicing and repayment were met promptly during the year.

SUBSIDIARIES, ASSOCIATES & CONSOLIDATED FINANCIAL
STATEMENTS

Your Company''s subsidiary at Hong Kong, Everspark Hong Kong Private
Limited registered a turnover of '' 0.59 Crore during the current year ('' 2.54
Crore during FY 2023-24) and a net profit of '' 0.06 Crore, during the year
under review.

Another subsidiary, Greendale India Limited did not register any revenue from
turnover during the current year (Nil during FY 2023-24). It did not register any
profit during the year under review.

A Statement in Form AOC -1 containing the salient features of the said
Companies is attached to the Financial Statements in a separate section and
forms part of this Report. The separate audited accounts of the said Companies
are available on the website of the Company. The Annual Report includes the
audited Consolidated Financial Statements, prepared in compliance with the
Companies Act, 2013 (''the Act'') and the applicable Accounting Standards, of
the subsidiaries. The Consolidated Financial Statements shall be laid before
the ensuing 90^th Annual General Meeting of the Company along with the
Standalone Financial Statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy formulated by your Company is available on the website of the
Company at https://www.evereadyindia.com/wp-content/themes/eveready/
pdf/csr-policy-14.pdf. The Annual Report on CSR Activities containing a brief
outline of the CSR Policy, the composition of the CSR Committee and requisite
particulars, inclusive of the initiatives taken, as well as the expenditure on CSR
activities, forms a part of this Report as Annexure 2.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 134(5) of the Act, the Board, to the
best of its knowledge and belief, confirms that:

1. the applicable accounting standards have been followed in preparation
of annual accounts for Financial Year ended 31^st March 2025 and proper
explanations have been furnished relating to material departures;

2. accounting policies have been selected and applied consistently and
prudent judgments and estimates have been made so as to give a true
and fair view of state of affairs of the Company at end of financial year
and of profit and loss of the Company for year under review;

3. proper and sufficient care has been taken for maintenance of adequate
accounting records in accordance with provisions of the Act for
safeguarding assets of the Company and for preventing and detecting
fraud and other irregularities;

4. the annual accounts for Financial Year ended 31^st March 2025 have been
prepared on a going concern basis;

5. internal financial controls are in place and that such financial controls
are adequate and operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Arundhuti Dhar [DIN: 03197285], Mr. Mahesh
Shah [DIN: 00405556] and Mr. Roshan L. Joseph [DIN: 02053857] were re¬
appointed as Independent Directors of the Company effective 21^st May, 2024,
27^th May, 2024 and 4^th October, 2024, respectively, by the shareholders of
the Company on 16^th May, 2024 through Postal Ballot. Mr. Bibek Agarwala
[DIN: 07267564], Chief Financial Officer and Key Managerial Personnel of the
Company was appointed as Whole Time Director of the Company designated
as Executive Director and Chief Financial Officer of the Company, for a period of
five years, effective 5^th August, 2024, by the shareholders of the Company on
22^nd October 2024 through Postal Ballot. Mr. Sharad Kumar [DIN: 10452849]
ceased to be Non-Executive Independent Director of the Company effective
close of business hours on 2^nd December 2024. Mr. Ashok Kumar Barat
[DIN: 00492930] was appointed as Non-Executive Independent Director of
the Company for a term upto three consecutive years commencing from
5^th February, 2025 by the shareholders of the Company on 8^th April, 2025
through Postal Ballot. Mr. Suvamoy Saha [DIN: 00112375] was re-appointed
as Managing Director of the Company for a period from 8^th March, 2025 till
30^th September, 2025 by the shareholders of the Company on 8^th April, 2025
through Postal Ballot.

Mrs. Tehnaz Punwani superannuated from the Company''s service and
ceased to be the Company Secretary effective close of business hours of
30^th November 2024. Mrs. Shampa Ghosh Ray was appointed as the Company
Secretary of the Company effective 1^st December 2024. Mr. Anirban Banerjee
was appointed as the Chief Executive Officer of the Company effective
10^th May 2025.

Requisite Notices have been received from Members proposing the
appointment/re-appointment(s) of the said Independent Directors.

Necessary declarations from Ms. Arundhuti Dhar, Mr. Mahesh Shah,
Mr. Roshan Louis Joseph and Mr. Ashok Kumar Barat stating that he/she
individually meets with the criteria of independence as prescribed have been
received. In the opinion of the Board, each of Ms. Arundhuti Dhar, Mr. Mahesh
Shah, Mr. Roshan Louis Joseph and Mr. Ashok Kumar Barat, has the requisite
integrity, expertise and experience and are eligible for their appointment/
re-appointment(s) as the case maybe. All the Independent Directors have
enrolled themselves on the Independent Directors Databank and have either
passed/exempted from the proficiency test/will undergo the online proficiency
self-assessment test within the specified timeline.

Dr. A C Burman [DIN: 00056216] and Mr. Arjun Lamba [DIN: 00124804]
will retire by rotation at the forthcoming Annual General Meeting and are
eligible, for their individual re-appointments. The necessary resolutions for
re-appointment forms part of the Notice convening the 90^th AGM scheduled
to be held on 5^th August 2025.

As required under the provisions of the Act and Listing Regulations, all
Independent Directors have confirmed that they meet the requisite criteria
of independence.

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

The Remuneration Policy is available on the website of the Company at https://
www.evereadyindia.com/wp-content/themes/eveready/pdf/remuneration-
policy.pdf. This policy for selection and appointment of Directors, Senior
Management and their remuneration, includes the criteria for determining
qualifications, positive attributes, independence of a Director and other
matters as required.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directors had
laid down the criteria and manner for evaluation of the performance of the
Board as a whole, the Directors individually as well as the evaluation of the
working of the Audit, Nomination & Remuneration, Stakeholders Relationship,
Corporate Social Responsibility and Risk Management Committees of the
Board. Annual Performance Evaluations as required have been carried out.
The statement indicating the manner in which formal annual evaluation of
the Directors (including Independent Directors), the Board and Board level
Committees is given in the Corporate Governance Report, which forms a part
of this Annual Report.

MEETINGS OF BOARD AND COMMITTEES

The details regarding the Meetings of the Board and its Committees are given
in the Corporate Governance Report which forms a part of this Report.

COMMITTEES OF THE BOARD

The details with respect to the compositions, powers, roles and terms of
reference etc. of relevant Committees of the Board of Directors are given in
the Corporate Governance Report which forms a part of this Annual Report.
All recommendations made by the Audit Committee during the year were
duly accepted by the Board and there were no instances of any disagreement
between the Committee and Board.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Act and pursuant
to shareholders approval at the 89^th Annual General Meeting held on 3^rd
August 2024, M/s Singhi & Co., Chartered Accountants, (Firm Registration
No. 302049E) had been re-appointed as Statutory Auditors of the Company
to hold office from the conclusion of the 89^th Annual General Meeting till the
conclusion of the 94^th Annual General Meeting of the Company. The Auditors
have confirmed that they comply with all the requirements and criteria and are
not disqualified to continue to act as Auditors of the Company.

There are no Audit Qualifications/Reservations/Adverse Remarks in the
Statutory Auditors Report. However, the Auditors have drawn attention of the
Members on the penalty imposed by Competition Commission of India (CCI) as
Emphasis of Matter in their report, the matter of which is covered elsewhere
in the Report and also in the Notes on Accounts. The Auditors have not come
across any instance of material fraud by the Company or in the Company by
its officers or employees during the year.

COST AUDITORS

Pursuant to Section 148 of the Act read with applicable rules, your Directors,
have appointed M/s. Mani & Co., Cost Accountants, (Registration No.
00004), (being eligible for the appointment), to audit the cost accounts of the
Company for the financial year ending 31^st March 2026. The remuneration
payable to the Cost Auditors for the said year is being placed for ratification
by the Members at the forthcoming Annual General Meeting. The Company
maintains necessary cost records as specified under Section 148 of the Act
in respect of the specified products.

Pursuant to Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit
of the Company for the financial year 2024-25 was conducted by M/s MKB
& Associates, a firm of Company Secretaries in Practice (Firm Reg No:
P2010WB042700). There are no Audit Qualifications/Reservations/ Adverse
Remarks in the Secretarial Audit Report as annexed elsewhere in this Annual
Report. The Secretarial Audit Report forms a part of this Report as Annexure 4.

Pursuant to Regulation 24A of the Listing Regulations, the Board has
recommended appointment of M/s MKB & Associates, a firm of Company
Secretaries in Practice (Firm Reg No: P2010WB042700), as the Secretarial
Auditor of the Company for a period of 5 (five) consecutive years from
FY 2025-26 to FY 2029-30. An appropriate resolution seeking approval of the
shareholders of the Company has been included in the Notice convening the
90^th Annual General Meeting. MKB & Associates has given their consent and
confirmed that they are not disqualified from being appointed as Secretarial
Auditors of the Company and satisfies the eligibility criteria.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company (with its inherent weaknesses),
work performed by the internal, statutory, cost and secretarial auditors and
external consultants specially appointed for this purpose, including audit of
internal financial controls over financial reporting by the statutory auditors,
and the reviews performed by management and relevant board committees,
including the Audit Committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and effective during the year ended
on 31^st March, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Act were given/made during the year under the review.

PARTICULARS OF CONTRACTS/ARRANGEMENTS/
TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered into, during the year under review were
on arm''s length basis, in the ordinary course of business, for the operational
and administrative benefits of the Company. There were no contracts/
arrangements/transactions with related parties which could be considered
as material and which may have a potential conflict with the interest of the
Company at large. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to
the Company for FY2024-25 and hence, does not form part of this Report. The
Related Party Transaction Policy of the Company is hosted on the Company''s
website at https://www.evereadyindia.com/wp-content/themes/eveready/
pdf/RPT-Policy.pdf.

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors of the Company is
entrusted with assisting the Board in discharging its responsibilities towards
management of material business risk (material business risks include but
is not limited to operational, financial, sustainability, compliance, strategic,
ethical, reputational, product quality, human resource, industry, legislative
or regulatory and market related risks) including monitoring and reviewing of
the risk management plan / policies in accordance with the provisions of SEBI
Listing Regulations. All material risks faced by the Company are identified and
assessed by the Risk Management Steering Committee and overseen by the

Risk Management Committee. For each of the risks identified, corresponding
controls are assessed and policies and procedures are put in place for
monitoring, mitigating and reporting the risks on a periodic basis. As on 31^st
March 2025, the Risk Management Committee comprised of Mr. Suvamoy
Saha as Chairman, Mr. Girish Mehta, Mr. Sourav Bhagat and Mr. Roshan L
Joseph as Members of the Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Directors have adopted a Vigil Mechanism/Whistle Blower Policy. The
Policy is hosted on the website of the Company at https://www.evereadyindia.
com/wp-content/themes/eveready/pdf/Whistle-Blower-Policy.pdf. None of
the Company''s personnel have been denied access to the Audit Committee.

ANNUAL RETURN

In accordance with Sections 92(3), 134(3)(a) of Act read with Rule 12 of the
Companies (Management and Administration) Rules 2014 (as amended) a
copy of the Annual Return of the Company is hosted on its website and can be
accessed at https://www.evereadyindia.com/wp-content/themes/eveready/
pdf/Annual-ReturnWebsite.pdf.

CEO AND CFO CERTIFICATION

In accordance with the provisions of the SEBI Listing Regulations, the Managing
Director and Executive Director & Chief Financial Officer of the Company have
submitted the relevant certificate for the year ended 31^st March, 2025 to the
Board of Directors.

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

The Competition Commission of India ("CCI") issued an Order dated 19^th April,
2018, imposing penalty on certain carbon zinc dry cell battery manufacturers,
concerning contravention of the Competition Act, 2002. The penalty imposed
on the Company was '' 171.55 Crore. The Company filed an appeal and stay
application before the National Company Law Appellate Tribunal, New Delhi,
(NCLAT) against the CCI''s said Order. The NCLAT vide its order dated 9^th
May, 2018, has stayed the penalty with the direction of depositing 10% of
the penalty amount within 15 days with the Registrar of the NCLAT which
has been duly deposited by your Company. Based on legal advice received
by your Company, it is believed that, given the factual background and the
judicial precedents, there are reasonable grounds on the basis of which the
NCLAT will allow the appeal and accordingly, the Company is hopeful for a
reduction of the quantum of penalty imposed. However, at this stage it is
not possible for your Company to quantify or make a reliable estimate of the
quantum of penalty that may be finally imposed on your Company. It may
be noted that a certain amount of penalty will be levied on the Company as
it had (along with other carbon zinc dry cell battery manufacturers) filed an
application under the Lesser Penalty Regulations under the Act. In terms of the
aforesaid legal advice, the Company has been advised that the matter should
be recognized as a contingent liability as defined under Ind-AS 37 and there
should be no adjustment required in the financial statements of the Company
in accordance with Ind-AS 10. Accordingly, pending the final disposal of the
appeal, the amount has been disclosed as contingent liability in the accounts
for the year under review

EMPLOYEE RELATIONS

The Company regards its workforce as one of its principal strengths. During the
year under review, relations with employees remained cordial and constructive.
The Board wishes to place on record its sincere appreciation for the dedication
and contributions of all employees to the Company''s performance. The
Company remains committed to a Human Resource Management philosophy
that emphasizes merit-based recognition and actively fosters the continuous
development of employee competencies. The actions undertaken during the
year were in alignment with and reflective of this guiding principle. The details
of the ratio of the remuneration of each director to the median employee''s
remuneration and other particulars and details of employees in terms of
Section 197(12) of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 thereof forms a part
of this Report as Annexure 3. The details of the employee''s remuneration as
required under the said section and Rule 5(2) & 5(3) of the said Rules forms a
part of this Report and are available at the Registered Office of the Company
during working hours before the Annual General Meeting and shall be made
available to any Member on request. None of the employees listed in the said
Annexure is related to any Director of the Company, in terms of the definition
of Relatives as provided in the Act.

MATERIAL CHANGES AND COMMITMENTS

There has been no material change and commitment, affecting the financial
performance of the Company which occurred between the end of the Financial
Year of the Company to which the financial statements relate and the date
of this Report.

OTHER DISCLOSURES

During the year under review:

a) There were nil cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Internal Complaints Committee constituted in terms of the said Act,
continues to be in place.

b) Your Company has not accepted any deposit from the public falling within
the ambit of Section 73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014.

c) There was no change in the share capital or the nature of business of the
Company. During the year under review, the Company has not issued any
shares with or without differential voting rights, granted stock options
or issued sweat equity shares.

d) An application under Section 9 of the Insolvency & Bankruptcy Code,
2016 has been filed before the Hon''ble National Company Law Tribunal
(NCLT) at Kolkata, for a claim of an alleged operational debt of '' 9.88
Crore, against the Company which has yet to be admitted by NCLT.
The said application has been filed as an afterthought and is a counter
claim to an application filed earlier by the Company before the NCLT at
Hyderabad, for a claim of an operational debt of '' 10.61 Crore against
the same party which has since been dismissed on technical grounds.
The Company has challenged the said dismissal. During the year under
review, the Company has filed its claim for damages against the same
party which is pending adjudication. The Company has been advised
that it has a good chance of success in the legal proceedings.

Further in accordance with the recent amendments made in Rule 8(5)
(xi) of Companies (Accounts) Rules, 2014 this is to confirm that as on
31^st March 2025, apart from the above, no application or any proceeding
is pending under the Insolvency and Bankruptcy Code, 2016 against
the Company.

e) During the year under review there was no instance of one-time
settlement with banks or financial institutions and hence the differences
in valuation as enumerated under Rule 8 (5)(xii) of Companies (Accounts)
Rules, 2014 do not arise. Further, this is to confirm that during the year
under review there were no changes in the nature of business carried
on by the Company or by any of its subsidiaries.

f) The Company is in compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India during the
financial year ended 31^st March 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND
REPORT ON CORPORATE GOVERNANCE

A Management Discussion and Analysis Report and a Report on Corporate
Governance are presented in separate sections, forming part of this
Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In terms of the Listing Regulations as amended, the Business Responsibility
& Sustainability Report is presented in a separate section, forming a part of
the Annual Report.

APPRECIATION

Your directors place on record their appreciation for the valuable co-operation
and support of its employees, customers, suppliers, value chain partners,
shareholders, investors, government authorities, financial institutions, banks
and other stakeholders.

For and on behalf of the Board of Directors

Suvamoy Saha Mohit Burman

Managing Director Director

(DIN: 00112375) (DIN: 00021963)

9^th May, 2025 Place: Kolkata Place: Mumbai

---

Mar 31, 2024

Your Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

Particulars	2023-24	2022-23
Revenue from Operations	1,314.16	1,327.73
Total Expenditure adjusted for increase/ decrease of stocks	1,173.88	1,217.64
Profit from Operations before Other Income, Depreciation, Finance Costs and Tax	140.28	110.09
Other Income	2.89	1.10
Profit from Operations before Depreciation, Finance Costs and Tax	143.17	111.19
Depreciation	30.25	27.39
Interest and Exchange Fluctuation	32.31	56.64
Profit before Exceptional items and Tax	80.61	27.16
Profit before Tax	80.61	27.16
Provision for Tax	13.88	7.03
Profit after Tax	66.73	20.13
Balance carried forward to Balance Sheet	56.71	(10.51)

Revenue from Operations for the year stood at '' 1,314.16 Crores as against '' 1,327.73 Crores in the previous financial year. Profit from Operations before Depreciation, Interest and Taxation (PBDIT) excluding Other Income was higher by 27.4% at '' 140.28 Crores (previous year - '' 110.09 Crores). With Depreciation of '' 30.25 Crores (previous year - '' 27.39 Crores), interest/ exchange fluctuation charge of '' 32.31 Crores (previous year - '' 56.64 Crores), Profit after Tax stood at '' 66.73 Crores for the year as against a Profit after Tax of '' 20.13 Crores in the previous year. Net accumulated profits stood at '' 56.71 Crores.

DIVIDEND

Your Directors are pleased to recommend a dividend at the rate of '' 1.00 (20%) per fully paid up equity share of face value of '' 5/- each, for the financial year ended March 31, 2024 (previous year - Nil). The proposed dividend on 7,26,87,260 fully paid up equity shares of '' 5/- each, subject to the approval of Members at the ensuing 89^th Annual General Meeting (AGM), will be paid to all eligible Members whose names appear in the Register of Members/ Register of Beneficial Owners on July 27, 2024, after necessary deduction of tax at source at the prescribed rates. In order to enable your Company to determine and deduct the appropriate TDS as applicable, Members are requested to read the instructions given in the Notes to the Notice convening the 89^th AGM, forming a part of this Annual Report and the communication available on the website of the Company.

DIVIDEND DISTRIBUTION POLICY

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) as amended, the Dividend Distribution Policy of your Company is available on the website of the Company at www.evereadyindia.com/wp-content/themes/ eveready/pdf/dividend-distribution-policy.pdf.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the General Reserves during the year under review.

OPERATIONAL REVIEW & STATE OF THE COMPANY''S AFFAIRS Batteries & Flashlights

The dry cell battery market remained by and large flat in the current year although the overall market remains poised for continued expansion in the coming years, driven by the need for reliable and sustainable sources of energy. Per capita consumption of batteries in India continues to remain quite low as compared to other developed countries and hence provide an opportunity for the market to grow.

The saliency and penetration of alkaline batteries continue to increase. The segment continues to grow as proliferation of smart devices and penetration of internet services is expected to drive the demand for alkaline battery market in India. Your Company has managed to gain share in the alkaline space on the back of revamped alkaline range of Eveready Ultima and this trend is expected to gain further momentum. Communication on alkaline batteries has also been ramped up with Neeraj Chopra, the Olympic gold medallist, having been inducted as the brand ambassador of your Company.

The market share position of the major players remained largely unaltered during the year under review, with your Company registering a 10 basis points improvement in overall battery share. The overall battery market share stood at 53.2% at the end of the year.

While the flashlight market in India has experienced growth, driven by the increasing demand for portable lighting solutions, the battery-operated segment has seen a faster than anticipated degrowth. However, your Company remains hopeful that gains in the rechargeable segment will compensate for the loss and provide growth at an overall category level. The Company''s design and development team continued to expand the range of new products with features and functionality as per market feedback. Your Company''s share of the battery operated flashlight market was estimated at upwards of 50%.

