PDF

Download as pdf or txt
Download as pdf or txt
You are on page 1of 189

FROM SMALL EMERGENCY

LIGHT BATTERIES TO
FY 2015-16 WAS A LANDMARK YEAR
HUGE SUBMARINE FOR US IN TERMS OF THE INITIATIVES
BATTERIES, ONE BRAND THAT WE HAD UNDERTAKEN TO
SET ASIDE THE STATUS QUO AND
ENJOYS AN UNRIVALLED TRANSFORM.

REPUTATION. DURING THE YEAR, WE INTRODUCED


A DIVERSE RANGE OF PRODUCTS FOR

EXIDE
EXISTING AND NEW MARKETS.

WE ADOPTED ADVANCED
TECHNOLOGIES TO ENHANCE
PRODUCTIVITY, EFFICIENCY AND
INTEGRATION.

WE STRENGTHENED OUR R&D


BACKBONE TO MAKE IT MORE
RESPONSIVE TO MARKET DEMAND.

WE RESTRUCTURED OPERATIONS
AND REVAMPED SERVICE
EXIDE IS THE ONLY BRAND THAT
AT EXIDE, OFFERS A BATTERY FOR EVERY TYPE
TOUCH POINTS TO MAKE THEM
MORE ALIGNED TO CUSTOMER
WE ARE THE OF VEHICLE ON INDIAN ROADS. IT
IS THE PREFERRED BATTERY FOR
ASPIRATIONS.

LEADING MOST INTERNATIONAL AUTOMOBILE


COMPANIES OPERATING IN INDIA.
WE CONDUCTED EXTENSIVE
TRAINING AND ENGAGEMENT
POWERHOUSE WITH EXTENSIVE PRESENCE ACROSS
GEOGRAPHIES, EXIDE ENJOYS
INITIATIVES TO INITIATE A CHANGE IN
THE THOUGHT PROCESS OF PEOPLE.
OF KNOWLEDGE TOP-OF-THE-MIND BRAND RECALL
AMONG ITS TARGET AUDIENCE.
FOR LEAD WE ARE BECOMING MORE AGILE
TO DELIVER ON THE EXPECTATIONS
NOW THE BIG PICTURE AT EXIDE IS
ACID STORAGE ONE OF PARADIGM CHANGE.
OF CUSTOMERS AND ALL OTHER
STAKEHOLDERS.
BATTERY WITH AN ENRICHED PORTFOLIO, WE ARE REFRESHED, REALIGNED AND
INDUSTRY, CONSISTENT FOCUS ON INNOVATION,
OPERATIONAL EFFICIENCIES,
SETTING A NEW COURSE FOR THE
FUTURE, BEYOND OLD PARADIGMS
BECAUSE DISTRIBUTION NETWORK AND
SERVICE DELIVERY, EXIDE IS SETTING
AND PERSPECTIVES.

WE HAVE NEW TRENDS FOR THE INDUSTRY.


THE OBJECTIVE IS TO PROVIDE THE
THE WIDEST CUSTOMER WITH A DIFFERENTIATED
EXPERIENCE AND REACH THE NEXT
SPECTRUM LEVEL OF BRAND VISIBILITY AND
REPUTATION.
OF LEAD ACID
BATTERY
PRODUCTS.
Evolution on!

Ever since inception,


Exide has evolved Our vision
through a consistent
Providing credible value addition to customers,
focus on customer
employees and shareholders while simultaneously
aspirations, convenience,
being recognised by society as a responsible
dependability and trust.
corporate citizen. In addition, achieving
The result is that we
operational excellence while addressing and
are one of the leading
taking steps towards environmental protection.
producers of lead-acid
storage batteries for both
automotive and industrial
applications worldwide.

For decades, our brand has been


embraced by generations in India
Our mission
and globally, because we have always
improved our product portfolio and Strive to carefully balance the interest of all
reinforced our service network in stakeholders; to fulfil aspirations of the employees
response to changing times. We focus on
innovation and technology upgradation
and to passionately pursue excellence without
to not just meet present needs; but to deviating from our core values.
build batteries that will energise the
future.

We integrate insights of customers and


business partners in the way we think
and act in order to sustain leadership in Our core values
a dynamic industry scenario. Our brand
recall is top-of-the-mind to the extent Customer Orientation
that it is generic to the category. That
is both an honour and a responsibility
Personal Integrity and Commitment
for us to continue to evolve and deliver Teamwork and Mutual Support
on the expectation of customers, Employee Development and Involvement
shareholders, employees and society.
Striving for Excellence
Management by Processes and Facts
Responsible Corporate Citizenship

2 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Corporate Overview

Quick Facts

6+ No.1 5,000+
DECADES OF INDUSTRY STORAGE BATTERY EMPLOYEE STRENGTH
PRESENCE COMPANY IN INDIA

35,000+ 2.5Ah to 100+


TOTAL RETAIL NETWORK 20,000Ah OEM PARTNERS

BATTERY STORAGE
RANGE

40+ 12 227
COUNTRY PRESENCE REGIONAL OFFICES IN INDIA SALES AND SERVICE OFFICES IN INDIA

Our Business Divisions


Lead Acid Storage
Battery Industry
Automotive Batteries Industrial Batteries Submarine Batteries

OEM Aftermarket Exports FMIB Infrastructure Exports

Home UPS Online/Offline UPS

Railways Telecom Solar Power Projects Traction Miners’ Cap Lamp

Annual Report 2015-16 3


EVOLUTION ON! CONTINUED

Global Footprint SUBSIDIARY AUTOMOTIVE INDUSTRIAL BOTH

11
8

37 12 34

2
19 29 16
18
35 5
26 4 14
33 31 25
13 23 38
9 22 30 7
20 6
36
32 17 27
15
39
24 40 21 3 10
28
1

1 Argentina 23 Oman Roorkee Plant Haridwar Plant


2 Armenia 24 Paraguay
3 Australia 25 Philippines
4 Bahrain 26 Qatar
5 Bangladesh 27 Singapore
6 Brunei 28 South Africa Shamnagar Plant
7 Cambodia 29 South Korea Haldia Plant
8 Canada 30 Sri Lanka
Factories Capacity
9 Colombia 31 Taiwan (Established)
10 Fiji 32 Tanzania
Mn Units M Ah Mn units
11 Finland 33 Thailand Bawal Plant
Auto MC Indl HUPS
12 Germany 34 Turkmenistan
Hosur Plant Systems
13 Ghana 35 UAE
Shamnagar 1.6 636
14 Hong Kong 36 Uganda Chinchwad
(1946)
15 Indonesia 37 UK Plant
Chinchwad 2.9 4.0
16 Japan 38 Vietnam Taloja Plant (1969)
17 Kenya 39 Zambia Ahmednagar Haldia (1981) 2.1 1102
18 Kuwait 40 Zimbabwe Plant Hosur (1997) 2.8 1086
19 Lebanon Taloja (1998) 2.8 0.6
20 Malaysia Bawal (2003) 8.4
21 Mauritius Ahmednagar 9.0
22 Nigeria (2010)
Roorkee (2011) 0.50
Haridwar (2012) 0.50
Total 12.2 22.0 2824 1.00

4 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Corporate Overview

Manufacturing Capacities Equity Share Information Our Certifications


Exide’s range and scale of Market Capitalisation (March 31, Haldia (West Bengal)
manufacturing operations can be 2016): Rs.11,870 Crores
matched by very few companies in the Hosur (Tamil Nadu)
Proposed Final Dividend: Re.0.80
world. We have nine factories spread
per share (Face value Re.1) Shamnagar (West Bengal)
across India. Together, they can produce
around 34.2 million units of automobile Promoters Holding: 45.99% Taloja (Maharashtra)
batteries (including batteries for
National Stock Exchange (NSE): Taloja, Submarine (Maharashtra)
motorcycle applications) annually, and
EXIDEIND
over 2,824 million ampere-hours of
Chinchwad (Maharashtra)
industrial power every year. Bombay Stock Exchange (BSE):
500086 Bawal (Haryana)
Our facilities are strategically located The Calcutta Stock Exchange
near high-growth markets. Moreover, Ahmednagar (Maharashtra)
Limited (CSE) : 15060 & 10015060
our manufacturing assets are proximate
to ports, resulting in significant savings ISO 9001 Quality management
in logistics cost; considering significant
TS-16949 Quality management
imports of capital goods and raw
materials. We also have presence ISO 14001 Environment
in exports. Management System
OHSAS 18001 Occupational
health and safety management

Extensive Applications

AUTOMOTIVE OTHER AUTOMOTIVES STANDBY NON-CONVENTIONAL


Passenger Vehicles Hybrid Vehicles Power & Infrastructural Projects ENERGY
Automotive Stop Start Generator Starting Telecom Solar
Commercial Vehicles Flat Plate GEL UPS
Tractors Inverter
Miners’ Cap Lamp

TWO WHEELERS MOTIVE POWER RAILWAYS


MC Conventional Traction Train Lighting & Air-
Motorcycle MF Electric Vehicles Conditioning
MC VRLA Golf Cart Electric Multiple Units
E Bike Submarine - Type I, II, III Diesel Loco Starters
Signalling & Telecom

Annual Report 2015-16 5


2006-07 155 2006-07 1,870
2007-08 250 2007-08 2,845

6
2008-09 284 2008-09 3,393
2009-10 537 2009-10 3,794

TURNOVER
2010-11 666 2010-11 4,554
2011-12 461 2011-12 5,107
2012-13 523 2012-13 6,071
2013-14 487 2013-14 5,964

Exide Industries Limited


PROFIT AFTER TAX (PAT)
2014-15 546 2014-15 6,866

Rs. In Crore
2015-16 623 2015-16 6,809 Rs. In Crore

2006-07 20 2006-07 317


2007-08 15 2007-08 476
2008-09 20 2008-09 551
2009-10 18 2009-10 902
Key Performance Indicators

2010-11 21 2010-11 983


2011-12 31 2011-12 751

DIVIDEND PAYOUT
2012-13 30 2012-13 860
2013-14 37 2013-14 850
2014-15 40 2014-15 940
OPERATING PROFIT (EBITDA)
Rs. In Crore

(As % of PAT )
2015-16 39 2015-16 1,067

2006-07 731 2006-07 235

2007-08 1,031 2007-08 374

2008-09 1,134 2008-09 435

2009-10 1,151 2009-10 811

EXCHEQUER
2010-11 1,443 2010-11 940

2011-12 1,559 2011-12 645

2012-13 1,909 2012-13 742

2013-14 1,898 2013-14 723


CONTRIBUTION TO THE
PROFIT BEFORE TAX (PBT)

2014-15 2,015 2014-15 798


Rs. In Crore

2015-16 2,188 2015-16 906


Rs. In Crore
THE EXIDE
STORY GOVERNANCE FINANCIALS
Key Performance Indicators

SHAREHOLDERS’ FUNDS SOURCES OF FUNDS


Rs. In Crore %
PROFIT AFTER TAX
4,412 14%
4,032
3,708
3,399

Y-O-Y
3,032
2,715
2,190
1,218
990

EBITDA
628

Shareholders’ Funds: 72
Payable for Goods supplied
and services rendered: 23
14%
2006-07
2007-08
2008-09
2009-10
2010-11
2011-12
2012-13
2013-14
2014-15
2015-16

Deferred Tax Liability: 2


Loan Funds: 2
Y-O-Y
Proposed Dividend
(including Tax on Dividend): 1

EARNINGS PER
EARNINGS PER SHARE APPLICATION OF FUNDS SHARE

14%
(Rs.) %
7.84

7.33
6.69

6.42
6.15

Y-O-Y
5.73
5.42
3.55
3.30

SHAREHOLDERS’
2.07

FUND
Investments: 44
Fixed Assets: 24
9%
2006-07
2007-08
2008-09
2009-10
2010-11
2011-12
2012-13
2013-14
2014-15
2015-16

Inventories: 19
Customers and Others: 12 Y-O-Y
Cash and Bank Balance: 1

Annual Report 2015-16 7


Energising Lives

AUTOMOTIVE
BATTERY RANGE

Four-wheeler Three-wheeler Two-wheeler Inverter


Batteries Batteries Batteries Batteries

Exide Matrix Exide E-Ride (E-Rickshaw Exide Xplore Exide Gel Magic
Exide Mileage battery) Exide Xtreme Exide Invatall
Exide EEZY Exide Eko Exide Bikerz Exide Invamore
Exide Little Champ Exide Skutec Exide Invasmart
Exide Xpress Exide Invaplus
Exide Jai Kisan Exide Instabrite
Exide Jai Kisan Shakti

Genset Solar Home UPS


Battery Battery

Exide Genplus Exide Kiran Exide Pure Sine Wave


Exide XTATIC
Exide ECO

8 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Energising Lives

INDUSTRIAL
BATTERY RANGE

Railways Online / Offline UPS Systems Home UPS and Inverters


Train Lighting - 3LMX120P Flooded Flooded Range InvaRED
Train Lighting & Air Conditioning 6EL Range - Tubular Design InvaTUBULAR
Electric Multiple Units - Flooded 6EL Plus Range - Tubular Design IT 500 Super
4DS21TF - Diesel Loco Starter 6ELF Range - Flat Plate Design Intellisense INVATUBULAR
Stationary Battery - SPG Type InvaGO
SMF VRLA Range InvaMASTER
Telecom Powersafe Plus - AGM VRLA Tubular GEL
AGM - VRLA Battery Powersafe NXT
Tubular Gel VRLA battery Powersafe XHD - VRLA Tubular Miners’ Cap Lamps
LED Miners Cap Lamps - Smartlite
Solar Exide Range Exide Oldham GT Miners Cap Lamps
Solatron SGL SMF VRLA - Exide PowerSafe
Solatron - Tubular Gel VRLA 2V Cell Plus Range Higher KVA Systems
Solatubular & Solablitz Tubular SMF VRLA - Exide PowerSafe HKVA UPS System (2.0 to 12kVA)
Flooded Range NXT Range
Solar Tubular - LMXT 2V Range Tubular Gel VRLA - Exide PowerSafe Lower KVA Systems
XHD Range Exide Premium Pure Sine Wave UPS
Power and Infrastructural Flooded Tubular - 6EL Range Exide Xtatic Home UPS System
Projects Flooded Tubular - 6EL+ Range Exide ECO Home UPS System
Exide HR Tubular Standby Batteries
(HDP & NDP) Chloride Range SUBMARINE BATTERY
Exide TBS Tubular Batteries SMF VRLA - Chloride SafePower CS7-12 Exide is the only producer of submarine
Exide Planté - A byword for reliability batteries in India approved by Indian
Futuristic Exide Gel Tubular Batteries SF Range Navy and one of the few in the world.
Exide VRLA Batteries Tubular - SF Tube Power
Powersafe UPST

Annual Report 2015-16 9


Every day, we are
refreshing our brand
to make it more
contemporary and
aligned to customer
aspirations across
India and the world.
This process of
transformation will
pave the way for the
next altitude.
Technology
driven Products Decades rich
Experience

Exide
Promise

Value-for-Money
Pricing Wider Network and
Service Excellence
TECHNOLOGY
EXCELLENCE BRINGS
PARADIGM CHANGE
TECHNOLOGY IS THE PRIME DRIVER OF OUR PARADIGM SHIFT AT
EXIDE. CONSISTENT FOCUS ON INCORPORATING BEST-IN-CLASS
TECHNOLOGIES ENABLES US TO STAY AHEAD OF THE CURVE IN A
HYPER COMPETITIVE MARKET SCENARIO. DURING FY 2015-16, WE
INVESTED IN ADVANCED TECHNOLOGIES TO ELEVATE OUR PRODUCT
QUALITY, USHER IN A GREATER DEGREE OF AUTOMATION AND
ACHIEVE OPERATIONAL EFFICIENCIES.

12 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
A Paradigm Change

Technology Collaborations We have an existing technology We are putting in place a robust


We are fostering (on-going) technical cooperation agreement with Furukawa manufacturing ecosystem to ensure
collaboration and assistance agreements Battery Company Limited, Japan for global quality standards. We have a
with East Penn Manufacturing Company advanced, maintenance-free batteries for ‘four zero’ tenet in this regard – zero
Inc, USA, (EPM), a leading high quality four-wheelers as well as for VRLA batteries breakdown, zero defects, zero accidents
US manufacturer of lead-acid batteries for two-wheelers. and zero waste. We are deploying the TPM
and related knowhow. EPM is providing policy across our factories. We are also
technical assistance and support for the Capital Expenditure extending it to our upstream partners and
manufacture of both automotive and We have a planned capital expenditure vendors.
industrial batteries; as well as the two of over Rs. 1,400 crores for technology
captive lead smelting units belonging to up-gradation, making the organisation New Technology
your subsidiary company. more cost-efficient and driving higher Implementations
automation. This will enable us to (Industrial)
Major up-gradations and introduction reinforce our market leadership across We are implementing a large scale Cast-
of most advanced product design and product segments through better On-Strap (COS) line at Hosur, which will be
manufacturing technologies are currently product quality and durability. manufacturing large-size batteries in
in progress for the manufacture of FY 2016-17, enabling faster turnaround
automotive batteries of the highest quality. Culture of High Efficiency and output. At our Haldia plant, we
At Exide, we have built an efficient cost commenced operations of another
We also have agreements with Hitachi structure without compromising on COS line for much larger batteries
Chemicals (formerly Shin-Kobe Electric performance and quality of products. (traction cells).
Machinery Co. Limited), Japan for a
variety of automotive and VRLA industrial We are developing total production We implemented Double Orifice Paster
products. This collaboration has enabled maintenance (TPM) with consistent (DOP) at the Hosur Plant for VRLA
us to launch an advanced VRLA solution emphasis on quality. We undertake batteries for product quality consistently.
for the ever-growing telecom market with multiple KAIZEN initiatives to build a
un-matched life expectancy. stronger operating ecosystem. These
initiatives are reducing cost, minimising
wastage and leading to optimum
resource utilisation.

Part of Hitachi Group Japan


For automotive and industrial division

For automotive batteries at Taloja factory

For technical collaboration and assistance

Annual Report 2015-16 13


R&D EXPERTISE BRINGS
PARADIGM CHANGE
OUR R&D CAPABILITIES ARE UNVEILING NEW PRODUCTS FOR EXISTING
AS WELL AS NEW MARKETS, CUSTOMER SEGMENTS AND DELIVERY
PLATFORMS. THE RESULT IS DISRUPTIVE CHANGE, WHICH SETS ASIDE
FAMILIAR WAYS OF THINKING AND DOING BUSINESS.

Driving Innovation
Our in-house R&D Division is recognised by the Department of Scientific and Industrial Research, Government of India, as a fully
accredited Research Centre in the field of energy storage. We have over 50 professionals driving consistent product-process innovation.
We focus on the development of differentiated technology for tropical countries for long life and low top-up characteristics.

R&D Agenda
Offer the most advanced storage solutions at minimum cost
Work closely with technology partners to achieve better outcomes
Develop cutting-edge products for domestic and international markets
Develop new materials as well as advanced manufacturing techniques

14 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
A Paradigm Change

R&D ACHIEVEMENTS New Products Launched


(AUTOMOTIVE)
High life battery for E-Rickshaws INVA TALL Range
Introduced high-life batteries using
expanded positive technology for car
Tall battery. Taller performance.
applications
Introduced punched technology for Exide INVA MORE
batteries in car and SUV segments Get more out of life.
Introduced fully sealed batteries for
passenger cars
Inverter – Exide GEL MAGIC
Introduced new designs for OEMs
Introduced new products in inverter India’s first supergel technology enabled
segment inverter battery.
E-Ride Range (with Taller Flat Plates)
E-RIDE is the brand for
E-Rickshaw Segment The E-Rickshaw specialist.
We were one of the first few companies
to enter into the E-Rickshaw battery E-Ride Tubular Battery (Tubular Design)
segment, enjoying the first-mover
advantage. We have launched batteries
The Tubular E-Rickshaw Specialist.
in 88Ah, 100Ah and 115Ah in Flat Plate
and 100Ah in Tubular plate with 6 months New products for Trade Market -
and 12 months warranty, respectively. ‘EEZY’ Range of Batteries
E-Ride Red range has been launched at a Easy to drive. Easy on your pocket.
lower price to compete with local brands.
We are working on E-Rickshaw charging
station kiosks, which will be launched
New Low Cost for Trade Market - ‘DYNEX Range’
shortly. Heavy on performance. Low on price.

R&D ACHIEVEMENTS New Products Launched low-cost 40Ah battery


(INDUSTRIAL) Railways: Two new products under (domestic solar lighting system), 75Ah
Introduced new products in industrial development, which will be rolled out battery (street lighting systems) and
inverter segment in FY 2016-17 150Ah battery (large solar installations)
Introduced new products in telecom Power Projects: We have introduced Introduced tubular gel products for
segment gel-based products (Powergel) for the solar sector - these are user-friendly,
Automation across factories to ensure power sector. We executed the first maintenance free and rugged tubular
consistent product quality order in March, 2016 batteries
Strengthened our portfolio in the Solar: We launched all intermediate Telecom: Introduced advanced VRLA
renewable energy space ranges. We plugged in our gaps in version batteries
Consolidated our gel-based product product range through strategic Home UPS: Inva Master series and
portfolio product launches Tube Master series (low-cost version)
Developing tubular gel based products, Introduced multiple products in the Institutional UPS: Powersafe Plus
which will be products of the future economy segment, i.e. Home UPS,
enabling us to improve market share

Annual Report 2015-16 15


ROBUST SERVICE
NETWORK BRINGS
PARADIGM CHANGE
WE HAVE STEADILY STRENGTHENED OUR SERVICE EXCELLENCE TO
REINFORCE OUR BRAND PROMISE THAT ‘EXIDE CARES’. WE HAVE
IMPLEMENTED MANY INNOVATIVE STRATEGIES THAT OFFER A TRULY
DIFFERENTIATED AND CUSTOMER-CENTRIC PROPOSITION. WE WILL
PUT MORE EMPHASIS ON STRENGTHENING OUR SERVICES, SETTING
NEW TRENDS FOR THE INDUSTRY TO EMULATE.

16 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
A Paradigm Change

Transparent Battery Exide Care


Check-up
We have created an ecosystem at our
dealer outlets, where a consumer can get
We have more than 1,500 Exide Care
exclusive outlets, ensuring best-in-class
customer experience. These outlets reflect
1,500+
EXIDE CARE
his/her batteries checked and get a report our commitment to superior customer
EXCLUSIVE OUTLETS
card on its health within 10 minutes. care and services, offering complete auto
This ecosystem is powered by globally power solutions through our wide range
benchmarked equipment from the US. of products.
The result of these check-ups helps the
Company to take prompt decision on Exide Care outlets are designed to
warranty and replacement.

Exide Batmobile - Free


maintain specified service standards
and offer complete customer delight
and experience of the brand through a
30+
POWER CENTRE
Emergency Service combination of state-of-the-art design,
OUTLETS (INDUSTRIAL)
The Exide BATMOBILE is an emergency pleasant ambience, cutting-edge service
on-road service for cars and SUVs with a technology and customer focus.
battery problem. This service is provided
for batteries of any make and brand.
Started in 2000, Exide BATMOBILE has
spread over 85 locations with a fleet
of 124 two-wheelers and continues to
grow popular among customers. Millions
of customers have benefited from this
Customer Care
service over the last 16 years. 1800-103-5454

Annual Report 2015-16 17


WIDER VISIBILITY BRINGS
PARADIGM CHANGE
A LEGACY BRAND LIKE EXIDE NEEDS TO BE CONSTANTLY REFRESHED
AND CONTEMPORISED WITH A POSITIVE RESONANCE FOR GREATER
EYE SHARE NATIONALLY AND INTERNATIONALLY. OUR BRAND
REPUTATION IS UNRIVALLED IN THE INDUSTRY. STUDIES HAVE SHOWN
THAT THE BRAND’S UNAIDED RECALL WITH THE TARGET AUDIENCE
IS SIGNIFICANT. NOW, WE NEED TO BUILD ON THAT FOUNDATION TO
CREATE A NEW PARADIGM OF BRAND PROMISE.

18 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
A Paradigm Change

BRAND VISIBILITY of company officials visits the villages and In-shop POS: Every Exide outlet stands
(AUTOMOTIVE) provides servicing for tractor batteries, out with communication materials ranging
irrespective of the brand. from posters, danglers, streamers, banners,
E-Ride Campaigns standees, leaflets, rate cards to many more
Exide used the opportunity of a growing Project Highway is another on-going service such items. These materials help attend
market to launch E-Ride, the first branded programme to serve the truck segment. customer queries and guide them in
battery for E-Rickshaws. Since then Exide Under the scheme, we provide battery making their purchase decision.
has been actively hosting roadshows and servicing facility on highways, which are
activations to help E-Rickshaw customers availed by truck drivers. Roadshows and Exhibitions: Outdoor
get maximum returns through regular on-ground visibility at the consumer
maintenance of their battery. Exide’s tertiary distribution network of level continued through the tradition of
Humsafar partners is now 19,000 strong. connecting and engaging with consumers
Exide First During 2015-16, we have introduced a (B2B and B2C) closely and relevantly by
Our automotive division has developed a customised Humsafar Scooter service for a participation at various events.
dynamic programme to drive brand visibility faster turnaround time for warranty claim
and demand generation. The visibility settlement. Eye-catching van branding for roadshows
aspect focuses on audit, implementation with different panels, also showcase our
and close monitoring of on-shop, in-shop Exide special distribution network of CV offerings across automotives, two-wheelers
and POS materials to ensure maximum Dealers and Kisan Dealers continue to and inverter categories.
brand salience across outlets. We have a help the company to grow in the difficult
coverage of 60 spokes and 7,253 dealerships segments of commercial vehicles and BRAND VISIBILITY
by Field Champions, visiting each outlet tractors. (INDUSTRIAL)
at least once every quarter. In 2015-16, Over 2,500 authorised dealers cater to
over 6,449 demand generation activities In-shop Branding diverse needs of industrial customers. We
have also been conducted which have Exide Care Outlets: An exponential have tracmobiles for traction customers,
resulted in reaching out to more than nationwide expansion of Exide Care outlets which provide service in the various
83,598 consumers by selling 5,643 batteries ensures wider reach. industrial areas of the country through
through dealers. Exide First, in 2016-17, reactive and proactive services. We have
plans to cover more than 160 spokes Non-Exide Care Outlets: This year has also over 10 tracmobiles with a pan-India service
for customer engagement and superior seen a makeover of Non-Exide Care outlets. network and dedicated personnel for
visibility. Carried out in two distinctive phases, traction.
over 2,500 Non-Exide Care outlets were
Marquee Campaigns revamped this year, using, for the first time Exide Power Centre Shops: Launched
Project Kisan is our on-going initiative in India, a unique tiling method of branding. to establish a common look and feel and
to build an enduring relationship with This method reduced time and cost of the standardised positive brand experience for
customers, especially in rural areas. This execution to a substantial extent. the customer. We have several Exide Power
service is offered free of cost, when a team Centre shops across India.

Annual Report 2015-16 19


Business Division Review

AUTOMOTIVE DIVISION Marquee Customers (Automotive)


At Exide, we offer a comprehensive
range of automobile batteries in India.
Our automotive product range is built to Key MNC Customers
endure Indian road conditions. We offer
best-in-class design in accordance with
stringent application requirements.

We have been recognised as the original


equipment supplier for the world’s top
automotive companies operating out
of India.

We maintained our dominant OEM and


Key Domestic Customers
after-market status for both four-wheeler
and two-wheeler vehicles.

Going Forward
India is well positioned to cater to
domestic demand, while leveraging export
opportunities. Rise in India’s working-age
population is likely to help stimulate the
growing market for private vehicles. Rising INDUSTRIAL DIVISION Key Highlights, FY 2015-16
affordability, growing prosperity and easier We offer a wide range of industrial batteries, Registered moderate growth in both
accessibility to finance are expected to covering capacities from 2.5Ah to 20,600Ah. Institutional UPS and traction divisions
positively impact the four-wheelers market. These batteries are used by power, telecom, owing to innovative offerings as well
However, two-wheelers will remain the infrastructure and computer industries. as greater market penetration across all
preferred choice for a large section of Besides, we also provide batteries to the customer segments
people. Moreover, predictions of a better railways, mining and defence sectors. Launched new and cost-effective products
monsoon will enhance the demand for in Home UPS Tubular Battery division, which
tractors in rural India. We offer complete solution regarding received an encouraging response
equipment selection, battery sizing, Expanded our range in the telecom
We will continue to remain the preferred optimum room layout, installation, division, which is showing great promise
choice in India and globally. operation and maintenance. Tested the advanced VRLA designs in 2V

20 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Business Division Review

VRLA found superior acceptance and


performance. This is expected to boost
industrial sales
Introduced new cost-effective range of
products in the solar segment, enhancing
our competitiveness in the market
Consolidated our position in the Gel-
based battery products
Developed new products in Zambia,
Zimbabwe, Uganda and Lebanon
Launched a Battery Monitoring System
(BMS) for traction, which locally monitors
and uploads data on Cloud
Launched monitoring equipment like
blinkies, which blinks automatically Marquee Customers (Industrial)
when the water level goes down – Key MNC Customers
Normal Blinky and Classic Blinky in which
colour changes
Introduced protective systems like Epoxy
coating; it helps in reviewing the current
leakage
Offered extended warranty in some of
our products (up to 10 years). This is for
Planté and Tubular San (TBS) batteries
against an AMC

Going Forward Key Domestic Customers


The Government of India’s proactive policy
initiatives like the Make in India, Digital
India, Skill India, Power For All are likely to
transform the face of India’s urban and rural
development landscape. We are poised
to partner this resurgence with our wide
range of products.

SUBMARINE DIVISION Amur class), German (209 class), French


We manufacture high-end submarine (Scorpene class) and Indigenous (Nuclear
batteries conforming to the most stringent powered) design submarines. At present, we
technical specifications and quality manufacture two sets to export to Algeria
control standards. We are the country’s and two are in the pipeline to export to
only Company to maintain a dedicated Russia (Admiralty shipyard). Our batteries for
manpower to manufacture such specialised Russian submarines are certified by Russian
batteries. We are one of the few battery design agency ‘Rubin’, as compliant to norms.
manufacturers who are capable of
manufacturing submarine batteries for a During FY 2015-16, submarine batteries
wide range of submarine designs, such recorded an impressive growth of around
as Russian (Foxtrot/ Romeo/ Kilo/ 636/ 42% over the previous year.

Annual Report 2015-16 21


Human Face of Exide
OUR BRAND PROMISE IS DRIVEN BY OUR PEOPLE, WHO ARE TRAINED TO SHARPEN THEIR
SKILLS, GATHER AND SHARE RELEVANT KNOWLEDGE AND PERFORM AS POTENTIAL LEADERS.
WE STUDY THE BEST PRACTICES IN TRAINING, ENGAGEMENT, LEADERSHIP AND VALUES. THE
INSIGHTS GAINED ARE THEN ANALYSED, DISTILLED AND INTEGRATED AT EXIDE.

Nurturing Future Leaders During challenges, the motivation to


Our People Strategy in FY 2015-16 was achieve the organisational vision is higher
a continuation of our initiatives in the than the urge to avoid the discomfort.
previous year. The engagement and We strongly believe that, with clarity of
training programmes during the year purpose and a strong desire to succeed,
aimed at creating a Team Exide that is our colleagues can move forward towards
knowledge-led, agile and equipped to the vision of the organisation.
meet future opportunities. The objective
was to significantly raise Team Exide’s Training and Engagement
competency levels. Programmes
Tea-time with HR and HR Sampark
Strengthening Qualified Functional, behavioural and technical
Workforce training programmes for enhancing
Our annual HR Reflexions Survey focused people capabilities BEST HR PRACTICES AWARD
on Talent Management as a top priority. As part of a learning programme, FROM GENIUS CONSULTANTS IN
As a result, we strengthened our skilled teams from Exide were sent to our ASSOCIATION WITH THE TIMES
workforce base, bringing on board technological collaborators in the US OF INDIA
more chartered accountants, MBAs and Japan
and engineers. This approach has led Programmes for sales personnel
to greater stability at the operational focused on enhancing skills for business
and technical levels. At present, 75% development and management
of Exide employees have professional Behavioural and leadership skills
qualifications, a benchmark not prevalent improvement training was conducted
in the manufacturing sector. for plant-level employees
Functional and technical programmes
Instilling a Culture of for the middle and senior management
Excellence were conducted at XLRI, Jamshedpur,
Exide’s culture is people and performance ISB, Hyderabad and NITIE, Mumbai
centric. Throughout the year, we reinforce
that culture by ensuring that each We conducted an Employee Engagement
member of Team Exide must understand survey this year; we scored 7.4, which is
not only the Company’s vision, but also encouraging and reflects a high level of
know his/her own roles, responsibilities, people engagement.
and the specific initiatives that need to be
undertaken to achieve the vision.

22 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Human Face of Exide

Engagement Priorities
Exide Fit
Involves connecting with a new recruit
and tracking his/her progress for the first
six months. The objective is to ensure that
the employee’s transition to a new position is
smooth
HR by YOU
Focuses on the implementation of best
practices suggested by new recruits from
their past organisational experience. Nearly
80-100 suggestions are shared a month, of
which some insightful ones are integrated
within Exide
LEAP (Leveraging Employees through
Assessment of Potential)
Identifies junior management executives
who have the potential to grow; and are
then groomed separately
Exide STAR (Segmented and Targeted for
Attraction and Retention)
Identifies employees critical for the
organisation’s growth and whose retention
is crucial

Exide TAG
Encourages Employee Referrals for
positions in Exide to attract high-performing
talent with cultural fit

Annual Report 2015-16 23


Delivering on Community Aspirations
OUR COMMUNITY INITIATIVES FOCUS ON PROVIDING HEALTHCARE FACILITIES, EDUCATIONAL
SUPPORT, ENVIRONMENTAL SUSTAINABILITY AND EMPOWERMENT OF WOMEN.
AS A RESPONSIBLE BRAND WITH A RICH LEGACY, WE WILL CONTINUE TO CARE FOR THE
COMMUNITY THROUGH NEED-BASED INTERVENTION.

Driving Community Uplift Fulfilling primary health needs of children and train them in water, health
We aim to improve the life of people villages near our manufacturing plants and sanitation programmes to reduce
in the vicinity of our manufacturing through mobile health clinics waterborne diseases.
facilities through various initiatives. Providing relief to victims of natural
The villages around our manufacturing disasters, helping them start their life Our relationship with UNICEF contributes
plants are provided with necessities of afresh to the environment as well. We recycle old
daily life under various programmes. We Donating essential items to under- and used lead acid storage batteries and
concentrate on four basic factors: privileged section, making their life customers are encouraged to return their
Health more enriching old batteries to Exide for recycling.
Education Providing beautician training at
Environment the ‘make-up centre’ in Hosur. Our We are one of the few large lead acid
Women empowerment trainers teach girls the essentials of storage battery manufactures recycling
beauticians’ course and help them set old batteries at our smelters. Hence, the
Our CSR Approach up independent parlours impact on the environment is minimised.
Our CSR approach fulfils our social
objectives. The approach includes: UNICEF tie-up for Water,
Installing solar LED lights in schools Sanitation and Hygiene
without electricity Our association with the UNICEF for
Sinking tube wells in villages facing the National WASH programme is
shortage of potable drinking water globally recognised. We focus on school

24 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Delivering on Community Aspirations

CINI (MDRI) is a platform that supports such Sustainable Environment


We provide financial assistance to CINI, patients by providing them with suitable Our initiatives to protect the environment
which execute various programmes for marrow donors. We, at Exide, offer include:
the development of marginalised people. financial support to MDRI to help save Maintaining best-in-class pollution
Providing basic education to children precious lives. control system through robust air and
living in urban slums near our head water pollution mechanism
office at Kolkata Kalavrit – A Support to Preserving ‘Zero discharge’ status across
Working with mothers to improve their Gifted Students plants
health and general well-being We provide financial support to Maintaining green belt in and around
Aiming to prevent human trafficking, economically-challenged students plant locations
rampant in the area where the project of Kalavrit, an academy imparting
is underway comprehensive training of diverse Responsible Buyback
classical dance forms. Our grant is used We (through our dealers) buy back old
MDRI – A Commitment to in providing complementary training batteries from our customers and recycle
Save Lives to students who are gifted, but require them in smelters in various parts of
While thousands of patients with blood financial aid to progress. the country. We do it through captive
diseases need life-saving stem cells and third-party smelters. Old batteries
transplant, only a few find an appropriate procured by us are recycled and the lead
match. Marrow Donor Registry India is sold back to us in ingot form.