The overall revenue growth in the battery and flashlight segment remained flat on the back of slower demand in rural markets. Furthermore, the Company was trying to come out of the initial challenges posed out of the revamped route-to-market initiative, but benefits have started to accrue now. The batteries and flashlight segments had EBIDTA of '' 134.77 Crores and '' 14.48 Crores respectively. The EBIDTA margins in battery improved to 15.6% against 11.1% last year aided by lower raw material prices and a relatively stable exchange rate. Your Company continued to invest behind the iconic Eveready brand to accelerate its position in the industry. The flashlight segment also remained profitable despite flat revenue.

The manufacturing operations in these product categories continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Lighting & Electrical Products

Your Company has been present in lighting & electrical products business for quite some time now. These products offer a natural extension of its brands - Eveready and PowerCell, which are synonymous with portable energy and lighting. There are ready synergies within the existing distribution network of your Company for the range of products that this business segment offers. The Company is in the process of developing the entire portfolio of lighting solutions that goes into consumer homes.

Your Company''s business in lighting enjoys the advantage of a dual distribution set up via the general trade and the electrical channel. Your Company has also gained presence in emerging alternate channels. Although there are entrenched players in the vast market, your Company is confident of making a mark. The emphasis now is to shift business salience from basic products to premium ones. Your Company is also focusing on high potential institutional and professional lighting segments to elevate the performance momentum.

Net revenue from this business segment for the current year stood at '' 310.79 Crores and your Company is yet to break even at an EBIDTA level. It is expected that this category will be a growth lever for your Company as it aspires to move towards a higher value chain.

Prospects

Historically, battery category has seen very modest growth. In the medium term, the category is expected to grow low to mid single digit, both in volume and value terms. With an above-normal monsoon expected along with moderate inflation in the forthcoming season, your Company is hopeful to drive a consumption led growth. Strong domestic demand and revival in rural economy will further aid the revenue momentum. Your Company is in the process of rejuvenating its brand with the right approach and investment while optimizing the distribution network, with a focus on new growth areas. In the flashlights category, your Company is confident that its quality product offering, backed by a strong brand and easy availability will help deliver significant growth in the rechargeable flashlight segment and drive overall flashlight turnover. Your Company''s commitment to enhance the brand visibility and engage with consumers remain unwavering. Your Company will continue to build a strong consumer franchise offering quality products. Benefits from several initiatives including a revamped route-to-market will help sustain growth trajectory resulting in continued profitable growth.

The overall lighting market in India is poised for sustained growth, propelled by various growth drivers and the evolving needs of consumers and industry alike. Your Company has introduced a range of products in this category to expand its market presence. It aims to further strengthen its distribution network across general trade, modern trade and electrical channels. Your Company expects to augment its turnover through a range of new products and value premiumization to be able to achieve growth aspirations.

FINANCE

Tight control was kept over the finances of your Company through judicious working capital management and operational efficiencies. Your Company remains focused to reduce its borrowings and during the year under review, your Company has repaid '' 69.65 Crores of debt and the debt at the end of the year stood at '' 285.23 Crores. Your Company met its financial commitments in

servicing debt and repayment thereof in a timely manner. Capital expenditure program was fully met.

MATERIAL CHANGES AND COMMITMENTS

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

SUBSIDIARIES, ASSOCIATES & CONSOLIDATED FINANCIAL STATEMENTS

Your Company''s subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of '' 2.54 Crores during the current year ('' 5.49 Crores during FY 2022-23). It registered a net profit of '' 0.02 Crores, during the year.

Another subsidiary, Greendale India Limited did not register any revenue from turnover during the current year (Nil during FY 2022-23). It did not register any profit during the year.

A Statement in Form AOC -1 containing the salient features of the said Companies is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the said Companies are available on the website of the Company. The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, of the subsidiaries. The Consolidated Financial Statements shall be laid before the ensuing 89^th Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy formulated by your Company is available on the website of the Company at https://www.evereadyindia.com/wp-content/uploads/2022/03/ csr-policy-14.pdf. The Annual Report on CSR Activities to be included in the Report, containing a brief outline of the CSR Policy, the composition of the CSR Committee and requisite particulars, inclusive of the initiatives taken, as well as the expenditure on CSR activities, forms a part of this Report as Annexure 2.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors state that:

1. in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards had been followed with no material departures;

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

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

DIRECTORS

Mr. Sharad Kumar was appointed as an Additional Director of the Company in the capacity of Independent Director, effective January 8, 2024, to hold office up to the date of the next Annual General Meeting of the Company or up to a time period of three months from January 8, 2024, whichever is earlier, and also as an Independent Director of the Company not liable to retire by rotation, for a period of 3 (three) consecutive years effective January 8, 2024, subject to the approval of the shareholders of the Company. The appointment of Mr. Sharad Kumar as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 3 (three) consecutive years, effective January 8, 2024, was approved by the Members of the Company through Postal Ballot by means of voting through electronic means (Remote E-voting process), within a period of 3 months from the said date of appointment, in terms of the requirements of the Listing Regulations.

Ms. Arundhuti Dhar, Mr. Mahesh Shah and Mr. Roshan Louis Joseph were individually re-appointed as Independent Director(s) of the Company not liable to retire by rotation, to hold office for a period of 3 (three) consecutive years, effective May 21, 2024, May 27, 2024 and October 4, 2024, respectively, subject to the approval by the shareholders of the Company through Postal Ballot by means of voting through electronic means (Remote E-voting process). Notice of Postal Ballot dated April 11, 2024 was sent to the Members of the Company, seeking their approval for the above re-appointments through Postal Ballot by means of voting through electronic means (Remote E-voting process) and the Postal Ballot for the approval by the Members of the Company, is to be concluded on May 16, 2024.

Requisite Notices have been received from Members proposing the appointment/re-appointment(s) of the said Independent Directors.

Necessary declarations from Mr. Sharad Kumar, Ms. Arundhuti Dhar, Mr. Mahesh Shah and Mr. Roshan Louis Joseph that he/she individually meets with the criteria of independence as prescribed have been received. In the opinion of the Board, each of Mr. Sharad Kumar, Ms. Arundhuti Dhar, Mr. Mahesh Shah and Mr. Roshan Louis Joseph, has the requisite integrity, expertise and experience and are eligible for their appointment/re-appointment(s) as the case maybe. All the Independent Directors have enrolled themselves on the Independent Directors Databank and have either passed/exempted from the proficiency test/will undergo the online proficiency self assessment test within the specified timeline.

Mr. Utsav Parekh and Mr. Mohit Burman will retire by rotation at the forthcoming Annual General Meeting and are eligible, for their individual re-appointments.

On a Reference Application made by the Central Government to the Company Law Board (CLB) under Section 408 of the Companies Act, 1956, the CLB, by an order dated December 20, 2004 directed the Central Government to appoint three Directors on the Company''s Board for three years. As the CLB''s order

suffers from various legal infirmities, the Company, based on legal advice, has challenged this order of the CLB before the Hon''ble High Court at Calcutta, which has, by an interim order, stayed the operation of the CLB''s order. The stay is continuing.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

REMUNERATION POLICY

The Remuneration Policy is available on the website of the Company at https:// www.evereadyindia.com/wp-content/themes/eveready/pdf/remuneration-policy.pdf. This policy for selection and appointment of Directors, Senior Management and their remuneration, includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters as required.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of the performance of the Board as a whole, the Directors individually as well as the evaluation of the working of the Audit, Nomination & Remuneration, Stakeholders Relationship, Corporate Social Responsibility and Risk Management Committees of the Board. Annual Performance Evaluations as required have been carried out. The statement indicating the manner in which formal annual evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate Governance Report, which forms a part of this Annual Report.

MEETINGS

The Board meets regularly to discuss and decide on various matters as required. Due to business exigencies, certain decisions are taken by the Board through circulation from time to time. During the year, Four (4) Board Meetings were convened and held. Additionally, several committee meetings as well as Independent Directors'' meeting(s) were also held. The details of the Meetings are given in the Corporate Governance Report which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

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

EMPLOYEE RELATIONS

One of your Company''s key strengths is its people. Relations with employees remained cordial and satisfactory. Your Board would like to place on record its appreciation of employees for their contributions to the business. Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. The details of the ratio of the remuneration of each director to the median employee''s remuneration and other particulars and details of employees in terms of Section 197(12) of the Company''s Act, 2013 (the

Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 thereof forms a part of this Report as Annexure 3. The details of the employee''s remuneration as required under the said section and Rule 5(2) & 5(3) of the said Rules forms a part of this Report and are available at the Registered Office of the Company during working hours before the Annual General Meeting and shall be made available to any Member on request. None of the employees listed in the said Annexure is related to any Director of the Company, in terms of the definition of Relatives as provided in the Act.

STATUTORY AUDITORS

M/s Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E), who hold office as the Statutory Auditors of the Company, till the conclusion of ensuing 89^th Annual General Meeting (AGM) of the Company, complete their first term as the Statutory Auditors of the Company at the ensuing 89^th AGM.

In accordance with Section 139 of the Companies Act, 2013 (the Act) read with the Companies (Audit & Auditors) Rules, 2014, your Directors propose to re-appoint M/s Singhi & Co., Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of the 89^th AGM to the conclusion of the 94^th AGM of the Company at such remuneration, subject to the approval of the Members of Company at the forthcoming Annual General Meeting. M/s Singhi & Co., have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for their re-appointment.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 (the Act) read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors, have appointed M/s. Mani & Co., Cost Accountants, (Registration No. 00004), (being eligible for the appointment), to audit the cost accounts of the Company for the financial year ending March 31, 2025. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting. The Company maintains necessary cost records as specified under Section 148(1) of the Act in respect of the specified products.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2023-24 was conducted by M/s MKB & Associates, a firm of Company Secretaries in Practice (Firm Reg No: P2010WB042700). There are no Audit Qualifications/Reservations/ Adverse Remarks in the Secretarial Audit Report as annexed elsewhere in this Annual Report. The Secretarial Audit Report forms a part of this Report as Annexure 4.

AUDITORS'' REPORT

There are no Audit Qualifications/Reservations/Adverse Remarks in the Statutory Auditors Report. However, the Auditors have drawn attention of the Members on the penalty imposed by Competition Commission of India (CCI), the matter of which is covered elsewhere in the Report and also in the Notes on accounts.

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of the business operations. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on financial reporting in their Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 were given/made during the year under the review.

PARTICULARS OF CONTRACTS/ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

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

RISK MANAGEMENT

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

VIGIL MECHANISM

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

ANNUAL RETURN

The Annual Return in the prescribed format, in accordance with the Companies Act, 2013, forms a part of this Report and is available on the website of the Company at http://www.evereadyindia.com/investor-relations/pdf/annual return.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Competition Commission of India ("CCI") issued an Order dated April 19, 2019, imposing penalty on certain zinc carbon dry cell battery manufacturers, concerning contravention of the Competition Act, 2002 (The Act). The penalty imposed on your Company was '' 171.55 Crores. Your Company filed an appeal and stay application before the National Company Law Appellate Tribunal, New Delhi, (NCLAT) against the CCI''s said Order. The NCLAT vide its order dated May 09, 2019, has stayed the penalty with the direction of depositing 10% of the penalty amount within 15 days with the Registrar of the NCLAT which has been duly deposited by your Company. Based on legal advice received by your Company, it is believed that, given the factual background

and the judicial precedents, there are reasonable grounds on the basis of whicf the NCLAT will allow the appeal and accordingly, the Company is hopefu on adjudication upon the quantum of penalty imposed or remand to the CC for de novo consideration. However, at this stage it is not possible for you Company to quantify or make a reliable estimate of the quantum of penalty that may be finally imposed on your Company. It may be noted that a certair amount of penalty will be levied on the Company as it had also earlier filed ar application under the Lesser Penalty Regulations under the Act. In terms of the aforesaid legal advice, your Company has been advised that the matter shoult be recognized as a contingent liability as defined under Ind-AS 37 and there should be no adjustment required in the financial statements of the Company in accordance with Ind-AS 10. Accordingly, pending the final disposal of the appeal, the amount has been disclosed as contingent liability in the account! for the year under review.

Other than the aforesaid, there have been no significant and material order; passed by the Regulators, Courts or Tribunals which impact the going concerr status and Company''s operations in future.

OTHER DISCLOSURES

During the year under review:

a. There were nil cases filed pursuant to the Sexual Harassment of Wome at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee constituted in terms of the said Act continues to be in place.

b. Your Company has not accepted any deposit from the public fallin within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

d. There was no change in the Key Managerial Personnel of the Company.

e. An application under Section 9 of the Insolvency & Bankruptcy Code, 2016 has been filed before the Hon''ble National Company Law Tribunal (NCLT) at Kolkata, for a claim of an alleged operational debt of '' 9.88 Crores, against your Company. It appears that the said application has been filed as an afterthought and is a counter claim to a similar application filed earlier by your Company, before the NCLT at Hyderabad, for a claim of an operational debt of '' 10.61 Crores against the same party and is ex facie barred by law. The Company has been advised that the allegations in the application are devoid of any merit and is unlikely to succeed. Both the applications are yet to be admitted before the respective benches of the NCLT.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT & DIVIDEND DISTRIBUTION POLICY

In terms of the Listing Regulations as amended, the Business Responsibility & Sustainability Report is presented in a separate section, forming a part of the Annual Report.

For and on behalf of the Board of Directors S. Saha M. Burman

Kolkata Managing Director Director

April 26, 2024 (DIN: 00112375) (DIN: 00021963)

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Mar 31, 2022

Turnover for the year was lower by 3% over the previous financial year. Profit from Operations before Depreciation, Interest and Taxation (OPBDIT) excluding Other Income was lower by 46% at '' 120.28 Crores (previous year - '' 224.72 Crores). With Depreciation of '' 27.47 Crores (previous year - '' 27.23 Crores), Interest / Exchange Fluctuation charge of '' 48.03 Crores (previous year -'' 52.03 Crores) and a charge for Exceptional Items of '' Nil (previous year - '' 629.70 Crores), Profit after Taxation stood at '' 47.48 Crores for the year as against a Loss of '' 309.13 Crores in the previous year. Net accumulated losses stood at '' 31.98 Crores.

DIVIDEND

Your Directors do not recommend any dividend for the year under review due to unavailability of profits.

TRANSFER TO RESERVES

There was no transfer to General Reserves during the year under review. OPERATIONAL REVIEW & STATE OF THE COMPANY''S AFFAIRS Batteries & Flashlights

The battery category witnessed a decline in imports of poor quality products from China post implementation of BIS standards. However, there were

Your Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2022.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

'' Crores
Particulars	2021-22	2020-21
Revenue from Operations	1196.46	1236.94
Other Income from Operations	10.29	12.05
Total Revenue from Operations	1206.75	1248.99
Total Expenditure adjusted for increase/ decrease of stocks	1086.47	1024.27
Profit from Operations before Other Income, Depreciation, Finance Costs and Tax	120.28	224.72
Other Income	4.69	4.18
Profit from Operations before Depreciation, Finance Costs and Tax	124.97	228.90
Depreciation	27.47	27.23
Interest and Exchange Fluctuation	48.03	52.03
Profit before Exceptional items and Tax	49.47	149.64
Exceptional items	-	629.70
Profit/(Loss) before Tax	49.47	(480.06)
Provision for Tax	1.99	(170.93)
Profit/(Loss) after Tax	47.48	(309.13)
Balance carried forward to Balance Sheet	(31.98)	(77.97)

heightened imports in the Alkaline variant which grew at a 7-year CAGR of 16%. While this had a marginal impact on the demand for carbon zinc batteries, overall consumption demand remained muted. The category also witnessed significant shift between various types of batteries. As a result, the category volume and value both registered de-growth during the year.

The market share position of the major players remained largely unaltered during the year under review, with your Company''s share being estimated at 50%.

The flashlight market remained disturbed by proliferation of cheap imported flashlights of poor quality, mainly in the rechargeable type, by the unorganized market players which impacted organized players like your Company. Furthermore, demand was muted due to high inflation which resulted in lower volumes and turnover in comparison to the previous year.

Your Company''s share of the organized flashlight market was maintained at higher than 60%. However, this has to be seen in the perspective of large unorganized market, which is estimated to be equivalent to the size of the organized market.

The segments had EBIDTA of '' 140.16 Crores and '' 26.43 Crores respectively which was inferior to that of the previous year. While there were volume dips arising out of low demand as aforesaid, steep rise in input costs could not be fully passed on to the market, resulting in lower profitability. The battery category was also affected by the adverse impact of a depreciating rupee.

The manufacturing operations in these product categories continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Lighting & Electrical Products

Your Company has diversified to the marketing of electrical & lighting products for quite some time now. These products found excellent fit to its brands -Eveready and PowerCell, which are synonymous with portable energy and lighting. There was also synergy in these products with the existing distribution network of your Company. At the point of entry to this diversification initiative, the leading products were Compact Fluorescent Lamps (CFL) and General Lighting Service (GLS). However, since a few years back, the category experienced an almost complete shift towards the Light Emitting Diode (LED) bulbs which added a significant technology edge in comparison to the traditional CFL and GLS bulbs.

Your Company became part of this technology change which significantly enhanced the product basket being offered by it. After gaining reasonable success with LED bulbs, the Company is trying to address a growth path in LED based Luminaires - both in the consumer and professional lighting space. Initial feedbacks are encouraging and it should be able to chart growth in this category too.

While your Company''s distribution in general trade and modern retail provides a good platform to this category, expansion has been done to tap the exclusive electrical trade. Net sales from this category for the current year stood at '' 239.88 Crores and registered an EBIDTA loss of '' 3.89 Crores. It is expected that this category will provide significant turnover growth in the years to come.

Prospects

Battery volume was lower during the year as rising inflation led to muted demand. Furthermore, demand generated from battery operated gadgets and equipment like TV remotes, AC remotes, thermal scanners and oximeters moderated from a high demand in the previous year. The flashlight category was impacted by the continued proliferation of unorganized market products and cheap imports. Therefore, the categories did not register turnover growth during the year. The Lighting and Electrical segments was marginally impacted by supply constraints and disruptions due to lockdown restrictions during the earlier part of the year. All of this led to a lower turnover which alongwith sharp increase in input costs and weakening of the rupee resulted in lower profitability.

In the medium to long term, it is expected that battery demand will return to normalcy as economic conditions shows sign of improvement. Strategy on marketing and distribution would be augmented to supplement such demand. This, alongwith expectation of a near-normal monsoon in the forthcoming season should add fillip to the demand. The Company is confident that it will be able to capture growth in this market, riding on its obvious strengths of premium quality offering, brand and distribution. In respect of flashlights, the Company will continue its effort to bring this category under the purview of BIS standards to arrest the adverse impacts of cheap imports. Efforts to scale up rechargeable flashlight offerings at attractive price points shall also be pursued. The Company has initiated efforts to communicate with the consumer to maintain brand salience and would continue to do so. While the situation arising out of the steep inflation may cause short term disruptions in demand, the overall demand is likely to remain strong. The Government''s initiatives to make India self-reliant would also augur well for the domestic industry. As a consequence, both batteries and flashlights should show reasonable growth in FY 2022-23. The outlook on battery and flashlight categories thus remains positive.

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

FINANCE

Tight control was kept over the finances of your Company through judicious working capital management and operational efficiencies. Your Company remains focused to reduce its borrowings, which stood at '' 370.66 Crores at the end of the year. Your Company met its financial commitments in servicing debt and repayment thereof in a timely manner. Capital expenditure program was fully met.

MATERIAL CHANGES AND COMMITMENTS

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

SUBSIDIARIES, ASSOCIATES & CONSOLIDATED FINANCIAL STATEMENTS

Your Company''s subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of '' 5.10 Crores during the current year ('' 5.03 Crores during FY 2020-21). It incurred a profit of '' 0.03 Crore during the year.

Another subsidiary, Greendale India Limited did not register any revenue from turnover during the current year (Nil during FY 2020-21). It registered a profit of '' 0.34 Crore during the year.

Your Company''s associate, Preferred Consumer Products Private Limited, registered a turnover of '' 23.92 Crores during the current year ('' 5.30 Crores during FY 2020-21). It incurred a loss of '' 18.07 Crores during the year. However, your Company''s share of loss amounted to '' 1.37 Crores during the year.

A Statement in Form AOC -1 containing the salient features of the said Companies is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the said Companies would be available on the website of the Company. The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, of the subsidiaries and associate. The Consolidated Financial Statements shall be laid before the ensuing 87^th Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy formulated by your Company is available on the website of the Company (https://www.evereadyindia.com/wp-content/uploads/2022/03/ csr-policy-14.pdf). The Annual Report on CSR Activities to be included in the Report, containing a brief outline of the CSR Policy, the composition of the CSR Committee and requisite particulars, inclusive of the initiatives taken, as well as the expenditure on CSR activities, forms a part of this Report as Annexure 2.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors state that:

1. i n the preparation of the annual accounts for the financial year ended March 31,2022, the applicable accounting standards had been followed with no material departures;

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

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

DIRECTORS

Mr. Sourav Bhagat and Mr. Sunil Sikka have been appointed as Independent Directors for a period of five consecutive years effective January 28, 2021 and April 21, 2021, respectively at the 86^th Annual General Meeting of the Company.

Mr. Utsav Parekh and Mr. Girish Mehta have been appointed as Non-Executive Directors, effective January 28, 2021 and April 21, 2021, respectively at the 86^th Annual General Meeting of the Company.

Mr. Suvamoy Saha was appointed as a Joint Managing Director, effective August 10, 2021, at the 86^th Annual General Meeting of the Company. Subsequently, he was appointed as Managing Director effective March 8, 2022, subject to the approval of the Members. A Notice of Postal Ballot dated March 25, 2022, was sent to the Members, whose emails were registered with the Company/RTA/Depository Participants via electronic mode only seeking approval of the Members for the said appointment through remote e-Voting, during the period from Friday, April 1, 2022 to Saturday, April 30, 2022.

Mr. Aditya Khaitan and Mr. Amritanshu Khaitan, resigned from the Board of Directors of the Company, as Non-Executive Director and Chairman and as Managing Director of the Company, respectively, effective March 3, 2022, in view of the expression of interest from the Burman group by way of an open offer to the public shareholders of the Company and proposed acquisition and control, to enable the Company to benefit from new leadership and direction. The Board records its deepest appreciation of the valuable services rendered by Mr. Aditya Khaitan and Mr. Amritanshu Khaitan during their respective tenures on the Board.

Mr. Utsav Parekh will retire by rotation at the forthcoming Annual General Meeting and is eligible, for re-appointment.

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

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

KEY MANAGERIAL PERSONNEL OF THE COMPANY

As at March 31, 2022, the Key Managerial Personnel of the Company comprise of Mr. Suvamoy Saha, Managing Director, Mr. Bibhu Ranjan Saha and Mr. Indranil Roy Chowdhury, Joint CFOs and Mrs. Tehnaz Punwani, Company Secretary, in terms of Section 203 of the Act.

REMUNERATION POLICY

The Remuneration Policy is available on the website of the Company (https:// www.evereadyindia.com/wp-content/themes/eveready/pdf/remuneration-policy.pdf). This policy for selection and appointment of Directors, Senior Management and their remuneration, includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters as required.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of the performance of the Board as a whole, the Directors individually as well as the evaluation of the working of the Audit, Nomination & Remuneration, Stakeholders Relationship, Corporate Social Responsibility and Risk Management Committees of the Board. Annual Performance Evaluations as required have been carried out. The statement indicating the manner in which formal annual evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate Governance Report, which forms a part of this Annual Report.

MEETINGS

The Board meets regularly to discuss and decide on various matters as required. Due to business exigencies, certain decisions are taken by the Board through circulation from time to time. During the year, six (6) Board Meetings were convened and held. Additionally, several committee meetings as well as Independent Directors'' meeting(s) were also held. The details of the Meetings are given in the Corporate Governance Report which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

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

EMPLOYEE RELATIONS

One of your Company''s key strengths is its people. Relations with employees remained cordial and satisfactory. Your Board would like to place on record its appreciation of employees for their contributions to the business. Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. The details of the ratio of the remuneration of each Director to the median employee''s remuneration and other particulars and details of employees in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report as Annexure 3. The details of the employee''s remuneration as required under the said section and Rule 5(2) & 5(3) of the said Rules forms

a part of this Report and are available at the Registered Office of the Company during working hours before the Annual General Meeting and shall be made available to any Member on request. Such details are also available on your Company''s website. None of the employees listed in the said Annexure is related to any Director of the Company, in terms of the definition of Relatives as provided in the Act.

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants, (Firm''s Registration No. 302049E) have been appointed to hold office as Auditors of the Company, for a period of 5 continuous years from the conclusion of the 84^th Annual General Meeting till the conclusion of the 89^th Annual General Meeting of the Company.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 (the Act) read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors, have appointed M/s. Mani & Co., Cost Accountants, Registration No. 00004, Ashoka, 111 Southern Avenue, Kolkata 700 029, (being eligible for the appointment), to audit the cost accounts of the Company for the financial year ending March 31, 2023. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting. The Company maintains necessary cost records as specified under Section 148(1) of the Act in respect of the specified products.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2021-22 was conducted by M/s MKB & Associates, a firm of Company Secretaries in Practice. The Secretarial Audit Report forms a part of this Report as Annexure 4.

AUDITORS'' REPORT

There are no Audit Qualifications/Reservations/Adverse Remarks in the Statutory Auditors Report and in the Secretarial Audit Report as annexed elsewhere in this Annual Report. However, the Auditors have drawn attention of the Members on the penalty imposed by Competition Commission of India (CCI), the matter of which is covered elsewhere in the Report and also in the Notes on accounts.

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of the business operations. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on financial reporting in their Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS/ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

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

RISK MANAGEMENT

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

VIGIL MECHANISM

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

ANNUAL RETURN

The Annual Return in the prescribed format, in accordance with the Companies Act, 2013, forms apart of this Report and is available on the website of the Company (https://www.evereadyindia.com/wp-content/themes/eveready/ pdf/annual-return21 -22.pdf).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Competition Commission of India ("CCI") issued an Order dated April 19, 2019, imposing penalty on certain zinc carbon dry cell battery manufacturers,concerning contravention of the Competition Act, 2002 (The Act). The penalty imposed on your Company was '' 171.55 Crores. Your Company filed an appeal and stay application before the National Company Law Appellate Tribunal, New Delhi, (NCLAT) against the CCI''s said Order. The NCLAT vide its order dated May 09, 2019, has stayed the penalty with the direction of depositing 10% of the penalty amount within 15 days with the Registrar of the NCLAT which has been duly deposited by your Company. Based on legal advice received by your Company, it is believed that, given the factual background and the judicial precedents, there are reasonable grounds on the basis of which the NCLAT will allow the appeal and accordingly, the Company is hopeful on adjudication upon the quantum of penalty imposed or remand to the CCI for de novo consideration. However, at this stage it is not possible for your Company to quantify or make a reliable estimate of the quantum of penalty that may be finally imposed on your Company. It may be noted that a certain amount of penalty will be levied on the Company as it had also earlier filed an application under the Lesser Penalty Regulations under the Act. In terms of the aforesaid legal advice, your Company has been advised that the matter should be recognized as a contingent liability as defined under Ind-AS 37 and there should be no adjustment required in the financial statements of the Company in accordance with Ind-AS 10. Accordingly, pending the final disposal of the appeal, the amount has been disclosed as contingent liability in the accounts for the year under review.

Other than the aforesaid, there have been no significant and material orders

passed by the Regulators, Courts or Tribunals which impact the going concern

status and Company''s operations in future.

OTHER DISCLOSURES

During the year under review :

a. There were Nil cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee constituted in terms of the said Act, continues to be in place.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies(Acceptance of Deposits) Rules, 2014.

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

e. There is no application or proceeding pending under the Insolvency & Bankruptcy Code, 2016 against the Company.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY REPORT/ DIVIDEND DISTRIBUTION POLICY

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility Report is presented in a separate section, forming a part of the Annual Report. The Dividend Distribution Policy is available on the website of the Company (https://www.evereadyindia.com/wp-content/themes/eveready/pdf/ dividend-distribution-policy.pdf).

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Mar 31, 2018

The Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

Rs. Crores

Particulars	2017-18	2016-17
Revenue from Operations	1,451.95	1,353.81
Other Income	4.40	1.37
Total Revenue	1,456.35	1,355.18
Total Expenditure adjusted for increase/ decrease of stocks	1,351.00	1,221.88
Profit from Operations before Other Income, Depreciation, Finance Costs and Tax	105.35	133.30
Other Income	19.77	9.57
Profit from Operations before Depreciation, Finance Costs and Tax	125.12	142.87
Depreciation	19.24	14.93
Interest and Exchange Fluctuation	28.70	23.23
Profit before Tax	77.18	104.71
Provision for Tax	22.44	11.08
Profit after Tax	54.74	93.63
Balance carried forward to Balance Sheet	17.20	(37.74)

Net sales for the year were higher by 7% over the previous financial year. Profit before Depreciation, Interest and Tax (PBDIT) was lower by 21% at ‘105.35 Crores (previous year- Rs.133.30 Crores). There were no exceptional items (previous year- Nil). With depreciation of Rs.19.24 Crores (previous year Rs.14.93 Crores), an increase in interest / exchange fluctuation charge of Rs.28.70 Crores (previous year- Rs.23.23 Crores), Profit after Tax stood at Rs.54.74 Crores for the year as against a profit of Rs.93.63 Crores in the previous year. Net accumulated profits stood at Rs.17.20 Crores.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.50 per equity share on 7,26,87,260 fully paid up equity shares of face value of Rs.5/-each, being 30% on the paid up value of the equity shares of the Company for the year ended March 31, 2018 (previous year- Nil) which if approved at the ensuing Annual General Meeting will be paid to all eligible members whose names appear in the register of members on August 6, 2018 or appear as beneficial owners as per particulars furnished by the Depositories on July 28, 2018.

TRANSFER TO RESERVES

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

OPERATIONAL REVIEW & STATE OF THE COMPANY’S AFFAIRS

Batteries & Flashlights

The battery category was adversely impacted due to lower consumer offtake, de-stocking in trade channels in the run-up to Goods and Services Tax (GST) implementation and aftermath of the demonetization measure taken by the Government in the later part of last year. The market also continued to be disturbed by poor quality products imported from China at dumped prices. As a result, the category volume and value both remained flat during the year.

According to Company estimates, the market share position of the major players remained unaltered during the year under review, with your Company’s share being estimated at 50%.

The flashlight market remained disturbed by proliferation of cheap flashlights of poor quality by the unorganized and gray market players. Though introduction of GST created some amount of disincentive for these players, organized players like the Company could not take advantage of the same as high GST rates created turbulence in the market. Despite a 3% volume growth, turnover dipped by 5.1%.

Your Company’s share of the organized flashlight market was maintained at 70%. However, this has to be seen in the perspective of large unorganized market, which is estimated at the same size as the organized market.

The manufacturing operations in these product categories continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

With the manufacturing facility at Taratala, having been relocated to P4 Transport Depot Road, the vacant space has been handed over to Kolkata Port Trust during the year under review and your Company has received Rs.8.9 Crores towards its buildings and structures on the closed unit.

Operations at the manufacturing facility at Chennai were suspended from December 1, 2017, since the running of operations, were no longer economically viable, due to unjustified go slow tactics by the workers. This however had no impact on the operations of the Company, as supplies to the market were met by other units.

The manufacturing facility at Kolkata plant stood Champion in the 30th State level Quality Circle convention held by Confederation of Indian Industry (CII) and also received the Certificate of Merit on Safety, Health & Environment from CII.

Lighting & Electrical Products

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

At the point of entry to this diversification initiative, the leading products were Compact Fluorescent Lamps (CFL) and General Lighting Service (GLS). However, during the previous year, the category experienced an almost complete shift towards the Light Emitting Diode (LED) bulbs which added a significant technology edge in comparison to the traditional CFL and GLS bulbs. Your Company became part of this technology change which significantly enhanced the product basket being offered by it. After gaining reasonable success with LED bulbs, the Company addressed a growth path in LED based Luminaires and is now addressing a growth path in professional lighting. Initial feedbacks are encouraging and it should be able to chart growth in this category too.

While your Company’s distribution in general trade and modern retail provided a good platform to enter this category, expansion has been done to tap the exclusive electrical trade. Further expansion plans are being planned to tap electrical hubs for distribution of Luminaires. Your Company successfully serviced Energy Efficiency Services Ltd (EESL) tenders worth Rs.6.24 Crores -for supply of LED based luminaires - as part of the scheme to light up consumer homes at affordable prices.

Your Company continued to invest significantly towards brand building in the category during the year with a view to enhance brand salience.

Net sales from this category for the current year stood at Rs.344.40 Crores - and it is expected that this category will provide significant turnover growth in the years to come

Packet Tea

The packet tea business continued with its steady performance through leveraging of the distribution network of the Company. Current share of the market stands at 1 - 5 per cent in the various markets of the country. The business continues to be steady and profitable. While relatively small in the overall turnover, it provides an important option to distribution in many areas. Sales turnover for the current year stood at ‘71.70 Crores.

During the year under review, your Directors have approved of your Company to enter into a Share Purchase cum Shareholders Agreement with M/s. McLeod Russel India Ltd. (McLeod) to operate and manage Greendale India Ltd (formerly Litez India Ltd and currently the wholly owned subsidiary of the Company), as a joint venture company with each, your Company and McLeod holding 50% (fifty percent) shares of Greendale India Ltd. (Greendale), to carry out the packet tea business of the Company.

The said Share Purchase cum Shareholders Agreement envisages the purchase by McLeod, of 50% (fifty percent) of the Shares of Greendale from your Company and regulating the relationship between your Company and McLeod, as Shareholders in Greendale. Your Directors have also approved your Company to subsequently invest an amount of upto Rs.20.00 Crores in Greendale in one or more tranches as may be required, subject to approvals as may be necessary and to enter into an Asset Transfer/Assignment Agreement with Greendale for transfer of the relevant trademarks (valued at Rs.20.00 Crores) and other identified assets, if any, relating to the packet tea business of your Company to Greendale.

It is envisaged that with this measure, your Company and McLeod will bring their respective skills of marketing & distribution and tea plantation knowledge to focus and develop the packet tea business to a much higher level and that this alliance would enable your Company to upscale its FMCG operation.

Small Home Appliances

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

Net sales from this category for the current year stood at Rs.109.20 Crores and is expected to provide significant turnover growth in the years to come. Your Company successfully serviced Energy Efficiency Services Ltd (EESL) tenders worth Rs.7.80 Crores - for supply of fans - as part of the scheme to supply to homes at affordable prices.

Diversification of Product Portfolio

Your Company is committed to bringing new products to its selling basket with a view to improve turnover and profitability. Towards this, your Company diversified its product portfolio into a new product range of confectionery products through its brand ‘Jollies’. In the first phase, Jollies has been launched in the fruit chew segment, close to the end of the year. Your Company believes that the fast growing fruit chew segment will double in the next 3-4 years and expects to become a significant player in this segment by making this underpenetrated category available across urban and rural India through its robust deep distribution network. Your Company is working on an asset light model and believes it can add significant turnover and profitability with entry into this segment.

Close to the end of the year, your Company has also agreed to enter into a Joint Venture with Universal Wellbeing Pte. Ltd. to engage in the business of manufacturing/importing and marketing of fast moving consumer goods (FMCG) in India. Your Company shall acquire 30% shares of the Joint Venture Company to be newly incorporated for the same. Balance 70% shall be acquired by Universal Wellbeing Pte. Ltd.

Universal Wellbeing is one of the leaders in the FMCG market in South East Asia with active presence in several countries. It is part of the Wings Group of Indonesia. It develops, manufactures and sells a wide variety of products in fabric and household care, personal care, skincare and foods & beverages.

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

Prospects

The introduction of Goods and Services Tax (GST) during the year, initially resulted in de-stocking in trade channels which impacted turnover. Though Company turnover did grow in the subsequent quarters driven mainly by the Lighting and Appliance categories, the segments of batteries and flashlights got affected due to high GST rates. While the rates got eased out during the end of the third quarter, the overall turnover for these two categories remained flat. Coupled with high employee costs, higher advertising and promotional spends, higher distribution costs and few other charges, the results for the year was much inferior to that of the previous year.

However, in the medium to long term, introduction of GST is expected to have a positive impact on the economy, thereby augmenting demand, which will be beneficial to the Company. Additionally, it is anticipated that the GST regime will bring in higher degree of tax compliance in the country. The battery and flashlight categories, bear the impact of non-compliance with tax laws by unorganized part of the market - either through undervalued dumped imports from China for batteries or gray market local operators in the flashlights market. It is expected that the GST regime will bring such elements into its net thereby eliminating the unfair gap in the pricing structure with tax compliant organizations. As a consequence, both batteries and flashlights should show reasonable growth in 2018-19. The Bureau of Indian Standards (BIS) has in April 2018 issued mandatory quality standards for dry cell batteries being marketed in India. This will come in full effect from October 2018 as a 6-month period has been allowed for compliance. It is expected that the dumped imports from China may not be able to comply with these standards. Subject to effective administration at the ports of entry by concerned authorities, volumes of such imports may decrease - to the benefit of organized players. This, along with projections for a near-normal monsoon in the forthcoming season, should add fillip to the demand. The Company is also confident that it will be able to capture growth in this market, riding on its obvious strengths of premium quality offering, brand and distribution. The outlook on battery and flashlight categories thus remains positive.

Prospects are promising in the Lighting & Electrical products category. This business has become a key focus area and an avenue for growth. As mentioned earlier, the market has now almost entirely shifted from CFL to LED bulbs and Luminaires. LED bulbs and LED based Luminaires with higher margins now constitute more than 80% of the category turnover and these will be the growth drivers for the category and the overall business of the Company. This range of new generation lights have been very well accepted by the market and will enhance the Company’s efforts towards a fruitful diversification. The outlook is thus upbeat - with potential for both growth and profitability.

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

Growth is also expected from the recently launched category of Confectioneries under the ‘Jollies’ brand - leveraging the existing FMCG distribution network of the Company.

FINANCE

Tight control was kept over the finances of your Company. Despite pressure on Working Capital necessitated due to scaling up of business, your Company could contain finance cost through judicious working capital management and operational efficiencies. Your Company remains focused to reduce its borrowings, which stood at Rs.246.06 Crores at the end of the year.

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

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2018 to which the financial statements relate and the date of this Report.

SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

Your Company’s subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of Rs.42.47 Crores during the current year ( Rs.46.66 Crores during FY 2016-17). However, it did not earn any profits during the year.

Another subsidiary, Greendale India Limited (formerly Litez India Ltd.) registered a turnover of Rs.0.12 Crores during the current year ( Rs.2.16 Crores during FY 2016-17). It incurred a loss of Rs.1.43 Crores during the year.

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

These documents shall be kept open for inspection at the Registered Office of the Company and of the subsidiaries concerned during working hours before the Annual General Meeting and shall be made available to any Member on request.

The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, of the applicable subsidiaries. The Consolidated Financial Statements shall be laid before the ensuing 83rd Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy formulated by your Company is available on the website of the Company (http://www.evereadyindia.com/investor-relations/pdf/csr-policy-14. pdf). This policy, encompasses the Company’s philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large. The Annual Report on CSR activities to be included in the Report, containing the composition of the CSR Committee, disclosure of the contents of the CSR Policy and the initiatives taken, as well as the expenditure on CSR activities, forms a part of this Report as Annexure 2.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors state that :

1. i n the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed with no material departures;

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

3. t he Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

DIRECTORS

Mr. Aditya Khaitan will retire by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Amritanshu Khaitan has been re-appointed as Managing Director for a period of five years effective May 5, 2017 at the 82nd Annual General Meeting of the Company.