Annual Report 2015-16 25


Awards and Accolades

During the year, we won various awards Honoured with Quality


that demonstrate our commitment to Improvement Award 2015 from
excellence, meritocracy and stakeholder M/s Hyundai Emerged as runner-up in
value creation. Excellence in Customer Service 2015 by
Manufacturing Today
Awarded the Golden Peacock
National Quality Award 2016 Emerged as runner-up in Excellence
during IOD India’s ‘26th World Congress in Training and Skill Development
on LEADERSHIP FOR BUSINESS 2015 by Manufacturing Today
EXCELLENCE & INNOVATION’ and the
Golden Peacock Awards Ceremony in Awarded the gold and silver awards
Dubai at the 16th Annual Greentech
Environment Award 2015
Received National Convention on
Quality Concept (NCQC) Excellence Received the Prime Minister’s Shram
Awards 2015-16 from QCFI Shree Award from the PMO

Awarded the excellence in Honoured with the Supplier Quality


consistent Total Productive Excellence Award 2015 from GMI
Maintenance (TPM) Commitment
2015 by JIPM Received Poka-Yoke Competition
Award (Platinum & Gold Award) in
2015 from ABK AOTS-DOSOKAI

26 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Awards and Accolades | 10-Year Performance

10-Year Performance

2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
Sales (Gross) 2170 3294 3857 4122 5040 5672 6862 6755 7647 7727
Operating Profit 317 476 551 902 983 751 860 850 940 1067
Profit before tax 235 374 435 811 940 645 742 723 798 906
Taxation 80 124 151 274 274 184 219 236 252 283
Net Profit 155 250 284 537 666 461 523 487 546 623
Cash Profit 209 315 352 618 750 562 636 613 685 783
Earning Per Share (Rs.) 2.07 3.30 3.55 6.69 7.84 5.42 6.15 5.73 6.42 7.33
Dividend Payout* 31 37 56 95 140 145 156 178 220 243
Balance Sheet
Net Fixed Assets** 455 565 653 685 874 967 1028 1025 1168 1427
Investments 378 518 668 1335 1378 1555 1640 1967 1896 2687
Current Assets 572 877 742 912 1329 1547 1856 1941 2317 1993
Total Assets 1405 1960 2063 2932 3581 4069 4524 4933 5381 6107
Loans 325 350 317 90 2 - - - 18 102
Current Liabilities 407 572 487 593 796 954 1027 1120 1205 1468
Sub Total 732 922 804 683 798 954 1027 1120 1223 1570
Deferred Tax Liability 45 48 41 59 68 83 98 105 126 125
Net Worth** 628 990 1218 2190 2715 3032 3399 3708 4032 4412
Total Liabilities 1405 1960 2063 2932 3581 4069 4524 4933 5381 6107
Book Value Per Share (Rs.) *** 8.37 12.37 15.22 25.76 31.94 35.67 39.99 43.62 47.44 51.91
Return on Net worth (%) 30.8 39.9 28.7 44.1 30.4 17.0 17.2 14.3 14.5 15.4
* Including Dividend Distribution Tax
**Net of Revaluation Reserve
***At same per value of share

16% 14%
GROWTH IN MARKET GROWTH IN OPERATING
CAPITALISATION PROFIT (EBITDA)

15% 17% 16%


GROWTH IN GROWTH IN NET GROWTH IN
REVENUE PROFIT PBT

Growth Figures indicate CAGR

Annual Report 2015-16 27


Corporate Information
BOARD OF DIRECTORS AUDIT COMMITTEE
Mr. R. G. Kapadia Mr. Nawshir H. Mirza, Chairman
Chairman & Independent Director
Mr. R. G. Kapadia
Mr. R. B. Raheja Mr. Vijay Aggarwal
Vice-Chairman & Non-Executive Director Ms. Mona N. Desai
Mr. Sudhir Chand
Mr. P. K. Kataky
Managing Director & Chief Executive Officer
(till April 30, 2016)
NOMINATION AND REMUNERATION
Mr. G. Chatterjee
COMMITTEE
Managing Director & Chief Executive Officer
(w.e.f May 01, 2016) Mr. Vijay Aggarwal, Chairman
Ms. Mona N. Desai
Mr. A. K. Mukherjee
Mr. Sudhir Chand
Director- Finance & Chief Financial Officer

Mr. Nadeem Kazim


Director-HR & Personnel
STAKEHOLDERS
Mr. Subir Chakraborty
RELATIONSHIP COMMITTEE
Director-Automotive Mr. Sudhir Chand, Chairman
Mr. G. Chatterjee
Mr. Arun Mittal
Director-Industrial Mr. Subir Chakraborty
(w.e.f May 01, 2016)

Mr. Vijay Aggarwal


Independent Director SHARE TRANSFER COMMITTEE
Mr. G. Chatterjee, Chairman
Ms. Mona N. Desai
Mr. A. K. Mukherjee
Independent Director
Mr. Nadeem Kazim
Mr. Sudhir Chand Mr. Subir Chakraborty
Independent Director

Mr. Bharat D. Shah


Independent Director CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE
Mr. Nawshir H. Mirza
Independent Director Mr. Bharat D. Shah, Chairman
(w.e.f October 28, 2015) Mr. Sudhir Chand
Mr. G. Chatterjee
SECRETARY Mr. Subir Chakraborty

Mr. Jitendra Kumar

28 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Corporate Information

BANKING OPERATIONS COMMITTEE BANKERS


Mr. G. Chatterjee, Chairman State Bank of India
Mr. A. K. Mukherjee Standard Chartered Bank
Mr. Nadeem Kazim Citibank N.A.
Mr. Subir Chakraborty The Hongkong and Shanghai Banking Corporation Limited
BNP Paribas
EXECUTIVE COMMITTEE HDFC Bank Limited
Mr. G. Chatterjee Deutsche Bank AG
Mr. A. K. Mukherjee ICICI Bank Limited
Mr. Nadeem Kazim The Royal Bank of Scotland N.V.
Mr. Subir Chakraborty Bank of America N.A.
Mr. Arun Mittal Axis Bank Limited
Mr. Jitendra Kumar Yes Bank Limited
Mr. Achim Luelsdorf IDBI Bank Limited
Mr. Arnab Saha
REGISTRAR AND SHARE TRANSFER AGENT
STATUTORY AUDITORS C. B. Management Services (P) Ltd.
P-22, Bondel Road, Kolkata – 700 019
M/s S. R. Batliboi & Co. LLP
Chartered Accountants
22, Camac Street, SOLICITORS
3rd Floor, Block ‘C’ M/s A. H. Parpia & Co.
Kolkata – 700 016 Advocates & Solicitors
203-204 Prabhat Chambers
COST AUDITORS 92 S V Road, Khar (West)
Mumbai – 400 052
M/s Shome & Banerjee
Cost Accountants
5A, Nurulla Doctor Lane, (West Range) REGISTERED OFFICE
2nd Floor, Kolkata – 700 017 EXIDE HOUSE, 59E, Chowringhee Road,
Kolkata- 700 020
SECRETARIAL AUDITOR Phone: (033) 2283-2118/2150/2171, Fax: (033) 22832642
CIN: L31402WB1947PLC014919
M/s S. M. Gupta & Co.
E-mail: [email protected]
Company Secretaries
Website: www.exideindustries.com
P-15, Bentinck Street,
Kolkata– 700 001

Annual Report 2015-16 29


Notice of the 69th Annual General Meeting
NOTICE is hereby given that the 69th Annual General Meeting for the year ending 31st March, 2017 as approved by the
of the Members of the Company will be held at Kala Mandir, 48, Board of Directors, be and is hereby ratified.”
Shakespeare Sarani, Kolkata – 700 017 on Tuesday, the 19th day
of July, 2016 at 11.00 A.M. to transact the following business:- 7. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an
ORDINARY BUSINESS Ordinary Resolution:
1. To receive, consider and adopt the audited financial
statements (including audited consolidated financial “RESOLVED THAT pursuant to the provisions of Sections
statements) for the financial year ended 31st March, 2016 149, 150, 152 read with Schedule IV and other applicable
and the Reports of the Directors and the Auditors thereon. provisions of the Companies Act, 2013 and the rules
made thereunder, the Securities and Exchange Board of
2. To confirm the payment of Interim Dividend and declare India (Listing Obligations and Disclosure Requirements)
Final Dividend on equity shares for the Financial Year Regulations, 2015 (including any statutory modification(s)
ended 31st March, 2016. or re-enactment thereof for the time being in force),
Mr. Nawshir H. Mirza (holding DIN 00044816), who was
3. To appoint a Director in place of Mr. A. K. Mukherjee appointed as an Additional Director under Section 161(1)
(having DIN 00131626) who retires by rotation and, being of the Companies Act, 2013 with effect from 28th October,
eligible, offers himself for re-appointment. 2015 and in respect of whom the Company has received a
notice in writing from a member proposing his candidature
4. To appoint a Director in place of Mr. Nadeem Kazim (having for the office of Director, be and is hereby appointed as
DIN 03152081) who retires by rotation and, being eligible, an Independent Director of the Company to hold office
offers himself for re-appointment. for five consecutive years, not liable to retire by rotation,
upto the conclusion of the Annual General Meeting of the
5. To consider and if thought fit, to pass with or without Company to be held in the calendar year 2021.”
modification(s), the following resolution as an
Ordinary Resolution: 8. To consider and, if thought fit, to pass with or without
modification(s) the following resolution as an
“RESOLVED THAT M/s S. R. Batliboi & Co. LLP, Chartered Ordinary Resolution:
Accountants (Registration No. 301003E), be and is hereby
appointed as Auditors of the Company to hold office from the “RESOLVED THAT pursuant to the provisions of Sections
conclusion of this Annual General Meeting till the conclusion 196, 197 and 203 read with Schedule V and all other
of the next Annual General Meeting at remuneration to be applicable provisions of the Companies Act, 2013 and
fixed by the Board of Directors of the Company.” the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory
SPECIAL BUSINESS modification(s) or re-enactment thereof for the time being
6. To consider and if thought fit, to pass with or without in force), Mr. Gautam Chatterjee (holding DIN 00012306)
modification(s), the following resolution as an be and is hereby appointed as the Managing Director and
Ordinary Resolution: Chief Executive Officer of the Company for a period of 3
(three) years with effect from 1st May, 2016 upto 30th April,
“RESOLVED THAT pursuant to provisions of Section 148(3) 2019 on such remuneration and terms and conditions of
and other applicable provisions, if any, of the Companies service as detailed in the Explanatory Statement under
Act, 2013 read with Rule 14(a) of Companies (Audit and Section 102(1) of the Companies Act, 2013 annexed to the
Auditors) Rules, 2014, remuneration of Rs. 9,00,000/- Notice convening the meeting, with liberty to the Board
(Rupees Nine Lakhs only) plus out of pocket expenses and of Directors, including any Committee thereof, to alter
applicable taxes, payable to M/s Shome & Banerjee, Cost or vary the terms and conditions of appointment and/
Accountants (Registration No. 000001), for audit of the cost or remuneration, subject to the limits specified under
records of the products manufactured by the Company Schedule V of the Companies Act, 2013 and any statutory
modification or re-enactment thereto;

30 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Notice

RESOLVED FURTHER THAT the Board, including any RESOLVED FURTHER THAT the Board, including any
Committee thereof, be and is hereby authorised to do and Committee thereof, be and is hereby authorised to do and
perform all such acts, deeds, matters and things as may perform all such acts, deeds, matters and things as may
be considered necessary to give effect to the aforesaid be considered necessary to give effect to the aforesaid
resolution.” resolution.”

9. To consider and, if thought fit, to pass with or without 10. To consider, and, if thought fit, to pass with or without
modification(s) the following resolution as an modification(s), the following resolution as an
Ordinary Resolution: Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 “RESOLVED THAT in supersession of the resolution passed
and other applicable provisions of the Companies Act, 2013 by the members at its Annual General Meeting held on
read with the Companies (Appointment and Qualification 31st July, 2015 and pursuant to the provisions of Sections
of Directors) Rules, 2014, Mr. Arun Mittal (holding DIN 149, 197, 198 read with Schedule V and all other applicable
00412767), who was appointed as an Additional Director of provisions of the Companies Act, 2013 and the Companies
the Company with effect from 1st May, 2016 by the Board (Appointment and Remuneration of Managerial Personnel)
of Directors of the Company pursuant to Section 161(1) of Rules, 2014 (including any statutory modification(s) or
the Companies Act, 2013 and Article 118 of the Articles of re-enactment thereof for the time being in force), the
Association of the Company and in respect of whom the Securities and Exchange Board of India (Listing Obligations
Company has received a notice in writing from a member and Disclosure Requirements) Regulations, 2015, the
proposing his candidature for the office of Director, be Articles of Association of the Company and subject to such
and is hereby appointed as a Director of the Company other approvals/permissions as may be necessary, consent
whose period of office shall be liable to determination by of the Company be and is hereby accorded for payment
retirement of directors by rotation; of remuneration by way of commission of upto 1% (one
per cent) of the net profits of the Company to the Non
RESOLVED FURTHER THAT pursuant to the provisions Executive Directors of the Company, provided that such
of Sections 196, 197 and 203 read with Schedule V and total amount of commission payable in any financial year
all other applicable provisions of the Companies Act, 2013 shall not exceed Rs.1,50,00,000/- (Rupees One Crore Fifty
and the Companies (Appointment and Remuneration of Lakhs only) per annum, with effect from 1st April, 2015,
Managerial Personnel) Rules, 2014 (including any statutory in addition to the sitting fees for attending the meetings
modification(s) or re-enactment thereof for the time being in of the Board of Directors or any Committee thereof and
force), approval of the Company be and is hereby accorded such commission shall be distributed amongst the Non-
to the appointment of Mr. Arun Mittal as a Whole Time Executive Directors, or some or any of them, in such
Director designated as Director - Industrial of the Company proportion or in such manner as may be decided by the
for a period of 3 (three) years beginning from 1st May, 2016 Board of Directors or a Committee thereof from time
till 30th April, 2019 on the remuneration and other terms to time;
and conditions of service as detailed in the Explanatory
Statement under Section 102(1) of the Companies Act, 2013 RESOLVED FURTHER THAT the Board, including any
annexed to the Notice convening the meeting, with liberty Committee thereof, be and is hereby authorised to do all
to the Board of Directors, including any Committee thereof, such acts, deeds, matters and things as may be considered
to alter or vary the terms and conditions of appointment necessary to give effect to the aforesaid resolution.”
and/or remuneration, subject to the limits specified under
Schedule V of the Companies Act, 2013 and any statutory
modification or re-enactment thereto; By Order of the Board

RESOLVED FURTHER THAT his re-appointment as a Director Jitendra Kumar


of the Company immediately on retirement by rotation shall Company Secretary and
not be deemed to constitute a break in his appointment / Place: Mumbai Sr. Vice President – Legal
Date: April 27, 2016 ACS No. 11159
service as Whole Time Director of the Company;

Annual Report 2015-16 31


NOTES re-appointment at this Meeting, as required under
Regulation 36(3) of SEBI (Listing Obligations and
a. A Member entitled to attend and vote at the Meeting Disclosure Requirements) Regulations, 2015, is annexed to
is entitled to appoint one or more proxies to attend this Notice.
and vote instead of himself and a proxy need not be
a member. A person can act as a Proxy on behalf of f. Please note that pursuant to Section 205A of the Companies
Members not exceeding 50 (fifty) and holding in the Act, 1956 as amended from time to time and/or relevant
aggregate not more than ten percent of the total corresponding provisions of the Companies Act, 2013
share capital of the Company carrying voting rights. once notified, Final dividend for the financial year ended
A Member holding more than ten percent of the total 31st March, 2009 which remains unpaid or unclaimed,
share capital of the Company carrying voting rights will be due for transfer to the Investors Education and
may appoint a single person as proxy and such person Protection Fund of the Central Government on August 22,
shall not act as proxy for any other member. The 2016. Particulars of shareholders who have not encashed
instrument of Proxy, in order to be effective, should their dividend warrants from the financial year ended
be duly completed and deposited at the registered 31st March, 2009 onwards are available on the Company’s
office of the Company not less than 48 hours before website at http://www.exideindustries.com/corporate/
the commencement of the Meeting. A Proxy Form is investors/unclaimed-dividend and also on the website of
annexed to this Report. Proxies submitted on behalf of the Ministry of Corporate Affairs. Members are requested
limited companies, societies, etc., must be supported to contact C B Management Services (P) Limited, Registrar
by an appropriate resolution / authority, as applicable. and Share Transfer Agent of the Company for encashing
the unclaimed dividends standing to the credit of
b. The Explanatory Statement pursuant to Section 102 (1) of their account.
the Companies Act, 2013 in respect of the Special Business
to be transacted at the Meeting is annexed hereto. g. Members holding shares in physical form are requested to
notify/send the following particulars to the Company or its
c. Route-map to the venue of the Meeting is provided at the Registrars to facilitate better service:-
inside back cover of the Annual Report for the convenience
of the members. i. Bank account details i.e. Bank Account No., name of
the Bank, Branch, IFSC Code and Place with PIN Code
d. The Register of Members and Share Transfer Books of the No., in case the same have not been sent earlier;
Company will remain closed from July 13, 2016 to July 19,
2016 both days inclusive. Final Dividend as recommended ii. Any change in their address/bank details; and
by the Board of Directors, if approved at the aforesaid
Annual General Meeting, shall be paid to those shareholders iii. Details of share certificate(s), held in multiple
whose names appear in the Register of Members of the accounts in identical names or joint accounts in
Company, after giving effect to all valid share transfer(s) in the same order of names for consolidation of such
physical form lodged with the Company on or before July shareholdings into one account.
12, 2016 and in respect of shares in electronic form, to those
(deemed members) whose names appear on the statement h. Members holding shares in electronic form are advised
of beneficial ownership furnished by National Securities that address/bank details as furnished to the Company by
Depository Limited (NSDL) and Central Depository Services the respective depositories, viz., NSDL and CDSL, will be
(India) Limited (CDSL) at the end of business hours on July considered for payment of dividend through NECS or any
12, 2016. The dividend declared at the Annual General other electronic mode.
Meeting shall be paid within thirty (30) days of declaration.
i. The Securities and Exchange Board of India (SEBI) has
e. Information relating to the Directors proposed to be mandated the submission of Permanent Account Number
appointed and those retiring by rotation and seeking (PAN) by every participant in the securities market.

32 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Notice

Members holding shares in electronic form are therefore of the Company (Phone [033] 2283 2118/2150/2171, Email:
requested to submit their PAN to their Depository [email protected]).
Participants with whom they are maintaining their demat
accounts. Members holding shares in physical form may n. Statutory Registers and relevant documents referred to in
submit their PAN to the Company or to the Registrar and the Notice and the Explanatory Statement shall be available
Share Transfer Agent. for inspection by the Members at the Registered Office
of the Company on all working days, except Saturdays,
j. Members who have not registered their e-mail addresses Sundays and public holidays, between 11.00 a.m. and 1.00
so far are requested to register their e-mail address for p.m. upto the date of the Annual General Meeting.
receiving all communications including Annual Report,
Notices, Circulars, etc. from the Company electronically. The Register of Directors and Key Managerial Personnel
Further, in case of any change in the e-mail address (KMPs) and their shareholding maintained under Section
registered with the Company, a fresh e-mail id may kindly 170 of Companies Act, 2013 and the Register of Contracts
be sent to the Company. Members holding shares in demat or arrangements in which Directors are interested
form are requested to register/update their e-mail address maintained under Section 189 of the Companies Act, 2013
with their Depository Participant(s) only. Members of the will be available for inspection by the Members at the
Company who have registered their e-mail address are Annual General Meeting.
also entitled to receive such communication in physical
form, upon request. Members desirous of obtaining any relevant information
with regard to the accounts of the Company at the Meeting
k. The Notice of AGM, Annual Report inter alia, indicating are requested to send their requests to the Company at
the process and manner of remote e-voting along with least 7 (seven) days before the date of the Meeting, so as
Attendance Slip and Proxy Form are being sent in electronic to enable the Company to keep the information ready.
mode to Members whose e-mail address are available with
the Company or the Depository Participant(s), unless the o. Voting through electronic means
Members have registered their request for the hard copy I. In compliance with provisions of Section 108 of the
of the same. Physical copy of the Notice of AGM, Annual Companies Act, 2013 and Rule 20 of the Companies
Report inter alia, indicating the process and manner of (Management and Administration) Rules, 2014, as
remote e-voting along with Attendance Slip and Proxy amended and Regulation 44 of SEBI (Listing Obligations
Form are being sent to those Members whose e-mail and Disclosure Requirements) Regulations, 2015, the
address are not available with the Company or Depository Company is pleased to provide the members facility to
Participant(s). cast their vote electronically on all resolutions set forth in
this Notice through remote e-voting services provided by
l. Members, Proxies and Authorised Representatives are Central Depository Services (India) Limited (CDSL).
requested to bring their Attendance Slips together with
their copies of the Annual Reports to the Meeting, if sent Mr. A K Labh, Practicing Company Secretary (FCS-4848/
in physical form. Copies of the Annual Report will not be CP-3238) of M/s A. K. Labh & Co. Company Secretaries
provided at the AGM venue. (email id: [email protected]) of 40, Weston Street 3rd
Floor, Kolkata 700 013 has been appointed as Scrutinizer
m. Members are requested to contact the Company’s to scrutinize the remote e-voting and voting process to be
Registrar & Share Transfer Agent, C B Management carried out at the AGM in a fair and transparent manner.
Services (P) Limited, P-22 Bondel Road, Kolkata – 700 019
(Phone No. [033] 40116700/40116725/40116729/40116742; The remote e-voting period begins on Saturday, 16th July,
Fax No. [033] 40116739; email id: [email protected]) for reply 2016 at 9.00 A.M. and ends on Monday, 18th July, 2016 at
to their queries/redressal of complaints, if any, or contact 5.00 P.M. During this period, shareholders’ of the Company,
Mr. Arunito Ganguly, Deputy Company Secretary and holding shares either in physical form or in dematerialised
Deputy General Manager (Legal) at the Registered Office form, as on the cut-off date (i.e. 12th July, 2016), may

Annual Report 2015-16 33


cast their vote electronically. The remote e-voting module (vi) If you are a first time user follow the steps
shall be disabled by CDSL for voting thereafter. Detailed given below:
instructions for availing of the remote e-voting facility are
given separately along with this Notice. For Members holding shares in Demat Form
and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued
The facility for voting through polling paper shall be made by Income Tax Department (Applicable for
available at the AGM on 19th July, 2016 and the members both demat shareholders as well as physical
as on the “cut-off date” i.e. 12th July, 2016, attending the shareholders)
meeting who have not cast their vote by remote e-voting *Members who have not updated their PAN
shall be able to exercise their right to vote at the meeting with the Company/Depository Participant
are requested to use the sequence number
through ballot paper / polling paper.
appearing on the enclosed Attendance Slip
cum Electronic Voting Particulars in the PAN
The Results on the resolutions will be declared not later field.
than twenty four hours from the conclusion of the AGM DOB Enter the Date of Birth as recorded in your
or any adjournment thereof. The declared results along demat account or in the company records for
with the Scrutinizer’s Report will be available on the the said demat account or folio in dd/mm/yyyy
Company’s website at www.exideindustries.com and on format.
Dividend Enter the Dividend Bank Details as recorded in
the website of CDSL at www.evotingindia.com and will
Bank Details your demat account or in the company records
also be forwarded to the Stock Exchanges where the for the said demat account or folio.
Company’s shares are listed. Subject to receipt of requisite Please enter the DOB or Dividend Bank
number of votes, the resolutions set out in the Notice shall Details in order to login. If the details
be deemed to be passed on the date of the AGM. are not recorded with the depository or
company please enter the member id / folio
II. Procedure for remote e-voting: number in the Dividend Bank details field as
mentioned in instruction (vi).
(i) The shareholders should log on to the e-voting website
www.evotingindia.com during the voting period.
(vii) After entering these details appropriately, click on
(ii) Click on “Shareholders” tab. “SUBMIT” tab.

(iii) Now Enter your User ID (viii) Members holding shares in physical form will
then directly reach the Company selection screen.
a. For CDSL: 16 digits beneficiary ID; However, members holding shares in demat form
will now reach ‘Password Creation’ menu wherein
b. For NSDL: 8 Character DP ID followed by 8 Digits they are required to mandatorily enter their login
Client ID; password in the new password field. Kindly note that
this password is to be also used by the demat holders
c. Members holding shares in Physical Form for voting for resolutions of any other company
should enter Folio Number registered with the on which they are eligible to vote, provided that
Company. company opts for e-voting through CDSL platform. It
is strongly recommended not to share your password
(iv) Next enter the Image Verification as displayed and with any other person and take utmost care to keep
Click on Login. your password confidential.

(v) If you are holding shares in demat form and had (ix) For Members holding shares in physical form,
logged on to www.evotingindia.com and voted on the details can be used only for e-voting on the
an earlier voting of any company, then your existing resolutions contained in this Notice.
password is to be used.

34 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Notice

(x) Click on the EVSN of Exide Industries Limited. The list of accounts should be mailed to
[email protected] and on
(xi) On the voting page, you will see “RESOLUTION approval of the accounts they would be able to
DESCRIPTION” and against the same the option cast their vote.
“YES/NO” for voting. Select the option YES or NO as
desired. The option YES implies that you assent to the A scanned copy of the Board Resolution and
Resolution and option NO implies that you dissent to Power of Attorney (POA) which they have issued
the Resolution. in favour of the Custodian, if any, should be
uploaded in PDF format in the system for the
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to scrutinizer to verify the same.
view the entire Resolution details.
(xviii) In case you have any queries or issues regarding
(xiii) After selecting the resolution you have decided to remote e-voting, you may refer the Frequently Asked
vote on, click on “SUBMIT”. A confirmation box will be Questions (“FAQs”) and e-voting manual available at
displayed. If you wish to confirm your vote, click on www.evotingindia.com under help section or write
“OK”, else to change your vote, click on “CANCEL” and an email to [email protected] or
accordingly modify your vote. [email protected]

(xiv) Once you “CONFIRM” your vote on the resolution, III. Any person who acquires shares and becomes a Member
you will not be allowed to modify your vote. after despatch of Notice of 69th AGM and holds shares
as of the cut-off date of 12th July, 2016 may obtain the
(xv) You can also take out print of the voting done by sequence number for remote e-voting by sending a
you by clicking on “Click here to print” option on the request to the Company’s RTA at [email protected].
Voting page.
IV. The voting rights of the Members shall be in proportion
(xvi) If Demat account holder has forgotten the same to their shares of the paid up equity share capital of the
password then Enter the User ID and the image Company as on the cut-off date. In case of joint holders,
verification code and click on Forgot Password & only one of the joint holders may cast his vote.
enter the details as prompted by the system.
V. Members attending the meeting who have not already
(xvii) Note for Institutional Shareholders cast their vote by remote e-voting shall be able to exercise
their voting right at the meeting through ballot paper.
Institutional shareholders (i.e. other than The Members who have already cast their vote by remote
Individuals, HUF, NRI, etc.) are required to log on e-voting prior to the meeting and attending the meeting
to https://www.evotingindia.com and register shall not be entitled to cast their vote again.
themselves as Corporates.

A scanned copy of the Registration Form bearing By Order of the Board


the stamp and sign of the entity should be
emailed to [email protected]. Jitendra Kumar
Company Secretary and
After receiving the login details they have to Place: Mumbai Sr. Vice President – Legal
create a compliance user, which should be Date: April 27, 2016 ACS No. 11159
created using the admin login and password.
The Compliance user would be able to link the
account(s) for which they wish to vote on.

Annual Report 2015-16 35


EXPLANATORY STATEMENT REQUIRED UNDER SECTION made thereunder and SEBI (Listing Obligations and Disclosure
102 (1) OF THE COMPANIES ACT, 2013 Requirements) Regulations, 2015, for his appointment as an
Independent Director of the Company and is independent of the
Item No. 6 management. Copy of the draft letter for appointment of Mr. Mirza
The Board of Directors at its meeting held on January 21, 2016 as an Independent Director setting out the terms and conditions
appointed M/s Shome & Banerjee, Cost Accountants to audit of appointment would be available for inspection without any
the cost records of the products manufactured by the Company fee by the members at the Registered Office of the Company on
for the year ending March 31, 2017. At the same meeting all working days except Saturdays, Sundays and public holidays
held on January 21, 2016, the Board of Directors approved a between 11.00 A.M. and 1.00 P.M. upto the date of AGM.
remuneration of Rs. 9,00,000/- (Rupees Nine Lakhs Only) plus
out of pocket expenses and applicable taxes payable to M/s. The Board considers that his continued association would be of
Shome & Banerjee, Cost Accountants for conducting such audit. immense benefit to the Company and it is desirable to continue
to avail his services as an Independent Director. Accordingly, the
Pursuant to Section 148 of the Companies Act, 2013 read with Board recommends the resolution in relation to appointment
the Companies (Audit & Auditors) Rules, 2014, the remuneration of Mr. Nawshir H. Mirza as an Independent Director, for the
payable to the cost auditors shall be approved by the Board approval by the shareholders of the Company.
of Directors and subsequently ratified by the Members of the
Company. Accordingly, the remuneration payable to M/s. Brief particulars of Mr. Nawshir H. Mirza, as required under SEBI
Shome & Banerjee, Cost Accountants, for conducting the (Listing Obligations and Disclosure Requirements) Regulations,
cost audit for the year 2016-17, as approved by the Board of 2015 is annexed to this Notice.
Directors, is being placed before the Members for ratification.
Mr. Nawshir H. Mirza does not hold any Equity Shares in the
The Directors recommend adoption of the Resolution at Item Company and is not related to any Director or Key Managerial
No. 6 of the Notice by the Members. Personnel of the Company in any way.

None of the Directors, Key Managerial Personnel of the Company Except Mr. Nawshir H. Mirza, being an appointee, none of the
or their relatives are concerned with or interested in, financial or Directors and Key Managerial Personnel of the Company or
otherwise, in the Resolution set out at Item No. 6 of the Notice. their relatives are concerned with or interested in, financial or
otherwise, in the resolution set out at Item No. 7 of the Notice.
Item No. 7 This Explanatory Statement may also be regarded as a disclosure
Pursuant to Section 161(1) of the Companies Act, 2013, the Board under Regulation 36 of SEBI (Listing Obligations and Disclosure
of Directors at its meeting held on October 28, 2015 approved the Requirements) Regulations, 2015.
appointment of Mr. Nawshir H. Mirza (holding DIN 00044816) as
an Additional Director of the Company to hold such office till the Item No. 8
conclusion of the ensuing Annual General Meeting of the Company. At the 66th Annual General Meeting of the Company held on 16th
July, 2013, the Members approved the appointment of Mr. Gautam
In terms of Section 149 of the Companies Act, 2013 and any other Chatterjee as Joint Managing Director, for a period of 3 (three)
applicable provisions of the Companies Act, 2013 and SEBI (Listing years with effect from 1st May, 2013 upto 30th April, 2016.
Obligations and Disclosure Requirements) Regulations, 2015,
Mr. Nawshir H. Mirza being eligible, offers himself for appointment Consequent upon the retirement of Mr. P. K. Kataky as Managing
and is proposed to be appointed as an Independent Director for five Director and Chief Executive Officer with effect from 30th April,
consecutive years, at the ensuing Annual General Meeting. A Notice 2016 and considering the vast experience and dedicated
has been received by the Company from a Member proposing the services rendered by Mr. Chatterjee towards the growth of the
candidature of Mr. Nawshir H. Mirza as a Director of the Company. Company, it is incumbent that his services should continue to
be available to the Company and hence the Board of Directors
In the opinion of the Board, Mr. Mirza fulfils the conditions of the Company upon the recommendation of Nomination &
specified in the Companies Act, 2013 read with relevant rules Remuneration Committee, at its meeting held on 27th April,

36 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Notice

2016, appointed Mr. Gautam Chatterjee as the Managing Director and Chief Executive Officer of the Company for a period of 3 (three)
years with effect from 1st May, 2016, subject to the approval of the Members in General Meeting.

The period of service, remuneration payable to and the terms and conditions of service of Mr. Gautam Chatterjee as Managing
Director and Chief Executive Officer with effect from 1st May, 2016 are set out below:
TERMS & CONDITIONS OF SERVICE:

Name Mr. Gautam Chatterjee


Salary Rs. 8,32,000/- per month
Increment Basic Salary will be increased upto 10% per annum provided performance criteria as laid down by the
Nomination and Remuneration Committee of the Board of Directors are met.
Commission Commission of 1% of the net profits of the Company computed in the manner laid down in Section 197
& 198 of the Companies Act, 2013 subject to a maximum of annual salary for each year, based on certain
performance criteria to be laid down by the Nomination & Remuneration Committee of the Board of
Directors and payable annually after the Annual Accounts have been approved by the Board of Directors
and Members of the Company.
Performance Bonus Subject to a maximum of annual salary based on certain performance criteria to be laid down by the
Nomination and Remuneration Committee of the Board of Directors.
Duties Subject to the superintendence, control and direction of the Board, he shall have the responsibility of overall
management of the business of the Company and for that purpose the power to do all such acts, deeds and
things as may be required on behalf of the Company or delegated to him by the Board/Chairman.
Period For a period of 3 (three) years with effect from 1st May, 2016 to 30th April, 2019.

OTHER TERMS AND CONDITIONS:

Perquisites In addition to the above salary, increment, commission and performance bonus, Mr. Chatterjee shall
be entitled to perquisites like furnished accommodation with expenditure on gas, electricity, water,
maintenance and repair thereof or House Rent Allowance with expenditure on gas, electricity, water and
furnishings, leave travel allowance, medical expenses and medical insurance for self and family, fees of clubs,
personal accident and life insurance benefits and such other perquisites and allowances in accordance with
the Rules of the Company or as may be agreed to by the Board of Directors.
Company’s contribution to Provident Fund and Pension Fund not exceeding 27% of salary or such
percentage limit as may be prescribed under the Income Tax legislation. Gratuity payable at a rate not
exceeding half a month’s salary for each completed year of service, and leave including encashment of
leave at the end of the tenure, as per Company’s policy.
Perquisites shall be evaluated as per Income Tax Rules, wherever applicable, and in the absence of any such
Rule, perquisites shall be evaluated at actual costs.
Provision for use of Company’s cars and telephones at residence (including payment for local calls and long
distance calls) shall not be included in the computation of perquisites.
The overall amount of perquisites shall not exceed an amount equal to the annual basic salary. In computing
the monetary ceiling on perquisites, Company’s contribution to Provident Fund, Pension Fund and Gratuity
shall not be taken into account.
Minimum Remuneration In the absence of or inadequacy of profits in any of the financial years of the Company during the tenure
Mr. Chatterjee shall be entitled to such remuneration by way of salary along with perquisites, benefits and
other allowances as detailed above not exceeding such sum as may be prescribed under Schedule V of the
Companies Act, 2013 from time to time.
General In addition, the contract of appointment shall set out the usual rights and obligations of the parties.
Termination The appointment is terminable by either party by giving three months prior written notice to the other.

Annual Report 2015-16 37


An abstract of the terms of appointment of Mr. Gautam Item No. 9
Chatterjee pursuant to Section 190 of the Companies Act, 2013 The Board of Directors of the Company, at its meeting held on
shall be open for inspection by any member of the Company 27th April, 2016, appointed Mr. Arun Mittal as an Additional
on any working days at the Registered Office of the Company Director and Whole Time Director, designated as Director –
except Saturdays, Sundays and public holidays, between 11.00 Industrial, for a period of 3 (three) years from 1st May, 2016 to 30th
a.m. and 1.00 p.m. upto the date of AGM. April, 2019, subject to the approval of the Members in General
Meeting. Pursuant to Article 118 of Articles of Association of the
The Board considers the appointment of Mr. Gautam Chatterjee Company read with Section 161(1) of the Companies Act, 2013,
on the terms set out above to be in the interest of the Company Mr. Mittal will hold office up to the date of the forthcoming
and therefore recommends that this resolution be adopted by Annual General Meeting of the Company. The Company has
the members. received a Notice in terms of Section 160 of the Companies Act,
2013 from a Member proposing that Mr. Mittal be appointed as
Brief particulars of Mr. Gautam Chatterjee, as required under SEBI a Director of the Company.
(Listing Obligations and Disclosure Requirements) Regulations,
2015 is annexed to this Notice. Brief particulars of Mr. Arun Mittal, as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
Mr. Gautam Chatterjee does not hold any Equity Share in the 2015 is annexed to this Notice.
Company and is not related to any Director or Key Managerial
Personnel of the Company in any way. Mr. Arun Mittal holds 1152 Equity Shares in the Company and is
not related to any Director or Key Managerial Personnel of the
Except Mr. Gautam Chatterjee, no other Director and Key Company in any way.
Managerial Personnel of the Company or their relatives are
concerned with or interested in, financial or otherwise, in the
aforesaid resolution.

The period of service, remuneration payable and the terms and conditions of service of Mr. Arun Mittal with effect from 1st May, 2016
are set out below:

TERMS & CONDITIONS OF SERVICE:

Name Mr. Arun Mittal


Salary Rs. 2,50,000/- per month
Increment Basic Salary will be increased upto 10% per annum provided performance criteria as laid down by the
Nomination and Remuneration Committee of the Board of Directors are met.
Commission Commission of 1% of the net profits of the Company computed in the manner laid down in Section 197
& 198 of the Companies Act, 2013 subject to a maximum of annual salary for each year, based on certain
performance criteria to be laid down by the Nomination & Remuneration Committee of the Board of
Directors and payable annually after the Annual Accounts have been approved by the Board of Directors
and Members of the Company.
Performance Bonus Subject to a maximum of annual salary based on certain performance criteria to be laid down by the
Nomination and Remuneration Committee of the Board of Directors.
Duties Subject to the superintendence, control and direction of the Managing Director and CEO, he shall have the
overall responsibility for all matters relating to manufacturing, marketing and sales activities pertaining to the
products of the Industrial Group and for that purpose the power to do all such acts, deeds and things as may
be required on behalf of the Company or delegated by the Managing Director and CEO.
Period For a period of 3 (three) years with effect from May 01, 2016 to April 30, 2019.

38 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Notice

OTHER TERMS AND CONDITIONS:

Perquisites In addition to the above salary, increment, commission and performance bonus, Mr. Mittal shall be entitled
to perquisites like furnished accommodation with expenditure on gas, electricity, water, maintenance
and repair thereof or House Rent Allowance with expenditure on gas, electricity, water and furnishings,
leave travel allowance, medical expenses and medical insurance for self and family, fees of clubs, personal
accident and life insurance benefits and such other perquisites and allowances in accordance with the
Rules of the Company or as may be agreed to by the Board of Directors.
Company’s contribution to Provident Fund and Pension Fund not exceeding 27% of salary or such
percentage limit as may be prescribed under the Income Tax legislation. Gratuity payable at a rate not
exceeding half a month’s salary for each completed year of service, and leave including encashment of
leave at the end of the tenure, as per Company’s policy.
Perquisites shall be evaluated as per Income Tax Rules, wherever applicable, and in the absence of any such
Rule, perquisites shall be evaluated at actual costs.
Provision for use of Company’s cars and telephones at residence (including payment for local calls and long
distance calls) shall not be included in the computation of perquisites.
The overall amount of perquisites shall not exceed an amount equal to the annual basic salary. In computing
the monetary ceiling on perquisites, Company’s contribution to Provident Fund, Pension Fund and Gratuity
shall not be taken into account.
Minimum Remuneration In the absence of or inadequacy of profits in any of the financial years of the Company during the tenure
Mr. Mittal shall be entitled to such remuneration by way of salary along with perquisites, benefits and
other allowances as detailed above not exceeding such sum as may be prescribed under Schedule V of the
Companies Act, 2013 from time to time.
General In addition, the contract of appointment shall set out the usual rights and obligations of the parties.
Termination The appointment is terminable by either party by giving three months prior written notice to the other.

An abstract of the terms of appointment of Mr. Arun Mittal Company to Mr. Rajesh G. Kapadia, Chairman and Mr. Bharat
pursuant to Section 190 of the Companies Act, 2013 shall be Dhirajlal Shah, the Non Executive Independent Directors of
open for inspection by any member of the Company on any the Company, provided that such total amount of commission
working days at the Registered Office of the Company except payable amongst these two Independent Directors in any
Saturdays, Sundays and public holidays, between 11.00 a.m. financial year shall not exceed Rs.1,00,00,000/- (Rupees One
and 1.00 p.m. upto the date of AGM. Crore only) per annum, with effect from April 01, 2015 in
addition to the sitting fees for attending the meetings of the
The Board considers the appointment of Mr. Arun Mittal on Board of Directors or any Committee thereof.
the terms set out above to be in the interest of the Company
and therefore recommends that the resolution be adopted by The Board of Directors of the Company, at its meeting held
the members. on April 27, 2016 on the recommendations of Nomination
& Remuneration Committee and subject to the approval of
Except Mr. Arun Mittal, being an appointee, no other Director the shareholders of the Company has approved the inclusion
and Key Managerial Personnel of the Company or their relatives of name of Mr. Nawshir H. Mirza, Mr. Sudhir Chand and Ms.
are concerned with or interested in, financial or otherwise, in Mona N Desai, Non-Executive Independent Directors towards
the aforesaid appointment. payment of remuneration by way of Commission upto one
percent 1% (one per cent) of the net profits of the Company
Item No. 10 with effect from 1st April 2015. However in order to facilitate
At the 68th AGM of the Company held on July 31, 2015, the the payment of commission to the Non-Executive Independent
Members approved the payment of remuneration by way of Directors mentioned above, the earlier limit of Rs. 1,00,00,000/-
commission of upto 1% (one per cent) of the net profits of the (Rupees One Crore only) as approved by the shareholders at its

Annual Report 2015-16 39


meeting held on July 31, 2015 is proposed to be increased to compensate for the demands on their time, their operational and
Rs. 1,50,00,000/- (Rupees One Crore Fifty Lakhs only) per annum. functional expertise and the contributions made by them, it is
The above remuneration by way of commission shall however proposed to pay remuneration by way of commission of upto 1%
be in addition to the sitting fees for attending the meetings of (one per cent) of the net profits of the Company with effect from
the Board of Directors or any Committee thereof. April 01, 2015, provided that such commission payable amongst
them in any financial year shall not exceed Rs. 1,50,00,000/-
While Mr. Rajesh G. Kapadia possesses rich and varied experience (Rupees One Crore Fifty Lakhs only) per annum.
in the field of finance, law, general management and business
strategy and structuring, Mr. Bharat Dhirajlal Shah is a founder The Directors recommend adoption of the Resolution at Item
employee of HDFC Bank Limited and has more than four decades No.10.
of rich experience in the Banking sector. Mr. Nawshir H. Mirza
is an eminent personality in the Audit and Accounting sector None of the Directors and Key Managerial Personnel of the
with specialisation in corporate governance. He is a Fellow of Company or their relatives, except Mr. Rajesh G. Kapadia, Mr.
the Institute of Chartered Accountants of India (ICAI) and spent Bharat Dhirajlal Shah, Mr. Nawshir H. Mirza, Mr. Sudhir Chand
most of his career with S R Batliboi & Co. / Ernst & Young and its and Ms. Mona N Desai are concerned with or interested in,
predecessor firm Arthur Young. He has over four decades of rich financial or otherwise, in this Resolution.
experience and has contributed significantly to the accounting
profession. Ms. Mona N Desai is an eminent Solicitor and Legal By Order of the Board
Practitioner. Mr. Sudhir Chand, an electrical engineer, has over four
decades experience in various functions of general management,
Jitendra Kumar
marketing, sales, manufacturing, HR and consultancy and
currently works in the area of Leadership Development and Company Secretary and
Executive Coaching. The Board of Directors is of the opinion Place: Mumbai Sr. Vice President – Legal
that the Company will immensely benefit from their advice. To Date: April 27, 2016 ACS No. 11159

ANNEXURE
Information pursuant to Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with
regard to the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting (Refer Item No
3, 4, 7, 8 & 9 of the Notice)

Name of the Date of Birth Brief resume and nature of expertise No. of equity shares Other Directorships in listed
Director in specific functional area held in the Company entities / Other Committee
memberships* held
Mr. A. K. 14.05.1961 Mr. A. K. Mukherjee is a Chartered 1000 DIRECTORSHIPS:
Mukherjee Accountant and a Cost Accountant Nil
(DIN: 00131626) and has a wide range of experience in
COMMITTEE MEMBERSHIPS
financial and accounting matters.
Member of the Audit Committee
Exide Life Insurance Company
Limited (Member)
Membership of Stakeholders
Relationship Committee
Nil

40 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Notice

Name of the Date of Birth Brief resume and nature of expertise No. of equity shares Other Directorships in listed
Director in specific functional area held in the Company entities / Other Committee
memberships* held
Mr. Nadeem 26.01.1964 Mr. Nadeem Kazim holds a Bachelor Nil DIRECTORSHIPS:
Kazim Degree in Arts and is a Post Graduate Nil
(DIN: 03152081) Diploma holder in Personnel
COMMITTEE MEMBERSHIPS
Management from XISS, Ranchi.
Member of the Audit Committee
Mr. Kazim has a wide range of experience
in issues pertaining to HR and Personnel. Nil
Membership of Stakeholders
Relationship Committee
Nil
Mr. Nawshir H. 04.04.1950 Mr. Nawshir H. Mirza is an eminent Nil DIRECTORSHIPS:
Mirza personality in the Audit and Accounting 1. The Tata Power Company Limited
(DIN: 00044816) sector with specialisation in corporate 2. Thermax Limited
governance. He is a Fellow of the
Institute of Chartered Accountants of COMMITTEE MEMBERSHIPS
India (ICAI) and spent most of his career Member of the Audit Committee
with S R Batliboi & Co. / Ernst & Young and Thermax Limited (Chairman)
its predecessor firm Arthur Young. He Coastal Gujarat Power Limited
has over four decades of rich experience (Chairman)
and has contributed significantly to Tata Power Renewable Energy
the accounting profession and has Limited (Chairman)
been a speaker at many professional
Tata Power Delhi Distribution
conferences in India and abroad.
Limited (Member)
Membership of Stakeholders
Relationship Committee
Nil
Mr. Gautam 25.02.1950 Mr. Gautam Chatterjee holds a Bachelor Nil DIRECTORSHIPS:
Chatterjee of Engineering degree from the Regional Nil
(DIN: 00012306) Engineering College, Durgapur and
COMMITTEE MEMBERSHIPS
also holds a Post-Graduate Diploma in
Member of the Audit Committee
Business Administration from Indian
Chloride Metals Limited (Member)
Institute of Management, Ahmedabad.
Mr. Chatterjee has spent over two Membership of Stakeholders
decades in the Company and has a wide Relationship Committee
range of experience in manufacturing Nil
and marketing.
Mr. Arun Mittal 20.12.1966 Mr. Arun Mittal is a Fellow member of 1152 DIRECTORSHIPS:
(DIN: 00412767) Institute of Chartered Accountants of Nil
India, an Associate member of Institute
of Cost & Management Accountants COMMITTEE MEMBERSHIPS
of India and Institute of Company Member of the Audit Committee
Secretaries of India. He has experience Nil
across various functions with in-depth
Membership of Stakeholders
knowledge of best practices, ability in
Relationship Committee
formulating & implementing successful
strategies to effect high business Nil
growth.

* Includes Chairmanship/Membership in Audit Committee/Stakeholders’ Relationship Committee as on March 31, 2016.

Note: None of the Directors of the Company are related to each other.

Annual Report 2015-16 41


Directors’ Report to the Shareholders
(Including Management Discussion & Analysis)

Your Board of Directors are pleased to present the 69th Annual a better future. RBI’s industrial outlook survey suggests that
Report of the Company together with Audited Accounts for the business expectations for the first quarter of 2016-17 continue
year ended March 31, 2016. to be positive. Increase in air traffic – both passenger and cargo
volumes, foreign tourist arrivals, automotive sales alongwith
ECONOMIC ENVIRONMENT forecast of a good monsoon give reasons for a positive outlook.
The year gone by was characterised by soft global commodity
prices. Led by the most critical commodity crude, prices of INDUSTRY STRUCTURE & DEVELOPMENT
virtually all commodities ruled weak throughout the year. The Passenger Vehicle Division during the year under review
However, this trend reversed somewhat towards the end of the grew by about 6% over the previous year. The Commercial
year and commodity prices once again firmed up. This scenario Vehicle Division grew by 12% after zero growth last year. Overall
threw up a mixed bag of reactions in the global economic the 3/4 Wheeler market grew by about 5%. The 2-Wheeler Sales
activity and performance. grew by a modest 2%.

In India, gross value added (GVA) in industry accelerated in COMPANY PERFORMANCE


the first half of the financial year. This was primarily led by Automotive Batteries
manufacturing growth which gained from continued low input Sales of Automotive Batteries had a growth rate of 4.3% by
costs. However, in sharp contrast industrial production remained volume in 2015-16 as compared to the previous year. The
flat. Capital goods production fell into deep contraction since aftermarket sales of four wheeler batteries witnessed an
November 2015. An area of concern is slack rural demand overall growth of 10% in units from the previous year. In the
which resulted in the consumer non-durable sector shrinking, two wheelers aftermarket, the growth rate during the year was
particularly in the fourth quarter. nearly 14%. Sale of batteries in the four wheeler OEM division
was however lower by about 2% in units during the year. In the
The ray of hope was provided by the consumer durables sector OEM two wheelers, the Company witnessed a growth rate of 3%
which remained strong. This suggests that the urban demand is in sales as compared to that of previous year.
holding strong.
Inspite of the competitive market conditions, your Company
On the other hand GVA in agriculture and allied activities continues to remain the preferred supplier to most of the
moderated in the first half of the financial year 2015-16. vehicle manufacturers in the country.
However, as per indications in Q3 and Q4 there is every reason
to believe that the advance estimates of Central Statistical Industrial Batteries
Organization will be achieved during the year. Although the market in general for Industrial Divisions
remained subdued for the greater part of this year, your
Activities in the services sector of the economy expanded Company was successful in registering double digit growth for
steadily throughout the year. The main drivers of this were
trade, hotels, transport and communication. Although the
construction sector has a huge inventory of unsold properties,
demand for commercial real estate was boosted by demand
from the IT sector.
YOUR COMPANY HAS ADVANTAGE OF HAVING
There are enough reasons to now look forward towards the STRONG BRAND VALUE, LARGE NETWORK, WIDELY
next financial year with cautious confidence. Reserve Bank of SPREAD PRODUCT RANGE, STRONG PARTNERS
India’s Consumer Confidence Survey of March 2016 showed AND COLLABORATORS RELATIONSHIP. IT IS FULLY
improvement in consumer sentiments. This is largely due to PREPARED TO MEET THE CHALLENGE OF COMPETITION
improved perceptions on overall economic conditions and LEVERAGING ITS COMPETITIVE STRENGTHS.
income. Other lead and coincident indicators also point to

42 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

both Institutional UPS and Traction divisions. This was made Technology Upgradation
possible through innovative product offerings as well as greater In order to maintain its leadership position, your Company
market penetration across all customer groups. New and cost is continuously focused on upgrading its product and
effective products were launched in the Home UPS Tubular manufacturing technology as well as acquire new and advanced
Battery division, which were welcomed by the market. technology to meet the emerging expectations of the customers.
The in-house R&D Division is officially recognised by the
Industrial R&D benchmarked itself against global offerings in Department of Scientific and Industrial Research, Government of
this year and has been successful in designing and developing India, as a fully accredited Research Centre in the field of energy
products meeting these stringent norms. In certain categories storage. The R&D staff is actively involved in the development
like Plante, OPZs, etc your Company’s product quality can of new, cutting-edge products together with developments in
compare very favourably with respect to global competition. new materials as well as advanced manufacturing techniques.
R&D was also successful in developing and stabilising the Gel The activities are in full consonance of the company objective of
Tubular range in this financial year. offering the most advanced storage solutions at minimum cost.
Your company also acquires state-of-art technologies through
Your Company has also geared up to expand rapidly in the technical collaboration agreements with leading international
Telecom Division, which is showing great promise going battery manufacturers. The in-house R&D plays a major role in
into the future. The Advanced VRLA designs in 2V VRLA have providing the interface between the company priorities and the
already been tested and found to be much superior in charge adoption of the collaborators technology.
acceptance and performance and are expected to bolster your
Company’s presence in the market. The Solar Division has also Your company has ongoing technical collaboration and
been under focus where your Company has introduced new assistance agreements with East Penn Manufacturing Company
products in the cost-effective range thereby enhancing its Inc, USA, (EPM), a leading high quality US manufacturer of lead-
competitiveness in the market place. acid batteries and related items. EPM is providing technical
assistance and support for the manufacture of both automotive
Submarine and industrial batteries, as well as to the two captive lead
Sale of Submarine Batteries for the FY 2015-2016 recorded an smelting units belonging to your subsidiary company. Major
impressive growth rate of about 42%. upgradations and introduction of most advanced product
design and manufacturing technologies are currently in
Exports progress for the manufacture of automotive batteries of the
Despite a gloomy Global Automotive outlook, our export of highest quality. Your Company also has agreements with
Automotive Batteries registered a marginal growth of around Hitachi Chemicals (formerly Shin-Kobe Electric Machinery
2% in value compared to the previous year, primarily through Co. Limited), Japan for a variety of automotive and VRLA
consolidation in the existing markets. The export of Industrial industrial products. Recent collaborative work between the two
Batteries, Home UPS and Solar Systems recorded a volume companies has resulted in the launching of an advanced VRLA
growth of around 6.5% over the previous year. solution for the ever-growing telecom market with un-matched
life expectancy. Apart from the above, your Company also has
During the year, the Company was successful in making deeper ongoing technology cooperation agreement with Furukawa
inroads in the export of Automotive batteries in Dubai, Egypt Battery Company Limited, Japan for advanced, maintenance
and Republic of Congo, as well as deemed export. Batteries free batteries for 4 wheelers as well as for VRLA batteries for
for buses of SBS Bus Company and for taxis of Comfort Taxi 2-wheelers.
Company in Singapore were retained and continued to be
supplied by your Company. HIGHLIGHTS OF PERFORMANCE
Your Company recorded a Net Sales of Rs. 6,809.18 crores in
In Export markets of Industrial Batteries, your Company was 2015-16 as compared to Rs. 6,865.54 crores in the previous year
able to penetrate the African continent with Standby products with a corresponding profit before tax of Rs. 906.27 crores as
while continuing to service Traction battery requirements to compared to Rs. 798.49 crores.
several countries against global competition.

Annual Report 2015-16 43


Financial Results SHARE CAPITAL
The paid up equity share capital as on March 31, 2016 was Rs.
Rs. Crores 85 crores, divided into 85,00,00,000 equity share of face value
2015-16 2014-15 of Re. 1/- each.
Profit before depreciation, finance 1,066.72 939.68
cost & tax expenses
A) Issue of equity shares with differential rights
Depreciation and amortisation 160.15 139.52 The Company did not issue equity shares with differential
expenses
rights during the financial year 2015-16.
Finance cost 0.30 1.67
Profit Before Tax 906.27 798.49 B) Issue of sweat equity shares
Tax expenses 283.50 252.62 The Company did not issue sweat equity shares during the
Profit After Tax 622.77 545.87 financial year 2015-16.
Balance brought forward 2,085.66 1,779.86
Making a total of 2,708.43 2,325.73 C) Issue of employee stock options
Out of this appropriations are : The Company did not issue stock options during the
General Reserve 25.00 20.00 financial year 2015-16.
Leaving a balance of 2,683.43 2,305.73
Interim Dividend (160%) 136.00 127.50 D) Provision of money by company for purchase of its
(Previous year - 150%) own shares by employees or by trustees for the benefit
Tax on Interim Dividend 27.69 21.67 of employees
Proposed Final Dividend (80%) 68.00 59.50 The Company does not have a scheme for purchase of its
(Previous Year - 70%) own shares by employees or by trustees for the benefit of
Tax on Final Dividend 11.49 11.40 employees.
(Aggregate Dividend amounts to
240% (previous year - 220%))
DEPOSITS
And leaving a balance of (which is 2,440.25 2,085.66 During the year under review the Company did not accept
carried forward to next year)
any deposits from the public within the ambit of Section 73 of
The Company proposed to transfer an amount of Rs. 25 crores to the the Companies Act, 2013 and the Companies (Acceptance of
General Reserve. Deposits) Rules, 2014.

Consolidated Financial Statements PARTICULARS OF LOANS, GUARANTEES OR


In accordance with Accounting Standard 21, Consolidated INVESTMENTS
Financial Statements form part of the Annual Report & Accounts. Pursuant to Section 186 of the Companies Act, 2013, the details
These statements have been prepared on the basis of audited of the loans given (Note nos.14 and 20), guarantees on securities
financial statements received from the subsidiary companies as provided (Note no. 37) and investments made (Note nos.13 and
approved by its respective Board of Directors. 16) by the Company during the year under review, have been
disclosed in the financial statements.
Dividend
Your Company has paid an interim dividend at the rate of 160% MATERIAL CHANGES AND COMMITMENTS
i.e. @ Rs. 1.60 per equity share of Re.1/- each (Previous Year There has been no material changes which have occurred
150%) on the equity shares to the shareholders, whose names subsequent to the close of the financial year of the Company
appeared on the Register of Members on November 07, 2015. to which the financial statements relates and the date of the
Your Directors are now pleased to recommend a final dividend report, for example:
at the rate of 80% i.e. Re. 0.80 per equity share of Re.1/- each
(Previous year 70%) for the year ended March 31, 2016, subject Settlement of tax liabilities;
to approval of the shareholders at the ensuing Annual General Operation of patent rights;
Meeting. Consequently, the total dividend for the year ended Depression in market value of investments;
March 31, 2016 including the interim dividend paid during the Institution of cases by or against the company;
year, amounts to 240% i.e. Rs. 2.40 per equity share of Re.1/- Destruction of any assets or disposal of a substantial part
each (Previous year 220%). of undertaking;

44 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

Changes in capital structure; certain Principles which are to be adopted by companies as part
Alteration in wage structure arising out of trade union of its business practices and disclosures regarding the steps taken
negotiation; and to implement these Principles through a structured reporting
Material changes concerning purchase of raw material format, viz. Business Responsibility Report. Pursuant to the SEBI
and sale of the product. (Listing Obligations and Disclosure Requirements) Regulations,
2015, your Company has prepared the Business Responsibility
AUDITORS Report and placed on the web-site of the Company.
Statutory Auditors and their Report
M/s S R Batliboi & Co LLP, Chartered Accountants, who retire CORPORATE GOVERNANCE
at the ensuing Annual General Meeting of the Company Transparency is the cornerstone of your Company’s philosophy
are eligible for re-appointment. They have confirmed their and all requirements of Corporate Governance are adhered
eligibility under Section 141 of the Companies Act, 2013 and to both in letter and spirit. All the Committees of the Board of
the Rules framed thereunder for re-appointment as Auditors Directors meets at regular intervals as required in terms of SEBI
of the Company. As required under Regulation 33(1)(d) of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
(Listing Obligations & Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all necessary steps
2015, the auditors have also confirmed that they hold a valid to ensure compliance with all statutory requirements. The
certificate issued by the Peer Review Board of the Institute of Directors and Key Management Personnel of your Company
Chartered Accountants of India. have complied with the approved ‘Code of Ethics for Board of
Directors and Senior Executives’ of the Company.
The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company in the year under review. The Report on Corporate Governance as required under the SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
Cost Auditors 2015 forms part of and is annexed herewith marked as
Pursuant to Section 148 of the Companies Act, 2013 read “Annexure – II”. The Auditors’ Certificate on compliance with
with the Companies (Cost Records and Audit) Rules, 2014 Corporate Governance requirements is also attached to this
(as amended) the cost records maintained by the Company Report. Further as required under Regulation 17(8) of SEBI
in respect of the products manufactured by the Company is (Listing Obligations & Disclosure Requirements) Regulations,
required to be audited. Your Directors, on the recommendation 2015, a certificate from the Managing Director & CEO and
of the Audit Committee has appointed M/s Shome and Director-Finance & CFO is being annexed with this Report.
Banerjee, Cost Accountants to audit the cost records of the
Company for the financial year 2016-17 at a remuneration of BUSINESS EXCELLENCE
Rs. 9,00,000/- (Rupees Nine Lakhs only) plus out-of-pocket Your Company has well-articulated TQM Model developed to
expenses and taxes as applicable. A resolution regarding make competitive organisation, satisfying all its stakeholders
ratification of remuneration payable to M/s Shome & Banerjee, namely shareholders, partners, customers & employees.
Cost Accountants, forms part of the Notice convening the 69th TQM initiatives have been deployed across organisation to
Annual General Meeting of the Company. address the immediate need & priorities, as well as long term
sustainability of organisation. Focus on building distinguished
Secretarial Auditors & their Report corporate culture like 5S, Kaizen, TPM, Customer Centricity,
Pursuant to the provisions of Section 204 of the Companies Act, Transparency, Innovation & Creativity is high, and several
2013 read with the Companies (Appointment and Remuneration campaigns, events and activities have been conducted to
of Managerial Personnel) Rules, 2014, the Company has involve employees. Impact & effectiveness of TQM initiatives are
appointed M/s S M Gupta & Co., Company Secretaries to closely monitored & continually improved.
undertake audit of secretarial and other related records of the
Company. The Secretarial Audit Report is annexed herewith as Your Company has deployed Quality Circle (‘QC’) initiative in all
“Annexure - I”. The Secretarial Audit Report does not contain any its factories to involve operators in continuous improvement
qualification, reservation or adverse remark. journey, develop their competency & healthy relationship. QC
teams regularly participates in external competitions organised
BUSINESS RESPONSIBILITY REPORT by QCFI. During the year a total of 69 QC awards have been
The Ministry of Corporate Affairs, Government of India had issued received by QC teams. Two employees of your company have
the ‘National Voluntary Guidelines on Social, Environmental and been selected for “Prime Minister Shram Shree Award” for their
Economic Responsibilities of Business’. These Guidelines contain innovation & contribution in the field of manufacturing.

Annual Report 2015-16 45


Your Company’s manufacturing excellence journey is followed “Annual Greentech Environmental Silver Award” 2015 for
through TPM Initiative. The maturity in TPM practice is assessed Hosur Factory.
regularly by JIPM Japan, the effects of TPM on key result areas like
OEE, Yield, Energy, Productivity, Quality etc. are evaluated along CORPORATE SOCIAL RESPONSIBILITY
with approach & its deployment. As an assessment outcome of Your Company always seeks ways to make a positive impact on
JIPM Japan, two factories (Haldia & Taloja) have been awarded the society at large through various CSR activities. Environment,
“Award for Excellence in Consistent TPM Commitment – 2015” by basic education, health, women’s empowerment and
JIPM Japan. During the year, the TPM initiative is now extended community development continues to remain the main pillars
to upstream partners to build their in manufacturing excellence, of your company’s CSR philosophy, even before the passing of
and realise a competitive extended supply chain partners. the Companies Act, 2013.

OCCUPATIONAL HEALTH, SAFETY & ENVIRONMENT The Board of Directors of your Company has approved a
Your Company has effectively deployed policies on Safety, Corporate Social Responsibility (CSR) Policy namely “EIL CSR
Occupational Health & Environment at all locations. It Policy” in accordance with Section 135 of the Companies Act,
continually focus on improving the effectiveness of system 2013 and the Companies (Corporate Social Responsibility
processes, through globally accepted standards. During the Policy) Rules, 2014 notified by the Ministry of Corporate
year OHSAS 18001 standards have been deployed and certified Affairs, Government of India, which is available at ‘http://www.
at 5 factories (Hosur, Bawal, Shamnagar, Haridwar & Roorkee) exideindustries.com/corporate/about-us/our-policies’.
and ISO 14001 in 2 factories (Haridwar & Roorkee).
The disclosures as per Rule 9 of Companies (Corporate Social
Your Company develop and manufacture products that are safe, Responsibility Policy) Rules, 2014 is annexed hereto as
eco-friendly and economical. Our products enhance people’s “Annexure – III”.
safety and reduce contamination to environment, also during
their subsequent recycling and disposal. During the year, the Company has invested significant time and
resources in laying down a strong foundation for CSR activities like
Your Company design processes to ensure that people’s health programme identification, monitoring mechanism and creation
and safety and effects on the environment. Your company is of enabling infrastructure to scale up existing / new projects. The
fully prepared to deal with emergencies due to fire & safety. Company has also put in place institutional arrangements for
further expansion to newer geographical locations. Preference
Your Company reviews its processes and its behavior on a regular was given to allocate and spend higher amount on activities
basis and measure their effects on people and on the nature. pertaining to local area and areas around the Company’s factories.
This is the process of identifying potential for improvement, and
ensures the effectiveness of our program towards work safety, However, being early years in implementation of CSR, the
people’s health and the environment. Company has faced practical problems in utilising its identified
areas of spent. Lack of co-ordination and consensus amongst
Every year, your Company celebrates National Safety Day. the beneficiaries, local villagers, gram panchayats and other
During the week, activities like fire fighting training, emergency related agencies to carry out the identified projects by the
preparedness training and basic life safety training are provided Company has contributed to the delay and utilisation of entire
to associates. Effective medical surveillance plan has been amount of the CSR spent.
deployed in manufacturing. Every year, “Lead in Blood” test is
organised for all associates within the Plant. As the Company’s foreign shareholding exceeds 50%, any amount
contributed by it to certain institutions / agencies would need prior
The maturity level of occupational, health, safety and approval of the Ministry of Home Affairs (MHA) under the Foreign
environmental system at your Company are audited by external Contribution Regulation Act, 2010 (FCRA). Some of the projects
certification body. During the financial Year 2015-16 your identified by the Company, which are engaged in social activities
company has been awarded with aligned with the Company’s CSR Policy, could not materialise due to
procedural delays in getting the requisite approval.
“Annual Greentech Environmental Gold Award” 2015 for
Taloja Factory As a result of these, there was a shortfall in the total CSR spent
“Annual Greentech Environmental Gold Award” 2015 for from its total obligations of at least 2% of the average net profits
Chinchwad Factory made during the three immediately preceding financial years.

46 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

The initiatives taken by the Company will certainly help in aggressive expansion plan of existing competitors are biggest
deploying larger funds across social sectors and achieve rapid challenge. The competitive price, network strategy, technology
scale in utilising its full CSR budget in the coming financial & product quality are critical to our success. Your company
years. The Company remains committed to the cause of CSR and has advantage of having strong brand value, large network,
will take necessary steps to fulfill its CSR obligations during the widely spread product range, strong partners and collaborators
coming financial years. relationship. It is fully prepared to meet the challenge of
competition leveraging its competitive strengths of network
The Company is however committed to the cause of CSR and quality, technology, product range and brand value.
will take necessary steps to fulfill its CSR obligations during the
coming financial years. In Lead Acid Storage battery your Company has a very large
share of business in divisions like Automotive, OEM, Power,
INTERNAL CONTROLS Project, Manufacturing and Solar. Economy plays a very
Your Company has an adequate system of internal controls important role in these divisions. A subdued economy is a
commensurate with its size and scale of operations that are threat to your Company.
designed to provide reasonable reassurance that the company’s
financial statements are reliable and prepared in accordance RISKS AND CONCERN
with the law. The Internal Audit function comprising of both Your company is exposed to various business risks. These risks
external audit firms, who have been appointed as internal are driven through external factors like economic environment,
auditors, and also the in-house internal audit team conducts competition, regulations etc. Cost & Quality are critical success
the audits at each factory, branch, regional and head office as factors in current business environment. Risk of losing market
per the annual audit plan with the objective to evaluate and share/ ability to maintain high share or losing business share
continuously improve the effectiveness of internal controls with key accounts are rooted on these factors.
and governance processes. Additional areas, if any, identified
during the year are taken up as special assignments. The key Lead cost that drives the price of battery is extremely critical for
Internal Audit findings are reviewed periodically by the Audit your Company. This is being managed effectively, leveraging
Committee of the Board of Directors and corrective action, as the capacity & efficiency of subsidiary lead smelting facilities
deemed necessary, is taken. Your Company also has laid down & competitive sourcing strategy. Productivity improvement in
procedures and authority levels with suitable checks and manufacturing through TPM initiative is continuous process that
balances encompassing the entire operations of the Company. is helping to reduce the conversion cost in spite of fluctuating
energy cost & rising wages. Product and process improvement
OUTLOOK is a continuous process of your company.
The overall outlook on economic growth of the country has
improved with the new Government assuming the office and Capability of upstream partners to fulfill changing cost & quality
initiating the process of long standing policy reforms. It is expectation is critical. The suppliers capability development
expected that this will facilitate the industry to grow at a faster initiative has been implemented rigorously. In order to improve
rate in the medium to long term. the controls, detailed guideline has been issued in Vendor
Manual. Manufacturing excellence initiative TPM has been
The process of softening of interest rate has already started and it promoted to suppliers for quality & productivity improvement.
is expected that with the inflation under control, it will continue
it’s southward journey. Further the forecast of good monsoon Your Company is having complex and diverse supply chain, order
during the current year is also expected to give a much needed fulfilment and fulfilment of delivery expectation eliminating the risk
impetus to manufacturing which would consequently increase of failure/disruptions which is critical. In this regard SCM is continually
consumption. The industry and infrastructural sectors are improved through streamlining processes & strengthened controls.
expected to benefit out of this and the automobile industry, in It is being further improved to achieve global benchmarks, through
particular, is expected to perform much better in coming years. Project Sun Rise under consultation of E & Y.

OPPORTUNITIES AND THREATS VIGIL MECHANISM/WHISTLE BLOWER POLICY


Your Company has growth opportunities in industrial and In accordance with the provisions of the Companies Act, 2013
automotive divisions specially solar, telecom, e-rickshaw and read with the Companies (Meeting of Board and its Powers) Rules,
commercial vehicle divisions. Your Company has strategies 2014 and SEBI (Listing Obligations & Disclosure Requirements)
in place to tap the potential. However the new entrants and Regulations, 2015, every listed Company is required to have a

Annual Report 2015-16 47


Vigil Mechanism for the Directors and employees to report their from rent and interest on securities. The income of
genuine concerns and grievances. Your Company has a Whistle Chloride International Limited during 2015-16 amounted
Blower Policy in place and the same is also available in the to Rs. 70.86 lakhs with a profit before tax of Rs. 52.70 lakhs.
web-site under the web-link ‘http://www.exideindustries.com/
corporate/about-us/our-policies’. Your Company also holds 100% of the share capital in Chloride
Batteries S.E. Asia Pte. Ltd., Singapore. The said Company is
The Audit Committee of Directors are entrusted with the engaged in the business of lead acid batteries and caters to
responsibility to oversee the Vigil mechanism. the South East Asian and Australian markets. During the year
2015-2016, the said Company achieved a turnover of SGD
SUBSIDIARIES 20.5 million and incurred a loss of SGD 3.1 million.
Your Company has four Indian subsidiaries viz, Chloride Metals
Limited, Chloride Power Systems & Solutions Limited, Chloride Espex Batteries Limited, UK, 100% subsidiary of your
International Limited, Exide Life Insurance Company Limited Company is engaged in marketing and selling of lead acid
and three foreign subsidiaries, viz. Chloride Batteries S.E. Asia batteries for industrial applications. During 2015-2016, the
Pte. Ltd., Singapore, Espex Batteries Limited, UK and Associated Company achieved a turnover of GBP 4.742 million and
Battery Manufacturers (Ceylon) Limited, Sri Lanka. made a profit before tax of GBP 109,833.