Mr. Ajay Kaul has been appointed as an Independent Director for a period of five years effective May 30, 2017 at the 82nd Annual General Meeting of the Company.

In terms of Regulation 17(1A) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, recently notified and effective from April 1, 2019, the continuation of the directorship of Mr. B. M. Khaitan, who has already attained the age of 75 years is recommended for the approval of the shareholders at the forthcoming Annual General Meeting.

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

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

REMUNERATION POLICY

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

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination &, Remuneration and Stakeholders Relationship and Corporate Social Responsibility Committees. Annual Performance Evaluations as required, have been carried out. The statement indicating the manner in which formal annual evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate Governance Report, which forms a part of this Annual Report.

MEETINGS

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

COMMITTEES OF THE BOARD

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

EMPLOYEE RELATIONS

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

Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. Long-term wage settlements were signed for factories at Maddur & Haridwar.

The details of the ratio of the remuneration of each director to the median employee’s remuneration and other particulars and details of employees in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure 3. The details of the employee’s remuneration as required under the said section and Rule 5(2) & 5(3) of the said Rules forms a part of this Report and are available at the Registered Office of the Company during working hours before the Annual General Meeting and shall be made available to any Member on request. Such details are also available on your Company’s website. None of the employees listed in the said Annexure is related to any Director of the Company, in terms of the definition of Relatives as provided in the Act.

STATUTORY AUDITORS

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

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors, have appointed M/s. Mani & Co., Cost Accountants, Registration No. 00004, Ashoka, 111 Southern Avenue, Kolkata 700 029, (being eligible for the appointment), to audit the cost accounts of the Company for the financial year ending March 31, 2019. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2017-18 was conducted by M/s MKB & Associates, a firm of Company Secretaries in Practice. The Secretarial Audit Report forms a part of this Report as Annexure 4.

AUDITORS’ REPORT

There are no Audit Qualifications/Reservations/Adverse Remarks in the Statutory Auditors Report and in the Secretarial Audit Report as annexed elsewhere in this Annual Report. However, the Auditors have drawn attention of the Members on the penalty imposed by Competition Commission of India (CCI), the matter of which is covered elsewhere in the Report and also in the Notes forming part of the financial statements.

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of the business operations. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on financial reporting in their Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES

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

RISK MANAGEMENT

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

VIGIL MECHANISM

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 forms a part of this Report as Annexure 5.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Competition Commission of India (CCI) issued an Order dated April 19, 2018, imposing penalty on certain zinc carbon dry cell battery manufacturers, concerning contravention of the Competition Act, 2002 (The Act). The penalty imposed on your Company was Rs.171.55 Crores. Your Company filed an appeal and stay application before the National Company Law Appellate Tribunal, New Delhi, (NCLAT) against the CCI’s said Order. The NCLAT vide its order dated May 09, 2018, has stayed the penalty with the direction of depositing 10% of the penalty amount within 15 days with the Registrar of the NCLAT and the same has been duly deposited by your Company.

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

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

Other than the aforesaid, there have been no significant and material orders passed by the Regulators, Courts or Tribunals which impact the going concern status and Company’s operations in future.

OTHER DISCLOSURES During the year under review :

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY REPORT/DIVIDEND DISTRIBUTION POLICY

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is presented in a separate section as well as the Dividend Distribution Policy are presented in separate sections, forming part of the Annual Report.

For and on behalf of the Board of Directors

Kolkata B. M. Khaitan

May 29, 2018 Chairman

---

Mar 31, 2017

The Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2017.

FINANCIAL RESULTS

The Financial Results of the Company are summarized below:

Rs. Crores

Particulars	2016-17	2015-16*
Net Sales	1,353.81	1,322.51
Other Income from operations	1.37	1.12
Total Income from Operations	1,355.18	1,323.63
Total Expenditure adjusted for increase/decrease of stocks	1,221.88	1,201.50
Profit from Operations before Other Income, Depreciation, Finance Costs and Tax	133.30	122.13
Other Income	9.57	7.77
Profit from Operations before Depreciation, Finance Costs and Tax	142.87	129.90
Depreciation	14.93	13.90
Interest and Exchange Fluctuation	23.23	30.35
Profit before Tax	104.71	85.65
Provision for Tax	11.08	16.57
Profit after Tax	93.63	69.08
Balance carried forward to Balance Sheet	(37.74)	(121.84)

*The Company adopted Ind AS from April 1, 2016 and accordingly, the financial results of the previous year has also been restated in accordance with Ind AS 101 - First-time adoption of Indian Accounting Standards, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and other accounting principles generally accepted in India. (Refer explanation (b) to first time Ind AS adoption reconciliation attached to the financial statements).

Net sales for the year were higher by 2% over the previous financial year. Profit before Depreciation, Interest and Tax (PBDIT) was higher by 9% at Rs.133.30 Crores (previous year- Rs.122.13 Crores). There were no exceptional items (previous year-Nil). With depreciation of Rs.14.93 Crores (previous year- Rs.13.90 Crores) and a decrease in interest / exchange fluctuation charge of Rs.23.23 Crores (previous year- Rs.30.35 Crores), Profit after Tax stood at Rs.93.63 Crores for the year as against a restated profit of Rs.69.08 Crores in the previous year. Net accumulated losses stood at Rs.37.74 Crores, after adjustments, which includes the goodwill amount of Rs.478.50 Crores, lying in the books, as at March 31, 2015, against the General Reserves and retained earnings, in terms of Ind AS 38.

DIVIDEND

In terms of Section 123 of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2015, the Company is unable to declare any dividend as there are net accumulated losses as stated above.

Accordingly, your Directors do not recommend any dividend for the year ended March 31, 2017.

TRANSFER TO RESERVES

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

OPERATIONAL REVIEW & STATE OF THE COMPANY''S AFFAIRS Batteries & Flashlights

The battery category was adversely impacted due to lower consumer off-take and de-stocking in trade channels post demonetization, announced by the Government during the latter part of the year. The market also continued to be disturbed by poor quality products imported from China at dumped prices. As a result, the category volume and value both remained flat during the year.

The market share position of the major players remained unaltered during the year under review, with your Company''s share being estimated at 50%.

The flashlights market remained disturbed by proliferation of cheap flashlights of poor quality by the unorganized and gray market players. However, in a heartening turnaround, the category could overcome the adverse impact of demonetization and registered a robust volume growth during the last quarter of the year, resulting in an overall growth of 4% for the year. Turnover however de-grew by 4.8% due to rationalization of MRPs, necessitated to overcome the adverse impacts mentioned above.

Your Company''s share of the organized flashlight market was maintained at 70%. However, this has to be seen in the perspective of a large unorganized market, which is estimated at the same size as the organized market.

The manufacturing operations in these product categories continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Operations at the manufacturing facility at Assam, commenced on February 23, 2017. This project will provide tax reliefs applicable to the area.

Lighting & Electrical Products

Your Company had diversified to the marketing of electrical & lighting products in the recent past. These products found excellent fit to its brands-Eveready and PowerCell, which are synonymous with portable energy and lighting. There was also synergy in these products with the existing distribution network of your Company.

At the point of entry to this diversification initiative, the leading products were Compact Fluorescent Lamps (CFL) and General Lighting Service (GLS). However, during the previous year, the category experienced a major shift towards the Light Emitting Diode (LED) bulbs which added a significant technology edge in comparison to the traditional CFL and GLS bulbs. Your Company became part of this technology change which significantly enhanced the product basket being offered by it. After gaining reasonable success with LED bulbs, it is now addressing a growth path in LED based Luminaires. Initial feedbacks are encouraging and it should be able to chart growth in this category too.

While your Company''s distribution in general trade and modern retail provided a good platform to enter this category, expansion has been done to tap the exclusive electrical trade. Further expansion plans are being planned to tap electrical hubs for distribution of Luminaires. Your Company successfully serviced Energy Efficiency Services Ltd (EESL) tenders worth Rs.46.50 Crores - for supply of LED bulbs and LED Tubelights as part of the scheme to light up consumer homes at affordable prices.

Your Company continued to invest significantly towards brand building in the category during the year with a view to enhance brand salience.

Net sales from this category for the current year stood at Rs.299.17 Crores - and it is expected that this category will provide significant turnover growth in the years to come.

Small Home Appliances

Your Company continues to be committed to bringing new Products to its selling basket with a view to improving turnover and profitability. Towards this, your Company launched a range of ceiling fans and appliance products, namely, Mixer Grinders, Irons, Room Heaters, Juicer Mixer Grinders, Water Heaters, Induction Cookers, Sandwich Makers among many others. It has also launched a range of Air Purifiers to augment the portfolio.

Net sales from this category for the current year stood at Rs.39.91 Crores and is expected to provide significant turnover growth in the years to come.

Packet Tea

The packet tea business continued with its steady performance through leveraging of the distribution network of the Company. Current share of the market stands at 1 - 5 per cent in the various markets of the country. Sales turnover for the current year stood at Rs.68.73 Crores.

During the latter part of the year under review, your Directors had authorized initiation of a suitable re-organization of the packet tea operations in order to provide greater focus to this category. Your Directors have now decided that the Company would initiate discussions with McLeod Russel India Limited (McLeod) (the world''s largest tea plantation Company in private sector), for participating in a joint venture as a strategic business partner for development of the packet tea business through a separate entity. It is envisaged that with this measure, the Company and McLeod will bring their respective skills of marketing & distribution and tea plantation knowledge to focus and develop the packet tea business to a much higher level and that this alliance will enable the Company to upscale its FMCG operation.

Prospects

The effect of demonetization impacted consumer demand, especially in the rural segment. However, various counter measures adopted by the Government to ease the money flow situation and steps taken to encourage non-cash transactions, restored normalcy to markets by the year-end. Thus the impact on your Company''s turnover on this count, during the year, was a one-time occurrence.

Introduction of the Goods and Services Tax (GST) in the near future is expected to have a positive impact on the economy, thereby augmenting demand, which will be beneficial to your Company. Additionally, it is anticipated that the GST regime will bring in higher degree of tax compliance in the country. The battery and flashlight categories, bear the impact of non-compliance with tax laws by unorganized part of the market - either through undervalued dumped imports from China for batteries or gray market local operators in the flashlights market. It is expected that the GST regime will bring such elements into its net thereby eliminating the unfair gap in the pricing structure with tax compliant organizations. As a consequence, both batteries and flashlights should show reasonable growth in 2017-18. This, alongwith projections for a near-normal monsoon in the forthcoming season, should add fillip to the demand. Your Company is also confident that it will be able to capture growth in this market, riding on its obvious strengths of premium quality offering, brand and distribution. The outlook on battery and flashlight categories thus remains positive.

Prospects are promising in the Lighting & Electrical products category. This business has become a key focus area and an avenue for growth. As mentioned before, the market is currently going through a demand shift from CFL to LED bulbs. The lower margin CFL bulbs now forms a small percentage of the category. LED bulbs and LED based Luminaires with higher margins now constitute more than 70% of the category turnover and these will be the growth drivers for the category and the overall business of your Company. This range of new generation lights have been very well accepted by the market and will enhance your Company''s efforts towards a fruitful diversification. The outlook is thus upbeat - with potential for both growth and profitability.

Growth will also come from the newly launched product segment of appliances. Though at a nascent stage, initial market response and results have been encouraging.

FINANCE

Tight control was kept over the finances of your Company. Your Company could reduce its finance cost by 24% through judicious working capital management and operational efficiencies. Your Company remains focused to reduce its borrowings, which stood at Rs.195.81 Crores at the end of the year.

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

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2017 to which the financial statements relate and the date of this Report.

SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

Your Company''s subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of Rs.46.66 Crores during the current year (Rs. 39.43 Crores during FY 2015-16). However, it did not earn any profits during the year.

Another subsidiary, Greendale India Limited (formerly Litez India Ltd.) registered a turnover of Rs.2.16 Crores during the current year (Rs.0.03 Crores during FY 2015-16). It earned a marginal profit of Rs.0.02 Crores during the year.

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

The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, of the applicable subsidiaries. The Consolidated Financial Statements shall be laid before the ensuing 82nd Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors state that :

1. in the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards had been followed with no material departures;

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

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

DIRECTORS

Mr. Brij Mohan Khaitan will retire by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Suvamoy Saha has been re-appointed as Whole-time Director for a further period of five years effective March 22, 2017, subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Mr. Amritanshu Khaitan has been re-appointed as Managing Director for a period of five years effective May 5, 2017, subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Mr. Ajay Kaul was appointed as Additional Director of the Company in the capacity of Independent Director and subject to the approval of the shareholders at the forthcoming Annual General Meeting, also as an Independent Director of the Company, not liable to retire by rotation, for a period of five consecutive years with effect from May 30, 2017.

Requisite notice in writing under Section 160 of the Act, along with the requisite deposit has been received for the appointment of Mr. Kaul. Necessary declaration from Mr. Kaul that he meets the criteria of independence as prescribed, has also been received.

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

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination &, Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters as required. The Remuneration Policy forms a part of this Report as Annexure 3.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders Relationship and Corporate Social Responsibility Committees. Annual Performance Evaluations as required, have been carried out. The statement indicating the manner in which formal annual evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate Governance Report, which forms a part of this Annual Report.

MEETINGS

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

COMMITTEES OF THE BOARD

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

EMPLOYEE RELATIONS

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

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

The details of the ratio of the remuneration of each Director to the median employee''s remuneration and other particulars and details of employees in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report as Annexure 4. The details of the employees'' remuneration as required under the said Section and Rule 5(2) & 5(3) of the said Rules forms a part of this Report and are available at the Registered Office of the Company during working hours before the Annual General Meeting and shall be made available to any Member on request.

STATUTORY AUDITORS

Messrs. Deloitte Haskins & Sells, Chartered Accountants, (Firm''s Registration No. 302009E), who hold office as Auditors till the conclusion of the forthcoming Annual General Meeting have completed more than ten years as Auditors of the Company.

In accordance with the provisions of the Companies Act, 2013, requiring the mandatory rotation of Auditors, Messrs. Price Waterhouse & Co. Chartered Accountants LLP (Firm''s Registration No. 304026E) have been appointed as Auditors for a period of five continuous years from the conclusion of the 82nd Annual General Meeting (AGM) till the conclusion of the 87th AGM of the Company. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

Your Directors place on record their appreciation for the services rendered by Deloitte during its long association with the Company.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors, have appointed M/s. Mani & Co., Cost Accountants, Registration No. 00004, Ashoka, 111 Southern Avenue, Kolkata 700 029, (being eligible for the appointment), to audit the cost accounts of the Company for the financial year ending March 31, 2018. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2016-17 was conducted by M/s MKB & Associates, a firm of Company Secretaries in Practice. The Secretarial Audit Report forms a part of this Report as Annexure 5.

AUDITORS'' REPORT

There are no Audit Qualifications/Reservations/Adverse Remarks in the Statutory Auditors Report and in the Secretarial Audit Report as annexed elsewhere in this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of the business operations. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on financial reporting in their Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES

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

RISK MANAGEMENT

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

VIGIL MECHANISM

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 forms a part of this Report as Annexure 6.

OTHER DISCLOSURES

During the year under review:

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

d. There was no change in the share capital or the nature of business or the Key Managerial Personnel of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY REPORT/DIVIDEND DISTRIBUTION POLICY

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective as well as the Dividend Distribution Policy are presented in separate sections, forming a part of the Annual Report.

For and on behalf of the Board of Directors

Kolkata B. M. Khaitan

May 30, 2017 Chairman

---

Mar 31, 2016

The Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The Financial Results of the Company are summarised below:

Rs. Crores

2015-16 2014-15

Net Sales 1,322.52 1,277.76

Other Income from operations 0.78 1.16

Total Income from Operations 1,323.30 1,278.92

Total Expenditure adjusted for increase/ decrease of stocks 1,202.81 1,155.24

Profit from Operations before Other Income, Depreciation, Finance Costs and Taxation 120.49 123.68

Other Income 8.10 3.90

Profit from Operations before Depreciation, Finance Costs and Taxation 128.59 127.58

Depreciation 30.59 31.98

Interest and Exchange Fluctuation 30.50 33.60

Profit before Taxation 67.50 62.00

Provision for Taxation 16.85 12.97

Profit after Taxation 50.65 49.03

Balance brought forward from previous year (0.97) (32.18)

Depreciation on transition to Schedule II of the Companies Act, 2013 - (17.82)

Amount available for appropriation 49.68 -

Appropriations :

- Interim Dividend (already paid) 7.27 -

- Tax on Interim Dividend 1.48 -

- Proposed Final Dividend 7.27 -

- Tax on proposed Final Dividend 1.48 -

- General Reserve - -

Balance carried forward to Balance Sheet 32.18 (0.97)

Net sales for the year were higher by 3% over the previous financial year. Profit before Depreciation, Interest and Taxation (PBDIT) was higher by 0.8% at Rs. 128.59 Crores (previous year Rs. 127.58 Crores) There were no exceptional items (previous year Nil). With depreciation of Rs. 30.59 Crores (previous year Rs. 31.98 Crores), a decrease in interest / exchange fluctuation charge of Rs. 30.50 Crores (previous year Rs. 33.60 Crores) and a charge of Rs. 0.47 Crores (included in other expenses) consequent to the adoption of a change in accounting policy in respect of hedge accounting (refer Note 24.21 to the accounts for the year under review) (previous year Nil), Profit after Taxation stood at Rs. 50.65 Crores for the year as against a profit of Rs. 49.03 Crores in the previous year.

DIVIDEND

During the year under review, your Directors had declared and paid an interim dividend of Rs. 1.00 per equity share on 7,26,87,260 fully paid up equity shares of Rs. 5/- each, being 20% on the paid up value of the equity shares of the Company for the year ended March 31, 2016. Additionally, your Directors are pleased to recommend, for approval of the shareholders, a final dividend of Rs. 1.00 per equity share on 7,26,87,260 fully paid up equity shares of Rs. 5/- each, being 20% on the paid up value of the equity shares of the Company for the year ended March 31, 2016 (previous year - Nil), which if approved at the ensuing Annual General Meeting will be paid to all eligible members whose names appear in the register of members on July 25, 2016 or appear as beneficial owners as per particulars furnished by the Depositories on July 18, 2016.

TRANSFER TO RESERVES

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

OPERATIONAL REVIEW & STATE OF THE COMPANY''S AFFAIRS

Batteries & Flashlights

The battery market grew at a healthy pace, estimated at 10%. However, the organised players could not capture this growth, due to the market being disturbed by poor quality products imported from China at dumped prices. As a result, the Company''s volume and value both registered a marginal de-growth during the year.

The market share position of the major players remained unaltered during the year under review, with your Company''s share being estimated at 50%.

The flashlights market was subdued during the year due to an erratic monsoon, the period during which flashlights sales peak and proliferation of cheap flashlights of poor quality by the unorganised and gray market players. Your Company''s volumes for flashlights de-grew by around 18% while value turnover de-grew by 14.5% as compared to that of the previous year.

Your Company''s share of the organised flashlight market was maintained at 75%. However, this has to be seen in the perspective of a large unorganised market, which is estimated at nearly the same size as the organised market.

The manufacturing operations of your Company in these product categories continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Operations at the manufacturing facilities at Taratala Road, Kolkata have been relocated to facilities at Transport Depot Road, Kolkata for purposes of consolidation and smoother operations.

Your Company has commenced planning of a project for manufacturing facilities at Assam for which the leasehold land has been allotted to the Company. This project will provide tax reliefs applicable to the area.

Lighting & Electrical Products

Your Company had diversified to the marketing of lighting and electrical products in the recent past. These products found excellent fit to the Company''s brands

- Eveready and PowerCell, which are synonymous with portable energy and lighting. There was also synergy in these products with the existing distribution network of your Company.

At the point of entry to this diversification initiative, the leading products were Compact Fluorescent Lamps (CFL) and General Lighting Service Lamps (GLS). However, towards the end of the previous year, your Company had launched Light Emitting Diode (LED) bulbs which added significant technology edge to the product basket being offered by the Company.

While the Company''s distribution in general trade and modern retail provided a good platform to enter this category, further expansion is underway to tap the exclusive electrical trade. Your Company successfully bagged an Energy Efficiency Services Ltd. (EESL) tender worth Rs. 48.31 Crores - for supply of LED bulbs as part of the scheme to light up consumer homes at affordable prices.

The Company continued to invest significantly towards brand building in the category during the year with a view to enhance brand salience.

Net sales from this category for the current year stood at Rs. 276.42 Crores - and it is expected that this category will provide significant turnover growth in the years to come.

Packet Tea

The packet tea business continued with its steady performance through leveraging of the distribution network of the Company. Current share of the market stands at 1 - 5% in the various markets of the country. The business continues to be steady and profitable. While relatively small in the overall turnover, it provides an important option to distribution in many areas. Sales turnover for the current year stood at Rs. 72.16 Crores.

New Products

Your Company is committed to bringing new Products to its selling basket with a view to improving turnover and profitability. Towards this, your Company diversified its product portfolio into a new product range, viz., small home appliances. The launch of appliances was initiated close to the end of the year. Barring unforeseen circumstances, your Company is hopeful that this product category will offer handsome revenue growth and profitability in the future.

Prospects

Battery market is enjoying healthy market growth. Currently some disturbance is being experienced on account of poor quality imports at dumped prices. However, steps have been initiated to stem this within a reasonable time frame. Irrespective of that, your Company is also confident that it will be able to capture growth in this market, riding on its obvious strengths of premium quality offering, brand and distribution. The outlook on battery thus remains positive.

Flashlight market is currently undergoing disturbance due to proliferation of cheap flashlights of poor quality by unorganised gray market players. During the year, it was also affected due to erratic monsoon. However it is expected that the market will revert to its usual growth and your Company will be able to take advantage of the same.

Prospects are promising in the lighting and electrical products business. This business has become a key focus area for the Company and an avenue for growth. Your Company has been one of the first to offer LED bulbs of high quality to the Indian consumers at affordable prices. This range of new generation bulbs has been very well accepted by the market and will enhance the Company''s efforts towards a fruitful diversification in this area. The outlook is thus upbeat - with potential for both growth and profitability.

FINANCE

Tight control was kept over the finances of your Company. Your Company could reduce its finance cost by 9% through judicious working capital management and operational efficiencies. Your Company remains focused to reduce its borrowings, which stood at Rs. 187.52 Crores at the end of the year.

Your Company met its financial commitments in servicing debt and repayment thereof in a timely manner. Capital expenditure programme was fully met.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2016 to which the financial statements relate and the date of this Report.

SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

The Company''s subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of Rs. 39.43 Crores during the current year (Rs. 52.36 Crores during FY 2014-15). However, the Company did not earn any profits during the year.

Another subsidiary, Litez India Ltd. registered a turnover of Rs. 0.03 Crores during the current year (Rs. Nil during FY 2014-15). However, the Company did not earn any profits during the year.

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

The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, of the applicable subsidiaries. The Consolidated Financial Statements shall be laid before the ensuing 81st Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

The liquidation of the Company''s subsidiary Novener SAS in France (shareholding interest -82%) set up for the purposes of acquiring a controlling interest in the Uniross Group has been ordered by a French Court judgment during the year under review. The relevant companies in the Uniross Group had also been ordered for liquidation in 2012-13 and are under external administration. Accordingly, Novener SAS has ceased to be the Company''s subsidiary and thus your Company does not require to consolidate the accounts of Novener SAS (including its subsidiaries and step down subsidiaries) pertaining to the Uniross Group.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors state that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards had been followed with no material departures;

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

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

5. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTORS

Mr. Suvamoy Saha will retire by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.

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

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

REMUNERATION POLICY

The Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other requisite matters as approved by your Company forms a part of this Report as Annexure 3.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination &, Remuneration and Stakeholders Relationship and Corporate Social Responsibility Committees. Annual Performance Evaluations as required, have been carried out. The statement indicating the manner in which formal annual evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate Governance Report, which forms a part of this Report.

MEETINGS

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

COMMITTEES OF THE BOARD

The details with respect to the compositions, powers, roles and terms of reference etc. of relevant Committees of the Board of Directors are also given in the Corporate Governance Report which forms a part of this Report. All recommendations made by the Audit Committee during the year were accepted by the Board.

EMPLOYEE RELATIONS

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

Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. Long-term wage settlements were signed for factories at Noida.

The details of the ratio of the remuneration of each Director to the median employee''s remuneration and other particulars and details of employees in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report as Annexure 4. The details of the employee''s remuneration as required under the said section and Rule 5(2) & 5(3) of the said Rules forms a part of this Report and are available at the Registered Office of the Company during working hours before the Annual General Meeting and shall be made available to any Member on request.

STATUTORY AUDITORS

Messrs. Deloitte Haskins & Sells, Chartered Accountants (Firm''s Registration No. 302009E), hold office as Auditors till the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors, have appointed M/s. Mani & Co., Cost Accountants, Registration No. 00004, Ashoka, 111 Southern Avenue, Kolkata 700 029, (being eligible for the appointment), to audit the cost accounts of the Company for the financial year ending March 31, 2017. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2015-16 was conducted by M/s MKB & Associates, a firm of Company Secretaries in Practice. The Secretarial Audit Report forms a part of this Report as Annexure 5.

AUDITORS'' REPORT

There are no Audit Qualifications /Reservations / Adverse Remarks in the Statutory Auditors Report and in the Secretarial Audit Report as annexed elsewhere in this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of the business operations. The Statutory Auditors has also given an unmodified opinion on the internal financial controls on financial reporting in their Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES

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

RISK MANAGEMENT

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

VIGIL MECHANISM

The Vigil Mechanism/Whistle Blower Policy as adopted by your Company has been posted on the website of the Company. None of the Company''s personnel have been denied access to the Audit Committee.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 forms a part of this Report as Annexure 6.

OTHER DISCLOSURES

During the year under review:

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

d. There were no changes in the share capital or the nature of business or the Key Managerial Personnel of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT

ON CORPORATE GOVERNANCE.

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



For and on behalf of the Board

Kolkata May 06, 2016

B. M. Khaitan

Chairman

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The Financial Results of the Company are summarised below:

Rs. Crores

2014-15 2013-14

Net Sales 1,277.76 1,152.34

Other Income from operations 1.16 1.07

Total Income from Operations 1,278.92 1,153.41

Total Expenditure adjusted for increase/ 1,155.24 1,062.82 decrease of stocks

Profit from Operations before Other 123.68 90.59

Income, Depreciation, Finance Costs and Taxation Other Income 3.90 8.73

Profit from Operations before 127.58 99.32

Depreciation, Finance Costs and Taxation

Depreciation 31.98 41.83

Interest and Exchange Fluctuation 33.60 41.00

Profit before Taxation 62.00 16.49

Provision for Taxation 12.97 2.89

Profit after Taxation 49.03 13.60

Balance brought forward from (32.18) (41.56) previous year

Depreciation on transition to Schedule II (17.81) - of the Companies Act, 2013

Balance carried forward to Balance (0.96) (32.18)

Sheet

Net sales for the year were higher by 11% over the previous financial year. Profit before Depreciation, Interest and Taxation (PBDIT) was higher by 36.5% at Rs. 127.58 Crores as compared to Rs. 99.32 Crores in the previous year. With depreciation of Rs. 31.98 Crores (previous year Rs. 41.83 Crores), a decrease in interest / exchange fluctuation charge of Rs. 33.60 Crores (previous year Rs. 41.00 Crores) and there being no exceptional items (previous year Nil), Profit after Taxation stood at Rs. 49.03 Crores for the year as against a profit of Rs. 13.60 Crores in the previous year. Net accumulated losses stood at Rs. 0.96 Crores, after setting of the previous losses and depreciation on transition to Schedule II of the Companies Act, 2013, against the profits for the year.

TRANSFER TO RESERVES

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

DIVIDEND

Consequent to the amendment to Section 123 of the Companies Act, 2013, by the Companies (Amendment) Act, 2015, becoming effective from May 29, 2015, the Company became unable to declare the dividend, for the year ended March 31, 2015 as recommended earlier, on May 11, 2015, as the Company has net accumulated losses as stated above.

In order to be compliant with the said Amendment, your Directors have, on July 2, 2015, revised the previously approved standalone financial statements solely insofar as it relates to the reversal of the previously proposed final dividend (as recommended earlier on May 11, 2015) and dividend distribution tax thereon.

Accordingly your Directors do not recommend any dividend for the year ended March 31, 2015.

OPERATIONAL REVIEW & STATE OF THE COMPANY''S AFFAIRS Batteries & Flashlights

The battery market grew at a healthy pace, estimated at 10%. However, the organised players could not capture this growth, due to the market being disturbed by poor quality products imported from China at dumped prices. As a result your Company''s volumes in batteries remained flat. There was however a value growth of 12% in turnover contributed by the price increases taken by the Company during the year.

The market share position of the major players remained unaltered during the year under review, with your Company''s share being estimated at 52%.

The flashlights market was subdued during the year due to an erratic monsoon, the period during which flashlights sales peak. Your Company''s volumes for flashlights de-grew by 1% - but value turnover remained at par with that of the previous year, on account of products being sold at higher prices.

Your Company''s share of the organised flashlight market was maintained at 75%. However, this has to be seen in the perspective of a large unorganised market, which is estimated at nearly the same size as the organised market.

The manufacturing operations of your Company in these product categories continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Electrical & Lighting Products

Your Company had diversified to the marketing of electrical & lighting products in the recent past. These products found excellent fit to the Company''s brands - Eveready and PowerCell, which are synonymous with portable energy and lighting. There was also synergy in these products with the existing distribution network of your Company.

At the point of entry to this diversification initiative, the leading products were Compact Fluorescent Lamps (CFL) and General Lighting Service Lamps (GLS). However, towards the end of the year under review, your Company launched the new generation Light Emitting Diode (LED) bulbs, which added significant technology edge to the product basket being offered by the Company.

While the Company''s distribution in general trade and modern retail provided a good platform to enter this category, further expansion is underway to tap the exclusive electrical trade.

The Company has also invested significantly towards brand building in the category during the year with a view to enhance brand salience.

Net sales from this category for the current year stood at Rs. 189.30 Crores - and it is expected that this category will provide significant turnover growth in the years to come.

Packet Tea

The packet tea business continued with its steady performance through leveraging of the distribution network of the Company. Current share of the market stands at 1 - 5 per cent in the various markets of the country. The business continues to be steady and profitable. While relatively small in the overall turnover, it provides an important option to distribution in many areas. Sales turnover for the current year stood at Rs. 76.22 Crores.

Prospects

Battery market is enjoying healthy market growth. Currently some disturbance is being experienced on account of poor quality imports at dumped prices. However, steps have been initiated to stem this within a reasonable time frame. Irrespective of that, your Company is also confident that it will be able to capture growth in this market, riding on its obvious strengths of premium quality offering, brand and distribution. The outlook on battery thus remains positive.

Flashlights went through a somewhat modest year due to erratic monsoon. However it is expected that the market will revert to its usual growth and your Company will be able to take advantage of the same.

Prospects are promising in the Electrical and Lighting products business. This business has become a key focus area for the Company and an avenue for growth. Your Company has been one of the first to offer LED bulbs of high quality to the Indian consumers at affordable prices. This range of new generation bulbs has been very well accepted by the market and will enhance the Company''s efforts towards a fruitful diversification in this area. The outlook is thus upbeat - with potential for both growth and profitability.

FINANCE

Tight control was kept over the finances of your Company. Your Company could reduce its finance cost by 18% through judicious working capital management and operational efficiencies. Your Company remains focused to reduce its borrowings, which stood at the end of the year at Rs. 207 Crores.

Your Company met its financial commitments in servicing debt and repayment thereof in a timely manner. Capital expenditure programme was fully met.

MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2015 and the date of this Report.

SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

The Company''s subsidiary at Hong Kong, Everspark Hong Kong Private Limited registered a turnover of Rs. 52.40 Crores during the current year (Rs. 1.60 Crores during FY 2013-14). However, the Company did not earn any profits during the year.

The other subsidiary being Litez India Ltd. was non-operational during the year under review.

The Company''s subsidiary Novener SAS in France (shareholding interest -82%) set up for the purpose of acquiring a controlling interest in the Uniross Group was put under liquidation in the previous year subsequent to the liquidation of the key entities of the Uniross Group having been ordered by a French Court judgment and the relevant companies having been put under external administration, in FY 2012-13. Accordingly, your Company is not in a position to consolidate the accounts of Novener SAS (including its subsidiaries and step down subsidiaries), pertaining to the Uniross Group.

A Statement in Form AOC -1 containing the salient features of the Subsidiary Companies is attached to the Financial Statements in a separate section and forms a part of this Report.

The Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the Companies Act, 2013 and the applicable Accounting Standards, of the applicable subsidiaries. The Consolidated Financial Statements shall be laid before the ensuing 80th Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, your Company has established a Corporate Social Responsibility (CSR) Committee.

A CSR Policy has been formulated and is available on the website of the Company(http://www.evereadyindustries.com/pdf/csr-policy-14.pdf). This policy, encompasses the Company''s philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large.

The Annual Report on CSR activities containing inter alia, the brief outline of the CSR policy, the CSR initiatives taken, the expenditure on CSR activities, as well as the composition of the CSR Committee forms a part of this Report as Annexure 2.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved of a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same is uploaded on the Company''s website.

Your Company has not entered into any contracts/arrangements with related parties as required under Section 188(1) of the Companies Act, 2013, during the year under review. However there are contracts/arrangements with related parties as defined by the said Act, executed prior to April 1, 2014 and the Statement in Form AOC -2 containing the details of the Related Party Transactions pertaining to such ongoing contracts forms a part of this Report as Annexure 3.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors state that:

1. In the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed with no material departures;

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

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

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

5. The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTORS

Mr. Amritanshu Khaitan has been appointed as Managing Director for a period of three years effective May 5, 2014 at the 79th Annual General Meeting of the Company.

Mr. S. Goenka, Mr. S. R. Dasgupta, Mr. P. H. Ravikumar, Mr. S. Sarkar and Mrs. R. Nirula, who have been Directors of the Company and also been Independent Directors of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, were appointed as Independent Directors for a period of five consecutive years at the 79th Annual General Meeting of the Company, held on July 25, 2014 in terms of Section 149 and any other applicable provisions of the Companies Act, 2013.

Mr. P H. Ravikumar, Independent Director, resigned from the Board of Directors effective February 28, 2015. The Board records its appreciation of the valuable contributions made by Mr. Ravikumar during his tenure as Director.

Mr. Deepak Khaitan, Vice Chairman and Non-Executive Director of the Company passed away for his heavenly abode on March 9, 2015. Mr. Deepak Khaitan had been the Director of the Company since November 23, 1994. He had also been the Executive Vice Chairman and Managing Director of the Company from June 1, 1999 to August 10, 2011 and continued as Vice Chairman, thereafter. The Board places on record its profound sorrow on the loss of Mr. Deepak Khaitan and also its deep appreciation of the valuable contributions made by him during his long association with the Company.

Mr. Aditya Khaitan has been elected as Vice Chairman, effective May 11,2015.

Mr. Aditya Khaitan will retire by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.

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

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination &, Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters as required. The Remuneration Policy forms a part of this Report as Annexure 4.

BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship and Corporate Social Responsibility Committees. Annual Performance Evaluations as required, have been carried out. The criteria for and the process of formal annual evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate Governance Report, which forms a part of this Report.

MEETINGS

The Board meets regularly to discuss and decide on various matters as required. Due to business exigencies, certain decisions are taken by the Board through circulation from time to time. During the year, four (4) Board Meetings were convened and held. Additionally, several committee meetings as well as Independent Directors'' meeting(s) were also held. The details of the Meetings are given in the Corporate Governance Report, which forms a part of this Report.

COMMITTEES OF THE BOARD

The details with respect to the compositions, powers, roles and terms of reference etc. of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are given in the Corporate Governance Report which forms a part of this Report. All recommendations made by the Audit Committee during the year were accepted by the Board.

APPOINTMENTS/RESIGNATION OF THE KEY MANAGERIAL PERSONNEL (KMP)

Your Company is in compliance with Section 203 of the Companies Act, 2013 with the following KMP:

1. Mr. Amritanshu Khaitan as the Managing Director, as appointed effective May 5, 2014;

2. Mr. Suvamoy Saha who continues as the Wholetime Director, as also additionally designated as the Chief Financial Officer for the purpose of the said Section, effective May 5, 2014;

3. Mrs. Tehnaz Punwani who continues as the Company Secretary.

EMPLOYEE RELATIONS

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

Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. Long -term wage settlements were signed for factories at Taratala and Haridwar.

The details of the ratio of the remuneration of each director to the median remuneration of the employees and other particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report as Annexure 5. The details of the employee''s remuneration as required under the said Section and Rule 5(2) & 5(3) of the said Rules forms a part of this Report and are available at the Registered Office of the Company during working hours before the Annual General Meeting and shall be made available to any Member on request.

AUDITORS

Messrs. Deloitte Haskins & Sells, Chartered Accountants, (Firm''s Registration No. 302009E) hold office as Auditors till the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors , have appointed M/s. Mani & Co., Cost Accountants, Registration No. 00004, Ashoka, 111 Southern Avenue, Kolkata 700 029, (being eligible for the appointment), to audit the cost accounts of the Company for the financial year ending 31st March, 2016. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2014-15 was conducted by M/s MKB & Associates, a firm of Company Secretaries in Practice. The Secretarial Audit Report forms a part of this Report as Annexure 6.

AUDITORS'' REPORT

There are no Audit Qualifications in the Statutory Auditors Report and in the Secretarial Audit Report as annexed elsewhere in this Annual Report.

RISK MANAGEMENT

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

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the Report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements and forms a part of this Report.

VIGIL MECHANISM

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form No. MGT 9 forms a part of this Report as Annexure 7.

OTHER DISCLOSURES

During the year under review:

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

As required in terms of the Listing Agreement with Stock Exchanges a Management Discussion and Analysis Report and a Report on Corporate Governance are presented in separate sections, forming part of the Annual Report.

For and on behalf of the Board

Kolkata B. M. Khaitan

July 02, 2015 Chairman

---

Mar 31, 2013

The Directors are pleased to present the Annual Report, together with the audited Accounts of your Company for the financial year ended March 31, 2013.

Review of Performance

Financial results are summarized below:

Rs. Crores

2012-13 2011-12

Net Sales 1,034.30 976.20

Other Income from Operations 1.03 4.10

Total Income from Operations 1,035.33 980.30

Total Expenditure adjusted for increase/decrease of tocks 969.95 929.77

Profit/(Loss) from Operations before Other Income, Depreciation,

Finance Costs, Exceptonal Items and Taxation 65.38 50.53

Other Income 9.42 7.54

Profit/doss) from Operations before Depreciation, Finance Costs, Exceptional Items and Taxation 74.80 58.07

Depreciation 35.07 24.18

Interest and Exchange Fluctuation 40.49 36.09

(Loss)/Profit before Exceptional Items and Taxation (0.76) (2.20)

Exceptional Items 76.84

(Loss)/Profit before Taxation (0.76) (79.04)

Provision for Taxation (5.84) 0.81

Profit/(Loss) after Taxation 5.08 (79.85)

Balance of Profit/(Loss) brought forward from previous year (46.64) 33.21

Amount available for Appropriation

Which the Directors recommend for appropriation as under:

¦Proposed Dividend

¦Taxon Proposed Dividend -

¦General Reserve -

Balance carried forward to Balance Sheet (4156) (46^T

Net sales for the year were higher by 6% over the previous financial year. Profit before Depreciation, Interest and Taxation (PBDIT) before exceptional items was higher by 29% at ? 74.80 crores as compared to ? 58.07 crores in the previous year. With depreciation of ? 35.07 crores (previous year ? 24.18 crores), a higher interest / exchange fluctuation charges of? 40.49 crores (previous year ? 36.09 crores) and there being no exceptional items (previous year ? 76.84 crores), Profit after Taxation stood at ? 5.08 crores for the year against a corresponding loss of ? 79.85 crores in the previous year.