Exide Life Insurance Company Limited, which is a 100% Your Company also holds 61.5% of the share capital in
subsidiary of your Company, is engaged in the business of Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka.
life insurance and providing financial investment products. The said Company is engaged in the business of manufacturing
The total premium collected by the said Company during and marketing of lead acid batteries. During the year 2015-16,
the year ended March 31, 2016 was Rs. 2,016.24 crores. The the said Company achieved a turnover of SLR 2341 million and
said Company recorded a profit of Rs. 88.76 crores against made a profit before tax of SLR 205.9 million.
a profit of Rs. 65.26 crores in the previous year.
The profit and loss accounts, balance sheet, auditors’ report
Pursuant to the Scheme of Amalgamation sanctioned by the and directors’ report of the subsidiaries are not attached to
Hon’ble High Court of Calcutta, Chloride Alloys India Limited, the annual accounts of your Company pursuant to general
a 100% subsidiary of the Company having its plant at Kolar exemption granted vide general circular number 2/2011 dated
District, Karnataka was amalgamated with Chloride Metals 08.02.2011 issued by the Government of India, Ministry of
Limited, another 100% subsidiary of your Company, having Corporate Affairs and in terms of Section 136 of the Companies
its plant at Markal, Pune with effect from March 01, 2016. Act, 2013. Pursuant to the provisions of Section 129(3) of the
Consequent to the said amalgamation, Chloride Alloys India Companies Act, 2013 read with Rule 5 of Companies (Accounts)
Limited ceased to be subsidiary of your Company. Both the Rules, 2014, a statement containing salient features of financial
Companies were engaged in the similar business of running statements of subsidiaries in Form AOC 1 is attached to the
smelting plants having integrated facilities for extracting Accounts. However, the necessary details about the subsidiaries
lead from exhausted batteries and manufacturing and are given in the consolidated financial statements attached to
supplying recycled lead and lead alloys. The consolidated the annual accounts. Further any shareholder of the Company or
net sale of Chloride Metals Limited was Rs.1,007.68 crores the subsidiary Companies may obtain copies of these documents
and the profit before tax was Rs. 24.15 crores. by writing to the Company Secretary at the registered office of
your Company. Copies of the annual accounts of the subsidiaries
Chloride Power Systems & Solutions Limited, a 100% would also be available for inspection by any such person at the
subsidiary of your Company having its factory at Sector V, registered office of your Company on any working day.
Salt Lake City, Kolkata is engaged in manufacture and sale
of battery chargers, D.C Power Systems and associated EXTRACT OF THE ANNUAL RETURN
equipment. During the year 2015-2016, the said Company The extract of the Annual Return in Form No. MGT – 9 attached
achieved a turnover of Rs. 58.09 crores and a profit before as “Annexure – IV” shall form part of the Board’s report.
tax of Rs. 2.53 crores representing a decrease of 22% and
58% respectively over the previous year. DIRECTORS
At the Meeting held on October 28, 2015, your Board appointed
Chloride International Limited is presently not engaged Mr. Nawshir H Mirza as an Additional Director to hold office
in any trading or manufacturing activity and has income till conclusion of the ensuing Annual General Meeting of the

48 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

Company. The Company has received a Notice as per the provisions BOARD EVALUATION
of Section 160(1) of the Companies Act, 2013, from a Member Pursuant to the provisions of the Companies Act, 2013 and SEBI
proposing the appointment of Mr. Nawshir H Mirza. The Company (Listing Obligations & Disclosure Requirements) Regulations,
has also received confirmation from Mr. Mirza stating that he 2015, the Board has carried out an annual evaluation of its
meets the criteria of independence as provided under Section own performance, as well as the evaluation of the working of
149(6) of the Companies Act, 2013 and in the opinion of your its Committees and individual Directors, including Chairman of
Board he is a person of integrity and possesses relevant expertise the Board. The performance evaluation of all the Directors was
and experience for being appointed as Independent Director. carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Board as a Whole, Chairman
Mr. P. K. Kataky, Managing Director and Chief Executive Officer will and the Non-Independent Directors was carried out by the
be retiring from the directorship of the Company with effect from Independent Directors. This exercise was carried out in
the close of business hours on April 30, 2016. Your Board of Directors accordance with the Remuneration Policy framed by the
wishes to record its sincere appreciation for the services rendered Company within the framework of applicable laws.
by Mr. Kataky during his long association with the Company.
While evaluating the performance and effectiveness of the Board,
Your Board of Directors at its Meeting held on April 27, 2016 various aspects of the Board’s functioning such as adequacy
appointed Mr. Gautam Chatterjee as the Managing Director of the composition and quality of the Board, time devoted by
and Chief Executive Officer with effect from May 01, 2016. Mr. the Board to Company’s long-term strategic issues, quality and
Chatterjee joined the services of the Company in 1982 and was transparency of Board discussions, execution and performance
appointed a Whole-time Director on May 13, 1996. Mr. Chatterjee of specific duties, obligations and governance were taken
became the Joint Managing Director with effect from May 01, into consideration. Committee performance was evaluated
2013 and was heading the automotive and submarine battery on the basis of their effectiveness in carrying out respective
business of the Company. At the said Meeting, Mr. Arun Mittal mandates. A separate exercise was carried out to evaluate the
was appointed as an Additional and Whole-time Director to be performance of Independent Directors including the Chairman
designated as Director–Industrial, with effect from May 01, 2016. of the Board, who were evaluated on parameters such as
A Notice has been received from a Member under Section 160(1) level of engagement and contribution to Board deliberations,
of the Companies Act, 2013 proposing the appointment of Mr. independence of judgement, safeguarding the interest of the
Arun Mittal as a Director at the ensuing Annual General Meeting. Company and focus on creation of shareholders value, ability to
guide the Company in key matters, attendance at meetings, etc.
Mr. A. K. Mukherjee, Director – Finance & CFO and Mr. Nadeem The Executive Directors were evaluated on parameters such as
Kazim, Director – HR & Personnel, retire by rotation and being strategy implementation, leadership skills, quality, quantity and
eligible offer themselves for re-appointment. Your Board of timeliness of the information flow to the Board, etc.
Directors at its meeting held on April 27, 2016 appointed Mr.
Gautam Chatterjee as Managing Director and CEO for a tenure The Directors expressed their satisfaction with the evaluation
of 3 years with effect from May 01, 2016. process.

Necessary information pursuant to SEBI (Listing Obligations and REMUNERATION POLICY


Disclosure Requirements) Regulations, 2015 in respect of Directors In accordance with the provisions of Section 178(3) of the Companies
to be appointed/re-appointed at the ensuing Annual General Act, 2013 and the SEBI (Listing Obligations and Disclosure
Meeting are given in the Annexure to the Notice convening the Requirements) Regulations, 2015, the Company has remuneration
Annual General Meeting scheduled to be held on July 19, 2016. policy in place. The objectives and key features of this Policy are:

None of the Directors of your Company are disqualified for a. Formulation of the criteria for determining qualifications,
being appointed as Directors, as specified in Section 164(2) and positive attributes of Directors, Key Managerial Personnel
Rule 14(1) of Companies (Appointment and Qualification of (KMP) and Senior Management Personnel and also
Directors) Rules, 2014. independence of Independent Directors;
b. Aligning the remuneration of Directors, KMPs and Senior
All Independent Directors have given declarations that they Management Personnel with the Company’s financial
meet the criteria of independence as laid down under Section position, remuneration paid by its industry peers etc.;
149(6) of the Companies Act, 2013 and SEBI (Listing Obligations c. Performance evaluation of the Board, its Committees and
and Disclosure Requirements) Regulations, 2015. Directors including Independent Directors;

Annual Report 2015-16 49


d. Ensuring Board diversity; arm’s length basis. There were no materially significant related
e. Identifying persons who are qualified to become Directors party transactions entered into by the Company with Promoters,
and who may be appointed in senior management in Directors, Key Managerial Personnel or other persons which
accordance with the criteria laid down; may have a potential conflict with the interest of the Company.
f. Directors’ induction and continued training.
All related party transactions are placed before the Audit Committee
The Remuneration Policy is available on the Company’s web- for review and approval. Prior omnibus approval is also obtained
site under the following web-link ‘http://www.exideindustries. from the Audit Committee for the related party transactions which
com/corporate/about-us/our-policies.’ are of repetitive nature and which can be foreseen and accordingly
the required disclosures are made to the Audit Committee on
MEETINGS quarterly basis in terms of the omnibus approval of the Committee.
During the year under review four Board Meetings and four
Audit Committee Meetings were convened and held, the details The policy on materiality of related party transactions and
of which are given in the Corporate Governance Report. The also on dealing with related party transactions as approved by
intervening gap between the Meetings was within the period the Audit Committee and the Board of Directors is uploaded
prescribed under the Companies Act, 2013. on the web-site under the following web-link ‘http://www.
exideindustries.com/corporate/about-us/our-policies.’
The details of constitution of the Board and its Committees are
given in the Corporate Governance Report. Since all related party transactions entered into by the Company
were in the ordinary course of business and were on an arm’s
COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF length basis and there were no material related party transactions
DIRECTORS AND SENIOR EXECUTIVES during the year, Form AOC – 2 is not applicable to the Company.
All Directors and Senior Management Personnel have affirmed
Compliance with the Code of Ethics for Board of Directors and DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
Senior Executives. A Declaration to that effect is attached with BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
the Corporate Governance Report. THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS
IN FUTURE
RISK MANAGEMENT POLICY There are no significant material orders passed by the
In accordance with the SEBI (Listing Obligations and Disclosure Regulators/Courts which would impact the going Concern
Requirements) Regulations, 2015, the Board of Directors of status of the company and its future operations.
the Company are responsible for framing, implementing and
monitoring the risk management plans of the Company. The CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Company has a “Risk Management Policy” to identify risks AND FOREIGN EXCHANGE EARNINGS AND OUTGO
associated with the Company, assess its impact and take Information pursuant to Clause (m) of Sub-Section (3) of Section
appropriate corrective steps to minimise the risks which may 134 of the Companies Act, 2013 read with Rule 8 of the Companies
threaten the existence of the company. (Accounts) Rules, 2014, is annexed herewith as “Annexure - V”.

The Risk Management Policy is available on the Company’s web- HUMAN RESOURCES
site under the following web-link ‘http://www.exideindustries. Your company recognises that the purpose of Human
com/corporate/about-us/our-policies.’ Resources is to be a catalyst and change agent. Our HR policies
are geared to attain these objectives of ensuring sustained
LISTING business performance, while simultaneously addressing the
The equity shares continue to be listed on the BSE Limited (BSE), needs of its multiple stakeholders. Your Company has well laid
National Stock Exchange of India Limited (NSE) and the Calcutta down, objective and transparent processes in the HR levers of
Stock Exchange Limited (CSE). The Company has paid annual listing Recruitment, Selection, Performance Management and Talent
fee for the financial year 2016-17 to BSE, NSE and CSE. Management. Several L&D interventions have been carried
out towards organisational capability building. Moreover
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH succession planning, career planning, job rotation, Hi-potential
RELATED PARTIES identification and talent pipeline development process
All related party transactions those were entered during the continues to be our priority towards building sustainable bench
financial year were in the ordinary course of business and on an strength for the future.

50 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

The Industrial Relations scenario continued to be largely b. That the Directors have selected such accounting policies
positive across all Exide manufacturing locations. During the and applied them consistently and made judgments and
year under review, long term agreements were signed with the estimates that are reasonable and prudent so as to give a
Trade Unions at Taloja, Hosur, Haldia and Shamnagar plant. 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
The total number of employees of the Company as on March 31, Company for that period;
2016 stood at 5,299. c. That the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
PARTICULARS OF EMPLOYEES accordance with the provisions of this Act for safeguarding
The information required pursuant to Section 197 read with Rule 5 the assets of the Company and for preventing and
of the Companies (Appointment and Remuneration of Managerial detecting fraud and other irregularities;
Personnel) Rules, 2014 in respect of employees of the Company, will d. That the Directors have prepared the annual accounts on a
be provided upon request. In terms of Section 136 of the Act, the going concern basis;
Report and Accounts are being sent to Members and others entitled e. That proper internal financial controls were in place
thereto, excluding the information on employees particulars which and that the financial controls were adequate and were
are available for inspection by the Members at the Registered Office operating effectively; and
of the Company during business hours on working days of the f. That systems to ensure compliance with the provisions of
Company up to the date of the ensuing Annual General Meeting. If all applicable laws were in place and were adequate and
any Member is interested in obtaining a copy thereof, such Member operating effectively.
may write to the Company Secretary in this regard. Further, we
confirm that there was no employee employed throughout the FORWARD LOOKING STATEMENTS
financial year or part thereof, who was in receipt of remuneration in This Report contains forward-looking statements that involve
the financial year which, in the aggregate, is in excess of that drawn risks and uncertainties.
by the Managing Director and Whole-time Directors and holds by
himself or along with his spouse and dependent children, not less When used in this Report, the words “anticipate”, “believe”,
than two percent of the equity shares of the Company. Particulars “estimate”, “expect”, “intend”, “will” and other similar expressions
of employees pursuant to Section 134(3)(q) of the Companies Act, as they relate to the Company and/or its businesses are
2013 read with Rule 5(1) of the Companies (Appointment and intended to identify such forward-looking statements. The
Remuneration of Managerial Personnel) Rules, 2014 is annexed Company undertakes no obligation to publicly update or
hereto and marked as “Annexure - VI”. revise any forward-looking statements, whether as a result of
new information, future events, or otherwise. Actual results,
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE performance or achievements could differ materially from
As per the requirement of The Sexual Harassment of Women at those expressed or implied in such forward-looking statements.
Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Readers are cautioned not to place undue reliance on these
Rules made thereunder, your Company has constituted Internal forward-looking statements that speak only as of their dates.
Complaints Committees (ICC). The Company has designated the external This Report should be read in conjunction with the financial
independent member as a Chairperson for each of the Committees which statements included herein and the notes thereto.
was beyond the requirements of law. During the year, no complaints
with allegations of sexual harassment were filed with the Company. ACKNOWLEDGEMENT
Your Directors would like to record its appreciation for the
DIRECTOR’S RESPONSIBILITY STATEMENT co-operation and support received from its employees,
To the best of their knowledge and belief and according to the shareholders, Government agencies and all stakeholders.
information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3)(c) of
the Companies Act, 2013: On behalf of the Board of Directors

a. That in the preparation of the annual financial statements,


the applicable accounting standards have been followed Place: Mumbai (R. G. Kapadia)
along with proper explanation relating to material Date: April 27, 2016 Chairman
departures, if any;

Annual Report 2015-16 51


ANNEXURE - I

Form No. MR-3


SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED – March 31, 2016


[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members
Exide Industries Limited
59-E, Chowringhee Road
Calcutta - 700020

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Exide Industries Limited (hereinafter called the company). Secretarial Audit was conducted in accordance with the
Guidance Note issued by the Institute of Company Secretaries of India (A statutory body constituted under the Company Secretaries
Act, 1980) and in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.

Management’s Responsibility for Secretarial Compliances

The Company’s Management is responsible for preparation and maintenance of secretarial records and for devising proper systems
to ensure compliance with the provisions of applicable laws and regulations.

Auditor’s Responsibility

Our responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company with
respect to secretarial compliances.

We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to
provide a basis for our opinion.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by
the company and read with the Statutory Auditors’ Report on Financial Statements and Compliance of the conditions of Corporate
Governance and also the information provided by the Company, its officers, agents and authorised representatives during the
conduct of secretarial audit, we hereby report that in our opinion and to the best of our information, knowledge and belief and
according to the explanations given to us, the company has, during the audit period covering the financial year ended on 31.03.2016
generally complied with the applicable statutory provisions listed hereunder and also that the Company has proper Board-processes
and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

52 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Exide Industries
Limited for the financial year ended on 31.03.2016 according to the applicable provisions of:

1. The Companies Act, 2013 (the Act) and the rules made there under;

2. The Securities Contracts (Regulation) Act, 1956 (`SCRA’) and the rules made there under;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act; 1999 and the rules and regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings to the extent applicable to the company – As
reported to us, there were no FDI, ODI or ECB transaction in the company during the year under review.

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to
the extent applicable to the company:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
No new securities were issued during the year.

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - No instances were
reported during the year.

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - No instances were
reported during the year.

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client - The Company has appointed a SEBI authorised Category I Registrar and
Share Transfer Agent.

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: No De-listing was done during
the year.

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; - No buy – back was done during
the year.

6. The following other laws specifically applicable to the Company to the extent applicable to it :-

a) The Factories Act, 1948

b) Industrial Disputes Act, 1947

c) Payment of Gratuity Act, 1972

d) Employees Provident Fund and Miscellaneous Provisions Act, 1952

e) Employees State Insurance Act, 1948

Annual Report 2015-16 53


f) Batteries (Management and Handling) Rules, 2001

g) Legal Metrology Act, 2009

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with BSE Limited, National Stock Exchange of India Limited and Calcutta
Stock Exchange Limited and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 respectively.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc mentioned above.

We further report that as far as we have been able to ascertain -

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors and the changes in the composition of Board of Directors that took place during the period under
review were carried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.

3. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

4. We further report that there are adequate systems and processes in the company commensurate with the size and operations
of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has -

1. Altered its Articles of Association by substitution of a new set of Articles of Association at the Annual General Meeting held on 31.07.2015

2. Merged two of its subsidiary companies – Chloride Alloys India Limited and Chloride Metals Limited vide order dated 19.01.2016
passed by the Hon’ble High Court at Calcutta.

It is stated that the compliance of all the applicable provisions of the Companies Act, 2013 and other laws is the responsibility of the
management. We have relied on the representation made by the company and its Officers for systems and mechanism set-up by the
company for compliances under applicable laws. Our examination, on a test-check basis, was limited to procedures followed by the
Company for ensuring the compliance with the said provisions. We state that such compliance is neither an assurance as to the future
viability of the Company nor the efficiency or effectiveness with which the management has conducted its affairs. We further state that this
is neither an audit nor an expression of opinion on the financial activities / statements of the Company. Moreover, we have not covered any
matter related to any other law which may be applicable to the Company except the aforementioned corporate laws of the Union of India.

Place: Calcutta (S. M. Gupta)


Date: 27.04.2016 Partner
S. M. Gupta & Co.,
Company Secretaries
Firm Registration No. : P1993WB046600
Membership No.- FCS No: 896
Enclo: Annexure “A” forming an integral part of this Report. C P No : 2053

54 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

“ANNEXURE - A‘‘

To,
The Members,
EXIDE INDUSTRIES LIMITED,
59-E, Chowringhee Road
Calcutta - 700020

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an
opinion on these secretarial records based on our audits.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the fairness of
the contents of the Secretarial records. The verification was done on test basis to ensure that facts are reflected in secretarial
records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedure on test basis to the extent applicable to the
Company.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.

Place: Calcutta (S. M. Gupta)


Date: 27.04.2016 Partner
S. M. Gupta & Co.,
Company Secretaries
Firm Registration No. : P1993WB046600
Membership No.- FCS No: 896
C P No : 2053

Annual Report 2015-16 55


ANNEXURE - II
Report on Corporate Governance – 2015-2016

Governance Philosophy Under the tenet of Transparency the Company makes necessary
The Company’s approach and commitment to ethical Corporate disclosures and explains the rationale behind its policies and
Governance remains unchanged in its 69-years of existence. The decisions to all those who are affected by them.
underlying principles and core values still guide the Company
in all its executive decision making processes. Empowerment makes it possible for the Company to remain
innovative across the levels. It makes every individual employee
Corporate Governance is an internalised process which drives within the organisation free to determine his or her destiny
your Company to remain in its path as a sustainable wealth in tune with that of the organisation. Empowerment means
creator for all its stakeholders – shareholders, customers, delegation and decentralisation so that decision making
employees and the overall society at large within which it exists. process is fast and transparent to everyone.
Your Company believes that while substantial societal resources
are being utilised by large corporates to generate wealth and However, this freedom of action that Empowerment allows is
add value, it is the principles of Corporate Governance that counter balanced by Control which ensures that management
should keep them in the right track so that the process of wealth decision making remains within the framework of rules. Checks
creation is sustainable over an extended period of time. and balances are devised in a way that prevents malpractices and
removes opacity in decision making so that risk management
Your Company’s principles of Corporate Governance are based becomes more effective.
on the philosophy of empowerment and responsibility. It feels
the Management must be empowered to drive the organisation The Corporate Governance principles and processes make
forward in the best interest of all the stakeholders. This it possible for the Company to remain steadfast in its path of
empowerment, however, also thrusts upon it the responsibility ethical corporate behaviour and citizenship. The principles are
to stay within the framework of accountability and transparency also manifest in its high standards of ethical behaviour, both
so that its actions are sustainable over a long time and benefit internally and externally.
the larger society.
The Governance Structure
Your Company believes that if proper checks and balances The following three interlinked levels within which Exide
are worked into the system of functioning, then its executive practice Corporate Governance:
decision making becomes more process driven than individual
driven and there are minimal chances of abuse of authority. i. Strategic supervision – by the Board of Directors

In its quest to inculcate an ethical corporate culture and ii. Strategic management – by the Executive Committee
citizenship within the organisation, the Company’s governance
philosophy depends heavily on a few tenets. These are iii. Executive management – by the Divisional Heads of businesses
trusteeship, transparency, empowerment and accountability,
control and ethical corporate citizenship. Your Company is of the The structure ensures that at the ground level the executive
view that by inculcating these tenets, the appropriate corporate management of the divisions are focused on embellishing the
culture can be created whereby the Company is managed in a quality, efficiency and effectiveness of each business vertical. This
way that reflects ethical corporate citizenship. level functions under the strategic day to day management of the
Executive Committee that has under its ambit the overall vision of
The tenet of Trusteeship dictates that the Board of Directors the entire organisation. Above both these is the Board of Directors
will protect and enhance shareholder value as well as discharge that provides the strategic supervision on behalf of the shareholders.
the Company’s obligations to all the other stakeholders. The The Board is free from the task of strategic management but has the
Company’s role in the economic and social spheres will be larger role of guiding the executive management with objectivity so
fulfilled under this tenet. that accountability is ensured at all levels.

56 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

The central role of these three entities is dependent on the Composition


structure. Their role, in turn determines the responsibilities that As on the date of this Report, the Board of Directors of the
is vested in them. Each entity is formally empowered with the Company consists of five (5) Executive Directors and seven
requisite powers so that there is no hindrance to its discharge of (7) Non-Executive Directors. The composition of the Board
responsibilities for the overall growth of the organisation. represents an optimal mix of professionalism, knowledge and
experience in business, finance, law and corporate management
BOARD OF DIRECTORS which enables the Board to discharge its responsibilities and
In terms of the Company’s Corporate Governance Policy, provide effective leadership to the business. The positions of
all statutory and other significant and material information the Chairman of the Board and the Chief Executive Officer of the
are placed before the Board to enable it to discharge its Company are held by separate individuals, where the Chairman
responsibilities of strategic supervision of the Company and as of the Board is a Non-Executive & Independent Director. None
trustees of stakeholders. of the Directors of your Company are related to each other.

The details of each member of the Board along with the number of Directorship(s)/Committee Membership(s)/Chairmanship(s) are
provided herein below:

Composition and Directorship(s)/Committee Membership(s)/Chairmanship(s) as on March 31, 2016

Name of Director Category of Directors No. of other Committee Memberships


Directorships held(*) held in other companies (**)
As Member As Chairman
Mr. R. G. Kapadia Independent Non-Executive Chairman 5 1 1
Mr. R. B. Raheja Non-Executive Vice Chairman 5 2 Nil
Mr. P. K. Kataky Executive Director 2 Nil Nil
Mr. G. Chatterjee Executive Director 3 1 Nil
Mr. A. K. Mukherjee Executive Director 3 1 Nil
Mr. Nadeem Kazim Executive Director 2 Nil Nil
Mr. Subir Chakraborty Executive Director 1 Nil Nil
Mr. Vijay Aggarwal Independent Non-Executive Director 5 3 2
Ms. Mona N Desai Independent Non-Executive Director 2 1 Nil
Mr. S Chand Independent Non-Executive Director 2 2 1
Mr. Bharat Dhirajlal Shah Independent Non-Executive Director 8 7 Nil
Mr. Nawshir H Mirza*** Additional Director (Independent Non- 5 1 3
Executive Director)
* Excludes Directorships in Indian Private Limited Companies, Foreign Companies, Companies u/s 8 of the Companies Act, 2013 and memberships of
Managing Committees of various Chambers/bodies and Alternate Directorships.
** Committees include only Audit Committee and Stakeholders Relationship Committee.
*** Appointed w.e.f. October 28, 2015.

Appointment/Re-appointment of Directors Subject to the approval of the shareholders of the Company


Mr. Nawshir H Mirza has been appointed as an Additional at the ensuing Annual General Meeting, the Board of Directors
Director of the Company on October 28, 2015. A Notice in at its meeting held on April 27, 2016 appointed Mr. Gautam
writing has been received from a Member along with requisite Chatterjee as the Managing Director and Chief Executive Officer
deposit under Section 160(1) of the Companies Act, 2013 for a period of 3 years with effect from May 01, 2016. Mr. Gautam
proposing the appointment of Mr. Nawshir H Mirza as a Director Chatterjee has been heading the automotive business of the
at the ensuing Annual General Meeting. Company as Joint Managing Director since May 01, 2013. At the
said Board Meeting, the Board of Directors also appointed Mr.
Mr. P. K. Kataky, Managing Director and Chief Executive Officer Arun Mittal as an Additional and Whole-time Director to be in-
will be retiring from the directorship of the Company with effect charge of the industrial battery business of the Company for a
from the close of business hours on April 30, 2016. period of three years with effect from May 01, 2016. A Notice

Annual Report 2015-16 57


has been received from a Member under Section 160(1) of the Directors’ Induction, Training and Familiarisation
Companies Act, 2013 proposing the appointment of Mr. Arun The Board is responsible for the selection of new Directors
Mittal as a Director at the ensuing Annual General Meeting. on the recommendations received from the Nomination and
Consequent upon the organisational change, Mr. Subir Remuneration Committee. After getting appointed, the Directors
Chakraborty presently Director – Industrial will now head the receive a formal letter of appointment which inter alia explains
Automotive and Submarine battery business of the Company the role, functions, duties and responsibilities expected from
with effect from May 01, 2016. him as a Director of the Company. The Director is also explained
in detail the compliances required to be made under the
Mr. A. K. Mukherjee and Mr. Nadeem Kazim, Executive Directors, Companies Act and the SEBI (Listing Obligations and Disclosure
retire by rotation in accordance with the provisions of the Requirements) Regulations, 2015 (hereinafter referred to as “SEBI
Companies Act, 2013 and, being eligible have offered themselves Regulations, 2015”) and other relevant regulations.
for re-appointment at the ensuing Annual General Meeting.
By way of an introduction to the Company, the Director is
A brief Resume of the Directors proposed to be appointed/re- presented with the Company profile, Annual Reports and
appointed, along with the particulars of Directorships held by an overview of the Company’s manufacturing facilities. All
them, has been appended to the Notice for the Annual General Non-Executive Directors newly inducted in the Board are
Meeting which is being circulated to the members alongwith introduced to the Company through appropriate orientation
this Report. sessions. Presentations are made by various Executive Directors
and senior management personnel and site visits to various
Mr. Nawshir H Mirza, Mr. Gautam Chatterjee and Mr. Nadeem plant locations are organised for them to provide a complete
Kazim do not hold any equity shares in the Company. Mr. A. K. oversight into the Company’s operations and business. Detailed
Mukherjee holds 1,000 equity shares while Mr. Arun Mittal holds presentations on Company’s business segments, if any,
1,152 equity shares in the Company. performance updates, global business environment, business
strategy and risks involved are periodically made at the Board
Meetings and Attendance Meetings during the year.
During the financial year ended March 31, 2016, four (4) Board
Meetings were held on April 30, 2015, July 30, 2015, October The details of such familiarisation programmes for Independent
28, 2015 and January 21, 2016 respectively. The previous Annual Directors along with the familiarisation policy are available on
General Meeting was held on July 31, 2015. the company’s web-site at http://www.exideindustries.com/
corporate/about-us/our-policies.
Directors’ attendance at Board Meetings and at Annual General
Meeting (AGM): Board Portal – Meetings Management System
With a view to leverage advancement in technology and
Name of Director No. of Board Attendance reducing paper consumption, the Company has adopted a
Meetings Attended at last AGM web-based application for transmitting Board/Committee
Mr. R. G. Kapadia 3 Yes Agenda. The Directors of the Company receive the Agenda in
Mr. R. B. Raheja 3 - electronic form through this application, which can be accessed
Mr. P. K. Kataky 4 Yes through Browsers and iPads/tablets. The application meets
Mr. G Chatterjee 4 Yes high standards of integrity and ensures confidentiality that is
Mr. A. K. Mukherjee 4 Yes required for storage and transmission of Board/Committee
Mr. Nadeem Kazim 4 Yes Agenda in electronic form.
Mr. Subir Chakraborty 4 Yes
Mr. Vijay Aggarwal 4 Yes Code of Ethics for Directors and Senior Executives
Ms. Mona N Desai 4 Yes All Directors and Members of the Senior Management have
Mr. S Chand 4 Yes affirmed their compliance with the Code of Ethics for Board
Mr. Bharat Dhirajlal Shah 3 Yes of Directors and Senior Executives as on March 31, 2016 and
Mr. Nawshir H Mirza* 2 NA a declaration to that effect, signed by the Managing Director
*Appointed as an Additional Director at the Board Meeting held on & CEO is enclosed and forms part of this Report. The Code of
October 28, 2015 Ethics for Board of Directors and Senior Executives has also
been posted on the web-site of the Company.

58 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

COMMITTEES OF THE BOARD The Managing Director & CEO, Director- Finance & CFO and
A. Audit Committee Chief-Internal Audit are permanent invitees to the Audit
The role / terms of reference of the Audit Committee Committee meetings. The representative(s) of the Statutory
interalia includes the following: Auditors also attend the Audit Committee Meetings. The
Company Secretary acts as the Secretary to the Committee.
(a) Assist the Board of Directors of the Company in Other Directors and members of the management are also
fulfilling its responsibilities to oversee the: invited as may be required from time to time.
i. Company’s financial reporting process; B. Nomination & Remuneration Committee
ii. the integrity of the Company’s financial The terms of reference of the Nomination and
statements as per authority and responsibilities Remuneration Committee inter alia includes the following:
provided in the Charter;
iii. Auditors’ qualifications and independence; i. To identify persons who are qualified to become
iv. the performance of the Company’s Internal Directors and who may be appointed in the Senior
Audit function and that of Statutory Auditors. Management and to lay down the criteria thereof;
ii. To recommend to the Board appointment of Directors
(b) Overseeing the reporting requirements for inclusion and Senior Management Personnel and their removal;
in the Company’s Annual Report. iii. To evaluate the individual Directors performance;
iv. Formulate the criteria for determining the qualification,
(c) Laying down the criteria for granting the omnibus positive attribute and independence of the Directors;
approval in line with Policy on Related Party v. Recommend to the Board policy relating to
Transactions and such approval shall be applicable in remuneration for Directors, Key Managerial
respect of transactions which are repetitive in nature. Personnel and other employees; and
The role / terms of reference of the Audit Committee are vi. Devising a Policy on Board diversity.
in conformity with the SEBI Regulations, 2015 read in For the performance evaluation criteria for Independent
conjunction with Section 177 of the Companies Act, 2013.
Directors, please refer Board’s Report.

Composition and Attendance


Composition and Attendance
The Audit Committee presently comprises of five (5) Non-
The Nomination and Remuneration Committee presently
Executive Independent Directors. Mr. Nawshir H Mirza, Chairman
comprises of three (3) Non-Executive Independent Directors.
of the Committee is a Non-Executive independent Director and
Mr. Vijay Aggarwal is the Chairman of the Committee who is also a
a Chartered Accountant, acknowledged as a financial expert in
his own right. All the other members are well versed in corporate Non-Executive Independent Director. The Company Secretary acts
finance and related areas. as the Secretary to the Committee.

During the financial year ended March 31, 2016, four (4) meetings During the financial year ended March 31, 2016, two (2) meetings
of the Audit Committee were held on April 30, 2015, July 30, 2015, of the Nomination & Remuneration Committee were held on April
October 28, 2015 and January 21, 2016 respectively. The composition 30, 2015 and October 28, 2015 respectively. The composition and
and attendance of the committee meetings are as follows: attendance details of the committee meetings are as follows:

Name of Director Category Designation Number of Name of Director Category Designation Number of
meetings meetings
attended attended
Mr. Nawshir H Independent Chairman 1 Mr. Vijay Aggarwal Independent Chairman 2
Mirza* Non-Executive Non-Executive
Mr. R. G. Kapadia Independent Member 3 Mr. R. G. Kapadia* Independent Member 2
Non-Executive Non-Executive
Mr. Vijay Aggarwal Independent Member 4 Ms. Mona N Desai Independent Member 2
Non-Executive Non-Executive
Ms. Mona N Desai Independent Member 4 Mr. S Chand Independent Member 2
Non-Executive Non-Executive
Mr. S Chand Independent Member 4 Mr. P. K. Kataky** Executive Member 2
Non-Executive
* Mr. R. G. Kapadia resigned w.e.f. January 07, 2016
* Inducted as Member w.e.f. October 28, 2015 and Chairman w.e.f. April 27, 2016 ** Mr. P. K. Kataky stepped down as Member w.e.f. October 28, 2015

Annual Report 2015-16 59


Remuneration of Directors
Details of Remuneration paid/payable to the Directors for the year ended March 31, 2016 are as follows:

(in Rs.)
Name of Director Salary & Contributions Perquisites & Commission Sitting Fees@ Total
Performance to retiral funds Other
Bonus benefits
Executive Directors
Mr. P. K. Kataky 1,87,33,000 47,14,159 19,25,512 93,66,500 - 3,47,39,171
Mr. G Chatterjee 1,80,12,500 45,32,846 22,80,187 90,06,250 - 3,38,31,783
Mr. A. K. Mukherjee 1,03,09,200 25,94,310 13,45,452 51,54,600 - 1,94,03,562
Mr. Nadeem Kazim 74,05,200 18,63,519 15,02,110 37,02,600 - 1,44,73,429
Mr. Subir Chakraborty 68,55,200 17,25,111 14,63,449 34,27,600 - 1,34,71,360
Non-Executive Directors
Mr. R. G. Kapadia - - - 50,00,000 3,75,000 53,75,000
Mr. R. B. Raheja - - - - 2,25,000 2,25,000
Mr. Vijay Aggarwal - - - - 5,00,000 5,00,000
Ms. Mona N Desai# - - - 7,50,000 5,00,000 12,50,000
Mr. S Chand# - - - 7,50,000 5,00,000 12,50,000
Mr. Bharat Dhirajlal Shah - - - 25,00,000 2,25,000 27,25,000
Mr. Nawshir H Mirza# - - - 22,50,000 2,00,000 24,50,000
# Payment of remuneration by way of commission is subject to the approval of the shareholders at the ensuing Annual General Meeting.
@ The sitting fees paid to the Non-Executive Directors is towards attending the Board and Audit Committee meetings held during the year.
Notes:
All the Executive Directors of the Company have been appointed on contractual basis. As per the contract, the notice period is 3 months.

Shareholding of Non-Executive Directors Composition and Attendance


The Stakeholders Relationship Committee of the Company
Name of Director No. of shares held as comprises of three (3) Directors. Mr. S Chand, Non-Executive
on March 31, 2016 Independent Director is the Chairman of the Stakeholders
Ms. Mona N Desai 78,666 Relationship Committee. The Company Secretary is the
Mr. S Chand 18,872 compliance officer and acts as the secretary to the Committee.

Apart from the above, there was no pecuniary relationship During the financial year 2015-16, the Committee met once on
or transactions between the Company and Non-Executive March 07, 2016. The composition and attendance details of the
Directors. committee meeting are as follows:

The performance criteria for the purpose of payment of Name of Director Category Designation Number of
remuneration to the Directors are in accordance with the meetings
attended
Nomination and Remuneration Policy of the Company.
Mr. S Chand Independent Chairman 1
C. Stakeholders Relationship Committee Non-Executive
The Committee oversees redressal of shareholders’ grievances Mr. P. K. Kataky Executive Member 1
pertaining to transfer of shares, non-receipt of dividend and Mr. G Chatterjee Executive Member Nil
non-receipt of annual reports. The Committee also oversees the
performance of registrar and transfer agent and recommend Investor Grievance Redressal Mechanism
the measures for overall improvement in the quality of investor During the financial year ended March 31, 2016, 11 complaints
services. were received from Shareholders. All complaints have been
redressed to the satisfaction of the shareholders and none of
them were pending as on March 31, 2016.