The year was a challenging one for operations - in terms of market being sluggish and unprecedented depreciation of the rupee. The operating results are indicative of these adversities - albeit with a reasonable improvement over the previous year.

Dividend

Your Directors considered it prudent not to recommend any dividend for the year under review as a measure of conservation.

Operational Review

Batteries and Flashlights

The battery market went through some significant volatility over the last 5 years. Unprecedented cost push necessitated significant price increases. Battery being a functional product, demand bears a very strong elasticity to price. The stiff consumer resistance to the price resulted in significant slow-down in the market. The consumer resistance manifested itself in their lowering usage of appliances powered by ''D'' size batteries (the most expensive of all batteries). This virtually obliterated usage of ''D'' size incandescent flashlights, which were hitherto very popular. Consumers changed over to flashlights with ''LED'' bulbs using ''AA'' batteries. The sluggishness in the general economy did not help matters.

This trend of de-growth in ''D'' batteries continued in the current year at a rate of 4%. Despite this, battery volume remained flat in overall, thanks to the growth in other segments-led by''AAA''.

The market share positions of the major players remained unaltered during the year under review despite the various market changes taking place with your Company''s share being at 50%.

As mentioned above, the flashlights market also saw significant product mix changes. Usage of flashlights using incandescent bulb and ''D'' size batteries came down very significantly. In addressing this, your Company started introducing a range of value-for-money, smart and efficient flashlights with ''LED'' as the light source option - mostly using ''AA'' batteries. Initially introduced as a value offer, this segment eventually became the standard and thereafter evolved as life-style products - in multifarious styling & colour, at several price points-both premium and popular.

On a retrospect, the above changes did pose challenges - but the outcome is positive. The earlier flashlights using incandescent bulbs (mainly brass flashlights) were profitable and were good for consumption of ''D size batteries but remained for long period in-use with consumers. The new LED torches are equally profitable and displays much lower in-use period and is also good for battery consumption (mainly''AA'').

These new generation flashlights took the consumers'' fancy as these were introduced about 5 years back. The first 2 years saw significant growth of 110 % - taking the user base to a very high level. Thereafter, the market settled down to traditional growth rates. During the year under review flashlights turnover grew by 12.6%.

Your Company''s share of the organized flashlights market remained at 76%.

However, if the unorganized grey market is considered (which is estimated to be about half the size of the organized market), then market share stands at a little over 50%.

It is also worthwhile to mention that both batteries & flashlights margins continued to be under pressure - due to the depreciating Rupee and also due to overall inflationary trends. Though the demand of these product categories bear strong elasticity to price, your Company persisted with passing on the adverse impacts to the market - which resulted in operating results being better during the year under review as compared to the previous year.

The manufacturing operations of your Company continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Lighting Products

The Company started marketing of compact fluorescent lamps (CFL) and General Lighting Service (GLS) lamps some time back. These products found excellent fit to the Company''s brands ''Eveready'' and ''Powercell'', which are synonymous with portable power and lighting. Your Company is focused on being a serious player in the lighting category. Towards this and to offer a fuller range, your Company launched a few other products during the year - tube lights, wall mounted rechargeable battens and luminaires among others.

The Company has been distributing these products through its existing distribution channel, primarily comprising of groceries and general merchants. This network needs to be enhanced to be made amenable to the electrical trade. Work on this was initiated during the year.

Net sales from this category for the current year stood at ? 101.93 crores and it is expected that this category will provide significant turnover growth in the years to come.

New Devices

In keeping with its brand promise of portable energy, the Company launched a few devices during the current year. These are in 3 product segments - rechargeable fan, radio and power bank for mobile phones. These products fall within the existing competencies of your Company.

However, operations are still at a nascent stage and in the process of exploring a viable steady-state business. The size is still too small to attract any risk at this stage. However, if successful, rewards can be lasting.

Packet Tea

The packet tea business continued with its steady performance through leveraging of the distribution network of the Company. Current share of the market stands at 1 - 5 percent in the various markets of the country. The

business continues to be steady and profitable. While relatively small in the overall turnover, it provides an important option to distribution in many areas. Sales turnover for the current year stood at ? 74.50 crores - at a modest growth over the previous year.

The packet tea operations currently utilize the Company''s tea blending and packaging unit at Chuapara, West Bengal. However, with outsourcing possibilities being available at very competitive prices, it is appearing that the unit may have outlived its utility to this business. In view of this, your Board, vide Resolution passed by Circulation on May 10,2013, has, subject to the approval of Members of the Company and other approvals as may be necessary, resolved to sell, transfer and dispose of the building and other assets at this unit to any person or entity as the Board may consider appropriate. In terms of Section 293(1)(a) and Section 192Aof the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011, the process for consent / approval of the Members to be obtained by way of Postal Ballot has been initiated to enable your Board to sell and transfer the said undertaking.

Subsidiaries & Consolidated Financial Statements

Your Company had set up a special purpose vehicle, Novener SAS in France (shareholding interest - 82%), for the purpose of acquiring a controlling interest in Uniross SA, a French Company which along with its subsidiaries (the Uniross Group) was engaged in the manufacturing and marketing of rechargeable batteries and allied products, having presence in various parts of the world and particularly strong in Europe. At the time of the acquisition, the financial condition of the Uniross Group was already weak, but there was a compelling investment rationale that the situation could be turned around quickly and that the acquisition would provide effective access to markets hitherto not available to your Company.

Unfortunately, the dim economic situation in Europe and onset of sluggish demand of the rechargeable category world-over subsequent to the acquisition, did not allow a turn around and the Uniross Group operations continued to incur losses. With the view that the Company may not be able to recover its investments pertaining to the Uniross operations, the management had, as a measure of prudent accounting and governance, created a provision of ? 75 crores covering this investment in the previous financial year. As at March 31,2013, the Company''s exposure towards investments, advances and other obligatory commitments of ? 76.19 crores stood fully provided for (inclusive of the provision made in the previous financial year as mentioned above).

During the year under review, the liquidation of the key entities of the Uniross Group was ordered by a French Court judgment and the relevant companies were put under external administration. Consequently, your Company is not in a position to consolidate the accounts of Novener SAS (including its subsidiaries and step down subsidiaries), pertaining to the Uniross Group and is also not in a position to attach the accounts of the said subsidiaries in terms of Section 212 of the Companies Act, 1956. Necessary application has been made and relevant information provided to the Ministry of Corporate Affairs, Government of India (MCA) by your Company in this regard.

In accordance with the General Circular issued by MCA, the accounts and other related detailed information of the other subsidiaries being Everspark Hong Kong Private Limited and Litez India Limited, as required under section 212 (1) of the Companies Act, 1956 are not attached. Hard copy of the Annual Accounts of the applicable subsidiary companies and the related other information shall be made available to the members seeking such information and shall also be kept open for inspection at the Registered Office of the Company and of the subsidiaries concerned during working hours, upto the date of the Annual General Meeting.

As required under the Listing Agreement with the Stock Exchanges, the Annual Report includes the audited Consolidated Financial Statements, prepared in compliance with the applicable Accounting Standards of the applicable subsidiaries.

A Statement containing the details of the applicable Subsidiary Companies is attached in the Annual Report.

Prospects

Both batteries and flashlights went through some major changes in the recent past as mentioned earlier.

Batteries have now settled down to a stable level which seem sustainable. The market is in a mood to accept adverse impacts of an inflationary economy. This hurdle being over, the outlook appears to be bright.

For the long term, battery business is linked to fundamental demand driven by device population. As India gets economically more developed, device penetration into households will increase in line with the rest of the world, boosting battery growth. It needs to be borne in mind that India remains one of the lowest per capita battery consuming nations - and hence with a potential for major improvement.

Flashlights market is susceptible to grey operations of unorganized players bringing copy-cat models to the market - usually without payment of taxes and duties. The only way to sidestep this problem is to keep bringing new models which are creative and innovative. This is a competency that EIIL possesses. Barring this negative - which can be and will be overcome - the outlook for this segment is upbeat.

Prospects are promising in the Lighting Products business. This business has become a key focus area for the Company and an avenue for growth. Fine tuning of distribution systems and a full range of products in the lighting portfolio will fulfill growth aspirations.

Packet tea will continue to be a stable business - both in turnover and profits.

Finance

Tight control was kept over the finances of your Company, with emphasis on reduction of debt. However, due to requirement of additional working capital consequent to introduction of new products as well as hardening of interest rates, the Company incurred higher interest charges.

Your Company met its financial commitments in servicing debt and repayments thereof in a timely manner. Capital expenditure programme was fully met.

In view of inadequacy of profits during the year under review, there was no transfer to General Reserves.

Employee Relations

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

Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. Long-term wage settlements were signed for factories at Kolkata, ChennaiandNoida.

A statement of particulars of employees as required under section 217(2A) of the Companies Act, 1956 forms a part of this report as a separate Annexure. In terms of section 219 (1)(b)(iv) of the Act, this Report is being sent to all Members without the said annexure. Any member interested in taking inspection or obtaining a copy of the statement may contact the Secretary of the Company at its Registered Office during working hours, till the date of the Annual General Meeting.

Cost Auditors

As per the Order of the Central Government and in pursuance of Section 233B of the Companies Act, 1956, your Company carries out an audit of the cost accounts of the Company relating to dry cell batteries. The due date for filing of the Cost Audit Report with the Ministry of Corporate Affairs for the financial year ended March 31, 2012 was February 28, 2013 and the same was filed on January 30, 2013. The Board, has upon the recommendation of the Audit Committee re-appointed M/s.Mani &Co„ Cost Accountants, Registration No. 00004, Ashoka, 111 Southern Avenue, Kolkata 700 029, (being eligible for the re-appointment), to audit the cost accounts of the Company relating to dry cell batteries, as well as other products as recently included for the purpose of cost audit for the financial year ending March 31,2013, subject to the approval of the Central Government.

Public Deposits

Your Company does not have any public deposit scheme and has repaid all Fixed Deposits that have matured and were claimed by depositors under the earlier scheme. ? 0.005 crores as claimed and paid, however, remain un-encashed by the depositors as on March 31,2013.

Exports and Foreign Exchange Earnings and Outgo

During the year under review, your Company exported batteries totaling to a value of ? 30.68 crores (2011-12 : ? 23.61 crores) and flashlights totaling to a value of ? 8.32 crores (2011-12 : ? 7.74 crores).

31.03.2013 31.03.2012

Foreign Exchange Earnings 24.56 14.83

Foreign Exchange Outgo 157.08 161.65

Conservation of Energy and Technology Absorption

Astatement giving details of conservation of energy and technology absorption in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed.

Directors''Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state as follows:

1. That in the preparation of the annual accounts for the financial year ended March 31,2013, the applicable accounting standards had been followed with no material departures;

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

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Directors

In accordance with the Articles of Association, Mr. S. Saha, Mr. S. Goenka and Mr. Amritanshu Khaitan will retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. B.Mitter, Mr. D.A Nanda and Mr. V. Bhandari resigned from the Board of Directors of the Company, effective August 1,2012, December 4,2012 and December 19, 2012 respectively. The Board records its appreciation of the valuable services rendered by Mr. B. Mitter, Mr. D. A. Nanda and Mr. V. Bhandari during their respective tenures as Directors.

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

Auditors

Messrs. Deloitte Haskins & Sells retire as Auditors at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Auditors Report

The Auditors have made an observation in their Report relating to the financial information and consolidation of Novenerand its subsidiaries. This matter has already been explained earlier in the Section titled "Subsidiaries & Consolidated Financial Statements".

Management Discussion and Analysis Report and Report on Corporate Governance

As required in terms of the Listing Agreement with Stock Exchanges a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed.

For and on behalf of the Board Kolkata

B. M. Khaitan

May 29,2013 Chairman

---

Mar 31, 2012

The Directors are pleased to present the Annual Report, together with the audited Accounts of your Company for the financial year ended March 31, 2012.

Review of Performance

Financial results are summarized below: Rs Crores 2011-12 2010-11

Net Sales 976.20 950.42

Other Income from Operations 4.10 1.02

Total Income from Operations 980.30 951.44

Total Expenditure adjusted for increase/ decrease of stocks 929.77 856.74

Profit/(Loss) from Operations before Other Income, Depreciation, Finance Costs, Exceptonal Items and Taxation 50.53 94.70

Other Income 7.54 9.58

Profit/(Loss) from Operations before Depreciation, Finance Costs, Exceptional Items and Taxation 58.07 104.28

Depreciation 24.18 24.53

Finance Costs 36.09 33.37

(Loss)/Profit before Exceptional Items and Taxation (2.20) 46.38

Exceptional Items 76.84 0.29

(Loss)/Profit before Taxation (79.04) 46.09

Provision for Taxation 0.81 6.72

(Loss)/Profit after Taxation (79.85) 39.37

Balance of Profit/(Loss) brought forward from previous year 33.21 38.06

Amount available for Appropriation - 77.43

Which the Directors recommend for appropriation as under:

- Proposed Dividend - 3.63

- Tax on Proposed Dividend - 0.59

- General Reserve - 40.00

Balance carried forward to Balance Sheet (46.64) 33.21

Net sales for the year were higher by 3 % over the previous financial year. Due to factors explained later in this report, Profit before Depreciation, Interest and Taxation (PBDIT) before exceptional items was however lower by 44% at Rs 58.07 crores (previous year Rs 104.28 crores). With depreciation of Rs 24.18 crores (previous yearRs 24.53 crores) and interest/exchange fluctuation charges ofRs 36.09 crores (previous yearRs 33.37 crores), Loss before Exceptional Items and Taxation came to Rs 2.20 crores (previous year Profit Rs 46.38 crores). With a charge ofRs 76.84 crores in exceptional items this year (previous year Rs 0.29 crore), Loss after Taxation stood at Rs 79.85 crores for the year against a corresponding profit of Rs 39.37 crores in the previous year.

The year was a challenging one for operations - in terms of market being sluggish and incidence of adverse costs from both input materials and overheads. The operating results are indicative of these adversities.

Dividend

Your Directors considered it prudent not to recommend any dividend for the year under review in view of lack of profits.

Operational Review

Batteries and Flashlights

Batteries went through a chequered history over the last 5 years. Unprecedented cost push necessitated significant price increases. This being a functional product, demand bears a very strong elasticity to price. The consumer resistance to the price increases resulted in significant slow- down of this market. The sluggishness in the general economy did not help matters.

The segment which suffered the most from this impact was the 'D' size segment, which was at one time the major product segment in batteries and was relatively more expensive than other cylindrical batteries. The consumer resistance manifested in their lowering usage of appliances powered by 'D' size batteries. This virtually obliterated 'D' size incandescent flashlights, which were till then very popular. Consumers changed over to flashlights with LED bulbs using 'AA' batteries (more fully covered subsequently).

This trend of de-growth in 'D' batteries continued in the current year at a rate of9%. Despite this, battery volume remained flat in the overall, thanks to the growth in other segments - led by 'AA' and 'AAA'.

The market share positions of the major players remained unaltered during the year under review despite the various market changes taking place with your Company's share being at 50% (Company estimate).

The last 5 years had also seen rapid changes in the flashlights market. This segment also experienced major price impacts being passed on due to cost push. Combined with higher battery prices (as explained earlier), this led to strong consumer reaction. In addressing that, your Company started introducing a range of value-for-money, smart and efficient flashlights using 'LED' as the light source option (as opposed to the then prevalent incandescent bulbs). These flashlights mostly used 'AA' batteries (as opposed to 'D' batteries earlier).

Initially introduced as a value offer, this segment eventually became the standard and thereafter evolved as life-style products - in multifarious styling & color, across the aesthetic range and at several price points - both premium and popular.

From the Company's perspective, this measure is positive. The earlier flashlights using incandescent bulbs (mainly brass flashlights) were profitable and were good for consumption of 'D' size batteries but remained for long period of in-use with consumers. The new LED torches are equally profitable and displays much lower in-use period and is good for battery consumption (mainly 'AA').

These new generation flashlights took the consumers' fancy as these were introduced about 4 years back. The first 2 years saw significant growth in flashlights sales, jumping from a level of 12.82 million units in 2007-08 to 27.03 million units in 2009-10, a growth of more than 110 % in 2 years.

However this trend could not be sustained thereafter and during the current year, sales volumes grew by a modest 3.8 % - albeit on a much broader base. Apart from growth becoming slower due to higher penetration, the market was also impacted by the influx of look-alike grey market products in the market. Counter measures have been put in place to reverse this trend, to the extent possible.

Your Company's share of the organized flashlights market remained at 76% (Company estimate).

It is also worthwhile to mention that input costs rose during the current year as compared to the previous year. The adverse impacts came from major materials used for manufacture and also a weakening rupee. Efforts were made to recover this adverse impact from the market - but this was only partially successful as the demand of these product categories bear strong elasticity to price. Also, higher cost impacts came from advertisement spends necessary to maintain brand salience and other overheads riding on an inflationary economy. The combined effect of these was a reduction in the margin by almost 5% of net sales value.

The manufacturing operations of your Company continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Lighting Products

The Company started marketing of compact fluorescent lamps (CFL) and General Lighting Service (GLS) lamps in the recent past. These products have found excellent fit to the brand 'Eveready' and 'Powercell'. The Company is distributing these products through its existing distribution channel, primarily comprising of groceries and general merchants. This is tangibly different from the usual electrical trade. This has given the advantage of a quick entry to this market - but has the obvious disadvantage of not being amenable to the scale of the electrical trade.

Net sales for the current year stood at Rs 102.34 crores - a growth of 12% over the previous year at Rs 91.38 crores.

This growth in turnover was achieved despite the fact that the Company consciously restricted sales of CFL bulbs to a few geographies (UP and Bihar) where the phenomenon of returned products was found to be on the rise - and beyond acceptable levels. This market traditionally works on warranties and if returns are higher than the acceptable norm, it is essentially due to the poor quality of power, on which the Company has little control.

This step was necessary to avoid impairment to profitability. However, sales have now stabilized on this revised orientation and the position is expected to improve further from hereon.

Packet Tea

The packet tea business continued with its steady performance through leveraging of the distribution network of the Company. Current share of the market stands at1-5 per cent in the various markets of the country. Focus is currently being given to make the business profitable. As a compromise, some marginal turnover was sacrificed. Sales turnover for the current year stood at Rs 72.42 crores - at a marginal decline against that of the previous year at Rs 73.34 crores.

Subsidiaries & Consolidated Financial Statements

Your Company has 82% (previous year 80%) of the controlling stake in NovenerSAS (Novener), France which in turn controls Uniross SA, a French Company, which along with its subsidiaries, is engaged in the marketing of rechargeable batteries and allied products, having presence in various parts of the world and particularly strong in Europe. The above subsidiary was acquired 3 years back with a view to gain access to other geographies, where your Company has no presence - in particular, Europe, South East Asia and parts of Africa. Uniross was facing financial difficulties at that time and it was thought that it could be quickly nursed back to sustainable profitability.

Unfortunately, the dim economic situation prevailing in Europe and overall sluggish demand of the rechargeable category world-over, did not allow the quick turn-around that was planned, despite the best of efforts. During the year under review, Novener continued to fare poorly. It continues to be loss making, though, major restructuring exercise was carried out to reduce costs.

The current global economic environment - especially in the European context - may hinder Novener to achieve a turn-around in the foreseeable future. Consequently, with the possibility that your Company may not be able to recover its investments, as a measure of prudent accounting and governance, a provision of Rs 75.00 crores has been made towards (a) diminution in the carrying cost of its investments; (b) amounts advanced till the year end and (c) certain anticipated obligatory payment commitments, and the charge for the same is included under "exceptional items" in the standalone financial results.

Novener's operations to your Company meant an addition of Rs 122.55 crores in net sales (previous year Rs 129.45 crores) and adding a net loss of Rs 7.89 crores (previous yearRs 52.36 crores), including exceptional costs ofRs 0.43 crore (previous year - Rs 18.05 crores). The effect of this is available in the Consolidated Accounts attached to this Report.

The consolidated financial statements have been prepared in compliance with applicable Accounting Standards. For reasons beyond management's control, the financial information of Novener and its subsidiaries included in the Consolidated Financial Statements are based on management's estimates.