60 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

Number of complaints received and resolved during the year 4. formulation of an effective monitoring system;
and pending share transfers as on March 31, 2016: 5. monitoring the progress of the CSR programs on a
regular basis;
Number of complaints pending at the beginning of Nil 6. review of the impact assessment; and
the financial year 2015-16 7. annually report to the Board, the status of CSR
Number of complaints received during the financial 11 activities and contributions made.
year 2015-16
Number of complaints redressed during the 11 The Committee has formulated a Corporate Social
financial year 2015-16 Responsibility Policy indicating the activities to be
Number of complaints pending redressal at the end Nil undertaken by the Company and recommend the
of the financial year 2015-16 expenditure on the specified CSR activities pursuant
Number of pending share transfers as at March 31, 2016 Nil to Schedule VII of the Companies Act, 2013 and also
monitor the Policy from time to time. The said Policy is
D. Share Transfer Committee available on the web-site of the Company at http://www.
The Share Transfer Committee approves the transfer/ exideindustries.com/corporate/about-us/our-policies.
transmission of shares, sub-division or consolidation of
shares and issue of new/duplicate share certificates and Composition & Attendance
related matters. The Share Transfer Committee comprises The Corporate Social Responsibility Committee comprises
of four (4) Executive Directors. of four (4) members with Mr. Bharat D Shah, Non-Executive
Independent Director acting as Chairman. During the year, Mr. R.
Composition and Attendance G. Kapadia ceased to be Chairman & Member of the Committee
During the financial year ended March 31, 2016, 27 Meetings w.e.f. January 07, 2016 and Mr. Bharat D Shah was inducted as
of the Share Transfer Committee were held on April 13, 2015, Chairman of the Committee w.e.f. January 21, 2016.
April 27, 2015, May 12, 2015, May 26, 2015, June 11, 2015, June
24, 2015, July 07, 2015, July 24, 2015, August 07, 2015, August Four (4) meetings of the Corporate Social Responsibility Committee
21, 2015, September 05, 2015, September 15, 2015, September were held during the year on April 30, 2015, July 30, 2015, October
29, 2015, October 13, 2015, October 27, 2015, November 07, 28, 2015 and January 21, 2016 respectively. The composition and
2015, November 20, 2015, December 02, 2015, December 11, attendance details of the Committee are given below:
2015, December 26, 2015, January 08, 2016, January 19, 2016,
January 27, 2016, February 09, 2016, February 22, 2016, March Name of Director Category Designation Number of
07, 2016 and March 18, 2016 respectively. The composition and meetings
attended
attendance details of the committee meetings are as follows:
Mr. Bharat Dhirajlal Independent Chairman# -
Name of Director Category Designation Number of Shah Non-Executive
meetings Mr. R. G. Kapadia Independent Chairman$ 3
attended Non-Executive
Mr. P. K. Kataky Executive Chairman 26 Mr. S Chand Independent Member 4
Mr. G Chatterjee Executive Member 26 Non-Executive
Mr. A. K. Mukherjee Executive Member 27 Mr. P. K. Kataky Executive Member 4
Mr. Nadeem Kazim Executive Member 26 Mr. G Chatterjee Executive Member 4
# Mr. Bharat D Shah was appointed as Chairman w.e.f. January 21, 2016
E. Corporate Social Responsibility Committee $ Mr. R. G. Kapadia ceased to be Chairman and Member w.e.f. January 07, 2016
The Corporate Social Responsibility Committee is responsible for -
F. Banking Operations Committee
1. formulating the CSR Policy and proposing revisions The Banking Operations Committee has been constituted
as and when required subject to the approval of the to approve opening and closing of bank accounts, change
Board of Directors; in bank signatories and carrying on other routine banking
2. proposing budget allocation for the CSR activities, operations. The Committee comprises of four (4) Executive
subject to the approval of the Board of Directors; Directors, viz. Mr. P. K. Kataky, Mr. G Chatterjee, Mr. A. K.
3. identifying modalities of implementing the CSR Mukherjee and Mr. Nadeem Kazim.
activities;

Annual Report 2015-16 61


G. Executive Committee b. if the income of the subsidiary exceeds 20% of
The Executive Committee comprises of the Executive the consolidated income of the Company and
Directors, Key Management Personnel and Senior its subsidiaries in the immediately preceding
Management Personnel viz. Mr. P. K. Kataky, Mr. G Chatterjee, accounting year.
Mr. A. K. Mukherjee, Mr. Subir Chakraborty, Mr. Nadeem Kazim,
Mr. Jitendra Kumar and Mr. Achim Leulsdorf. The Committee The Policy on Material Subsidiaries have been uploaded in
focuses on the strategic management issues of the Company, the Company’s web-site under the following web-link http://
subject to the overall supervision of the Board of Directors. www.exideindustries.com/corporate/about-us/our-policies.

H. Independent Directors Meeting III. Policy on Related Party Transactions


During the year under review, the Independent Directors All transactions entered into with the Related Parties
met on April 30, 2015 inter alia, to discuss: during the financial year ended March 31, 2016 were in
the ordinary course of business and on an arm’s length
i. Evaluation of the performance of Non Independent basis and without any conflict of interest in accordance
Directors and the Board of Directors as a whole; with the provisions of the Companies Act, 2013 and SEBI
ii. Evaluation of the performance of the Chairman of Regulations, 2015. Moreover, there were no materially
the Company, taking into account the views of the significant related party transactions during the financial
Executive and Non-Executive Directors; and year which were in conflict with the interest of the
iii. Evaluation of the quality, content and timelines of flow Company. Suitable disclosures as prescribed under the
of information between the Management and the Accounting Standard (AS 18) have been made in the notes
Board to effectively and reasonably perform its duties. to the Financial Statements.

All the Independent Directors were present at the said Meeting. The policy for related party transactions has been uploaded
on the Company’s web-site. The web-link is http://www.
MAJOR POLICIES ADOPTED BY THE COMPANY exideindustries.com/corporate/about-us/our-policies.
I. Whistle Blower Policy/Vigil Mechanism
In accordance with the provisions of the Companies Act, iv. Policy on Determination of Materiality for Disclosures
2013 read with the Companies (Meeting of Board and its and Archival Policy
Powers) Rules, 2014, every listed Company is required to In accordance with Regulation 30 of SEBI Regulations,
have a Vigil Mechanism for the Directors and employees 2015, the Company has framed a Policy on Determination
to report their genuine concerns and grievances. The of Materiality for Disclosures to disclose events or
Company has a Whistle Blower Policy in place and the information which, in the opinion of the Board of Directors
same is also available on the web-site of the Company. of the Company, are material. Further the Company
The Audit Committee of Directors is entrusted with the has an Archival Policy in line with the requirements of
responsibility to oversee the Vigil mechanism. During the SEBI Regulations to ensure that information relating to
year, no personnel was denied access to Audit Committee. the Company is adequately disclosed on its web-site as
required by law. The Policies have been uploaded on
The Whistle Blower Policy is uploaded on the Company’s the Company’s web-site. The weblink is http://www.
web-site under the following web-link http://www. exideindustries.com/corporate/about-us/our-policies.
exideindustries.com/corporate/about-us/our-policies.
V. Policy on Preservation of Documents
II. Policy on Material Subsidiaries In accordance with Regulation 9 of SEBI Regulations,
In accordance with the requirements of Regulation 16(1)(c) of 2015, the Company has framed a Policy on preservation
SEBI Regulations, 2015 the Company has a Policy on Material of documents approved by the Board of Directors of the
Subsidiaries. A subsidiary shall be considered a material Company. The Policy is intended to define preservation of
subsidiary if any of the following conditions are satisfied: documents and to provide guidance to the executives and
employees working in the Company to make decisions that
a. if the net-worth (i.e. paid-up capital and free reserves) may have an impact on the operations of the Company. It
of the subsidiary exceeds 20% of the consolidated not only covers the various aspects on preservation of the
net worth of the Company and its subsidiaries in the Documents, but also the safe disposal/destruction of the
immediately preceding accounting year; or Documents.

62 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

GENERAL BODY MEETINGS


Particulars of last three Annual General Meetings:

AGM Year Ended Venue Date Time


66th 31.03.2013 Kala Mandir, 48 Shakespeare Sarani, Kolkata – 700 017 16.07.2013 10.30 AM
67th 31.03.2014 Kala Mandir, 48 Shakespeare Sarani, Kolkata – 700 017 22.07.2014 10.00 AM
68th 31.03.2015 Kala Kunj, 48 Shakespeare Sarani, Kolkata – 700 017 31.07.2015 11.00 AM

Special Resolutions

The details of the special resolutions passed by the Company at the last three Annual General Meetings (AGMs) are given herein below:

Date of AGM Subject matter of the resolution Triggering Section of the Companies Act
July 16, 2013 Payment of Commission to Non-Executive Chairman 309 and 314 of the Companies Act, 1956
July 22, 2014 Payment of Commission to Non-Executive Chairman 149, 197 and 198 of the Companies Act, 2013
July 31, 2015 Payment of Commission to Non-Executive Chairman 149, 197 and 198 of the Companies Act, 2013
& Non-Executive Independent Director
Adoption of new set Articles of Association 14 of the Companies Act, 2013

Postal Ballot The Company procures about 35% of its Lead and
No resolution requiring postal ballot was placed before the last Lead Alloys requirement through imports or import
Annual General Meeting. No resolution requiring postal ballot is parity pricing based on prices quoted on London
being proposed at the ensuing Annual General Meeting. Metal Exchange (LME). Balance 65% of its Lead
and Lead Alloys are procured from Local Smelters,
Disclosures including its own Smelters, prices of which are
a. There were no materially significant related party influenced by demand/supply situation as well as
transactions entered into by the Company with LME price movement.
Promoters, Directors, Key Managerial Personnel or
other persons which may have a potential conflict At times, prices of Lead and Lead Alloys become volatile
with the interest of the Company. due to sudden changes in demand/supply situation
as well as LME price movement due to international
b. Details of non-compliance by the Company, forces. The Company procures Lead and Lead Alloys
penalties, strictures imposed on the Company by the mostly at current pricing or on LME averages and there
Stock Exchanges or SEBI or any statutory authority is no long-term contract for pricing.
on any matter related to capital markets during the
last three years. About 30% of Company’s business with OEMs as well as
institutional customers are having “Lead price variation
There was no such instance of non-compliance clause” (Lead price denominated pricing). Hence, this
during the last three years. portion of the business is protected from Lead price
volatility. Balance 70% of Company’s business to retail
c. All Mandatory requirements have been appropriately customers are exposed to lead price volatility as prices
complied with and the non-mandatory requirements are determined by market forces. However, increasing
are dealt with at the end of the report. usage of recycled Lead, replacing consumption of pure
Lead, which is cheaper than pure Lead and not directly
d. Disclosure of commodity price risk and commodity exposed to LME price movement, to some extent
hedging activities reduces the risk of Lead price volatility.

Lead and Lead Alloys are the primary materials Exposure to currency fluctuations and its impact on
consumed in the manufacture of batteries representing Company’s business is significant since about 35% of Lead
more than 70% of total material consumption by value. and Lead Alloys procurement is based on “import parity

Annual Report 2015-16 63


price.” Moreover, there are imports of few other materials Requirements) Regulations, 2015, relating to appointment
as well as most of the capital goods (machineries). of new Directors and re-appointment of retiring Directors.
Shareholders may kindly refer to the Notice convening the
While exposure to currency fluctuation on Lead and 69th Annual General Meeting of the Company. The name
Lead alloy cost is to some extent mitigated as stated of other companies in which the Directors appointed/
above, exposure on account of other imports remains. re-appointed holds directorship and the membership of
However, Exports, which constitutes about 4% of Committees of the Board are also given in the annexure to
Company’s business, acts as an automatic hedge the Notice convening the 69th Annual General Meeting.
against risks resulting from currency fluctuation.
3. Annual General Meeting for the Financial Year 2015-2016
As a policy, the Company does not enter into Commodity
hedging. Accordingly, as on the date of reporting, Date July 19, 2016
there is no open position held by the Company on Venue Kala Mandir, 48 Shakespeare
Commodity futures or options. Same principle applies Sarani, Kolkata – 700 017
in case of currency also. Very few “forward covers” are Time 11.00 AM
taken, at times, against import liabilities when situation Dates of Book Closure for July 13, 2016 to July 19, 2016
warrants. As at end of March’16, there is no open Final Dividend (upto 11.00 A.M.)
“forward cover” for foreign currency liability. Last Date of receipt of July 17, 2016 (11.00 A.M.)
Proxy Forms
e. The disclosures on corporate governance as required under
Regulation 17 to 27 and Clause (b) to (i) of sub regulation 4. Tentative Financial Calendar for 2016-2017
(2) of Regulation 46 have been adhered and complied with.
First Quarterly Results July, 2016
MEANS OF COMMUNICATION Second Quarterly/Half Yearly Results October, 2016
A. Quarterly results and Audited Financial Results are Third Quarterly Results January, 2017
generally published in following Newspapers: Annual Results for the year ending on April, 2017
March 31, 2017
The Economic Times Annual General Meeting for the year July, 2017
The Telegraph ending on March 31, 2017
Times of India
Hindu Business Line 5. Dividend Payment Date
Ananda Bazar Patrika During the financial year 2015-16, the Company paid an
The Mint interim dividend @ Rs. 1.60 per equity share to its shareholders.
Business Standard
Eisamay The Final Dividend @ Re. 0.80 per equity share as
recommended by the Board at its meeting held on April
B. The Company’s web-site at www.exideindustries.com is 27, 2016 for the year ended March 31, 2016, if approved by
regularly updated with financial results. the shareholders at the ensuing Annual General Meeting
to be held on July 19, 2016, will be paid within 30 days
C. Whether MD & A is a part of Annual Report : Yes from the date of the Annual General Meeting.

D. Whether Official news Releases and Presentations made to Unclaimed Dividend


Institutional Investors/Analysts are posted on the web-site Section 205A of the Companies Act, 1956 as amended from
of the Company : Yes time to time and/or relevant corresponding provisions of
the Companies Act, 2013 once notified, mandates that
GENERAL SHAREHOLDER INFORMATION companies transfer dividend that has been unclaimed for
1. The 69th Annual General Meeting is proposed to be held a period of seven years from the unpaid dividend account
for the Financial Year: April 01, 2015 to March 31, 2016. to the Investor Education and Protection Fund (IEPF). In
accordance with the following schedule, the dividend for the
2. The Company has furnished information as required under years mentioned as follows, if unclaimed within a period of
Regulation 36 of SEBI (Listing Obligations & Disclosure seven years, will be transferred to IEPF:

64 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

Details of Unclaimed Dividend as on 31.03.2016

Year Type Account No Date of Declaration Due Date for transfer to IEPF
2009 Final 00142220001409 17-Jul-09 22-Aug-16
2010 Interim 00142220001556 12-Oct-09 17-Nov-16
2010 Final 031026214003 14-Jul-10 19-Aug-17
2011 Interim 00142220001868 12-Oct-10 17-Nov-17
2011 Final 704718 21-Jul-11 26-Aug-18
2012 Interim 00142220002179 20-Oct-11 25-Nov-18
2012 Final 704784 17-Jul-12 27-Aug-19
2013 Interim 00142220002464 19-Oct-12 24-Nov-19
2013 Final 704862 16-Jul-13 21-Aug-20
2014 Interim 33105176380 23-Oct-13 29-Nov-20
2014 Final 50200006512872 22-Jul-14 28-Aug-21
2015 Interim 704922 21-Jul-14 21-Aug-21
2015 Final 50200013542151 31-Jul-15 06-Sept-22
2016 Interim 50200015464528 28-Oct-15 04-Dec-22

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and
unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company as on July 31, 2015 (date of last Annual General Meeting) on the Company’s web-site http://
www.exideindustries.com/corporate/investors/unclaimed-dividend and on the web-site of Ministry of Corporate Affairs.

6. Listing of Equity Shares on Stock Exchanges and Stock Code/Symbol


ISIN: INE302A01020

The Equity Shares of the Company are presently listed on the following Stock Exchanges:

Name and Address of the Stock Exchange Stock Code Symbol


The Calcutta Stock Exchange Limited (CSE) 15060 & -
7 Lyons Range, Kolkata - 700 001 10015060
BSE Limited (BSE) 500086 -
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai - 400 001
National Stock Exchange of India Limited (NSE) - EXIDEIND
Exchange Plaza, 5th Floor
Plot no. C/1, G Block
Bandra-Kurla Complex, Bandra (E)
Mumbai - 400 051

The listing fees for the Financial Year 2016-17 has been paid to the above Stock Exchanges.

7. Stock Market price date for the year on BSE, NSE & CSE

Month BSE(#) NSE(#) CSE*


High (Rs.) Low (Rs.) High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
April 2015 193.00 167.75 193.15 167.55 * *
May 2015 171.90 150.15 171.50 150.00 * *
June 2015 156.95 140.05 156.95 139.80 * *
July 2015 156.75 136.35 156.60 136.15 * *
August 2015 168.70 143.60 168.60 143.70 * *

Annual Report 2015-16 65


Month BSE(#) NSE(#) CSE*
High (Rs.) Low (Rs.) High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
September 2015 164.40 142.95 164.95 142.40 * *
October 2015 165.10 148.70 165.50 148.50 * *
November 2015 154.25 138.50 154.45 138.75 * *
December 2015 148.95 135.40 148.95 135.50 * *
January 2016 148.45 116.00 148.50 116.00 * *
February 2016 138.45 116.60 133.85 116.50 * *
March 2016 142.50 126.90 142.50 126.60 * *
(#) Source BSE and NSE web-site
* No trading on the exchange

8. Performance of Exide Share Price in comparison to 10. Share Transfer System


BSE Sensex As stated above, the Company’s shares are compulsorily
traded in demat mode on the Stock Exchanges,. The
250 30000 shareholders are therefore requested to kindly note that
29000 physical documents, viz. Demat Request Forms (DRF) and
200 Share Certificates, etc. should be sent by their Depository
28000
EXIDE BSE HIGH

Participants (DP’s) directly to the Share Transfer Agents. Any


BSE SENSEX

150 27000
delay on the part of the DP’s to send the DRF and the Share
26000 Certificates beyond 15 days from the date of generation of
100 25000 the DRN by the DP will be rejected/cancelled. This is being
24000 done to ensure that no demat requests remain pending
50
23000 with the Share Transfer Agent beyond a period of 15 days.
22000 Shareholders should, therefore, ensure that their DP’s do
0
not delay in sending the DRF and Share Certificates to the
October, 2015
April, 2015
May, 2015
June, 2015
July, 2015
August, 2015
September, 2015

November, 2015
December, 2015
January, 2016
February, 2016
March, 2016

Share Transfer Agent after generating the DRN.

Request for transfer of shares held in physical form can


be lodged with C B Management Services (P) Ltd. Share
transfer processed and share certificate duly endorsed are
EXIDE BSE HIGH BSE SENSEX issued within 30 days of the date of lodgement subject
to documents being valid and complete in all respects.
The Share Transfer Committee meets at least once in a
9. Registrar and Transfer Agent fortnight. During the year 2015-16, the Committee met
The Company has engaged the services of C B Management 27 times. The decisions of the Committee are placed at
Services (P) Ltd, P-22 Bondel Road, Kolkata- 700 019, a SEBI the next Board Meeting. The Company obtains from a
registered body as its Registrar and Share Transfer Agent Company Secretary in practice, a half-yearly certificate of
for processing transfers, sub-division, consolidation, etc. compliance with the share transfer formalities as required
Since trading in Company’s shares can now be done only under Regulation 40(9) of SEBI (Listing Obligations and
in the dematerialised form, request for demat and remat Disclosure Requirements) Regulations, 2015 (erstwhile
should be sent directly to the Registrar through concerned Clause 47(c) of Listing Agreement) and files a copy of the
depository participants. The Company has made said certificate with Stock Exchanges.
arrangements for dematerialisation of its share currently
held in physical form with National Securities Depository 11. Nomination Facility
Limited (NSDL) and Central Depository Services (India) Pursuant to Section 72 of the Companies Act, 2013
Limited (CDSL). read with Rule 19(1) of the Companies (Share Capital &

66 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

Debentures) Rules, 2014, nomination facility is available 12. Share Transfer Record
to the shareholders. This facility is mainly useful for
shareholders holding the shares in single name. In cases Month No. of No. of shares
where the shares are held in joint names, the nomination Transfer processed
will be effective only in the event of death of all the joint April, 2015 4 4369
holders. May, 2015 2 1762
June, 2015 4 15121
Investors are advised to avail of this facility, especially July, 2015 4 3082
those holding securities in single name, to avoid the August, 2015 2 2910
expensive and long drawn process of transmission by law. September, 2015 3 2900
October, 2015 2 5717
Investors holding shares in physical form may obtain November, 2015 3 6472
nomination form (Form SH-13) from the Registrar and December, 2015 1 160
Share Transfer Agent of the Company. However, if the January, 2016 1 10
shares are held in dematerialised form, the nomination has
February, 2016 3 2155
to be intimated to your depository participants directly, as
March, 2016 6 23908
per the format prescribed by them.

13. Distribution of Shareholding as on 31.03.2016

Range Shares Shareholders


No.of shares of face % of total shares Total no. of holders % of Total holders
value Re.1/- each
1-5000 8337938 0.98 79260 82.29
5001-10000 4029638 0.47 5105 5.30
10001-20000 5604669 0.66 3747 3.89
20001-30000 5664636 0.67 2243 2.33
30001-40000 4482610 0.53 1261 1.31
40001-50000 5006528 0.59 1117 1.16
50001-100000 13739293 1.62 1936 2.01
100001 & above 803134688 94.48 1646 1.71
Total 850000000 100.00 96315 100.00

14. Shareholding pattern of the Company as on 31.03.2016 National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).The International
Category No. of % of total Securities Identification Number (ISIN) allotted to our shares
shares issued shares under the Depository system is INE302A01020.
Promoter Holding 390954666 45.99
Foreign Institutional 128827777 15.16 As on March 31, 2016, 98.02% of the Company’s total
Investors shares representing 83,31,45,030 shares are held in
Non Resident Individual 3455529 0.41 dematerialised form and 1.98% representing 1,68,54,970
Mutual Funds 84525950 9.95 shares are in physical form.
Financial Institutions, 87566570 10.30
Insurance Companies & Banks Category Number % to total
Public 93685702 11.02 Shareholders Shares equity
Bodies Corporate 60464594 7.11 Demat Mode
Directors & their relatives 519212 0.06 NSDL 63340 821738015 96.68
Total 850000000 100.00 CDSL 25889 11407015 1.34
Total 89229 833145030 98.02
15. Dematerialisation of Shares and Liquidity Physical Mode 7086 16854970 1.98
Exide shares are tradable compulsorily in the electronic form. Grand Total 96315 850000000 100.00
We have established connectivity with both depositories i.e.

Annual Report 2015-16 67


16. Outstanding GDRs/ADRs/Warrants or any convertible Contact Person:
instruments, conversion date and likely impact on equity Mr. Jitendra Kumar,
The Company has not issued any GDRs, ADRs, Warrants or Company Secretary and Compliance Officer,
any other convertible instruments. Tel Nos. [033] 2283 2118/2150/2171
Fax No. [033] 2283 2642
17. Cost Audit Email: [email protected]
Name of the Cost Auditor: Shome & Banerjee
Cost Accountants (b) C B Management Services (P) Ltd.
5A, Nurulla Doctor Lane P-22 Bondel Road, Kolkata- 700 019
(West Range) Contact Person:
2nd Floor, Kolkata – 700 017 Mr. Amit Banerjee,
Regn No.: 000001 GM- Operations
Actual date of filing the Tel No.: [033] 4011 6700/4011 6725/4011 6729/4011 6742
Cost Audit Report Fax No.: [033] 4011 6739 Email: [email protected]
for 2014-15 : September 16, 2015
(c) For investor grievances shareholders may send an
18. Commodity Price risk or Foreign Exchange risk and email to [email protected]
Hedging activities
The same has already been explained under the heading Status as regards adoption/non adoption of discretionary
‘Disclosures’ in this report. requirements laid down in Part E of Schedule II of
Regulation 27(1) of SEBI (Listing Obligations and Disclosure
19. Plant Locations Requirements) Regulations, 2015 and forming part of the
Report on Corporate Governance
State Address
West Bengal 91 New Chord Road, Authpur, Shamnagar, Particulars Status
24 Parganas (N)- 743 128 The Board
West Bengal Durgachak, Haldia, Dist Midnapore (E), A Non-Executive Chairperson may be Not Adopted
West Bengal- 721 602 entitled to maintain a Chairperson’s office
at the expense of the Company and also
Haryana Plot No. 179, Sector 3, HSIIDC Growth
allowed reimbursement of expenses
Centre, Bawal- 123 501
incurred in performance of his duties.
Maharashtra D2, MIDC Industrial Estate, Chinchwad East,
Shareholders Rights
Pune- 411 019
A half-yearly declaration of financial Not Adopted
Maharashtra Plot No. T-17 MIDC Taloja Industrial Area, performance including summary of the
Taloja- 410 208 significant events in the last six months, may
Maharashtra E-5, MIDC, Nagapur Taluka, be sent to each household of shareholders.
Ahmednagar- 414 111 Modified opinion(s) in audit report
Tamil Nadu Chichurakanapalli, Sevaganapalli Panchayat, Company may move towards a regime Adopted even before
Hosur Taluk, Dist Krishnagiri -635 103 of financial statements with unmodified erstwhile Clause 49
Uttarakhand Khasra No. -275, Lakeshwari Industrial Area, audit opinion became effective
Bhagwanpur, Roorkee, Dist-Haridwar – 247 661 Separate posts of Chairperson and CEO
The Company may appoint separate Adopted
Uttarakhand Plot No. 31, Sector 8A, Integrated Industrial
persons to the post of Chairperson and
Estate, Ranipur, Haridwar – 249 403
Managing Director/CEO
Reporting of Internal Auditor
20. Address for Correspondence The Internal auditor may report directly to Not Adopted
The Company’s registered office is situated at Exide House, the Audit Committee
59E, Chowringhee Road, Kolkata- 700 020.
Pursuant to Regulation 34(3) read with Schedule V of SEBI
All Shareholders’ correspondence should be addressed to: (Listing Obligations and Disclosure Requirements) Regulations,
(a) Share Department, Exide Industries Limited 2015, Compliance Certificate from the Statutory Auditors
Exide House, 59E Chowringhee Road, regarding compliance of conditions of Corporate Governance
Kolkata- 700 020. by the Company is annexed.

68 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

Auditors’ Certificate

To
The Members of Exide Industries Limited

We have examined the compliance of conditions of corporate governance by Exide Industries Limited, for the year ended on 31st
March, 2016, as stipulated in chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the provisions as specified in chapter IV of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to Listing Agreement of the
said Company with stock exchanges.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

For S.R.Batliboi & Co. LLP


Chartered Accountants
ICAI Firm registration number: 301003E

per Kamal Agarwal


Partner
Membership No. 058652

Place: Mumbai
Date: 27th April, 2016

Annual Report 2015-16 69


Certification by Chief Executive Officer (CEO) & Chief Financial Officer (CFO)

The Board of Directors


Exide Industries Limited
Exide House
59E, Chowringhee Road
Kolkata – 700 020

We, P. K. Kataky, Managing Director & CEO and A. K. Mukherjee, Director-Finance & CFO of Exide Industries Limited certify to the Board
in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that we have reviewed the
financial statement and cash flow statement of the Company for the financial year ended 31st March, 2016.

1. To the best of our knowledge and belief, we certify that:


a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
b) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations; and
c) there are no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the
Company’s Code of Conduct.

2. For the purposes of financial reporting, we accept the responsibility for establishing and maintaining internal controls and that we have
evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee, and further state that there were no deficiencies in the design or operation of such internal controls.

3. We do further certify that there has been:


a) no significant changes in internal controls over financial reporting during the year;
b) no significant changes in accounting policies during the year; and
c) no instances of fraud, of which we are aware during the period.

Place: Mumbai P. K. Kataky A. K. Mukherjee


Date: April 27, 2016 Managing Director & CEO Director-Finance & CFO

Annual Declaration under Regulation 34(3) read with Part D of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015

DECLARATION
As required under Regulation 34(3) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, I hereby declare that all the Board members and senior executives of the Company have complied with Code of
Ethics of the company for the year ended March 31, 2016.

Place: Kolkata P. K. Kataky


Date: April 18, 2016 Managing Director & CEO

70 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

ANNEXURE - III

ANNUAL REPORT ON CORPORATE SOCIAL


RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR policy, including 5. Details of CSR spend for the financial year:
overview of projects or programmes proposed to be a. Total amount spent for the financial year:
undertaken and a reference to the web-link to the CSR Rs. 468 lakhs*
policy and projects or programmes.
Extracts of the CSR Policy is stated towards the end of this b. Amount unspent, if any:
Report: Rs. 1021 lakhs (after considering the disbursed and
committed amount)
Weblink:
http://www.exideindustries.com/corporate/about-us/ *This includes the total amount committed and disbursed during the year,
our-policies. the details of which are explained below:

i. During the year, Exide Industries Limited disbursed Rs. 452


2. Composition of the CSR Committee:
lakhs across a broad spectrum of social sectors not confined by
Mr. Bharat D Shah (Chairman)
geographic area or demographic factors.
Mr. Sudhir Chand (Member)
Mr. P. K. Kataky (Member) ii. Additionally, there are certain projects that required a slightly
Mr. Gautam Chatterjee (Member) longer implementation timeframe for a sustainable and
meaningful impact. An amount of Rs. 16 lakhs has been
3. Average net profit of the Company for last three committed towards such projects, which will be disbursed
financial years: during the year 2016-17.
Average net profit: Rs. 74443 lakhs
Taken together, the total amount committed and disbursed during
the year was Rs. 468 lakhs.
4. Prescribed CSR Expenditure (two percent of the
amount as in item 3 above):
The Company is required to spend Rs. 1489 lakhs towards CSR.

Manner in which the amount spent during the financial year 2015-16 is given below

(Rs. in Lakhs)
SL. CSR project or Sector in Projects or Programs Amount Amount spent Cumulative Amount
activity identified which the (1) Local area or other outlay on the Projects expenditure spent: Direct
project is (2) specify the state and (Budget) or Programs upto the or though
covered district where projects and project Sub Heads: reporting Implementing
programe was undertaken or (1) Direct period Agency
program expenditure
wise on projects or
programs (2)
overheads
1 Rural Development Clause x States: Maharashtra, 14.09 14.09 14.09 Direct
Haryana, Tamil Nadu
Dist: Ahmednagar, Rewari,
Krishnagiri

Annual Report 2015-16 71


(Rs. in Lakhs)
SL. CSR project or Sector in Projects or Programs Amount Amount spent Cumulative Amount
activity identified which the (1) Local area or other outlay on the Projects expenditure spent: Direct
project is (2) specify the state and (Budget) or Programs upto the or though
covered district where projects and project Sub Heads: reporting Implementing
programe was undertaken or (1) Direct period Agency
program expenditure
wise on projects or
programs (2)
overheads
2 Promoting / Clause i States: Maharashtra, West 8.11 8.11 8.11 Direct
preventing health care Bengal, Haryana, Tamil Nadu,
Dist: Ahmednagar, Raigad,
North 24 Parganas, Rewari,
Midnapore (East), Krishnagiri

3 Promoting / Clause i 100.00 100.00 100.00 Marrow Donor


preventing health care Registry (India)
4 Prime Minister’s Clause viii 100.00 100.00 100.00 Prime Minister’s
National Relief fund National Relief
fund
5 Swach Bharat Kosh Clause i 50.00 50.00 50.00 Swach Bharat
Kosh
6 Sanitation Clause i 120.83 120.83 120.83 Unicef
7 Sanitation Clause i States: Maharashtra, Haryana 7.39 7.39 7.39 Direct
Ahmednagar, Rewari
9 Environmental Clause iv States: Haryana, West Bengal, 6.74 6.74 6.74 Direct
Sustainability Tamil Nadu Dist.: Rewari,
Midnapore (East), Kolkata,
Krishnagiri
10 Employment Clause ii States: Haryana, 5.68 5.68 5.68 Direct
enhancing vocational Maharashtra, West Bengal
skills Dist.: Rewari, Raigad, Kolkata
11 Promotion of Clause ii States: Haryana, Maharashtra, 35.25 35.25 35.25 Direct
education incl. special Tamil Nadu, West Bengal,
education Dist. : Rewari, Pune, Raigad,
Krishnagiri, Kolkata
12 Empowering Women Clause iii State : Tamil Nadu, 1.00 1.00 1.00 Direct
Dist.: Krishnagiri
13 Eradicting hunger, Clause i State: West Bengal, 3.00 3.00 3.00 Child In Need
poverty and Dist.: Kolkata Institute (CINI)
malnutrition
452.08 452.08 452.08

72 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

Committed Funds during the FY 2015-16, but will be disbursed during 2016-17

(Rs. in Lakhs)
SL. CSR project or activity Sector in Projects or Programs Amount Amount spent Cumulative Amount
identified which the (1) Local area or other outlay on the Projects expenditure spent: Direct
project is (2) specify the state and (Budget) or Programs upto the or though
covered district where projects and project Sub Heads: reporting Implementing
programe was undertaken or (1) Direct period Agency
program expenditure
wise on projects or
programs (2)
overheads
1 Making available safe Clause i States: West Bengal, 5.95 5.95 5.95 Direct
drinking water North 24 Paraganas,
Midnapore (East)
2 Promoting / preventing Clause i States: Haryana & West Bengal, 0.80 0.80 0.80 Direct
health care Rewari, North 24 Paraganas
3 Promotion of education Clause ii States: Haryana, Rewari 0.86 0.86 0.86 Direct
incl. special education
4 Rural Development Clause X States: West Bengal, 4.00 4.00 4.00 Direct
North 24 Paraganas
5 Sanitation Clause i States: West Bengal, 2.55 2.55 2.55 Direct
North 24 Paraganas
6 Employment enhancing Clause ii States: West Bengal, 2.14 2.14 2.14 Direct
vocational skills North 24 Paraganas
Total Fund Committed 16.30 16.30 16.30

6. The Company has explained the reasons for shortfall in CSR spending during the year under review in the Report of
the Board of Directors.

7. Responsibility Statement
The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company
is reproduced below:

The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy
of the Company.

P. K. Kataky Bharat D Shah


Managing Director & CEO Chairman of the CSR Committee

Annual Report 2015-16 73


EXTRACTS OF THE CSR POLICY
(Approved by the Board of Directors on February 24, 2015)

Our aim is to be one of the most respected companies in India delivering superior and sustainable value to all our customers, business
partners, shareholders, employees and host communities.

The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to the
society.

To pursue these objectives we will continue to:

i Increasingly contribute to activities that are beneficial to the society and community at large.

ii Chart out a mechanism for undertaking CSR activities.

iii Engage with the Company’s key stakeholders in matters related to CSR activities.

iv Align the CSR activities undertaken by the Company with the applicable laws.

74 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

ANNEXURE - IV

Form No. MGT-9


EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2016


[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN : L31402WB1947PLC014919
ii) Registration Date : January 31, 1947
iii) Name of the Company : Exide Industries Limited
iv) Category/Sub-Category of the Company : Public Company Limited by Shares
v) Address of the Registered office and contact : Exide Industries Limited, Exide House, 59 E Chowringhee Road,
details Kolkata 700020
Tel: (033) 22832118/2150/2171 Fax: +913322832642
Email: [email protected]
Website: www.exideindustries.com

vi) Whether listed company Yes/No : Yes


vii) Name, Address and Contact details of Registrar C B Management Sevices (P) Ltd.
and Transfer Agent, if any : P-22, Bondel Road, Kolkata 700019, West Bengal, India
Ph: +913340116700/6729 Fax: +913340116739
email: [email protected], Web-site: www.cbmsl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. Name and Description of main products/ NIC Code of the Product/ Service % total turnover of the Company
No. services
1 Storage Battery 31401 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the CIN/GLN Holding/ Subsidiaries/ % of shares Applicable
No. Company Associate held Section
1 Chloride Power Systems & U29221WB1980PLC032796 Subsidiary 100% Section 2(87)(ii)
Solutions Ltd.
Exide House, 59E Chowringhee
Road, Kolkata 700 020
2 Chloride Metals Ltd. U34300WB1998PLC181003 Subsidiary 100% Section 2(87)(ii)
Exide House, 59E Chowringhee
Road, Kolkata 700 020

Annual Report 2015-16 75


III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (CONTD.)

Sl. Name and Address of the CIN/GLN Holding/ Subsidiaries/ % of shares Applicable
No. Company Associate held Section
3 Exide Life Insurance Company U66010KA2000PLC028273 Subsidiary 100% Section 2(87)(ii)
Ltd.
5th Floor, ING Vysya House,
22 M G Road, Bangalore 560 001
4 Chloride International Ltd. U31402WB1947PLC014918 Subsidiary 100% Section 2(87)(ii)
Exide House,59E Chowringhee
Road, Kolkata 700 020
5 Chloride Batteries S.E. Asia N.A. Subsidiary 100% Section 2(87)(ii)
Pte. Ltd.
106 Neythal Road
Singapore 628594
6 Associated Battery N.A. Subsidiary 61.50% Section 2(87)(ii)
Manufactures (Ceylon) Ltd.
481, T .B Jayah Mawatha
Colombo 10
7 Espex Batteries Ltd. N.A. Subsidiary 100% Section 2(87)(ii)
Fairway House, Link Business
Park, Street Mellons, Cardiff,
South Glamorgam CF3 0LT

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Share Holding

Category of No. of Shares held at the beginning of the Year No. of Shares held at the end of the Year %
Shareholders (As on April 01, 2015) (As on March 31, 2016) Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year

A. PROMOTERS
(1) Indian
(a) Individual / HUF - - - - - - - - -
(b) Central Govt - - - - - - - - -
(c) State Govt(s) - - - - - - - - -
(d) Bodies Corporate - - - - - - - - -
(e) Banks/FI - - - - - - - - -
(f ) Any Other… - - - - - - - - -
Sub Total (A) (1) - - - - - - - - -
(2) Foreign
(a) NRIs - Individuals - - - - - - - - -
(b) Other - Individuals - - - - - - - - -
(c) Bodies Corporate 390,954,666 - 390,954,666 45.99 390,954,666 - 390,954,666 45.99 -
(d) Banks/ FI - - - - - - - - -
(e) Any Other… - - - - - - - - -
Sub - total (A) (2) 390,954,666 - 390,954,666 45.99 390,954,666 - 390,954,666 45.99 -
Total shareholding of
Promoter (A) = (A)(1) 390,954,666 - 390,954,666 45.99 390,954,666 - 390,954,666 45.99 -
+ (A)(2)

76 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
Shareholders (As on April 01, 2015) (As on March 31, 2016) Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year

B. PUBLIC
SHAREHOLDING (S)
1. Institutions
a) Mutual Funds 57,216,515 - 57,216,515 6.73 84,525,950 - 84,525,950 9.94 3.21
b) Banks/FI 601,908 370,763 972,671 0.11 1,122,738 369,983 1,492,721 0.18 0.06
c) Central Govt - - - - - - - - -
d )State Govt - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies 77,493,807 - 77,493,807 9.12 86,073,849 - 86,073,849 10.13 1.01


g) FIIs 148,980,912 6,760 148,987,672 17.53 90,785,348 6,760 90,792,108 10.68 (6.85)
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1) 284,293,142 377,523 284,670,665 33.49 262,507,885 376,743 262,884,628 30.93 (2.56)
B2.Non- Institutions
a) Bodies Corp.
i) Indian 83,097,975 164,844 83,262,819 9.80 59,086,647 164,844 59,251,491 6.97 (2.82)
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual 55,605,070 15,713,614 71,318,684 8.39 56,031,246 15,167,464 71,198,710 8.38 (0.01)
shareholders holding
nominal share capital
upto Rs. 1 lac

ii) Individual 12,122,223 684,079 12,806,302 1.51 16,998,189 684,079 17,682,268 2.08 0.57
shareholders holding
nominal share capital
in excess of Rs1 lac

c) Others (specify)
NRI 3,062,617 331,814 3,394,431 0.40 3,016,729 353,060 3,369,789 0.40 0.00
Clearing Member 1,204,479 - 1,204,479 0.14 1,213,103 - 1,213,103 0.14 0.00
OCB - - - - - - - - -
Trust 2,279,174 - 2,279,174 0.27 5,300,896 - 5,300,896 0.62 0.36
Foreign Portfolio - - - - 38,035,669 - 38,035,669 4.47 4.47
Investor
Foreign National - 85,740 85,740 0.01 - 85,740 85,740 0.01 0.00
Custodian of enemy - 23,040 23,040 0.00 - 23,040 23,040 0.00 0.00
property
Sub-total(B)(2) 157,371,538 17,003,131 174,374,669 20.51 179,682,479 16,478,227 196,160,706 23.08 2.56
Total Public
Shareholding (B) = (B) 441,664,680 17,380,654 459,045,334 54.01 442,190,364 16,854,970 459,045,334 54.01 0.00
(1)+ (B) (2)
Total (A) + (B) 832,619,346 17,380,654 850,000,000 100.00 833,145,030 16,854,970 850,000,000 100.00 0.00
C. SHARES HELD BY
CUSTODIAN FOR - - - - - - - - -
GDRS & ADRS
Grand Total (A+B+C) 832,619,346 17,380,654 850,000,000 100.00 833,145,030 16,854,970 850,000,000 100.00 0.00

Annual Report 2015-16 77


(ii) Shareholding of Promoters

Sl. Shareholding at the beginning of the year (As on 01.04.2015) Shareholding at the end of the year (As on 31.03.2016)
No. Shareholder’s Name No of Shares % of total % of shares Shareholder’s Name No of Shares % of total % of shares
shares of Pledged/ shares of Pledged/
Company encumbered Company encumbered
to total shares to total shares

1 Chloride Eastern Ltd. 390,954,666 45.99 NIL Chloride Eastern Ltd. 390,954,666 45.99 NIL
Total 390,954,666 45.99 NIL 390,954,666 45.99 NIL

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. (As on 01.04.2015)
No.of shares % of total shares of the company No.of shares % of total shares of the company
1 Chloride Eastern Ltd.
At the beginning of the year 390,954,666 45.99 390,954,666 45.99
Datewise Increase/ Decrease in
Promoters Share holding during the
year specifying the reasons for increase/ There was no increase / decrease in Promoter
- -
decrease (e.g. allotment/ transfer/ Shareholding during the year
bonus/ sweat equity etc):

At the End of the year (31.03.2016) 390,954,666 45.99 390,954,666 45.99

(iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRS)

Sl. Name of the top 10 Shareholder of Date of event Buy / Sale Shareholding at the beginning Cumulative Shareholding
No. the Company (As on 31.03.2016) of the year (01.04.2015) during the year
No. of Shares % of total shares No. of Shares % of total shares
of the Company of the Company
1 Life Insurance Corporation of India*
(a) At the beginning of the year 01-04-2015 - 42,968,623 5.06 - -
(b) Changes during the year 10-04-2015 Sale 916,704 0.11 42,051,919 4.95
10-04-2015 Sale 2,013 0.00 42,049,906 4.95
17-04-2015 Sale 1,285,414 0.15 40,764,492 4.80
24-04-2015 Sale 717,860 0.08 40,046,632 4.71
31-07-2015 Buy 450,000 0.05 40,496,632 4.76
07-08-2015 Buy 900,000 0.11 41,396,632 4.87
30-09-2015 Sale 16,429 0.00 41,380,203 4.87
11-12-2015 Buy 528,456 0.06 41,908,659 4.93
18-12-2015 Buy 934,532 0.11 42,843,191 5.04
25-12-2015 Buy 311,434 0.04 43,154,625 5.08
31-12-2015 Buy 200,000 0.02 43,354,625 5.10
08-01-2016 Buy 1,448,453 0.17 44,803,078 5.27
12-02-2016 Buy 549,980 0.06 45,353,058 5.34
19-02-2016 Buy 1,455,385 0.17 46,808,443 5.51
26-02-2016 Buy 1,564,172 0.18 48,372,615 5.69
04-03-2016 Buy 1,052,596 0.12 49,425,211 5.81
(c) At the end of the year 31-03-2016 - - - 49,425,211 5.81
*Note : Upon receipt of declaration from Life Insurance Corporation of India (LIC), various schemes of LIC having common PAN have been clubbed

78 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

(iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRS) (Contd.)

Sl. Name of the top 10 Shareholder of Date of event Buy / Sale Shareholding at the beginning Cumulative Shareholding
No. the Company (As on 31.03.2016) of the year (01.04.2015) during the year
No. of Shares % of total shares No. of Shares % of total shares
of the Company of the Company
2 Hathway Investments Ltd
(a) At the beginning of the year 01-04-2015 - 36,752,730 4.32 36,752,730 4.32
(b) Changes during the year No changes during the year
(c) At the end of the year 31-03-2016 - - - 36,752,730 4.32
3 Nalanda India Equity Fund Limited
(a) At the beginning of the year 01-04-2015 - 30,267,261 3.56 30,267,261 3.56
(b) Changes during the year No changes during the year
(c) At the end of the year 31-03-2016 - - - 30,267,261 3.56
4 The New India Assurance Company Limited
(a) At the beginning of the year 01-04-2015 - 17,657,771 2.08 17,657,771 2.08
(b) Changes during the year 05-06-2015 Buy 50,400 0.01 17,708,171 2.08
12-06-2015 Buy 150,000 0.02 17,858,171 2.10
19-06-2015 Buy 105,457 0.01 17,963,628 2.11
26-06-2015 Buy 25,000 0.00 17,988,628 2.12
03-07-2015 Buy 69,000 0.01 18,057,628 2.12
10-07-2015 Buy 83,129 0.01 18,140,757 2.13
17-07-2015 Buy 37,500 0.00 18,178,257 2.14
24-07-2015 Buy 6,646 0.00 18,184,903 2.14
31-07-2015 Buy 150,000 0.02 18,334,903 2.16
07-08-2015 Buy 10,000 0.00 18,344,903 2.16
28-08-2015 Buy 45,000 0.01 18,389,903 2.16
04-09-2015 Buy 149,507 0.02 18,539,410 2.18
11-09-2015 Buy 90,266 0.01 18,629,676 2.19
18-09-2015 Buy 61,506 0.01 18,691,182 2.20
25-09-2015 Buy 65,000 0.01 18,756,182 2.21
30-09-2015 Buy 50,011 0.01 18,806,193 2.21
02-10-2015 Buy 1,062 0.00 18,807,255 2.21
06-11-2015 Buy 25,000 0.00 18,832,255 2.22
13-11-2015 Buy 55,630 0.01 18,887,885 2.22
20-11-2015 Buy 155,141 0.02 19,043,026 2.24
27-11-2015 Buy 87,100 0.01 19,130,126 2.25
04-12-2015 Buy 35,000 0.00 19,165,126 2.25
11-12-2015 Buy 40,000 0.00 19,205,126 2.26
18-12-2015 Buy 75,000 0.01 19,280,126 2.27
25-12-2015 Buy 27,129 0.00 19,307,255 2.27
22-01-2016 Buy 100,000 0.01 19,407,255 2.28
29-01-2016 Buy 200,000 0.02 19,607,255 2.31
05-02-2016 Buy 167,214 0.02 19,774,469 2.33
12-02-2016 Buy 209,667 0.02 19,984,136 2.35
19-02-2016 Buy 150,000 0.02 20,134,136 2.37
26-02-2016 Buy 75,076 0.01 20,209,212 2.38
04-03-2016 Buy 70,000 0.01 20,279,212 2.39
(c) At the end of the year 31-03-2016 - - - 20,279,212 2.39

Annual Report 2015-16 79


(iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRS) (Contd.)

Sl. Name of the top 10 Shareholder of Date of event Buy / Sale Shareholding at the beginning Cumulative Shareholding
No. the Company (As on 31.03.2016) of the year (01.04.2015) during the year
No. of Shares % of total shares No. of Shares % of total shares
of the Company of the Company
5 Government Pension Fund Global
(a) At the beginning of the year 01-04-2015 - 16,346,878 1.92 16,346,878 1.92
(b) Changes during the year 17-04-2015 Buy 489,674 0.06 16,836,552 1.98
24-04-2015 Buy 500,000 0.06 17,336,552 2.04
(c) At the end of the year 31-03-2016 - - - 17,336,552 2.04
6 Nalanda India Fund Limited
(a) At the beginning of the year 01-04-2015 - 15,807,349 1.86 15,807,349 1.86
(b) Changes during the year No changes during the year
(c) At the end of the year 31-03-2016 - - - 15,807,349 1.86
7 HDFC Standard Life Insurance Company Limited
(a) At the beginning of the year 01-04-2015 - 12,970,423 1.53 12,970,423 1.53
(b) Changes during the year 10-04-2015 Sale 214,353 0.03 12,756,070 1.50
24-04-2015 Buy 14,000 0.00 12,770,070 1.50
01-05-2015 Buy 11,000 0.00 12,781,070 1.50
08-05-2015 Sale 4,303 0.00 12,776,767 1.50
05-06-2015 Buy 396,640 0.05 13,173,407 1.55
12-06-2015 Buy 193,484 0.02 13,366,891 1.57
19-06-2015 Sale 1,907 0.00 13,364,984 1.57
26-06-2015 Sale 1,267 0.00 13,363,717 1.57
03-07-2015 Sale 8,855 0.00 13,354,862 1.57
10-07-2015 Sale 2,133 0.00 13,352,729 1.57
14-08-2015 Sale 6,552 0.00 13,346,177 1.57
11-09-2015 Sale 32,600 0.00 13,313,577 1.57
18-09-2015 Sale 1,118,732 0.13 12,194,845 1.43
25-09-2015 Sale 75,000 0.01 12,119,845 1.43
30-09-2015 Sale 11,859 0.00 12,107,986 1.42
09-10-2015 Sale 51,864 0.01 12,056,122 1.42
16-10-2015 Buy 160 0.00 12,056,282 1.42
23-10-2015 Sale 72,446 0.01 11,983,836 1.41
30-10-2015 Sale 49,950 0.01 11,933,886 1.40
13-11-2015 Sale 16,443 0.00 11,917,443 1.40
29-01-2016 Buy 100,000 0.01 12,017,443 1.41
12-02-2016 Sale 386,900 0.05 11,630,543 1.37
26-02-2016 Buy 49,905 0.01 11,680,448 1.37
18-03-2016 Buy 234,673 0.03 11,915,121 1.40
25-03-2016 Buy 200,000 0.02 12,115,121 1.43
31-03-2016 Buy 172,318 0.02 12,287,439 1.45
(c) At the end of the year 31-03-2016 - - - 12,287,439 1.45
8 Amansa Holdings Private Limited
(a) At the beginning of the year 01-04-2015 - 9,253,100 1.09 9,253,100 1.09
(b) Changes during the year 01-05-2015 Buy 854,541 0.10 10,107,641 1.19
08-05-2015 Buy 1,643,053 0.19 11,750,694 1.38
15-05-2015 Buy 1,858,146 0.22 13,608,840 1.60
29-05-2015 Sale 608,840 0.07 13,000,000 1.53
05-06-2015 Buy 344,897 0.04 13,344,897 1.57
12-06-2015 Buy 248,037 0.03 13,592,934 1.60
19-06-2015 Buy 100,337 0.01 13,693,271 1.61

80 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

(iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRS) (Contd.)

Sl. Name of the top 10 Shareholder of Date of event Buy / Sale Shareholding at the beginning Cumulative Shareholding
No. the Company (As on 31.03.2016) of the year (01.04.2015) during the year
No. of Shares % of total shares No. of Shares % of total shares
of the Company of the Company
30-06-2015 Sale 500,000 0.06 13,193,271 1.55
07-08-2015 Buy 110,256 0.01 13,303,527 1.57
28-08-2015 Buy 116,456 0.01 13,419,983 1.58
04-09-2015 Buy 6,827 0.00 13,426,810 1.58
11-09-2015 Buy 447,928 0.05 13,874,738 1.63
18-09-2015 Buy 44,092 0.01 13,918,830 1.64
25-09-2015 Buy 1,292,614 0.15 15,211,444 1.79
04-12-2015 Sale 83,154 0.01 15,128,290 1.78
11-12-2015 Sale 1,229,208 0.14 13,899,082 1.64
08-01-2016 Sale 2,026,987 0.24 11,872,095 1.40
15-01-2016 Sale 783,384 0.09 11,088,711 1.30
22-01-2016 Sale 8,207,850 0.97 2,880,861 0.34
29-01-2016 Sale 438,705 0.05 2,442,156 0.29
29-01-2016 Sale 2,442,156 0.29 0 0.00
(c) At the end of the year 31-03-2016 - - - 0 0.00
9 ICICI Prudendial Discovery Fund
(a) At the beginning of the year 01-04-2015 - 8,994,782 1.06 8,994,782 1.06
(b) Changes during the year 06-11-2015 Buy 500,000 0.06 9,494,782 1.12
29-01-2016 Buy 2,000,000 0.24 11,494,782 1.35
05-02-2016 Buy 1,111,254 0.13 12,606,036 1.48
(c) At the end of the year 31-03-2016 - - - 12,606,036 1.48
10 General Insurance Corporation of India
(a) At the beginning of the year 01-04-2015 - 7,601,400 0.89 7,601,400 0.89
(b) Changes during the year 22-05-2015 Buy 50,000 0.01 7,651,400 0.90
29-05-2015 Buy 250,000 0.03 7,901,400 0.93
05-06-2015 Buy 200,000 0.02 8,101,400 0.95
(c) At the end of the year 31-03-2016 - - - 8,101,400 0.95
11 HDFC Trustee Company Ltd - A/C HDFC Mid Cap Opportunities Fund**
(a) At the beginning of the year 01-04-2015 - 8,100,000 0.95 8,100,000 0.95
(b) Changes during the year No changes during the year
(c) At the end of the year 31-03-2016 - - - 8,100,000 0.95
** Not in the list of Top 10 Shareholders as on 01/04/2015. The same has been reflected above since the shareholder was one of the top 10 shareholders
as on 31/03/2016.

(v) Shareholding of Directors and Key Managerial Personnel

Sl. For Each of the Directors and KMP Name of Directors / KMPs
No. P K Kataky Subir Chakraborty A K Mukherjee Mona N Desai Sudhir Chand
At the beginning of the year 9,070 106 1,000 78,666 18,872
Datewise Increase/ Decrease in Shareholding purchased purchased 1000 Nil Nil Nil
during the year specifying the reasons for 1000 shares shares on 05.02.2016
increase/decrease (e.g. allotment/ transfer/ on 12.02.2016
bonus/ sweat equity etc)

At the end of the year 10,070 1,106 1,000 78,666 18,872


Note: None of the other Directors /Key Managerial Personnel hold any shares in the Company

Annual Report 2015-16 81


V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding /accrued but not due for payment

Secured Loans excluding Unsecured Loans Deposits Total


deposits Indebtedness
(Rs.) (Rs.) (Rs.) (Rs.)
Indebtedness at the beginning of the financial year (2015-16)
i) Principal Amount 92,136,925 83,387,626 - 175,524,551
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 13,082 3,244 - 16,326
Total (i+ii+iii) 92,150,007 83,390,870 - 175,540,877
Change in Indebtedness during the financial year
Addition
i) Principal Amount 320,138,298 623,756,972 - 943,895,270
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 906,091 1,692,650 - 2,598,741
Total (i+ii+iii) 321,044,389 625,449,622 - 946,494,011
Reduction
i) Principal Amount 94,385,937 - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 94,385,937 - -
Net Change 318,808,458 708,840,492 - 1,027,648,950
Indebtedness at the end of the financial year
i) Principal Amount 317,889,286 707,144,598 - 1,025,033,884
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 919,173 1,695,894 - 2,615,067
Total (i+ii+iii) 318,808,459 708,840,492 - 1,027,648,951

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(in Rs.)
Sl. Particulars of Remuneration Name of MD / WTD/ Manager Total Amount
No. P. K. Kataky G Chatterjee Nadeem Kazim A. K. Mukherjee Subir Chakraborty
1 Gross salary
(a) Salary as per provisions contained in 18,733,000 18,850,000 7,405,200 10,309,200 7,560,200 62,857,600
section17(1) of Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of Income- 1,925,512 1,442,687 1,502,110 1,345,452 758,449 6,974,210
tax Act, 1961
(c) Profits in lieu of salary under section - - - - - -
17(3) Income- tax Act, 1961
2 Stock Option - - - - - -
3 Sweat Equity - - - - - -
4 Commission 9,366,500 9,006,250 3,702,600 5,154,600 3,427,600 30,657,550
- as % of profit - - - - - -
- others, specify… - - - - - -
5 Others ,please specify (Retiral Benefits) 4,714,159 4,532,846 1,863,519 2,594,310 1,725,111 15,429,945
Total (A) = (1+2+3+4+5) 34,739,171 33,831,783 14,473,429 19,403,562 13,471,360 115,919,305
Ceiling as per the Act Rs. 906,081,771/- (being 10% of the net profits of the Company calculated as per Section 198 of the
Companies Act, 2013)

82 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

B. Remuneration to other directors:

(in Rs.)
Sl. Particulars of Remuneration Name of Director Total
No. R. G. R. B. Mona Vijay Sudhir Bharat Nawshir H Amount
Kapadia Raheja N Desai Aggarwal Chand D Shah Mirza
1 Independent Directors
Fee for attending board & 375,000 - 500,000 500,000 500,000 225,000 200,000 2,300,000
committee meetings
Commission(*) 5,000,000 - 750,000 - 750,000 2,500,000 2,250,000 11,250,000
Others,please specify - - - - - - - -
Total (1) 5,375,000 - 1,250,000 500,000 1,250,000 2,725,000 2,450,000 13,550,000
2 Other Non-Executive Directors
Fee for attending board & - 225,000 - - - - - -
committee meetings
Commission - - - - - - - -
Others, please specify - - - - - - - -
Total (2) - 225,000 - - - - - 225,000
Total (B) = (1+2) 5,375,000 225,000 1,250,000 500,000 1,250,000 2,725,000 2,450,000 13,775,000
Total Managerial 129,694,305
Remuneration (A+B)
Overall Ceiling as per the Act Rs. 996,689,948/- (being 11% of the net profits of the Company calculated as per Section 198 of the
Companies Act, 2013)

* Payment of Commission to Ms. Mona N Desai, Mr. Sudhir Chand and Mr. Nawshir H Mirza by way of commission is subject to the approval of the
shareholders at the ensuing Annual General Meeting.

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD

(in Rs.)
Sl. No. Particulars of Remuneration Jitendra Kumar Total
1 Gross salary
(a) Salary as per provisions contained in section17(1) of Income-tax Act, 1961 3,973,704 3,973,704
(b ) Value of perquisites u/s 17(2) of Income-tax Act, 1961 210,111 210,111
(c ) Profits in lieu of salary under section 17(3) of Income- tax Act, 1961 NA NA
2 Stock Option NA NA
3 Sweat Equity NA NA
4 Commission NA NA
- as % of profit - -
- others, specify… - -
5 Others ,please specify (Retiral Benefits) 635,940 635,940
Total (C) = (1+2+3+4+5) 4,819,755 4,819,755

Annual Report 2015-16 83


VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty/ Authority [RD/ Appeal made,
Companies Act Description Punishment Compounding NCLT/ COURT] if any (give
fees imposed details)

A. Company
Penalty
Punishment
Compounding
B. Directors
Penalty NIL
Punishment
Compounding
C. Other Officers In Default
Penalty
Punishment
Compounding

On behalf of Board of Directors

Place: Mumbai R. G. Kapadia


Date: April 27, 2016 Chairman

84 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

ANNEXURE - V

Information as per Clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2016

A. CONSERVATION OF ENERGY 6. Shutdown schedule followed on weekly off day and on


The Company accords great importance to conservation paid holidays for all heating zones resulting in savings of
of energy. The Company has taken several steps towards Rs. 28.50 lakhs.
this end through:-
7. Installation of four numbers of two tier grid ageing ovens
a. Close monitoring of consumption of electricity, LPG, for SLI GC.
diesel and water.
Bawal Plant
b. Close monitoring of electricity consumption based 1. Power factor maintained above 0.99 at Vendor Charging
on ‘KWH/MT of Lead Consumed’. Plant resulting in a saving of Rs. 82 lac per annum.

c. Optimisation of conservation of electricity, LPG, 2. Grid casting scrap conveyor automation done through
diesel and water by reducing process cycle time, which energy saved was 19500 KWH/Annum resulting in
process modification and also by equipment a saving of Rs. 1.56 lac per annum.
modification/replacement/retrofitting.
3. Master switch provided in Canteen and Offices through
d. Usage of renewable energy, viz. Solar and wind power. which energy saved was 3780 KWH/Annum resulting in a
saving of Rs. 0.30 lac per annum.
e. Achieving power factor standards nearing unity.
Hosur Plant
The specific initiatives taken during the financial year 1. Solar power plant implementation & energy generation
2015-2016 are as follows:- which resulted in a saving of Rs. 178.24 lakhs.

Chinchwad Plant 2. Conversion of LED Lights at VRLA & Auto division, which
1. 0.5 MW additional electrical power sourced through open resulted in a saving of Rs.19.76 lakhs.
access since May 2015 resulting in saving of Rs. 46.30 lakhs.
3. Energy savings in Utility (Compressor & Chiller) amounting
2. Power factor maintained above 0.996 thereby got to Rs. 69.38 lakhs.
incentive of Rs. 41.48 lakhs.
4. Power Cost Savings through CPP & Third Party Purchase
3. Conversion of 6 grid casting machines from individual which amounted to Rs. 350.15 lakhs.
feed line to induction heated common feed line resulting
in cost saving of Rs. 12 lakhs. 5. Energy savings through kaizen implementation for curing
and drying ovens automation in VRLA & Auto plant,
4. Conversion of electrically heated lead pots of 4 Grid amounting to Rs. 7.67 lakhs.
casting machines to common PNG heated pot resulting in
cost savings of Rs. 18 lakhs. 6. Energy savings through kaizen implementation for cooling
towers automation in VRLA & Auto plant, amounting to
5. Installed Variable Frequency Drive (VFD) of dust collector Rs. 3.48 lakhs.
fan motors at 4 locations across the plant in 2015 thus
resulting in savings of Rs. 4.80 lakhs.

Annual Report 2015-16 85


Taloja Plant Ahmednagar Plant
1. Utilisation of Parter dust & fume extraction for plate 1. Installed VFD for AHU blowers and casting wet scrubber
brushing system resulted in saving of Rs. 2.65 lakhs. resulted in saving of Rs. 24.98 lakhs.

2. Minimising the compressed air leakages at Auto Plant 2. Arrested air leakages in the compressed air network
resulted in saving of Rs. 1.67 lakhs. system which resulted in saving of Rs. 2.88 lakhs.

3. Installation of Variable Frequency Drive Panel for parter 3. Reduced the unloading energy of the compressors by
formation, motor cycle formation to save energy resulted installing Variable frequency drive which resulted in saving
in saving of Rs. 2.74 lakhs. of Rs. 6.85 lakhs.

4. Replacement of water pumps at Auto Plant with Energy The Capital investment made by the Company on energy
Efficient Water Pumps resulted in saving of Rs. 1.87 lakhs. conservation equipment during the Financial year ended
March 31, 2016: Rs. 4.07 crores.
5. Installation of Lighting Energy Saver resulted in saving of
Rs. 5.58 lakhs. B. TECHNOLOGY ABSORPTION
I. Technology Absorption, Adaptation and Innovation
6. Installation of Maximum Demand Controller for controlling In order to maintain its leadership position, your Company
peak demands resulted in saving of Rs. 10.69 lakhs. is continuously focused on upgrading its product and
manufacturing technology as well as acquire new and
7. 100% use of recycled water for gardening and floor advanced technology to meet the emerging expectations
washing. of the customers. The R&D Department is actively involved
in the development of new cutting-edge products
Shamnagar Plant together with developments in new materials as well as
1. Installation of 100 hp VFD in Automotive Assly DE system advanced manufacturing techniques. The activities are in
blower resulting in energy saving of Rs. 5.00 lakhs. full consonance of the company objective of offering the
most advanced energy storage solutions at minimum cost.
2. Replacement of 125 nos. shop floor 250W HPMV lights Your company also acquires state-of-the-art technologies
with energy saving LED lights resulting in energy saving of through technical collaboration agreements with leading
Rs. 6.90 lakhs. international battery manufacturers. The in-house R&D plays
a major role in providing the interface between the company
Haldia Plant priorities and the adoption of the collaborators technology.
1. Introduction of LPG fired Lead pot melting system for
higher capacity pots in place of electrical heating system Up-gradation of the existing range of our products with help
to reduce electrical energy (KWH) consumption as well as from our collaborators is a continuous process. This happens
overall power & fuel cost in conversion cost. Total savings: through visits, from either side, exchange of mail etc.
Rs.1.73 lakhs/month.
II. Benefits
2. Installation & commissioning of additional 1 x 500 KVAR, Introduction of new products/processes has helped the
3 x 750 KVAR and 2 x 1000 KVAR APFC panels with capacitor Company to meet the emerging market needs and also
banks and harmonic filters to maintain Power factor at maintain its technological leadership. Significant benefits
0.994 (avg.) & obtain maximum rebate in electricity bill. have been derived by way of enhanced market penetration
by meeting the specific requirements of international and
3. Controlling of maximum demand throughout the domestic vehicle manufacturers and the highly quality
billing cycle by alarm & tripping arrangement based on conscious export markets.
production volume to achieve maximum Load factor.

86 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

III. Particulars of Imported Technology in the last 3 years

Technology Imported Year of Import Has Technology been absorbed If not fully absorbed, reasons
and future action plan
Automotive and VRLA Lead Acid Since 1994 – 95. Current Agreement is for Technical Since the technology is
Storage Batteries with Shin-Kobe arrangement is effective Assistance for continuous continuous the Agreement will
Electric Machinery Co. Ltd., Japan April 01, 2015 and is valid improvements in manufacturing be ongoing.
for Shamnagar, Haldia, Chinchwad upto March 31, 2020 technology of different products
and Hosur Plants and is in progress.

Valve Regulated Lead Acid Storage Since 9th March 2007. Agreement is for Technical Since the technology is
Batteries (VRLA) for Motorcycles Current arrangement Assistance for continuous continuous, the Agreement will
with Furukawa Battery Co. Ltd, is effective from April improvements in manufacturing be ongoing.
Japan for Bawal and Ahmednagar 01, 2015 and is valid till technology of different products
Plants March 31, 2020 and is in progress

Automotive Batteries with C21 Since 2010. Current Agreement is for Technical Since the technology is
Alloy with Furukawa Battery Co. arrangement is effective Assistance for continuous continuous, the Agreement will
Ltd, Japan for Taloja and Bawal from December 01, 2015 improvements in manufacturing be ongoing.
Plants and is valid till November technology of different products
30, 2020 and is in progress.

Automotive Technical Assistance Since 1987-1988. Current Agreement is for Technical Since the technology is
Agreement with Furukawa Battery arrangement is effective Assistance for continuous continuous, the Agreement will
Co. Ltd, Japan for Taloja and Bawal from December 01, 2015 improvements in manufacturing be ongoing.
Plants and is valid till November technology of different products
30, 2020. and is in progress.

Automotive Batteries for Idling Since February 01, 2010. Agreement is for Technical Since the technology is
Stop System with Furukawa Current arrangement Assistance for continuous continuous, the Agreement will
Battery Co. Ltd, Japan for Taloja is effective from April improvements in manufacturing be ongoing.
and Bawal Plants 01, 2015 and is valid till technology of different products
March 31, 2020 and is in progress.

Lead acid batteries, used for January 15, 2012 valid In progress. Still under development.
automotive, industrial, motor cycle upto January 14, 2017
and other applications, with East
Penn Manufacturing Co., USA.
Special Conventional Batteries February 03, 2013 valid In progress. Still under development.
for Automotive applications with upto February 02, 2023
Shin-Kobe Electric Machinery Co.
Ltd. Japan.

IV. Expenditure on Research & Development


The capital and revenue expenditure on R & D were Rs. 2.09 crores and Rs. 14.64 crores respectively, aggregating to Rs. 16.73 crores.

Total R & D expenditure as percentage of Net Turnover: 0.25%

C. FOREIGN EXCHANGE – EARNINGS AND OUTGOINGS


Total Foreign Exchange used and earned:
Used : Rs. 735.43
Earned : Rs. 234.39

On behalf of the Board of Directors

Place: Mumbai R. G. Kapadia


Date: April 27, 2016 Chairman

Annual Report 2015-16 87


ANNEXURE - VI

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3) (Q) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1)
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Requirements of Rule 5(1) Details


The ratio of the remuneration of each director to the median Directors:
remuneration of the employees of the company for the financial Mr. P. K. Kataky : 39 x
year Mr. Gautam Chatterjee : 38 x
Mr. A. K. Mukherjee : 21 x
Mr. Nadeem Kazim : 15 x
Mr. Subir Chakraborty : 14 x

The percentage increase in remuneration of each Director, Chief Directors:


Financial Officer, Chief Executive Officer, Company Secretary or Mr. P. K. Kataky : 10%
Manager, if any in the financial year Mr. Gautam Chatterjee : 10%
Mr. A. K. Mukherjee : 10%
Mr. Nadeem Kazim : 10%
Mr. Subir Chakraborty : 10%

Key Managerial Personnel:


Mr. Jitendra Kumar : N/A

The percentage increase in the median remuneration of employees 10%


in the financial year
The number of permanent employees on the rolls of company 5,299 employees as on 31.03.2016
The explanation on the relationship between average increase in Factors considered while recommending increase in fixed
remuneration and company performance compensation:
- Financial performance of the Company;
- Industry Benchmarking and consideration towards cost of
living adjustment / inflation;
- Regulatory guidelines as applicable;
- All forms of compensation (fixed and variable) to be
consistent with risk alignment.
Average increase in remuneration of all employees was 10.85% for
the year 2015-16 which is based on above mentioned factors.
Comparison of the remuneration of the Key Managerial Personnel The increase in remuneration of Directors and Key Managerial
against the performance of the company Personnel are in line with the increase in median employee’s
remuneration.
Variations in the market capitalisation of the company, price earning As on As on %
ratio as at the closing date of the current financial year and previous 31.03.2015 31.03.2016 increase /
financial year and percentage increase over decrease in the market (decrease)
quotations of the shares of the company in comparison to the rate Share Price:
at which the company came out with the last public offer in case of BSE: 177.70 139.65 (21.42)
listed companies, and in case of unlisted companies, the variations NSE: 177.75 139.35 (21.61)
in the net worth of the company as at the close of the current
financial year and previous financial year; The Market capitalisation of the Company has decreased from
Rs. 15,104.50 crores as of March 31, 2015 to Rs. 11,870.25 crores as
of March 31, 2016. Over the same period, the price to earning ratio
moved from 27.68x to 19.01x

88 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Directors’ Report to the Shareholders

Requirements of Rule 5(1) Details


Average percentiles increase already made in the salaries of Average Salary increase of non-managerial employees is 9%
employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in Average Salary increase of managerial employees is 10.85%
the managerial remuneration and justification thereof and point
out if there are any exceptional circumstances for increase in the There are no exceptional circumstances in increase in managerial
managerial remuneration; remuneration

Comparison of the each remuneration of the Key Managerial The comparison of the remuneration of each of the Key Managerial
Personnel against the performance of the company. Personnel against the performance of the Company is as under:
Directors: % of Net Profit
For FY 2015-16
Mr. P. K. Kataky : 0.56%
Mr. Gautam Chatterjee : 0.54%
Mr. A. K. Mukherjee : 0.31%
Mr. Nadeem Kazim : 0.23%
Mr. Subir Chakraborty : 0.22%
Key Managerial Personnel:
Mr. Jitendra Kumar : 0.08%
The key parameters for any variable component of remuneration The Directors and Key Managerial Personnel are entitled to
availed by the directors. variable component of remuneration by way of commission and
performance incentive, based on certain performance criteria as
laid down by the Nomination & Remuneration Committee of the
Company. The individual’s performance and overall Company’s
financial performance is also been considered while determining
the said variable component.

The ratio of the remuneration of the highest paid director to that of No employee received remuneration higher than that of Managing
the employees who are not directors but receive remuneration in / Joint Managing Director during the year.
excess of the highest paid director during the year
Affirmation that the remuneration is as per the remuneration policy Remuneration paid during the year ended March 31, 2016 is as per
of the company. the Remuneration Policy of the Company.