As required by Clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Financial Statements together with the Auditors' Report thereon are annexed and form part of this Annual Report.

The consolidated accounts presented under this Annual Report include the financial numbers of your Company's subsidiaries, for the year under review.

A Statement containing the details of the Subsidiary Companies is attached in the Annual Report.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the accounts of the applicable subsidiary companies and the related detailed information, as required under section 212 (1) of the Companies Act, 1956 are not attached. Hard copy of the Annual Accounts of the applicable subsidiary companies and the related other information shall be made available to the members seeking such information and shall also be kept open for inspection at the Registered Office of the Company and of the subsidiaries concerned during working hours, upto the date of the Annual General Meeting.

Prospects

As mentioned at the outset, the year was a challenging one for operations. Both batteries and flashlights went through some major changes in the recent past. In case of batteries, it was an unprecedented de-growth of an important segment ('D') and a major shift in product mix. For flashlights, on the other hand, it was a case of very significant growth fuelled by new generation products and then a quiet period during the current year.

Batteries have now settled down to a stable level which seem sustainable and supported by historical statistics. In fact the major segments in batteries - viz. 'AA' and 'AAA' – together comprising nearly 80 % of the market in terms of volume, are growing at a rate higher than historical trends. This is being brought down by the continuing de-growth of the 'D' segment. However, this latter segment has now gone down to such low level that it should now stop having much impact on the overall market. The outlook - even in the near-term thus appears to be brighter than what was seen in the current year.

For the long term, battery business is linked to fundamental demand driven by device population. As India gets economically more developed, device penetration into households will increase in line with the rest of the world, boosting battery growth. It needs to be borne in mind that India remains one of the lowest per capita battery consuming nations - and hence with a potential for major improvement.

The flashlights business is on a strong wicket. A big population with need for portable lighting is a potent formula for sustainable growth and profitability. The threat of gray market operators bringing copy-cat models to the market in violation of rights of brand & design continues. The current year saw significant impact from this phenomenon. However, your Company will keep striving to circumvent this problem by bringing new product offers which are creative and innovative.

Prospects are promising in the Lighting Products business - both in the CFL and GLS segments. Challenges remain with regard to handling of warranties and competitive pricing - but these are being met. This business remains a key focus area for the Company and an avenue for growth.

Packet tea will add to the turnover. Focus is currently on to improve profitability of this business.

As explained earlier, the Company's margins are impacted by the depreciating rupee, increase in commodity prices and overall inflationary trend. Much of this impact will have to be borne till the country gets out of its macro- economic problems - especially in light of the strong elasticity of demand of the subject product categories in relation to price. Efforts will continue to be made to recover as much of the adverse impact from the market - to the extent practicable.

Finance

Tight control was kept over the finances of your Company. However, due to operational difficulties faced during the year, the level of debt increased marginally by Rs 14.04 crores.

This slightly higher level of debt, the overall hardening of interest rates and the depreciation of rupee resulted in finance costs being higher at Rs 36.09 crores (previous year - Rs 33.37 crores).

Your Company met its financial commitments in servicing debt and repayments thereof in a timely manner. Capital expenditure program as per requirements of operations was duly met.

In view of lack of profits during the year under review, there was no transfer to General Reserves and a loss of Rs 46.64 crores will be carried forward to the balance sheet.

Employee Relations

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

Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. Long-term wage settlements were signed for factory units at Haridwar and Lucknow.

A statement of particulars of employees as required under section 217 (2A) of the Companies Act, 1956 forms a part of this report as a separate Annexure. In terms of section 219(1)(b)(iv) of the Act, this Report is being sent to all Members without the said annexure. Any member interested in taking inspection or obtaining a copy of the statement may contact the Secretary of the Company at its Registered Office during working hours, till the date of the Annual General Meeting.

Cost Auditors

As per the Order of the Central Government and in pursuance of Section 233B of the Companies Act, 1956, your Company carries out an audit of the cost accounts of the Company relating to dry cell batteries. The due date for filing of the Cost Audit Report with the Ministry of Corporate Affairs for the financial year ended 31st March, 2011 was September 27,2011 and the same was filed on the said due date. The Board, has upon the recommendation of the Audit Committee re-appointed M/s.Mani & Co., Cost Accountants, Registration No. 00004, Ashoka, 111 Southern Avenue, Kolkata 700 029, (being eligible for the reappointment), to audit the cost accounts of the Company relating to dry cell batteries, as well as other products as recently included for the purpose of cost audit for the financial year ending 31st March, 2013, subject to the approval of the Central Government.

Public Deposits

Your Company does not have any public deposit scheme and has repaid all Fixed Deposits that have matured and were claimed by depositors under the earlier scheme. Rs 0.005 crore as claimed and paid, however, remain un-encashed by the depositors as on March 31,2012.

Exports and Foreign Exchange Earnings and Outgo

During the year under review, your Company exported batteries totaling to a value of Rs 23.61 crores (2010-11 : Rs 24.94 crores) and flashlights totaling to a value of Rs 7.74 crores (2010-11 : Rs 6.43 crores).

Rs Crores 31.03.2012 31.03.2011

Foreign Exchange Earnings 14.83 17.28

Foreign Exchange Outgo 161.65 139.19

Conservation of Energy and Technology Absorption

Astatement giving details of conservation of energy and technology absorption in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state as follows:

1. That in the preparation of the annual accounts for the financial year ended March, 31,2012, the applicable accounting standards had been followed with no material departures;

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

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Directors

Mr. D. Khaitan, stepped down as Executive Vice Chairman and Managing Director of the Company effective from the close of working hours of August 10, 2011. Mr. Khaitan, continues as the Vice Chairman of the Board.

Mr. Amritanshu Khaitan has been appointed as Wholetime Director for a period of three years effective August 10,2011.

In accordance with the Articles of Association, Mr. A. Khaitan, Mr. S. R. Dasgupta, Mr. P. H. Ravikumar and Mr. S. Sarkarwill retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

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

Auditors

Messrs. Deloitte Haskins & Sells retire as Auditors at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Auditors Report

The Auditors have made an observation in their Report relating to the financial information of Novener and its subsidiaries being included in the Consolidated Financial Statements based on management's estimates. As already explained earlier in the Section titled "Subsidiaries & Consolidated Financial Statements", this had to be resorted to for reasons beyond management's control.

Management Discussion and Analysis Report and Report on Corporate Governance

As required in terms of the Listing Agreement with Stock Exchanges a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed.

For and on behalf of the Board

Kolkata B. M. Khaitan

June 4,2012 Chairman

---

Mar 31, 2011

Report of the Directors

For the financial year ended March 31,2011

The Directors are pleased to present the Annual Report, together with the audited Accounts of your Company for the financial year ended March 31, 2011.

Review of Performance

Financial results are summarized below:

(Rs. in Crores)

2010-11 2009-10

Net Sales 950.42 968.73

Other Operating Income 8.58 1.42

Profit/(Loss) from sale of real estate - 7.03

Total Income 959.00 977.18

Total Expenditure adjusted for increase/ decrease of stocks 858.72 853.41

Provision no longer required (1.91) (1.25)

Total Expenditure 856.81 852.16

Profit/(Loss) before Depreciation, Interest, Exceptional Items and Taxation 102.19 125.02

Depreciation 24.53 24.13

Interest and Finance Cost 31.28 34.38

Profit/(Loss) before Exceptional Items and Taxation 46.38 66.51

Exceptional Items 0.29 (97.37)

Profit/(Loss) before Taxation 46.09 163.88

Provision for Taxation 6.72 21.67

Profit/(Loss) after Taxation 39.37 142.21

Balance of Profit/ (Loss)brought forward from previous year 38.06 0.08

Amount available for Appropriation 77.43 142.29

Which the Directors recommend for appropriation as under:

-Proposed Dividend 3.63 3.63

-Taxon Proposed Dividend 0.59 0.60

-General Reserve 40.00 100.00

Balance carried forward to Balance Sheet 33.21 38.06

Net sales for the year were lower by 2 % over the previous financial year. Profit before Depreciation, Interest and Taxation (PBDIT) before exceptional items was accordingly lower by 18 % at Rs. 102.19 crores as compared to Rs. 125.02 crores in the previous year. With depreciation of Rs. 24.53 crores (previous year Rs. 24.13 crores) and a lower interest charges of Rs. 31.28 crores (previous year Rs. 34.38 crores), Profit before Exceptional Items and Taxation came to Rs. 46.38 crores (previous year Rs. 66.51 crores). There being a minor charge of Rs. 0.29 crores in exceptional items this year - against a net gain of Rs. 97.37 crores in such items in the previous year, Profit after Taxation stood at Rs. 39.37 crores for the year against the corresponding figure of Rs. 142.21 crores in the previous year.

The year was a challenging one for operations - in terms of market being sluggish and incidence of adverse costs from both input materials and overheads. The operating results are indicative of these adversities.

Dividend

Despite the operating results being lower than the previous years, your Directors recommend a dividend of Rs. 0.50 per equity share on 7,26,87,260 fully paid up equity shares ofRs. 5/-each being 10% on the paid up value of the equity shares of the Company for the year ended 31st March, 2011 (same as in previous year), which if approved at the ensuing Annual General Meeting will be paid to all eligible members whose names appear in the register of members on September 23,2011 or appear as beneficial owners as per particulars furnished by the Depositories on September 12,2011.

Operational Review

Batteries and Flashlights

Batteries went through a chequered history over the last 5 years, triggered by significant price increases to offset material cost push. There was stiff consumer resistance to these increases and demand became erratic with a tendency of slow down. The sluggishness in the general economy did not help matters.

The segment which suffered the maximum brunt from this impact was the 'D' size segment, which was then the major product segment in batteries and was relatively more expensive than other cylindrical batteries. In fact, the consumer resistance manifested itself in, them refraining from use of appliances powered by 'D' size batteries. This virtually obliterated 'D' size incandescent flashlights, which were hitherto very popular. Consumers changed over to flashlights with LED bulbs using 'AA' batteries (more fully covered subsequently).

This trend of de-growth in 'D' batteries continued in the current year at a rate of 16%. Despite this, batteries grew in the overall - albeit at a modest rate of 2.3%. This was due to growth in other battery segments - led by 'AA' and'AAA'.

The market share positions of the major players remained unaltered during the year under review despite the various market changes taking place with your Company being at 50% (Company estimate).

The last 5 years had also seen rapid changes in the flashlights market. This segment also experienced major price impacts being passed on due to cost push. Combined with higher battery prices (as explained earlier), this led to strong consumer reaction. In addressing that, your Company started introducing a range of value-for-money, smart and efficient flashlights using 'LED' as the light source option (as opposed to the then prevalent incandescent bulbs). These flashlights mostly used 'AA' batteries (as opposed to 'D' batteries earlier).

Initially introduced as a value offer, this segment eventually became the standard and thereafter evolved as life-style products - in multifarious styling & colour, across the aesthetic range and at several price points - both premium and popular.

From the Company's perspective, this measure is positive. The earlier flashlights using incandescent bulbs (mainly brass flashlights) were profitable and were good for consumption of 'D' size batteries but remained for long period of in-use with consumers. The new LED torches are equally profitable and displays much lower in-use period and is good for battery consumption (mainly'AA').

These new generation flashlights took the consumers' fancy as these were introduced about 3 years back. The first 2 years saw significant growth in flashlights sales jumping from a level of 12.82 million units in 2007-08 to 27.03 million units in 2009-10, a growth of more than 110 % in 2 years.

However this trend could not be sustained during the current year and sales volumes suffered a decline of 6.6% - albeit on a much broader base. This somewhat unexpected reversal took place mainly on account of sudden influx of look-alike gray market products in the market. Counter measures have been put in place to reverse this trend.

Your Company's share of the organized flashlights market remained at 76% (Company estimate).

It is also worthwhile to mention that input costs rose during the current year as compared to the previous year. The adverse impact came not only from zinc, but also other major materials used for manufacture. The adverse impact was to some extent neutralized by an overall stronger Rupee. Part of the net adverse impact was recovered from the market, yet it left a dent in the margin of about 1.5% of net sales value.

The manufacturing operations of your Company continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Operations at the manufacturing facilities at Cossipore - Kolkata and Hyderabad continued to remain suspended. This had no impact on the operations of the Company, as supplies to the market were met by other units. Separations with workmen were fully completed at both these facilities subsequent to completion of the year under review. Hence, both these facilities are now closed.

Lighting Products

The Company started marketing of compact fluorescent lamps (CFL) and General Lighting Service (GLS) lamps in the recent past. These products have found excellent fit to the brand 'Eveready' and Powercell'. The Company is distributing these products through its existing distribution channel, primarily comprising of groceries and general merchants. This is tangibly different from the usual electrical trade. This has given the advantage of a quick entry to this market - but has the obvious disadvantage of not being amenable to the scale of the electrical trade.

Net sales for the current year stood at Rs. 91.38 crores - at the same level as the previous year atRs. 91.54 crores.

This can be ascribed to the fact that the Company consciously restricted sales of CFL bulbs to a few geographies (UP and Bihar) where the phenomenon of returned products was found to be on the rise - and beyond accepted levels. This market traditionally works on warranties and if returns are higher than the accepted norm, it is essentially due to the poor quality of power, on which the Company has little control.

This step was necessary to avoid impairment to profitability. However, sales have now stabilized on this revised orientation and the position is expected to improve hereafter.

Packet Tea

The packet tea business continued with its steady performance through leveraging of the distribution network of the Company. Current share of the market stands at 1 - 5 per cent in the various markets of the country. Focus is currently being given to make the business profitable. As a compromise, some marginal turnover was sacrificed. Sales turnover for the current year stood at Rs. 73.34 crores - at a marginal decline against that of the previous year atRs. 75.94 crores.

Subsidiaries & Consolidated Financial Statements

Your Company has 80% of the controlling stake in Novener SAS, France which in turn controls Uniross SA, a French Company, which along with its subsidiaries, is engaged in the manufacturing and marketing of rechargeable batteries and allied products, having presence in various parts of the world and particularly strong in Europe. The above subsidiary was acquired 2 years back with a view to gain access to other geographies, where the Company has no presence - in particular, Europe, South East Asia and parts of Africa. Uniross was facing serious financial difficulties at that time and it was thought that it could be quickly nursed back to sustainable profitability.

During the year under review, Uniross SA continued to fare poorly. Unfortunately, the continuing dim economic situation prevailing in Europe and overall sluggish demand of the rechargeable category world over, has not allowed the quick turn around that was expected. It currently continues to be loss making. However, through a major restructuring exercise, significant elements of costs have now been pared. It is now expected that with the revised cost structure, Uniross should be able to return to modest profitability during the next 1 - 2 years. Original aspiration of growth can be pursued only after that is achieved.

Uniross' operations to your Company meant an addition ofRs. 129.45 crores in net sales (previous year Rs. 135.43 crores) and adding a net loss of Rs. 52.36 crores (previous year Rs. 14.98 crores), including exceptional costs of Rs. 18.05 crores (previous year - nil). The effect of this is available in the Consolidated Accounts attached to this Report.

The consolidated financial statements have been prepared in accordance with Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India and include the financial numbers of your Company's subsidiaries, for the year under review. As required by Clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Financial Statements together with the Auditor's Report thereon are annexed and form part of this Annual Report.

The consolidated accounts presented under this Annual Report include the financial numbers of your Company's subsidiaries, for the year under review.

AStatement containing the details of the Subsidiary Companies are attached in the Annual Report.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the accounts of the applicable subsidiary companies and the related detailed information, as required under section 212 (1) of the Companies Act, 1956 are not attached. Hard copy of the Annual Accounts of the applicable subsidiary companies and the related other information shall be made available to the members seeking such information and shall also be kept open for inspection at the Registered Office of the Company and of the subsidiaries concerned during working hours, upto the date of the Annual General Meeting.

Prospects

As mentioned at the outset, the year was a challenging one for operations.

Both batteries and flashlights went through some major changes in the recent past. In case of batteries, it was an unprecedented de-growth of an important segment ('D') and a major shift in product mix. For flashlights, on the other hand, it was a case of very significant growth fuelled by new generation products and then a quiet period during the current year.

Batteries have now settled down to a stable level which seem sustainable and supported by historical statistics. In fact the major segments in batteries - viz. 'AA and 'AAA' - together comprising more than 70 % of the market in terms of volume, are growing at a rate higher than historical trends. This is being brought down by the continuing de-growth of the 'D' segment. However, this latter segment is now gone down to such low level that it should now stop having much impact on the overall market. The outlook - even in the near-term thus appears to be brighter than what was seen in the current year.

For the long term, battery business is linked to fundamental demand driven by device population. As India gets economically more developed, device penetration into households will increase in line with the rest of the world, boosting battery growth. It needs to be borne in mind that India remains one of the lowest per capita battery consuming nations - and hence with a potential for major improvement.

Flashlights recorded very significant growth in the previous 2 years - but cooled down during the current year with a moderate slow-down, albeit on a significantly larger base. The market is susceptible to gray operations of unorganized players bringing copy-cat models to the market - usually without payment of taxes and duties. The current year saw significant impact from this phenomenon. The only way to sidestep this problem is to keep bringing new models which are creative and innovative. This is a continuous process and hopefully efforts in this regard will mitigate this undesirable market phenomenon.

Prospects are promising in the Lighting Products business - both in the CFL and GLS segments. Challenges remain with regard to handling of warranties and competitive pricing - but these are being met. This business remains a key focus area for the Company and an avenue for growth.

Packet tea will add to the turnover. Focus is currently on to improve profitability of this business.

As explained earlier, the Company's cost structure is sensitive to zinc and exchange rate of the Indian Rupee and overall inflationary trends. At the present moment, zinc remains stable at current levels - barring some very recent softness. Predictions on Rupee seem to indicate that it will appreciate against the dollar. So it appears that the impact of these 2 factors may off- set each other on the cost of the Company. There is no sign yet of the inflationary trend decelerating. Also, other commodities used as input materials are also showing increasing trends. These may continue to impact margins negatively. Efforts are being made to recover a part of the adverse impact from the market - to the extent practicable.

Finance

Tight control was kept over the finances of your Company, with emphasis on reduction of debt. This along with strict management of working capital helped your Company save interest charges.

Your Company met its financial commitments in servicing debt and repayments thereof in a timely manner. Capital expenditure programme was fully met.

A transfer of Rs. 40 crores was made to the General Reserves out of the amount available for appropriation. After providing for the proposed dividend and Dividend Distribution Tax, profits left to be carried forward was at Rs. 33.21 crores.

Employee Relations

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

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

A statement of particulars of employees as required under section 217 (2A) of the Companies Act, 1956 forms a part of this report as a separate Annexure. In terms of section 219 (1)(b)(iv) of the Act, this Report is being sent to all Members without the said annexure. Any member interested in taking inspection or obtaining a copy of the statement may contact the Secretary of the Company at its Registered Office during working hours, till the date of the Annual General Meeting.

Update

Consequent to the trial proceedings before the Chief Judicial Magistrate, Bhopal, on the modified criminal charges framed under the directions of the Supreme Court that commenced in September 1997, having been concluded, a curative petition filed by the Union of India, against the said directions of the Supreme Court had been filed and been dismissed. The State of Madhya Pradesh and the Union of India have filed necessary revisions of the criminal charges framed and have also filed appeals against the order of the Chief Judicial Magistrate, Bhopal, in the Sessions Court, Bhopal. The Company has also filed its appeal. As per the views and advice of the legal counsel, it is believed that the findings against the Company are likely to fail ultimately.

The Union of India has also filed a curative petition against the Company amongst others including the erstwhile foreign holding company, with regard to enhancement of compensation, claimed earlier by the Union of India from the foreign holding company as well as certain rehabilitation costs. As per the views and advice of the legal counsel it is believed that the said petition is devoid of any merit.

Cost Auditors

As per the Order of the Central Government and in pursuance of Section 233B of the Companies Act, 1956, your Company carries out an audit of the cost accounts of the Company relating to dry cell batteries. The due date for filing of the Cost Audit Report with the Ministry of Corporate Affairs for the financial year ended 31st March, 2010 was September 27, 2010 and the same was filed on the said due date. The Board, has upon the recommendation of the Audit Committee reappointed M/s.Mani & Co., Cost Accountants, Registration No. 00004, Ashoka, 111 Southern Avenue, Kolkata - 700 029, (being eligible for the reappointment), to audit the cost accounts of the Company relating to dry cell batteries, for the financial year ending 31st March, 2012, subject to the approval of the Central Government.

Public Deposits

Your Company does not have any public deposit scheme and has repaid all Fixed Deposits that have matured and were claimed by depositors under the earlier scheme. Rs. 0.72 Lakhs as claimed and paid, however, remain un-encashed by the depositors as on March 31,2011.

Exports and Foreign Exchange Earnings and Outgo

During the year under review, your Company exported batteries totaling to a value of Rs. 2,494.07 Lakhs (2009-10 : Rs. 2553.54 Lakhs) and flashlights totaling to a value of Rs. 643.10 Lakhs (2009-10 : Rs. 471.81 Lakhs).

Rs. Lakhs

31.03.2011 31.03.2010

Foreign Exchange Earnings 1,728.18 1792.56

Foreign Exchange Outgo 13,918.81 13,836.18

Conservation of Energy and Technology Absorption

Astatement giving details of conservation of energy and technology absorption in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state as follows:

1. That in the preparation of the annual accounts for the financial year ended March, 31,2011, the applicable accounting standards had been followed with no material departures;

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

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Directors

Mr. D. Khaitan, stepped down as Executive Vice Chairman and Managing Director of the Company effective from the close of working hours of August 10,2011. Mr. Khaitan, however, will continue as the Vice Chairman of the Board.

Mr. D. Khaitan had been re-appointed as Executive Vice Chairman & Managing Director for a further period of three years effective June 1, 2011. Consequent to his stepping down and acceptance of the same by the Board, Mr. D. Khaitan's re-appointment for the period June 1,2011 to August 10, 2011, only, is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Mr. Amritanshu Khaitan was appointed as Additional Director by the Board effective August 10, 2011. In terms of Article 116(1) of the Articles of Association of the Company, Mr. Amritanshu Khaitan holds office until the forthcoming Annual General Meeting. Notice in writing under Section 257(1) of the Companies Act, 1956 has been received from a Member signifying his intention to propose Mr. Amritanshu Khaitan for election to the office of Director. The above re-appointment of Mr. Amritanshu Khaitan is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Mr. S. Saha has been re-appointed as Wholetime Director for a further period of three years effective March 22,2011.

Mr. Amritanshu Khaitan has been appointed as Wholetime Director for a period of three years effective August 10,2011.

The above appointment and re-appointments of the executive directors are subject to the approval of the shareholders at the forthcoming Annual General Meeting.

In accordance with the Articles of Association, Mr.B. M. Khaitan, Mr. B. Mitter, Mr. D. Khaitan and Mr. V Bhandari will retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

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

Auditors

Messrs. Deloitte Haskins & Sells retire as Auditors at the conclusion of theforthcomingAnnual General Meeting and, being eligible, offer themselves for re-appointment.

Management Discussion and Analysis Report and Report on Corporate Governance

As required in terms of the Listing Agreement with Stock Exchanges a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed.

For and on behalf of the Board

Kolkata B. M. Khaitan

August 10,2011 Chairman

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Mar 31, 2010

The Directors are pleased to present the Annual Report, together with the audited Accounts of your Company for the financial year ended March 31,2010.

Review of Performance

Financial results are summarized below:

(Rs.inCrores)

2009-10 2008-09

Net Sales 968.73 857.33

Other Operating Income 1.42 3.16

Profit / (Loss) from sale of real estate 7.03 -

Total Income 977.18 860.49

Total Expenditure adjusted for increase/decrease of stocks 853.30 778.83

Provision no longer required (125) <1.25>

Total Expenditure 852.05 776.88

Profits before Depreciation, Interest, Exceptional Items and Taxation 125.13 83.61

Depreciation 2413 24.93

Interest and Finance Cost 3438 40.70

Profit/(Loss) before Exceptional Items and Taxation 66.62 17.98

Exceptional Items (97.37) -

Profit before Taxation 163.99 -

Provision for Taxation 2178 (1.42)

Profit/(Loss) after Taxation 142.21 19.40

Balance of Profit / (Loss)brought forward from previous year 0.08 (19.32)

Amount available for Appropriation 142.29 0.08

Which the Directors recommend for appropriation as under:

-Proposed Dividend 3.63 -

-Taxon Proposed Dividend 0.60 -

-General Reserve 100.00 -

Balance carried forward to Balance Sheet 38.06 0.08



Net sales for the year were higher by 13% over the previous financial year. Profit before Depreciation, Interest and Taxation (PBDIT) before exceptional items was higher by 50% at Rs. 125.13 crores as compared to Rs.83.61 crores in the previous year. This progress coupled with your Companys improved financial position - entailing lower charges on account of interest - resulted in Profit before Taxation without considering exceptional items at Rs.66.62 crores against Rs.17.98 crores in the previous year - a growth of 271 %. With the exceptional items contributing a net sum of further Rs. 97.37 crores, Profit after Taxation stood at Rs.142.21 crores for the year against the corresponding figure of Rs. 19.40 crores in the previous year.

This improved performance was contributed by overall improvement in operations, growth in volumes, lower incidence of excise duty and lower financing costs despite somewhat hardening of input costs, gradually over the year.

Dividend

Your Directors are pleased to recommend for approval of the shareholders, a dividend of Re. 0.50 per equity share on 7,26,87,260 fully paid up equity shares of Rs.5/- each being 10% on the paid up value of the equity shares of the Company for the year ended March 31,2010 (previous year - nil).

Operational Review

Batteries and Flashlights

Batteries went through significant price increases to offset material cost push in the recent past. Cumulative price increases for the various battery types ranged between 20 per cent and 50 per cent. This met with stiff consumer resistance and demand started slowing down. Unfortunately, the price increases had to be persisted with, due to input costs continuing to prevail at high levels.

The consumer resistance mainly manifested itself in torch-using consumers (a key segment), looking for more energy efficient torches. Traditionally, they were using torches with incandescent bulbs using D size batteries. The changed dynamics made them shift to torches with LED bulbs using AA batteries (more fully covered subsequently). Thus, degrowth was most pronounced in D size batteries.

This trend of de-growth continued till the first quarter of the current year. In a very encouraging development this product segment turned to positive growth from the second quarter. Turnover grew in the last 3 quarters by 7% as compared to the corresponding period of the previous financial year.

So far the market share position remains unaltered despite the various market changes taking place with your Company being at 51 % (Company estimate).

The phenomenon of consumer resistance to pricing actions was also very significant in the flashlights business. Similar to the trend in batteries, flashlights business also experienced degrowth of volumes. The impact was most significant in the brass segment of flashlights - predominantly used in the rural areas.

As a mitigation measure and with a view to giving consumers a value-for- money option, the Company introduced a new class of flashlights. This new segment has popularly come to be known as the LED segment due to usage of LED bulbs being used as the light source. The Company was at the forefront of introduction of this new segment and encouraged consumers to take to it due to the value proposition of lower battery consumption.

Initially introduced as a value offer, this segment has now started offering life-style products. These come in multifarious styling & colour, and offer choices to consumers across the aesthetic range and several price points. These have become the standard for flashlights in the country.

From the Companys perspective, this measure is positive. The earlier flashlights using incandescent bulbs (mainly brass flashlights) were profitable and were good for consumption of D size batteries but remained for long

period of in-use with consumers. The new LED torches are equally profitable and displays much lower in-use period and is good for battery consumption (mainly AA).

These new generation flashlights took the consumers fancy as these were introduced. The previous year recorded significant volume growth - thus increasing overall torch user-ship significantly. The current year also saw growth in this product category - though at a more sedate rate of 8% - however on a much broader base.

Also, these flashlights being energy efficient have longer replacement cycle of batteries. However once the cycle sets in, it is positive to overall battery consumption, as perhaps being vindicated by the battery growth currently visible.

Presently the Company is engaged in enriching its portfolio of LED flashlights by introducing products which are more technologically advanced or which cater to specific focused use. These efforts are seeing reintroduction of metal flashlights and/or those using D size batteries.

Your Companys share of the organized flashlights market remained at 76% (Company estimate). In a diversification of this product range, the Company launched a new range of lighting solutions for homes - addressing lack of electricity or the prevalent power-cut situation. This range of products has a simple message - light up your homes. It is creating new usage and conversion from kerosene lamps. This product range was soft-launched towards the very end of the previous year and the current year under review was the first full year of operation during year under review. Turnover achieved in this period was Rs.50 crores (previous year - Rs.3.82 crores).

It is also worthwhile to mention that battery input costs, after being soft during the previous year - started to increase gradually over the year. This was most significant in zinc - a key input material. Excise duty rate was also enhanced by 2% in the Union Budget 2010. These adverse impacts were to some extent neutralized by an overall stronger Rupee. The net adverse impact was passed on to the market - without any perceivable ill effect.

The manufacturing operations of your Company continued to focus on total quality management, safety, energy conservation and cost control. This helped your Company in achieving efficiency in the manufacturing function.

Operations at the manufacturing facility at Cossipore, Kolkata, were suspended in the previous year due to unjustified demands by a section of workers and their very aggressive stand, which continued to remain so. This had no impact on the operations of the Company, as supplies to the market were met by other units.

Operations were also suspended in the previous year at the manufacturing facility at Hyderabad, the facility being surplus to the Companys needs. The facility was formally closed from April 24,2010 in keeping with legal formalities. All workmen - barring a handful 24 - opted for a VRS scheme offered by the Company.

During the year your Company received an award from the Engineering Export Promotion Council for highest exports in thrust markets for thrust products (viz., batteries and flashlights).

Your Companys Noida unit was declared winner of Green Tech Foundations Silver Award in manufacturing sector for outstanding achievement in Environment Management.

Lighting Products

The Company started distributing compact fluorescent lamps (CFL) through the Companys distribution from June 2007. The Companys distribution which is at a tangible differentiation from usual electrical trade, and brand Eveready create a long term value - enhancing proposition in this business.

The Company also launched in April 2009, the full range of General Lighting Service (GLS) lamps - the normal mass market incandescent lamp. This market is stagnant on account of shift taking to CFL lamps - but still has considerable size, and the Company needed to enter this as it plans to be a full range player in the lighting products business. The Companys brand and distribution edge should be able to get it an attractive share of this market.

Net sales for the current year stood at Rs.91.54 crores with a growth of 151% over the previous year at Rs.36.41corres.

Packet Tea

The packet tea business continued with its steady performance through leveraging of the distribution network of the Company. Current share of the market stands at 1 - 6 per cent in the various markets of the country. Focus is currently being given to make the business profitable. As a compromise, some marginal turnover is being sacrificed. Sales turnover for the current year stood at Rs.75.94 crores - at a marginal decline against that of the previous year at Rs.81.67 crores.

Insect Repellents

The launch of Mosquito Coils and Liquid Vaporizers over the target markets across the country was completed in the previous year. The trade and consumer response to these products was encouraging. The business is still in a nascent stage. Current market share varies between 1 per cent and 3 per cent in the target markets. Turnover for the year under review was at Rs.11 crores.

Subsidiaries & Consolidated Financial Statements

The Company signed a Term Sheet on May 14, 2009 with C G Holding, France, for investment by the Company, both by way of equity and debt upto a maximum amount of 10 million Euro in an overseas Company, Novener SAS in order to acquire a controlling stake in Uniross SA, a French Company.

Uniross is engaged in the manufacturing and marketing of rechargeable batteries and allied products. Uniross has presence in various parts of the world and is particularly strong in Europe. It faced major financial difficulties prior to this acquisition on account of a high-cost acquisition not going as per plan and also on account of a commodity-led cost push. It currently continues to be loss making.

It has however a compelling case in terms of potential and the Company believes that it can be nursed back to sustainable profitability in the foreseeable future.

A sum of Rs.41.10 crores (equivalent to 6 million Euro) was remitted by the Company on June 27,2009 towards the equity stake of 80% and a sum of Rs. 6.27 crores (equivalent to 1 million Euro) was remitted on March 17, 2010 byway of debt. The Company effectively became the Holding Company of Uniross and its subsidiaries from July 1,2009.

Novener thus acquired a controlling stake of 97.3% in Uniross SA, which in turn has 100% stake in Uniross Batteries SAS, France which again, in turn, has 100% stake in Industrial - Uniross Batteries (PTY) Ltd., South Africa, Uniross Batteries GmbH Germany, Uniross Batteries Limited, UK, Zhongshan Uniross Industry Co. Limited, China, Everfast Rechargeables Limited, Hong Kong, Rechargeables Online SAS, France, Celltex Limited, Hong Kong, Uniross Batteries Corp., USAand Lognes Batteries Corp, USA. Uniross Batteries Corp. USA has 100% stake in North American Battery Corp, USAand Multiplier Industries Corp, USA. Novener also has 70% stake in Idea Power Limited, Hong Kong.

The addition of the above operation to your Company meant an addition of Rs.135. 43 crores in net sales and adding a net loss of Rs 14.98 crores. The effect of this is available in the Consolidated Accounts attached to this Report.

An overseas company, Everspark Hong Kong Private Ltd with a minimum paid up share capital of 100 shares of HK$ 1 each totaling to HK$ 100 was incorporated by the Company in Hong Kong on December 17, 2009, to be a wholly owned subsidiary of the Company. This was done with a view to obtain commercial benefits on the Companys sourcing of input materials and goods from China. However, this is at a feasibility exploration level and the subsidiary has not started trading yet.

The consolidated financial statements have been prepared in accordance with Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India and include the financial numbers of your Companys subsidiaries, for the year under review. As required by Clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

In terms of the exemption granted by the Central Government, under section 212 (8) of the CompaniesAct, 1956, the accounts of the applicable subsidiary companies for the year 2009-10 and the related detailed information are not attached. Hard copy of the Annual Accounts of the applicable subsidiary companies and related other information shall be made available to the members seeking such information and shall also be kept open for inspection at the Registered Office of the Company during working hours.

The statement under section 212 of the Companies Act, 1956 is attached.

Transfer of lease

The Company had entered into an MOU on August 29,2007 with Housing Development & Infrastructure Limited (HDIL) for the transfer of its leasehold premises at Navi Mumbai for a consideration of Rs.115 crores. The Company had received the full consideration by the previous year, the proceeds of which were utilized for repayment of debt.

The assignment/ transfer was completed during the year under review and the net income effect of the transfer was thus recorded in the accounts for the year as an exceptional item.

Prospects

The financial results for the year were very encouraging and vindicated your Companys efforts.

Despite the difficulties faced by the batteries and flashlights businesses in the recent past, it is firmly believed that there has not been any change in the basic fundamentals of the market. The demand drivers and the potential offered by the presently low-consuming Indian market will continue to offer major potential for growth. Also, after the consumers initial difficulty in adjusting to the new high cost regime, the market seems to have come back to the consumption levels determined by fundamental demand.

The tremendous growth seen in the flashlights business in the recent past has imploded usership and will benefit battery consumption in the long term. Growth of flashlights also looks sustainable - though at a moderate pace. The recently introduced lanterns will add to turnover growth and profitability.

Other products like packet tea, insect repellents and lighting products are poised for a success in the future. These new products leverage your Companys existing brand and distribution and will play a key role in improving scale and profitability of your Companys business.

The pillars behind your Companys sustained good performance over time continue to be its fundamental strengths on distinct quality edge, penetrative distribution and effective marketing. These strength areas will continue to take the Company to a path of sustainable growth.

The cost structure of the Company is sensitive to 2 specific items of the broader economy-

1. Price of zinc, as this constitutes about 17% of raw material costs, and

2. US dollar exchange rate against Indian Rupee, as 40% of the cost of materials and goods is dollar denominated.

As a coincidence or otherwise, these 2 factors had been moving in opposite directions over the recent past and also during the year under review. Thus, the hardening zinc price was to some extent neutralized by the appreciating Rupee. However, any remaining adverse impact will have to be recovered from the market - as was done towards the end of this year, without any ill effect.

Also as the economy continues its gradual improvement, overall benefit

should also percolate to your Companys sales volumes. The economic measures taken by the Government focusing on rural and poorer sections of the society will benefit the Company as it is in the marketing of essential products consumed even by the poor and is deeply entrenched in rural distribution. All these factors are expected to combine for a further improved performance.

Convertible Warrants

An amount of Rs. 2.61 Crores representing the initial amount paid on allotment of 45,00,000 covertible warrants on preferential basis on October 17, 2007, has been forfeited on April 16, 2009, on the expiry of the time frame to opt for conversion.

Finance

Tight control was kept over the finances of your Company, with emphasis on reduction of debt. This, along with strict management of working capital helped your Company save interest charges.

Your Company met its financial commitments in servicing debt and repayments thereof in a timely manner. Capital expenditure programme was fully met.

A transfer of Rs. 100 crores was made to the General Reserves out of the amount available for appropriation. After providing for proposed dividend and Dividend Distribution Tax, profits left to be carried forward was at Rs. 38.06 crores.

Employee Relations

One of your Companys key strengths is its people. Relations with employees remained cordial and satisfactory. Your Board would like to place on record its appreciation of employees for their contributions to the business.

Your Company believes in a system of Human Resource Management which rewards merit based performance and playing an active role in improving employee skills. Actions during the year under review were supportive of this policy. Long-term wage settlements were concluded at the Taratalla unit.

A statement of particulars of employees as required under section 217 (2A) of the Companies Act, 1956 forms a part of this report as a separate Annexure. In terms of section 219 (1)(b)(iv) of the Act, this Report is being sent to all Members without the said annexure. Any member interested in taking inspection or obtaining a copy of the statement may contact the Secretary of the Company at its Registered Office during working hours.

Public Deposits

Your Company does not have any public deposit scheme and has repaid all Fixed Deposits that have matured and were claimed by depositors under the earlier scheme. Rs. 1.47 lakhs remain unencashed by the depositors as on March 31,2010.

Exports and Foreign Exchange Earnings and Outgo

During the year under review, your Company exported batteries totaling to a value of Rs. 2553.54 Lakhs (2008-09: Rs. 2545.92 Lakhs and flashlights totaling to a value of Rs. 471.81 Lakhs (2008-09 : Rs. 285.06 Lakhs).

Rs.Lakhs

31.03.2010 31.03.2009

Foreign Exchange Earnings 1792.56 1766.07

Foreign Exchange Outgo 13836.18 10963.73



Conservation of Energy and Technology Absorption

Astatement giving details of conservation of energyand technology absorption in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed.

DirectorsResponsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state as follows:

1. That in the preparation of the annual accounts for the financial year ended March 31,2010, the applicable accounting standards had been followed with no material departures;

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

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Directors

In accordance with the Articles of Association of the Company, Mr. D. A. Nanda, Mr. S. Saha and Mr. S. Goenka will retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. S. Sarkar was appointed as Additional Director by the Board effective February 24, 2010. In terms of Article 116(1) of the Articles of Association of the Company Mr. S. Sarkar holds office until the forthcoming Annual General Meeting. Notice in writing under Section 257(1) of the Companies Act, 1956 has been received from a Member signifying his intention to propose Mr. Sarkar for election to the office of Director.

The above re-appointment of Mr. Sarkar is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Mr. V. Sridar resigned from the Board of Directors of the Company effective February 24, 2010. The Board records its appreciation of the valuable services rendered by Mr. Sridar during his tenure as Director.

On a Reference Application made by the Central Government to the Company Law Board (CLB) under Section 408 of the Companies Act, 1956, the CLB, by an order dated December 20,2004 directed the Central Government to appoint three Directors on the Companys Board for three years. As the CLBs order suffers from various legal infirmities, the Company, based on legal advice, has challenged this order of the CLB before the High Court at Calcutta, which has, by an interim order, stayed the operation of the CLBs order. The stay is continuing.

Auditors

Messrs. Deloitte Haskins & Sells retire as Auditors at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Management Discussion and Analysis Report and Report on Corporate Governance

As required in terms of the Listing Agreement with Stock Exchanges a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed.

For and on behalf of the Board Kolkata B. M. Khaitan

July 30,2010 Chairman