For and on behalf of Board of Directors

Place: Mumbai R. G. Kapadia


Date: April 27, 2016 Chairman

Annual Report 2015-16 89


FINANCIALS
Standalone
91_Independent Auditor’s Report
98_Balance Sheet
99_Statement of Profit and Loss
100_Cash Flow Statement
101_Accounting Policies and Notes to Financial Statements

Consolidated
129_Independent Auditor’s Report
134_Balance Sheet
135_Statement of Profit and Loss
136_Cash Flow Statement
137_Accounting Policies and Notes to Financial Statements

180_Information regarding Subsidiary Companies


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Independent Auditor’s Report

To the Members of Exide Industries Limited the Standards on Auditing, issued by the Institute of Chartered
Accountants of India, as specified under Section 143(10) of
REPORT ON THE FINANCIAL STATEMENTS the Act. Those Standards require that we comply with ethical
We have audited the accompanying standalone financial requirements and plan and perform the audit to obtain
statements of Exide Industries Limited (“the Company”), which reasonable assurance about whether the financial statements
comprise the Balance Sheet as at March 31, 2016, the Statement are free from material misstatement.
of Profit and Loss and Cash Flow Statement for the year then
ended, and a summary of significant accounting policies and An audit involves performing procedures to obtain audit evidence
other explanatory information. about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgement,
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL including the assessment of the risks of material misstatement of
STATEMENTS the financial statements, whether due to fraud or error. In making
The Company’s Board of Directors is responsible for the matters those risk assessments, the auditor considers internal financial
stated in Section 134(5) of the Companies Act, 2013 (“the Act”) controls relevant to the Company’s preparation of the financial
with respect to the preparation of these standalone financial statements that give a true and fair view in order to design audit
statements that give a true and fair view of the financial procedures that are appropriate in the circumstances. An audit
position, financial performance and cash flows of the Company also includes evaluating the appropriateness of accounting
in accordance with accounting principles generally accepted policies used and the reasonableness of the accounting estimates
in India, including the Accounting Standards specified under made by the Company’s Directors, as well as evaluating the
section 133 of the Act, read with Rule 7 of the Companies overall presentation of the financial statements. We believe that
(Accounts) Rules, 2014. This responsibility also includes the audit evidence we have obtained is sufficient and appropriate
maintenance of adequate accounting records in accordance to provide a basis for our audit opinion on the standalone
with the provisions of the Act for safeguarding of the assets financial statements.
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate OPINION
accounting policies; making judgements and estimates that In our opinion and to the best of our information and according
are reasonable and prudent; and the design, implementation to the explanations given to us, the standalone financial
and maintenance of adequate internal financial controls statements give the information required by the Act in the
that were operating effectively for ensuring the accuracy manner so required and give a true and fair view, in conformity
and completeness of the accounting records, relevant to the with the accounting principles generally accepted in India, of
preparation and presentation of the financial statements that the state of affairs of the Company as at March 31, 2016, its
give a true and fair view and are free from material misstatement, profit, and its cash flows for the year ended on that date.
whether due to fraud or error.
REPORT ON OTHER LEGAL AND REGULATORY
AUDITOR’S RESPONSIBILITY REQUIREMENTS
Our responsibility is to express an opinion on these standalone 1. As required by the Companies (Auditor’s report) Order,
financial statements based on our audit. We have taken into 2016 (“the Order”) issued by the Central Government of
account the provisions of the Act, the accounting and auditing India in terms of sub-section (11) of section 143 of the
standards and matters which are required to be included in Act, we give in the Annexure 1 a statement on the matters
the audit report under the provisions of the Act and the Rules specified in paragraphs 3 and 4 of the Order.
made thereunder. We conducted our audit in accordance with

Annual Report 2015-16 91


Independent Auditor’s Report

2. As required by section 143 (3) of the Act, we report that: the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
(a) We have sought and obtained all the information and according to the explanations given to us:
explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit; i. The Company has disclosed the impact of
pending litigations on its financial position in
(b) In our opinion, proper books of account as required its financial statements – Refer Note 10 and 37
by law have been kept by the Company so far as it to the financial statements;
appears from our examination of those books;
ii. The Company did not have any long-term
(c) The Balance Sheet, Statement of Profit and Loss, and contracts including derivative contracts for
Cash Flow Statement dealt with by this Report are in which there were any material foreseeable
agreement with the books of account; losses.

(d) In our opinion, the aforesaid standalone financial iii. There has been no delay in transferring
statements comply with the Accounting Standards amounts, required to be transferred, to the
specified under section 133 of the Act, read with Rule Investor Education and Protection Fund by the
7 of the Companies (Accounts) Rules, 2014; Company.

(e) On the basis of written representations received


from the directors as on March 31, 2016, and taken
on record by the Board of Directors, none of the
directors are disqualified as on March 31, 2016, from
being appointed as a director in terms of section 164 For S.R. Batliboi & Co. LLP
(2) of the Act; Chartered Accountants
ICAI Firm Registration Number: 301003E
(f ) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and per Kamal Agarwal
the operating effectiveness of such controls, refer to Partner
our separate Report in “Annexure 2” to this report; Membership Number: 58652

(g) With respect to the other matters to be included in Place of Signature: Mumbai
the Auditor’s Report in accordance with Rule 11 of Date: April 27, 2016

92 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Annexure 1 referred to in paragraph 1 of the section on “Report on other legal and


regulatory requirements” of our report of even date
To the Members of Exide Industries Limited or unsecured to companies, firms, Limited Liability
Partnerships or other parties covered in the register
(i) (a) The Company has maintained proper records maintained under section 189 of the Companies Act, 2013.
showing full particulars, including quantitative Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of
details and situation of fixed assets. the Order are not applicable to the Company and hence
not commented upon.
(b) Fixed assets were physically verified by the
management during the year in accordance with a (iv) In our opinion and according to the information and
planned programme of verifying all of them once explanations given to us, provisions of section 186 of the
in three years which, in our opinion, is reasonable Companies Act 2013 in respect of investments made have
having regard to the size of the Company and the been complied with by the company. There are no loans,
nature of its assets. No material discrepancies were guarantees, and securities granted in respect of which
noticed on such verification. provisions of section 185 and 186 of the Companies Act,
2013 are applicable and hence not commented upon.
(c) Based on our audit procedures performed for the
purpose of reporting the true and fair view of the (v) The Company has not accepted any deposits from the
financial statements and according to information public.
and explanations given by the management, the title
deeds of immovable properties included in property, (vi) We have broadly reviewed the books of account
plant and equipment are held in the name of the maintained by the Company pursuant to the rules made
Company except for following immovable properties by the Central Government for the maintenance of cost
aggregating net block of Rs. 7.21 Crore as at March records under section 148(1) of the Companies Act, 2013,
31, 2016, for which title deeds are not in the name of related to the manufacture of company’s products, and
the Company: are of the opinion that prima facie, the specified accounts
and records have been made and maintained. We have
(Rs. In Crore) not, however, made a detailed examination of the same.
Total Number Net Block Type of Gross
of Properties property block
(vii) (a) The Company is generally regular in depositing
3 Residential 0.05 0.01 with appropriate authorities undisputed statutory
Apartments
dues including provident fund, employee’s state
1 Leasehold land 4.03 3.92 insurance, income-tax, sales-tax, service tax, customs
1 Freehold land 3.28 3.28 duty, excise duty, value added tax, cess and other
Total 7.36 7.21 material statutory dues applicable to it.

(ii) The management has conducted physical verification (b) According to the information and explanations given
of inventory at reasonable intervals during the year and to us, no undisputed amounts payable in respect of
no material discrepancies were noticed on such physical provident fund, employees’ state insurance, income-
verification. tax, service tax, sales-tax, customs duty, excise duty,
value added tax, cess and other material statutory dues
(iii) According to the information and explanations given were outstanding, at the year end, for a period of more
to us, the Company has not granted any loans, secured than six months from the date they became payable.

Annual Report 2015-16 93


Annexure 1 referred to in paragraph 1 of the section on “Report on other legal and
regulatory requirements” of our report of even date
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty,
value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount Period to which the Forum where
(Rs. in Crore) amount relates dispute is pending
The Central Excise Act, Determination of 4.83 1998-99 to 2014-15 Various Commissioner
1944 and Service Tax Assessable Value/Denial of (Appeals)/Deputy
Exemption Notification/ Commissioner
Availment of Cenvat credit 31.35 1996-97 to 2014-15 Various CESTAT
0.12 1993-94 Supreme Court
MRP based Assessment 69.72 2006-07 to 2009-10 CESTAT, Kolkata
The Central Sales Demand relating to Non 38.78 1997-98 to 2015-16 Various Appellate Authorities
Tax Act, 1956 submission of C forms
and other documents
Various State Sales Demand relating to non- 40.39 1996-97 to 2015-16 Various Appellate Authorities
Tax Act submission of Local forms
and other documents/
dispute related to VAT
0.19 2000-01 to 2008-09 Various High Courts
credit/dispute relating to
classification of goods
Turnover Dispute 2.79 2005-06 to 2010-11 Various Appellate Authorities
The Income Tax Act, 1961 Disallowance of certain 4.91 Assessment year Income Tax Appellate
expenses 2007-08 and 2008-09 Tribunal
1.71 Assessment year - Commissioner of Income
2010-11 Tax (Appeals)
0.38 Assessment year Deputy Commissioner of
- 2012-13 Income tax

Out of the total dues against various Excise demands, stay was (ix) Based on our audit procedures performed for the purpose
granted to the Company by the appellate authorities for dues of reporting the true and fair view of the financial
amounting to Rs. 101.07 crores. statements and according to the information and
explanations given by the management, the Company
(viii) Based on our audit procedures performed for the purpose has not raised any money by way of initial public offer /
of reporting the true and fair view of the financial further public offer / debt instruments and term loans
statements and according to information and explanations hence, reporting under clause (ix) is not applicable to the
given by the management, we are of the opinion that Company and hence not commented upon.
the Company has not defaulted in repayment of dues to
banks. The Company did not have any outstanding dues in (x) Based upon the audit procedures performed for the
respect of a financial institution or to government during purpose of reporting the true and fair view of the
the year and there were no outstanding debentures. financial statements and according to the information

94 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

and explanations given by the management, we report the company has not made any preferential allotment or
that no fraud by the company or on the company by the private placement of shares or fully or partly convertible
officers and employees of the Company has been noticed debentures during the year under review and hence not
or reported during the year. commented upon.

(xi) Based on our audit procedures performed for the purpose (xv) Based on our audit procedures performed for the purpose
of reporting the true and fair view of the financial of reporting the true and fair view of the financial
statements and according to the information and statements and according to the information and
explanations given by the management, we report that explanations given by the management, the Company has
the managerial remuneration paid / provided during the not entered into any non-cash transactions with directors
year is within the limits specified u/s 197 and no approvals or persons connected with them.
u/s 197 read with Schedule V to the Companies Act, 2013
were required. (xvi) According to the information and explanations given to
us, the provisions of section 45-IA of the Reserve Bank of
(xii) In our opinion, the Company is not a nidhi company. India Act, 1934 are not applicable to the Company.
Therefore, the provisions of clause 3(xii) of the order are not
applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of


reporting the true and fair view of the financial statements For S.R. Batliboi & Co. LLP
and according to the information and explanations given Chartered Accountants
by the management, transactions with the related parties ICAI Firm Registration Number: 301003E
are in compliance with section 177 and 188 of Companies
Act, 2013, wherever applicable, and the details have been per Kamal Agarwal
disclosed in the notes to the financial statements, as Partner
required by the applicable accounting standards. Membership Number: 58652

(xiv) According to the information and explanations given to Place of Signature: Mumbai
us and on an overall examination of the balance sheet, Date: April 27, 2016

Annual Report 2015-16 95


Annexure 2 to the Independent Auditor’s Report of even date on the Standalone
Financial Statements of Exide Industries Limted
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

To the Members of Exide Industries Limited to the extent applicable to an audit of internal financial controls,
both applicable to an audit of Internal Financial Controls and,
We have audited the internal financial controls over financial both issued by the Institute of Chartered Accountants of India.
reporting of Exide Industries Limited (“the Company”) as of March Those Standards and the Guidance Note require that we comply
31, 2016 in conjunction with our audit of the standalone financial with ethical requirements and plan and perform the audit to
statements of the Company for the year ended on that date. obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL and maintained and if such controls operated effectively in all
FINANCIAL CONTROLS material respects.
The Company’s Management is responsible for establishing and
maintaining internal financial controls based on the internal Our audit involves performing procedures to obtain audit
control over financial reporting criteria established by the evidence about the adequacy of the internal financial
Company, considering the essential components of internal controls system over financial reporting and their operating
control stated in the Guidance Note on Audit of Internal Financial effectiveness. Our audit of internal financial controls over
Controls Over Financial Reporting issued by the Institute of financial reporting included obtaining an understanding of
Chartered Accountants of India. These responsibilities include internal financial controls over financial reporting, assessing the
the design, implementation and maintenance of adequate risk that a material weakness exists, and testing and evaluating
internal financial controls that were operating effectively for the design and operating effectiveness of internal control based
ensuring the orderly and efficient conduct of its business, on the assessed risk. The procedures selected depend on the
including adherence to the Company’s policies, the safeguarding auditor’s judgement, including the assessment of the risks of
of its assets, the prevention and detection of frauds and errors, material misstatement of the financial statements, whether due
the accuracy and completeness of the accounting records, to fraud or error.
and the timely preparation of reliable financial information, as
required under the Companies Act, 2013. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
AUDITOR’S RESPONSIBILITY internal financial controls system over financial reporting.
Our responsibility is to express an opinion on the Company’s
internal financial controls over financial reporting based on our MEANING OF INTERNAL FINANCIAL CONTROLS OVER
audit. We conducted our audit in accordance with the Guidance FINANCIAL REPORTING
Note on Audit of Internal Financial Controls Over Financial A company’s internal financial control over financial reporting is
Reporting (the “Guidance Note”) and the Standards on Auditing, a process designed to provide reasonable assurance regarding
as specified under section 143(10) of the Companies Act, 2013, the reliability of financial reporting and the preparation of

96 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

financial statements for external purposes in accordance with reporting and such internal financial controls over financial
generally accepted accounting principles. A company’s internal reporting were operating effectively as at March 31, 2016,
financial control over financial reporting includes those policies based on the internal control over financial reporting criteria
and procedures that (1) pertain to the maintenance of records established by the Company, considering the essential
that, in reasonable detail, accurately and fairly reflect the components of internal control stated in the Guidance Note on
transactions and dispositions of the assets of the company; (2) Audit of Internal Financial Controls Over Financial Reporting
provide reasonable assurance that transactions are recorded issued by the Institute of Chartered Accountants of India.
as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and EXPLANATORY PARAGRAPH
that receipts and expenditures of the company are being made We also have audited, in accordance with the Standards on
only in accordance with authorisations of management and Auditing issued by the Institute of Chartered Accountants
directors of the company; and (3) provide reasonable assurance of India, as specified under Section 143(10) of the Act, the
regarding prevention or timely detection of unauthorised standalone financial statements of Exide Industries Limited,
acquisition, use, or disposition of the company’s assets that which comprise the Balance Sheet as at March 31, 2016, and the
could have a material effect on the financial statements. related Statement of Profit and Loss and Cash Flow Statement
for the year then ended, and a summary of significant
INHERENT LIMITATIONS OF INTERNAL FINANCIAL accounting policies and other explanatory information, and our
CONTROLS OVER FINANCIAL REPORTING report dated 27th April, 2016, expressed an unqualified opinion
Because of the inherent limitations of internal financial thereon.
controls over financial reporting, including the possibility
of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the For S.R. Batliboi & Co. LLP
internal financial controls over financial reporting to future Chartered Accountants
periods are subject to the risk that the internal financial control ICAI Firm Registration Number: 301003E
over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with per Kamal Agarwal
the policies or procedures may deteriorate. Partner
Membership Number: 58652
OPINION
In our opinion, the Company has, in all material respects, an Place of Signature: Mumbai
adequate internal financial controls system over financial Date: April 27, 2016

Annual Report 2015-16 97


Balance Sheet
as at March 31, 2016

(Rs. in Crores)
Particulars Note No. March 31, 2016 March 31, 2015
I) EQUITY AND LIABILITIES
1) SHAREHOLDERS’ FUND
a) Share Capital 2 85.00 85.00
b) Reserves & Surplus 3 4,349.07 3,969.59
4,434.07 4,054.59
2) NON-CURRENT LIABILITIES
a) Deferred tax liabilities (Net) 4 124.90 125.92
b) Other Long term liabilities 5 4.99 5.09
c) Long-term provisions 6 34.47 27.92
164.36 158.93
3) CURRENT LIABILITIES
a) Short-term borrowings 7 102.50 17.55
b) Trade payables
Total outstanding dues of Micro and Small enterprises 8 3.32 3.50
Total outstanding dues of creditors other than Micro and Small 8 741.58 644.37
enterprises
c) Other current liabilities 9 404.49 268.92
d) Short-term provisions 10 278.38 254.77
1,530.27 1,189.11
Total 6,128.70 5,402.63
II) ASSETS
1) NON-CURRENT ASSETS
a) Fixed Assets
i) Tangible assets 11 1,242.23 1,069.96
ii) Intangible assets 12 20.75 20.20
iii) Capital work-in-progress 185.81 100.17
b) Non-current investments 13 1,760.73 1,755.02
c) Long-term loans and advances 14 71.87 128.75
d) Other non-current assets 15 0.73 1.29
3,282.12 3,075.39
2) CURRENT ASSETS
a) Current investments 16 926.30 140.65
b) Inventories 17 1,133.50 1,522.76
c) Trade receivables 18 607.49 555.04
d) Cash and bank balances 19 73.83 29.82
e) Short-term loans and advances 20 105.46 78.97
2,846.58 2,327.24
Total 6,128.70 5,402.63
Significant accounting policies 1

The accompanying notes are an integral part of the financial statements


As per our report of even date.

S.R.Batliboi & Co. LLP


Registration Number: 301003E For and on behalf of the Board of Directors
Chartered Accountants

per Kamal Agarwal


Partner P. K. Kataky
Membership No. 58652 J. Kumar A. K. Mukherjee
Mumbai, April 27, 2016 Secretary Directors

98 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Statement of Profit and Loss


for the year ended March 31, 2016

(Rs. in Crores)
Particulars Note No. 2015-16 2014-15
INCOME:
I) Revenue from operations (Gross) 21 7,727.35 7,646.75
Less: Excise Duty 918.17 781.21
Revenue from operations (Net) 6,809.18 6,865.54
II) Other income 22 56.15 32.01
III) Total Revenue 6,865.33 6,897.55
IV) EXPENSES:
Cost of raw materials and components consumed 23 4,111.33 4,798.74
Purchase of traded goods 3.20 35.67
(Increase) / decrease in inventories of finished goods, work-in-progress 24 252.01 (282.43)
and traded goods
Employee benefits expenses 25 474.73 416.78
Finance costs 26 0.30 1.67
Depreciation and amortisation expenses 27 160.15 139.52
Other expenses 28 957.34 989.11
Total expenses 5,959.06 6,099.06
V) Profit before tax 906.27 798.49
VI) Tax expenses:
1. Current tax (net of reversal of excess provision of earlier years Rs. 2.96 284.52 230.77
crores (PY includes provision for earlier years Rs. 1.68 crores))
2. Deferred tax (1.02) 21.85
283.50 252.62
VII) Profit for the Year 622.77 545.87
Earnings per share - Basic and Diluted (Nominal value Re 1 per share 7.33 6.42
(PY Re 1 per share))
Significant accounting policies 1

The accompanying notes are an integral part of the financial statements


As per our report of even date.

S.R.Batliboi & Co. LLP


Registration Number: 301003E For and on behalf of the Board of Directors
Chartered Accountants

per Kamal Agarwal


Partner P. K. Kataky
Membership No. 58652 J. Kumar A. K. Mukherjee
Mumbai, April 27, 2016 Secretary Directors

Annual Report 2015-16 99


Cash Flow Statement
for the year ended March 31, 2016

(Rs. in Crores)
2015-2016 2014-2015
(A) CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before tax 906.27 798.49
Adjustment for :
Depreciation and Amortisation 160.15 139.52
Profit on Fixed Assets sold (0.19) (0.21)
Loss on Fixed Assets sold / discarded 4.32 0.74
Dividend Income (39.46) (20.14)
Rent Income (0.05) -
Profit on Sale of Investments (0.05) -
Interest Expense 0.30 1.67
Interest Income (2.16) (2.35)
122.86 119.23
Operating profit before working capital changes 1,029.13 917.72
(Increase) in Trade Receivables (net of provision) (51.98) (38.69)
(Increase) / decrease in Inventories 389.27 (337.19)
(Increase) in Loans & Advances (17.06) (24.49)
Increase in Current Liabilities 258.72 578.95 54.69 (345.68)
Cash generated from operations 1,608.08 572.04
Direct Taxes Paid (net of refunds) (268.40) (247.54)
Net Cash from operating activities 1,339.68 324.50
(B) CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (395.24) (305.57)
Sale of Fixed Assets 0.48 0.57
Acquisition of Shares / units (6.00) (161.08)
Redemption of units 0.35 0.66
Purchase of Mutual Fund units (1,376.81) (802.43)
Sale of Mutual Fund units 596.81 1,032.43
Interest Received 0.57 0.48
Rent Received 0.04 -
Dividend received 33.81 21.90
Net Cash used in investing activities (1,145.99) (213.04)
(C) CASH FLOW FROM FINANCING ACTIVITIES :
Repayment of Long Term Borrowings - -
Proceeds from Short term Borrowing (net) 84.95 17.55
Dividends Paid (including tax) (234.59) (217.99)
Interest Paid (0.04) (1.16)
Net Cash used in financing activities (149.68) (201.60)
Net Increase/(Decrease) in cash and cash equivalents 44.01 (90.14)
Cash and cash equivalents - Opening Balance # 29.82 119.96
Cash and cash equivalents - Closing Balance # 73.83 * 29.82
# as disclosed in Note 19
* Includes Rs. 7.20 crores (PY Rs. 6.20 crores) lying in Unclaimed Dividend Account, being the amount available for restricted use.
The accompanying notes are an integral part of the financial statements
As per our report of even date.

S.R.Batliboi & Co. LLP


Registration Number: 301003E For and on behalf of the Board of Directors
Chartered Accountants

per Kamal Agarwal


Partner P. K. Kataky
Membership No. 58652 J. Kumar A. K. Mukherjee
Mumbai, April 27, 2016 Secretary Directors

100 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Accounting Policies and Notes


to Financial Statements as at and for the year ended March 31, 2016

1 SIGNIFICANT ACCOUNTING POLICIES customers, in accordance with the Sale of Goods Act, 1930.
a. Basis of Preparation
The financial statements of the Company have been The Company collects Sales taxes and Value
prepared in accordance with the generally accepted added Taxes (VAT) on behalf of the Government
accounting principles in India (Indian GAAP). The and therefore, these are not economic benefits
Company has prepared these financial statements to flowing to the Company. Hence they are excluded
comply in all material respects with the accounting from Revenue.
standards notified under section 133 of the Companies
Act, 2013, read together with paragraph 7 of the Customs Duty benefits in the form of advance license
Companies (Accounts) Rules, 2014. The financial entitlements are recognised on export of goods and
statements have been prepared on an accrual basis and are set off from materials cost.
under the historical cost convention except for Land,
Building, Plant and Machinery acquired on and before Interest
March 31, 1999, which are carried at revalued amounts. Revenue is recognised on a time proportion basis
taking into account the amount outstanding and the
The accounting policies adopted in the preparation rate applicable.
of financial statements are consistent with those of
previous year. Dividends
Revenue is recognised when the shareholder’s right
Starting from April 01, 2016, IND-AS Accounting to receive payment is established by the balance
Standards as prescribed by Ministry of Corporate sheet date.
Affairs have become applicable to the Company and
the Accounting Policies would undergo necessary d. Fixed Assets
changes. Fixed Assets are stated at cost (or revalued amounts,
as the case may be) less accumulated depreciation
b. Use of estimates and impairment losses, if any. Cost comprises of
The preparation of financial statements in conformity purchase price inclusive of duties (net of Cenvat),
with generally accepted accounting principles requires taxes, incidental expenses, erection/commissioning
management to make estimates and assumptions that expenses, etc. upto the date the asset is ready for
affect the reported amounts of assets and liabilities its intended use. In case of revaluation of fixed
and disclosure of contingent liabilities at the date of assets, the original cost as written up by the valuer,
the financial statements and the results of operations is considered in the accounts and the differential
during the reporting period. Although these estimates amount is transferred to revaluation reserve.
are based upon management’s best knowledge of
current events and actions, actual results could differ The Company identifies and determines cost of each
from these estimates. component of the asset separately, if the component
has a cost which is significant to the total cost of the
c. Revenue Recognition asset and has useful life that is materially different
Revenue is recognised to the extent that it is from that of the remaining asset. These components
probable that the economic benefits will flow to the are depreciated separately over their useful lives; the
Company and the revenue can be reliably measured. remaining components are depreciated over the life
The following specific recognition criteria must also of the principal asset.
be met before revenue is recognised:
The carrying amounts of assets are reviewed at
Sale of Goods each balance sheet date to determine if there is
Revenue from sale of goods including manufactured any indication of impairment based on external /
products is recognised upon passage of title to the internal factors. An impairment loss is recognised

Annual Report 2015-16 101


Accounting Policies and Notes
to Financial Statements as at and for the year ended March 31, 2016

wherever the carrying amount of an asset exceeds its by the management, are lower than those
recoverable amount which represents the greater of indicated in Schedule II to the Companies
the net selling price of assets and their ‘Value in use’. Act, 2013.
The estimated future cash flows are discounted to
their present value using pre tax discount rates and b) The Company has estimated the residual value
risks specific to the asset. of Plant & Machinery, Moulds and Computers
to be 2% of the cost as against 5% specified in
e. Investments Schedule II of the Companies Act, 2013, based
Investments that are readily realisable and intended on past trends. For Buildings, Office equipments,
to be held for not more than a year, from the date Furniture & Fittings and Vehicles, residual value
on which such investments are made, are classified has been estimated at 5% of the cost.
as current investments. All other investments
are classified as Long-Term investments. Current ii) Depreciation includes amount amortised on
Investments are stated at lower of cost or fair value on a straight-line basis in respect of leasehold
individual investment basis. Long Term Investments properties over the respective lease period.
are considered at cost, unless there is other than
temporary decline in value thereof, in which case iii) Depreciation on fixed assets added/disposed off
adequate provision is made for diminution in during the year is provided on pro-rata basis with
the value of Investments. Investments in foreign reference to the month of addition/disposal.
companies are carried at exchange rates prevailing
on the date of their acquisition. iv) In case of impairment, if any, depreciation is
provided on the revised carrying amount of the
f. Depreciation and Amortisation assets over its remaining useful life.
i) a) Depreciation on fixed assets is calculated on
a straight-line basis using the rates arrived g. Intangible Assets
at based on the useful lives estimated by the i) Research costs are expensed as incurred.
management. The Company has used the Development expenditure incurred on an
following useful lives to provide depreciation individual project is capitalised when its future
on its fixed assets. recoverability can reasonably be regarded
as assured. Any expenditure capitalised is
Useful amortised over the period of expected future
Particulars economic sales from the related project, not exceeding
life (in years)
ten years.
Factory building/ Other buildings 28.5/58.5
RCC Road/ Other than RCC Road 10/ 5 The carrying value of development costs is
Plant and equipments 15 reviewed for impairment annually when the
Electrical installations 10 asset is not yet in use or otherwise when events
& equipments and lab or changes in circumstances indicate that the
equipments
carrying value may not be recoverable.
Moulds 8.5
Furniture and fixtures 10 ii) Acquired computer softwares and licenses are
Office equipment 5 capitalised on the basis of costs incurred to
Vehicles 6 bring the specific intangibles to their intended
Computers 3 to 6 years use. These costs are amortised on a straight-
line pro rata basis over their estimated useful
The useful life of Factory buildings, Other life of five years.
buildings, Moulds and Vehicles, as estimated

102 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Accounting Policies and Notes


to Financial Statements as at and for the year ended March 31, 2016

iii) Acquired Goodwill / Trademark is amortised on of profit and loss in the year, in which the
a straight-line pro rata basis over a period of five exchange rates change. Any profit or loss
years. Goodwill is also tested for impairment every arising on cancellation or renewal of forward
year, if there are any indicators for impairment. exchange contract is recognized as income or
as expense for the year.
h. Operating leases
Assets acquired under Operating Leases represent j. Inventories
assets where the lessor effectively retains substantially i) Raw materials, components, stores and spares
all the risks and benefits of their ownership. Operating are valued at lower of cost and net realisable
lease payments are recognised as an expense in the value. However, materials and other items held
Statement of Profit and Loss on a straight-line basis for use in the production of inventories are
over the lease term. not written down below cost, if the finished
products, in which they will be incorporated,
i. Foreign Currency Transactions are expected to be sold at or above cost. Cost is
(i) Initial Recognition determined on a weighted average basis.
Foreign currency transactions are recorded
in the reporting currency, by applying to ii) Work-in-progress and finished goods are
the foreign currency amount, the exchange valued at lower of cost and net realisable value.
rate between the reporting currency and the Cost includes direct materials, labour and a
foreign currency at the date of the transaction. proportion of manufacturing overheads based
on normal operating capacity. Cost of finished
(ii) Conversion goods includes excise duty. Cost is determined
Foreign currency monetary items are on a weighted average basis.
reported using the closing rate. Non-
monetary items which are carried in iii) Traded goods are valued at lower of cost and
terms of historical cost denominated in a net realisable value. Cost includes cost of
foreign currency are reported using the purchase and other costs incurred in bringing
exchange rate at the date of the transaction. the inventories to their present location and
condition. Cost is determined on a weighted
Non-monetary items which are carried at fair average basis.
value or other similar valuation denominated
in a foreign currency are reported using the iv) Net realisable value is the estimated selling
exchange rates that existed when the values price in the ordinary course of business, less
were determined. estimated costs of completion to make the sale.

(iii) Exchange Differences k. Borrowing Costs


Exchange differences arising on the settlement/ Borrowing costs attributable to the acquisition and/
conversion of monetary items, are recognised or construction of qualifying assets are capitalised as
as income or expenses in the year in which a part of the cost of such assets, upto the date when
they arise. such assets are ready for their intended use. Other
borrowing costs are charged to Statement of Profit
(iv) Forward Exchange Contracts and Loss.
The premium or discount arising at the
inception of forward exchange contracts is l. Expenditure on New Projects and Substantial
amortised as expense or income over the life Expansion
of the contract. Exchange differences on such Expenditure directly relating to expansion projects
contracts are recognised in the statement are capitalised. Administration and other general

Annual Report 2015-16 103


Accounting Policies and Notes
to Financial Statements as at and for the year ended March 31, 2016

overhead expenses incurred during the year, which v) Actuarial gains/losses are immediately taken to
are specifically attributable to the expansion projects, Statement of Profit and Loss and are not deferred.
are capitalised as part of the indirect project cost.
Other indirect expenditure (including borrowing vi) The current and non current bifurcation is done
costs) incurred during the project period which are as per the Actuarial report.
not related to the project nor are incidental thereto,
are charged to Statement of Profit and Loss. Income o. Taxation
earned during project period, if any, is deducted Tax expense comprises of current and deferred
from the total of the indirect expenditure. tax. Current income tax is measured at the amount
expected to be paid to the tax authorities in
m. Excise Duty accordance with the Indian Income Tax Act. Deferred
Excise Duty is accounted for at the point of income taxes reflects the impact of current year
manufacture of goods and accordingly, is considered timing differences between taxable income and
for valuation of finished goods stock lying in the accounting income and reversal of timing differences
factories and branches as on the balance sheet date. of earlier years.

n. Retirement and Other Employee Benefits Deferred tax is measured based on the tax rates and
i) Retirement Benefit in the form of Provident the tax laws enacted or substantively enacted at the
Fund is a defined contribution scheme and balance sheet date. Deferred tax assets are recognised
the contributions are charged to Statement of only to the extent that there is reasonable certainty
Profit and Loss of the year when the employee that sufficient future taxable income will be available
renders the service. There are no obligations against which such deferred tax assets can be realised.
other than the contribution payable to the In situations where the Company has unabsorbed
respective trusts. depreciation or carry forward tax losses, all deferred
tax assets are recognised only if there is virtual
ii) Gratuity and Post Retirement Medical Benefit certainty supported by convincing evidence that they
liability are defined benefit obligations and are can be realised against future taxable profits.
provided for on the basis of actuarial valuation
made at the end of each financial year. The carrying amount of deferred tax assets are
reviewed at each balance sheet date. The Company
iii) Long term compensated absences are provided writes down the carrying amount of the deferred tax
for based on actuarial valuation made at the assets to the extent that it is no longer reasonably
end of each financial year. certain or virtually certain, as the case may be, that
sufficient future taxable income will be available
iv) Pension liability is split into a defined benefit against which deferred tax assets can be realised.
portion and a defined contribution portion Any such write-down is reversed to the extent that
as indicated in note no. 30. The contributions it becomes reasonably certain or virtually certain,
towards defined contribution are charged to as the case may be, that sufficient future taxable
Statement of Profit and Loss of the year when income will be available.
the employee renders the service. The defined
benefit portion is provided for on the basis of p. Earnings Per Share
actuarial valuation made at the end of each Earnings per share is calculated by dividing the
financial year. net profit or loss for the year attributable to equity

104 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Accounting Policies and Notes


to Financial Statements as at and for the year ended March 31, 2016

shareholders by the weighted average number of r. Segment Reporting


equity shares outstanding during the period. Based on the synergies, risks and returns associated
with business operations and in terms of Accounting
For the purpose of calculating diluted earnings per Standard–17, the Company is predominantly
share, the net profit or loss for the period attributable to engaged in a single segment of storage batteries
equity shareholders and the weighted average number and allied products during the year. The analysis
of shares outstanding during the period are adjusted of geographical segments is based on the areas in
for the effects of all dilutive potential equity shares. which customers of the Company are located.

q. Provision s. Contingent Liabilities


A provision is recognised when the Company has A contingent liability is a possible obligation that
a present obligation as a result of past event and arises from past events whose existence will be
it is probable that an outflow of resources will be confirmed by the occurrence or non-occurrence of
required to settle the obligation, in respect of which one or more uncertain future events beyond the
a reliable estimate can be made. Provisions made in control of the Company or a present obligation that
terms of Accounting Standard-29, are not discounted is not recognised because it is not probable that
to its present value and are determined based on an outflow of resources will be required to settle
the management estimate required to settle the the obligation. The Company does not recognise a
obligation at the balance sheet date. These are contingent liability but discloses its existence in the
reviewed at each balance sheet date and adjusted to financial statements.
reflect the current management estimates.
t. Cash and Cash Equivalents
Provision for product related warranty/guarantee Cash and cash equivalents for the purpose of cash
costs is based on the claims received upto the flow statement comprise cash at bank and in hand
year end as well as the management estimates of and short-term investments with an original maturity
further liability to be incurred in this regard during of three months or less.
the warranty period, computed on the basis of past
trend of such claims.

Annual Report 2015-16 105


Notes
to Financial Statements as at and for the year ended March 31, 2016

2 SHARE CAPITAL

(Rs. in Crores)
March 31, 2016 March 31, 2015

a) Authorised
100.00 100.00
1,00,00,00,000 (PY: 1,00,00,00,000) Equity Shares of Re. 1 each 100.00 100.00
b) Issued, subscribed & fully paid-up 85.00 85.00
85,00,00,000 (PY: 85,00,00,000) Equity Shares of Re. 1 each 85.00 85.00
There is no change in the number of shares in current year and last year.
c) Terms / rights attached to equity shares
The company has only one class of Equity Shares having a Par Value of
Re. 1 per share. Each Holder of Equity Shares is entitled to one Vote per share. The company declares and pays dividends
in Indian Rupee. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting.
In the event of Liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of
the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.
During the year ended March 31, 2016, the amount of per share Dividend recognised as distributions to equity
shareholders was Rs. 2.40 (PY Rs. 2.20 per share)
d) Details of shareholders holding more than 5% shares in Company
Name of Shareholder Number of Shares
Chloride Eastern Limited, UK holding 45.99% (PY 45.99%) 39,09,54,666 39,09,54,666
Life Insurance Corporation of India holding 5.82% (PY 4.85%) 4,94,25,211 4,11,84,383
As per records of the company, including its register of shareholders /
members and other declaration received from shareholders, the above
shareholding represents legal ownership of shares.

3 RESERVES AND SURPLUS

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Revaluation Reserve
Balance as per Last Account 22.59 23.72
Less: Adjusted towards assets sold / discarded 0.11 0.27
Less: Depreciation on Revalued assets transferred to General reserves 0.84 0.86
Closing Balance 21.64 22.59
b) Securities Premium Account
Balance as per Last Account 737.88 737.88
c) General Reserve
Balance as per Last Account 1,098.46 1,080.01
Less : adjustment for change in useful life, net of deferred taxes - 2.41
(refer note below) #
Add : Transfer on account of depreciation on revalued assets 0.84 0.86
Add: Amount transferred from Statement of Profit and Loss 25.00 20.00
Closing Balance 1,124.30 1,098.46

106 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

3 RESERVES AND SURPLUS

(Rs. in Crores)
March 31, 2016 March 31, 2015
d) Contingency Reserve *
Balance as per Last Account 25.00 25.00
e) Surplus in the Statement of Profit and Loss
Balance as per last financial statements 2,085.66 1,779.86
Add: Profit for the year 622.77 545.87
Less: Appropriations
Proposed final equity dividend (amount per share Re 0.80 (PY Re 0.70)) (68.00) (59.50)
Tax on proposed equity dividend (11.49) (11.40)
Interim dividend (amount per share Rs. 1.60 (PY Rs. 1.50)) (136.00) (127.50)
Tax on interim dividend (27.69) (21.67)
Transfer to General reserve (25.00) (20.00)
Total Appropriations (268.18) (240.07)
Net Surplus in Statement of Profit and Loss 2,440.25 2,085.66
4,349.07 3,969.59
* The Contingency reserve is created to set aside funds for meeting contingencies and claims.
# Effective from April 1, 2014, the Company has charged depreciation based on the revised remaining useful lives of the assets as per the requirement
of Schedule II of the Companies Act, 2013. Further, as per the transitional provision provided in Note 7(b) of Schedule II, an amount of Rs. 2.41 crs (net of
deferred tax of Rs. 1.00 cr) was adjusted with General Reserve in the previous year for the assets in respect of which the remaining useful life was NIL as
on April 1, 2014.

4 DEFERRED TAX LIABILITY (NET)

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Deferred tax liability:
Arising out of timing difference in depreciable assets 117.82 110.17
Expenses claimed as deduction as per Income Tax Act, 1961, but not booked 34.75 38.74
in current year
b) Deferred tax assets:
On expenses allowable against taxable income in future years 20.56 14.61
Expenses disallowed in earlier assessments which are being contested 7.11 8.38
124.90 125.92

5 OTHER LONG TERM LIABILITIES

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Trade payables 3.35 2.56
b) Other payables - for Capital Goods 1.64 1.74
- for Expenses - 0.79
4.99 5.09
Trade payables represents retention money withheld and which are payable after more than 12 months from the Balance Sheet date.

Annual Report 2015-16 107


Notes
to Financial Statements as at and for the year ended March 31, 2016

6 LONG TERM PROVISIONS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Provision for employee benefits (refer note 30)
Post retirement medical benefits 4.29 4.11
Gratuity 5.74 2.82
Pension 2.40 2.03
Leave benefits 22.04 18.96
34.47 27.92

7 SHORT TERM BORROWINGS


(Rs. in Crores)
March 31, 2016 March 31, 2015
Secured
Buyers’ Credit 31.79 9.21
(The buyers’ credit is repayable in 6 months and carries interest @ LIBOR + spread
{ranging from 0.70% to 1%} and is secured by hypothecation of Stocks and book
debts, both present and future)
Unsecured
Buyers’ Credit 70.71 8.34
(The buyers’ credit is repayable in 6 months and carries interest @ LIBOR + spread
{ranging from 0.70% to 1%})
102.50 17.55

8 TRADE PAYABLES
(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Trade payable for goods & services
Total outstanding dues of Micro and Small enterprises (refer note no 35) 3.32 3.50
Total outstanding dues of creditors other than Micro and Small enterprises 644.12 585.52
b) Acceptances 97.46 58.85
744.90 647.87

9 OTHER CURRENT LIABILITIES

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Interest accrued but not due on borrowings : 0.26 -
b) Unpaid dividends (to be credited to Investor Education and Protection Fund as 7.20 6.20
and when due)
c) Other payables -
For Capital Goods 38.25 43.09
Taxes and duties payable 48.19 31.70
Advances from customers 33.25 21.62
For Selling Expenses 195.45 107.55
For Other Expenses 81.89 58.76
404.49 268.92

108 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

10 SHORT-TERM PROVISIONS

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Provision for employee benefits (refer note 30)
Post retirement medical benefits 0.36 0.26
Leave benefits 2.96 1.47
b) Others
Provision for Warranty Claims 163.39 155.92
Provision for litigations and tax disputes 31.98 26.22
Provision for proposed dividend 68.00 59.50
Provision for tax on proposed dividend 11.69 11.40
278.38 254.77
Provisions for warranties
A provision is recognised for expected warranty claims on products sold, based on past
experience of the level of repairs and returns. The table below gives information about
movement in warranty provision :
Opening Balance 155.92 126.92
Add: Provision created during the year 167.46 190.91
Less: Batteries issued under waranties 159.99 161.91
Closing Balance 163.39 155.92
Provisions for litigations and tax disputes (refer notes below)
The management has estimated the provisions for pending litigation, claims and
demands relating to indirect taxes based on its assessment of probability for these
demands crystallising against the company in due course :
Opening Balance 26.22 18.95
Add: Provision created during the year 5.76 7.27
Closing Balance 31.98 26.22

(a) There are other tax disputes / litigations amounting to Rs. 4.26 crores (PY Rs. 3.32 crores) against which the Company has
also deposited money under protest and made provision there - against. Such deposits and provisions have been netted
off in the financials.

(b) There are also provisions against Income Tax claims amounting to Rs. 7.11 crores (PY Rs. 8.38 crores) which is included in
Note 14 i (d), against which the Company has also created deferred tax assets as disclosed in Note 4.

Annual Report 2015-16 109


11 TANGIBLE ASSETS
(Rs. in Crores)
Freehold Leasehold Buildings Plant & Moulds Office Furniture & Vehicles Computers Total
land land machinery Equipment fittings
Cost
As at April 1, 2014 26.51 31.96 283.04 1,443.69 155.13 9.09 7.20 2.00 23.94 1,982.56
Notes
Additions - - 22.19 174.22 24.64 2.89 0.28 1.37 4.97 230.56
Disposals / deductions - - 1.03 18.32 3.45 0.12 0.35 0.81 0.72 24.80
As at March 31, 2015 26.51 31.96 304.20 1,599.59 176.32 11.86 7.13 2.56 28.19 2,188.32
Additions - 4.04 57.52 217.49 51.30 2.32 0.57 0.59 2.64 336.47

110 Exide Industries Limited


Disposals / deductions/ - - 3.66 28.46 1.04 0.08 0.18 0.14 0.67 34.23
adjustment
As at March 31, 2016 26.51 36.00 358.06 (b) 1,788.62 226.58 14.10 7.52 3.01 30.16 2,490.56
Depreciation
As at April 1, 2014 - 3.70 80.43 803.35 88.90 4.27 6.17 1.26 17.65 1,005.73
Charge for the year - 0.45 9.02 104.20 14.34 1.60 0.16 0.30 2.60 132.67
Adjusted with General - - - 2.25 - 0.96 0.12 - 0.08 3.41
Reserves (Refer note 3)
Disposals / deductions - - 0.32 17.96 3.37 0.12 0.33 0.66 0.69 23.45
As at March 31, 2015 - 4.15 89.13 891.84 99.87 6.71 6.12 0.90 19.64 1,118.36
Charge for the year - 0.56 9.66 120.25 16.52 1.75 0.12 0.38 3.08 152.32
Disposals / deductions - - 0.81 19.49 1.02 0.08 0.17 0.13 0.65 22.35
As at March 31, 2016 - 4.71 97.98 992.60 115.37 8.38 6.07 1.15 22.07 1,248.33
Net Block
to Financial Statements as at and for the year ended March 31, 2016

As at March 31, 2015 26.51 27.81 215.07 707.75 76.45 5.15 1.01 1.66 8.55 1,069.96
As at March 31, 2016 26.51 31.29 260.08 796.02 111.21 5.72 1.45 1.86 8.09 1,242.23
a. Conveyance / Lease deeds for certain immovable properties valued at Rs. 7.21 crores (PY Rs. 3.77 crores) are pending execution.
b. Includes Rs. 0.10 crores (PY Rs. 0.10 crores) being the cost of shares in Co-operative Housing Societies.
c. Land, Buildings and Plant & Machinery of the Company as on 31 March, 1991 and 1999 were revalued by the approved valuers and the surplus arising thereon, has been
transferred to Revaluation Reserve.
d. Details of Overhead expenditure on New / Expansion Projects (Pending allocation and lying in Capital work-in-progress)

(Rs. in Crores)
As at March 31, 2016 As at March 31, 2015
Balance brought forward from previous year 0.60 -
Salaries, Wages & Bonus 0.75 0.44
Borrowing Cost 1.47 -
Travelling expenses 0.21 0.44
3.03 0.88
Less : Allocated to Fixed Assets during the year * 0.87 0.28
2.16 0.60
* Includes Rs 0.27 crores (PY Nil) towards borrowing cost.
THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

12 INTANGIBLE ASSETS

(Rs. in Crores)
Goodwill Trade Mark Computer Software Total
Cost
As at April 1, 2014 12.13 1.57 18.19 31.89
Additions - 2.63 3.23 5.86
As at March 31, 2015 12.13 4.20 21.42 37.75
Additions - - 8.38 8.38
As at March 31, 2016 12.13 4.20 29.80 46.13
Amortisation
As at April 1, 2014 6.01 0.47 4.22 10.70
Charge for the year 2.22 0.62 4.01 6.85
As at March 31, 2015 8.23 1.09 8.23 17.55
Charge for the year 2.22 0.84 4.77 7.83
As at March 31, 2016 10.45 1.93 13.00 25.38
Net Block
As at March 31, 2015 3.90 3.11 13.19 20.20
As at March 31, 2016 1.68 2.27 16.80 20.75

13 NON- CURRENT INVESTMENTS (valued at Cost unless stated otherwise)

(Rs. in Crores)
March 31, 2016 March 31, 2015
Trade (unquoted)
Government Securities
Government Securities (lodged as security deposits with various authorities) 0.01 0.01
Equity Shares, Fully Paid Up
Shares in Subsidiary Companies
Chloride International Limited (4,50,000 shares of Rs. 10 each (PY 4,50,000 Shares)) 0.20 0.20
Chloride Power Systems & Solutions Limited (19,80,000 shares of Rs. 10 each 2.93 2.93
(PY 19,80,000 Shares))
Chloride Metals Limited (4,23,80,952 shares of Rs. 10 each (PY 1,50,00,000 shares)) 109.03 34.65
Chloride Alloys India Limited (Nil shares (PY 2,50,00,000 shares of Rs. 10 each)) - 74.37
{Refer note (iv) below}
Chloride Batteries S.E.Asia Pte. Limited (70,00,000 shares of Singapore $ 1 each 10.35 10.35
(PY 70,00,000 shares)
Espex Batteries Limited (1,02,000 shares of GBP 1 each (PY 1,02,000 shares)) 0.78 0.78
Associated Battery Manufacturers (Ceylon) Ltd (38,96,640 shares of Sri Lankan 7.31 7.31
Rupees 10 each (PY 38,96,640 shares))
Non Trade (unquoted)
Equity Shares, Fully Paid Up
In Subsidiary Company
Exide Life Insurance Company Limited (1,75,00,00,000 shares of Rupees 10 each 1,579.60 1,579.60
(PY 1,75,00,00,000 shares))

Annual Report 2015-16 111


Notes
to Financial Statements as at and for the year ended March 31, 2016

13 NON- CURRENT INVESTMENTS (valued at Cost unless stated otherwise)

(Rs. in Crores)
March 31, 2016 March 31, 2015
Debentures, Fully Paid Up
Woodlands Hospital and Medical Research Centre Ltd
1/2% Debentures (20 debentures of Rs. 100 each (PY 20 debentures)) -^ -
5% Non-redeemable Registered Debentures (1 debenture of Rs. 6,000 each -^ -
(PY 1 debenture))
Others
Faering Capital India Evolving Fund (2,37,753 units of Rs. 1,000 each 23.77 18.07
(PY 1,80,716 units))
Haldia Integrated Development Agency Ltd (5,00,000 units of Rs. 10 each 0.50 0.50
(PY 5,00,000 units))
Suryadev Alloys (2,500 shares of Rs. 10 each (PY 2,500 shares)) 0.03 0.03
Non Trade (Quoted)
Equity Shares, Fully Paid Up
Hathway Cable and Datacom Limited (54,62,830 shares of Rs. 2 each (PY 26.22 26.22
54,62,830 shares of Rs. 2 each))
1,760.73 1,755.02
(i) Aggregate value of unquoted investments - 1,734.51 1,728.80
(ii) Aggregate value of quoted investments (Market value Rs. 21.17 Cr (PY Rs. 26.80 Cr)) 26.22 26.22
(iii) Diminution, based on the net worth as per the latest audited accounts of the
relevant company, in the value of certain long term unquoted investments as on
the Balance Sheet date, being temporary in nature, has not been provided for.
(iv) During the year, Chloride Alloys India Limited has been merged with Chloride Metals Limited with effect from 1st April, 2015,
both being wholly owned subsidiaries, pursuant to the scheme of Amalgamation approved by the Hon’ble High Court of
Calcutta. Consequent to such merger, the Company has received 2,73,80,952 shares (alloted subsequent to Balance Sheet
date) of Chloride Metals Limited in lieu of its holding of 2,50,00,000 shares in Chloride Alloys India Limited.
(v) ^ Figures being less than Rs. 50,000 in each case, has not been disclosed.

14 LONG-TERM LOANS AND ADVANCES


(Rs. in Crores)
March 31, 2016 March 31, 2015
(i) Unsecured considered good
a) Capital advances 19.33 61.70
b) Deposits - Others 12.35 9.60
c) Prepaid expenses 3.45 6.21
d) Advance Payment of Income Tax (net of Provisions) 36.66 51.07
e) Loans and advances to others 0.01 0.01
f) Loans to employees 0.07 0.16
(ii) Unsecured considered doubtful
a) Advances recoverable in cash or kind 1.95 1.93
b) Balances with Customs, Sales Tax & Excise Authorities 3.08 2.13
76.90 132.81
Less :- Provision for doubtful deposits and advances 5.03 4.06
71.87 128.75

112 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

15 OTHER NON-CURRENT ASSETS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Unsecured, Considered good unless stated otherwise
a) Trade Receivables 0.73 1.29
0.73 1.29
Represents portion of Trade Receivables which are recoverable after more than 12 months from the Balance Sheet date.

16 CURRENT INVESTMENTS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Non Trade (Unquoted) (at lower of cost and fair value)
UNITS OF MUTUAL FUND
Kotak Banking & PSU Debt Fund - Daily Dividend Reinvestment NIL units of Rs. 10 - 5.03
(PY 50,15,316 units of Rs. 10)
Kotak Treasury Advantage Fund - Regular Plan Daily Dividend Reinvestment 40.26 -
3,99,46,872 units of Rs. 10 (PY NIL)
Franklin India Ultra Short Bond Fund Super Institutional Plan -Daily Dividend 50.34 15.08
Reinvestment 4,99,64,369 units of Rs. 10 (PY 1,49,59,419 units of Rs. 10)
DSP Black Rock Ultra Short Term Fund -Regular Plan -Daily Dividend Reinvestment 211.44 12.07
21,04,18,045 units of Rs. 10 (PY 1,20,23,341 units of Rs. 10)
IDFC Ultra Short Term Fund -Daily Dividend Reinvestment - Regular Plan 6,52,84,247 65.47 10.04
units of Rs. 10 (PY 1,00,21,221 units of Rs. 10)
Birla Sunlife Savings Fund -Daily Dividend Reinvestment 65,22,351 units of Rs. 100 65.42 6.22
(PY 6,20,586 units of Rs. 100)
Birla Sunlife Cash Plus Fund -Institutional Plan -Daily Dividend Reinvestment NIL units - 1.82
of Rs. 100 (PY 1,68,386 units of Rs. 100)
Birla Sunlife Cash Plus Fund -Regular Plan Daily Dividend Reinvestment NIL units of - -
Rs. 100 (PY 80 units of Rs. 100)
HDFC Floating Rate Income Fund -Short Term Plan Wholesale Option -Daily Dividend 80.56 15.07
Reinvestment 7,99,16,941 units of Rs. 10 (PY 1,49,48,568 units of Rs. 10)
SBI SHF Ultra Short Term Fund -Regular Plan -Daily Dividend Reinvestment 2,00,295 20.15 10.05
units of Rs. 1,000 (PY 1,00,018 units of Rs. 1,000)
IDBI Ultra Short Term Fund -Regular Plan Daily Dividend Reinvestment 1,49,906 units 15.13 5.03
of Rs. 1,000 (PY 49,938 units of Rs. 1,000)
TATA Floater Fund Regular Plan Daily Dividend Reinvestment 4,01,299 units of Rs. 1,000 40.27 5.03
(PY 50,123 units of Rs. 1,000)
India Bulls Ultra Short Term Fund - Existing Plan Daily Dividend Reinvestment 3,01,188 30.20 15.07
units of Rs. 1,000 (PY 1,50,370 units of Rs. 1,000)
Baroda Pioneer Treasury Advantage Fund Plan A - Daily Dividend Reinvestment 15.04 -
1,46,365 units of Rs. 1,000 (PY NIL units of Rs. 1,000)
Sundaram Ultra Short Term Fund -Regular Plan- Daily Dividend Reinvestment 5.04 5.03
50,17,127 units of Rs. 10 (PY 50,11,047 units of Rs. 10)
L&T Ultra Short Term Fund - Daily Dividend Reinvestment Plan 3,95,18,623 units of 40.26 5.03
Rs. 10 (PY 49,47,291 units of Rs. 10)

Annual Report 2015-16 113


Notes
to Financial Statements as at and for the year ended March 31, 2016

16 CURRENT INVESTMENTS

(Rs. in Crores)
March 31, 2016 March 31, 2015
ICICI Prudential Flexible Income Fund - Daily Dividend Reinvestment 57,11,951 units of 60.40 5.03
Rs. 100 (PY 47,56,643 units of Rs. 100)
UTI Treasury Advantage Fund -Institutional Plan- Daily Dividend Reinvestment 4,01,908 40.28 5.00
units of Rs. 1,000 (PY 49,884 units of Rs. 1,000)
Reliance Money Manager Fund - Daily Dividend Reinvestment LPID NIL units of Rs. - 10.05
1,000 (PY 1,00,155 units of Rs. 1,000)
Reliance Medium Term Fund - Daily Dividend Reinvestment 1,47,28,726 units of Rs. 10 25.18 -
(PY NIL units of Rs. 10)
Religare Invesco Ultra Short Term Fund - Daily Dividend Reinvestment 1,00,612 units of 10.08 -
Rs. 1,000 (PY NIL units of Rs. 1,000)
HSBC Ultra Short Term Bond Fund -Daily Dividend Reinvestment 50,23,463 units of 5.03 -
Rs. 10 (PY NIL units of Rs. 10)
JM Money Manager Fund -Super Plus Plan - Daily Dividend Reinvestment 1,00,48,379 10.08 -
units of Rs. 10 (PY NIL units of Rs. 10)
Pramerica Ultra Short Term Bond Fund - Daily Dividend Reinvestment NIL units of - 5.00
Rs. 1,000 (PY 49,751 units of Rs. 1,000)
DHFL Pramerica Ultra Short Term Fund - Daily Dividend Reinvestment 2,50,72,015 units 25.19 -
of Rs. 10 (PY NIL units of Rs. 10)
Escorts Liquid Plan - Daily Dividend Reinvestment 36,66,215 units of Rs. 10 (PY NIL 5.03 -
units of Rs. 10)
LIC Nomura MF Savings Plus Fund -Short Term Plan - Daily Dividend Reinvestment 5.04 -
49,65,552 units of Rs. 10 (PY NIL units of Rs. 10)
Taurus Ultra Short Term Bond Fund Regulars Plan Super Institutional - Daily Dividend 10.08 -
Reinvestment 1,00,563 units of Rs. 1,000 (PY NIL units of Rs. 1,000)
Canara Robeco Savings Plus Fund- Regular Plan - Daily Dividend Reinvestment 10.07 -
98,08,893 units of Rs. 10 (PY NIL units of Rs. 10)
Axis Treasury Advantage Fund - Daily Dividend Reinvestment 2,50,688 units of 25.16 -
Rs. 1,000 (PY NIL units of Rs. 1,000)
BNP Paribas Money Plus Fund - Daily Dividend Reinvestment 1,00,35,427 units of Rs. 10 10.10
(PY NIL units of Rs. 10)
DSP Black Rock India Enhanced Equity Fund-Class B-3, 5,00,000 units at Rs. 100 (PY 5.00 5.00
5,00,000 units at Rs. 100)
926.30 140.65
Aggregate value of unquoted investments 926.30 140.65

114 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

17 INVENTORIES

(Rs. in Crores)
March 31, 2016 March 31, 2015
(At Lower of cost and net realisable value)
a) Stores, spare parts, loose tools etc 22.82 25.30
b) Raw materials and components [Including in transit/ lying in 277.36 412.13
bonded warehouse Rs. 53.81 crores (PY Rs. 58.12 crores)]
c) Work-in-progress 386.10 460.32
d) Finished goods 363.95 510.46
Add Excise Duty 80.70 444.65 98.80 609.26

e) Trading Goods 2.57 15.75


1,133.50 1,522.76

18 TRADE RECEIVABLES (UNSECURED)

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Outstanding for a period exceeding six months from the date they are due
for payment
Considered good 19.23 15.05
Doubtful 4.78 2.87
24.01 17.92
Less :- Provision for doubtful debts 4.78 2.87
19.23 15.05
b) Others
Considered good 588.26 539.99
588.26 539.99
Total 607.49 555.04
(Refer Note no 32 for Related Party disclosure)

19 CASH AND BANK BALANCE

(Rs. in Crores)
March 31, 2016 March 31, 2015
Cash and Cash Equivalents
a) Balances with banks on
Current / Cash Credit Account 66.40 23.37
b) Cash in hand 0.23 0.25
c) Unpaid Dividend Account 7.20 6.20
73.83 29.82

Annual Report 2015-16 115


Notes
to Financial Statements as at and for the year ended March 31, 2016

20 SHORT-TERM LOANS AND ADVANCES


(Rs. in Crores)
March 31, 2016 March 31, 2015
(i) Unsecured considered good
a) Advances recoverable in cash or kind 35.08 34.18
b) Prepaid expenses 7.51 6.95
c) Balances with Customs, Sales Tax & Excise Authorities 42.94 28.36
d) Deposits - Others 10.23 8.57
e) Loans to employees 0.10 0.22
f) Claims Receivable 9.60 0.69
(ii) Unsecured considered doubtful
a) Claims Receivable 3.55 0.48
109.01 79.45
Less :- Provision 3.55 0.48
105.46 78.97

21 REVENUE FROM OPERATIONS

(Rs. in Crores)
2015-16 2014-15
Sale of products
Finished Goods 7,712.36 7,623.65
Traded Goods 14.99 23.10
7,727.35 7,646.75
Less: Excise duty 918.17 781.21
6,809.18 6,865.54
(i) Sales are net of price adjustments settled during the year by the Company and discounts, trade incentives, VAT, Sales Tax, etc.
(ii) Excise duty includes Rs. 38.24 crores (PY Rs. 35.37 crores) paid on batteries issued towards warranty claims.

Details of products sold


Finished goods
Storage batteries 7,604.17 7,497.39
Home UPS Systems 108.19 126.26
7,712.36 7,623.65
Traded goods
Storage batteries 14.99 22.88
Home UPS Systems - 0.22
14.99 23.10

116 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

22. OTHER INCOME

(Rs. in Crores)
March 31, 2016 March 31, 2015
Interest Income on :
Income Tax refunds 1.46 1.82
Others 0.70 0.53
Dividend Income on
Long Term Trade Investments in subsidiaries 10.58 4.76
Current Non Trade investments 28.88 15.38
Gain on sale of fixed assets 0.19 0.21
Net foreign exchange Gain 4.61 -
Profit on Sale of Long term Non Trade Investments 0.05 -
Income from Service / Installation 3.20 3.49
Other operating income 6.48 5.82
56.15 32.01

23. COST OF RAW MATERIALS AND COMPONENTS CONSUMED

(Rs. in Crores)
March 31, 2016 March 31, 2015
Opening Stock 412.13 360.46
Add: Purchases (including Processing charges, Procurement expenses, etc. and after 3,976.56 4,850.41
adjusting Cenvat Credits)
4,388.69 5,210.87
Less: Closing Stock 277.36 412.13
4,111.33 4,798.74
Details of raw materials and components consumed
Lead and Lead alloys 3,250.42 3,646.07
Others 860.91 1,152.67
4,111.33 4,798.74
Materials consumed includes warranty costs Rs. 129.22 crs (PY Rs. 155.80 crs) and is net off export incentives Rs. 5.68 crs (PY Rs. 7.85 crs).

24 (INCREASE) / DECREASE IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND TRADED GOODS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Opening Stock
Work-in-progress 460.32 347.55
Finished goods 510.46 394.54
Traded Goods 15.75 1.02
986.53 743.11
Closing Stock
Work-in-progress 386.10 460.32
Finished goods 363.95 510.46
Traded Goods 2.57 15.75
752.62 986.53

Annual Report 2015-16 117


Notes
to Financial Statements as at and for the year ended March 31, 2016

24 (INCREASE) / DECREASE IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND TRADED GOODS

(Rs. in Crores)
March 31, 2016 March 31, 2015
(Increase) / Decrease in Excise Duty on Finished Goods 18.10 (39.01)
252.01 (282.43)
Details of purchase of Traded Goods
Storage batteries 3.17 35.58
Home UPS Systems 0.03 0.09
3.20 35.67
Details of inventory - work in progress
Storage batteries 381.01 454.09
Home UPS Systems 5.09 6.23
386.10 460.32
Details of inventory - Finished Goods
Storage batteries 346.50 488.95
Home UPS Systems 17.45 21.51
363.95 510.46
Details of inventory - Traded Goods
Storage batteries 2.37 15.50
Home UPS Systems 0.20 0.25
2.57 15.75

25. EMPLOYEE BENEFIT EXPENSES

(Rs. in Crores)
March 31, 2016 March 31, 2015
Salaries and wages 388.33 336.64
Contribution to provident and other funds (Refer Note 30) 32.68 28.58
Staff welfare expenses 53.72 51.56
474.73 416.78

26. FINANCE COSTS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Interest expenses 0.30 1.67
0.30 1.67

27. DEPRECIATION AND AMORTISATION

(Rs. in Crores)
March 31, 2016 March 31, 2015
Depreciation of tangible assets 152.32 132.67
Amortisation of intangible assets 7.83 6.85
160.15 139.52

118 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

28. OTHER EXPENSES

(Rs. in Crores)
March 31, 2016 March 31, 2015
Stores and spare parts consumed 57.40 61.37
Power and fuel 213.27 224.07
Battery Charging / Battery assembly expenses 106.43 126.24
Repairs and maintenance
Buildings 8.21 10.96
Plant & machinery 20.68 22.56
Others 9.23 8.11
Rent & Hire Charges 24.85 23.09
Rates and taxes 2.92 2.43
Insurance 5.37 3.85
Commission 5.22 4.46
Royalty and Technical Aid Fees 31.21 26.41
Publicity and Sales Promotion 53.51 50.03
Freight & Forwarding (net) 196.51 211.57
Cash Discounts 59.08 63.51
After Sales Services 44.36 45.27
C & F Expenses 25.55 26.14
Travelling & Conveyance 30.46 27.14
Bank Charges 1.08 1.16
Communication Costs 5.60 6.23
Donations 0.03 0.21
Directors' Sitting Fees 0.17 0.09
Loss on Fixed assets sold/discarded 4.32 0.74
Auditors' Remuneration:
As Auditors
- For Statutory audit 0.49 0.40
- For Limited Reviews 0.29 0.27
- For Others 0.05 0.05
As Tax Auditors 0.07 0.07
Other Services 0.01 0.01
Out of pocket expenses 0.03 0.02
Net foreign exchange Loss - 0.44
Miscellaneous expenses (refer Note 29) 50.94 42.21
957.34 989.11
i) The Company has a full-fledged Research and Development Center and it has thereby been able to considerably further its efficiency. During the year, a
sum of Rs. 16.73 crs (PY Rs. 15.13 crs), including capital expenditure Rs. 2.09 crs (PY Rs. 2.62 crs), was spent on Research and Development work.
ii) Stores and Spares consumed is exclusive of Rs. 0.47 crs (PY Rs. 0.27 crs) being the amounts allocated to other heads of expenses.
iii) Rent and Hire charges include Rs. 23.35 crs (PY Rs. 20.60 crs) towards lease of residential apartments, Office premises and Godowns. These are
cancellable leases, renewable by mutual agreement. The lease term is for various number of years and renewable for further periods as per the
lease agreements at the option of the company. In lease agreements, escalation clauses are present; however there are no restrictions imposed by
the lease arrangements. There are no sub-leases.

Annual Report 2015-16 119


Notes
to Financial Statements as at and for the year ended March 31, 2016

29. MISCELLANEOUS EXPENSES

(Rs. in Crores)
March 31, 2016 March 31, 2015
Motor Vehicle Running Expenses 6.00 4.62
Consultancy & Services outsourced 16.25 11.86
Security Service Charges 8.62 7.95
General Expenses 0.81 0.71
Legal Expenses 2.63 3.03
Printing & Stationery 5.40 5.29
TQM Expenses 0.84 0.42
CSR Expenses 4.68 3.58
Pollution Control Expenses 3.51 3.14
Testing Charges 0.95 0.61
Liquidated Damages 0.03 -
Battery Erection / Installation Costs 1.22 1.00
50.94 42.21

30. GRATUITY AND OTHER POST EMPLOYMENT BENEFIT PLANS


The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled
to Gratuity on terms not less favourable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded with
an insurance company.

The Company provides certain post-retirement medical benefits (PRMB) to the employees qualifying for such benefits under
the scheme upto 31 March, 2006, and accordingly the number of beneficiaries is frozen on that date. This benefit is unfunded.

The Company has a Pension plan, a part of the liability whereof upto 31 March, 2003, for employees as on that date, is in the
nature of a defined benefit plan. From 1 April, 2003 onwards, pension remains as a defined contribution liability which is funded
annually with an insurance company.

The Company also extends benefit of compensated absences to the employees, whereby they are eligible to carry forward their
entitlement of earned leave for encashment upon retirement/separation. This is an unfunded plan.

The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the
funded status and amounts recognised in the balance sheet for the Post - retirement benefit plans.

120 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

30. GRATUITY AND OTHER POST EMPLOYMENT BENEFIT PLANS (CONTD.)

(Rs. in Crores)
For the year ended For the year ended
March 31, 2016 March 31, 2015
Gratuity Pension PRMB Gratuity Pension PRMB
Plan Plan
(Benefit) (Benefit)
I Expenses recognised in the statement of Profit & Loss
1 Current / Past Service Cost 4.69 - 0.10 3.97 - 0.08
2 Interest Cost 5.05 0.43 0.34 4.76 0.49 0.32
3 Expected Return on plan assets 5.83 0.27 - 5.22 0.34 -
4 Actuarial (Gains) / Losses 7.81 (0.21) 0.10 6.50 (0.04) 0.45
5 Total Expense 11.72 (0.05) 0.54 10.01 0.11 0.85
II Net Asset / (Liability) recognised in the Balance Sheet
1 Present Value of Defined Benefit Obligation 77.59 5.42 4.65 66.29 5.77 4.37
2 Fair Value of Plan Assets 71.85 3.02 - 63.47 3.74 -
3 Net Asset / (Liability) (5.74) (2.40) (4.65) (2.82) (2.03) (4.37)
III Change in Obligation during the year
1 Present Value of Defined Benefit Obligation at 66.29 5.77 4.37 56.74 5.82 3.70
the beginning of the year
2 Current Service Cost / Plan amendments 4.69 - 0.10 3.97 - 0.08
3 Interest Cost 5.05 0.43 0.34 4.76 0.49 0.32
4 Benefits Paid 6.22 0.68 0.26 4.63 0.41 0.18
5 Actuarial (Gains) / Losses 7.78 (0.10) 0.10 5.45 (0.13) 0.45
6 Present Value of Defined Benefit Obligation at 77.59 5.42 4.65 66.29 5.77 4.37
the end of the year
IV Change in the Fair Value of Plan Assets during the year
1 Plan assets at the beginning of the year 63.47 3.74 - 56.62 4.47 -
2 Expected return on plan assets 5.83 0.27 - 5.22 0.34 -
3 Contribution by employer 8.80 (0.42) - 7.32 (0.57) 0.18
4 Actual Benefits Paid 6.22 0.68 - 4.63 0.41 0.18
5 Actuarial Gains / (Losses) (0.03) 0.11 - (1.05) (0.09) -
6 Plan assets at the end of the year 71.85 3.02 - 63.47 3.74 -
7 Actual return on Plan Assets 5.80 0.38 - 4.16 0.25 -
V In 2016-17 the Company expects to contribute
Rs. 5.00 crores (PY Rs. 6.00 crores) to gratuity
and Rs. 3.75 crores (PY Rs. 3.50 crores) to Pension.
VI The major categories of plan assets as a percentage
of the fair value of total plan assets
Investments with insurer 100% 100% - 100% 100% -
VII Actuarial Assumptions
1 Discount Rate 7.50% p.a (PY 8.00%)
2 Expected rate of return on plan assets 9.00% p a (PY 9.00%)
3 Mortality pre retirement Indian Assured Lives Mortality (2006-08) (modified) Ult.
4 Mortality post retirement LIC (1996-98) Ultimate
5 Employee Turnover Rate 2.00% (PY 2.00%)

Annual Report 2015-16 121


Notes
to Financial Statements as at and for the year ended March 31, 2016

30. GRATUITY AND OTHER POST EMPLOYMENT BENEFIT PLANS (CONTD.)


VIII Healthcare cost trend rates have no effect on the amounts recognised in the statement of profit and loss, since the benefit
is in the form of a fixed amount as per the various grades, which is not subject to change.

IX The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.

X Contribution to Provident and Other Funds includes Rs. 20.96 crores (PY Rs. 18.82 crores) paid towards Defined Contribution Plans
(Rs. in Crores)
XI Amounts for the current and previous four periods Year ended Year ended Year ended Year ended Year ended
are as follows : March 16 March 15 March 14 March 13 March 12
1 Gratuity
Defined Benefit Obligation 77.59 66.29 56.74 56.78 48.72
Plan Assets 71.85 63.47 56.62 55.14 49.68
Surplus / (deficit) (5.74) (2.82) (0.12) (1.64) 0.96
Experience Gain / (loss) adjustments on plan liabilities (5.06) (2.10) (1.34) (3.07) (0.57)
Experience Gain / (loss) adjustments on plan assets (0.02) (1.05) 0.28 (0.11) 0.09
2 Pension
Defined Benefit Obligation 5.42 5.77 5.82 7.26 7.25
Plan Assets 3.02 3.74 4.47 6.13 8.65
Surplus / (deficit) (2.40) (2.03) (1.35) (1.13) 1.40
Experience Gain / (loss) adjustments on plan liabilities 0.17 0.26 0.54 0.49 0.19
Experience Gain / (loss) adjustments on plan assets 0.11 (0.09) 0.12 0.01 0.07
3 Post Retirement Medical Benefit
Defined Benefit Obligation 4.65 4.37 3.70 3.61 3.51
Experience Gain / (loss) adjustments on plan liabilities 0.08 (0.20) (0.06) 0.21 0.16

31. SEGMENT REPORTING


As the Company’s business activity falls within a single primary business segment, viz “Storage Batteries and allied products”, no
separate segment information is disclosed. Secondary information is reported geographically.

Geographical Segments
The Company primarily operates in India and therefore the analysis of geographical segment is demarcated into its Indian and
Overseas operations as under:

(Rs. in Crores)
Year ended March 31, 2016
India Overseas Total
Revenue (Gross Sale) 7,341.62 385.73 7,727.35
Carrying Amount :
Segment Assets 3,315.12 89.89 3,405.01
Capital Expenditure :
Tangible assets 422.11 - 422.11
Intangible assets 8.38 - 8.38

122 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

Geographical Segments (Contd.)


(Rs. in Crores)
Year ended March 31, 2015
India Overseas Total
Revenue (Gross Sale) 7,245.55 401.20 7,646.75
Carrying Amount :
Segment Assets 3,401.27 54.62 3,455.89
Capital Expenditure :
Tangible assets 279.76 - 279.76
Intangible assets 5.86 - 5.86

32. RELATED PARTY DISCLOSURE


i) Particulars of related parties :

1. Subsidiaries Chloride Batteries S.E. Asia Pte. Limited, Singapore (CBSEA)


Chloride International Limited (CIL)
Chloride Power Systems & Solutions Limited (CPSSL)
Espex Batteries Limited, UK (Espex)
Associated Battery Manufacturers (Ceylon) Ltd, Sri Lanka (ABML)
Chloride Metals Limited (CML)
Chloride Alloys India Limited (CAIL) {wholly owned subsidiary till March
31, 2015. Refer Note 13 (iv)}
Exide Life Insurance Company Limited (ELI)

2. Enterprise / Individuals having a direct or Chloride Eastern Limited, UK. (CEL)


indirect control over the Company Chloride Eastern Industries Pte Limited, Singapore (CEIL)
LIEC Holdings SA, Switzerland
Mr. S. B. Raheja

3. Key Management Personnel Mr. P. K. Kataky, Whole Time Director


(As on March 31, 2016) Mr. G Chatterjee, Whole Time Director
Mr. A. K. Mukherjee, Whole Time Director
Mr. Nadeem Kazim, Whole Time Director
Mr. Subir Chakraborty, Whole Time Director
Mr. Jitendra Kumar, Company Secretary (w.e.f. 30th April, 2015)
Mr. Supriya Coomer, Company Secretary (till 31st March, 2015)

4. Name of the Companies / firms in which Shalini Construction Company Private Limited
Directors / Key Management Personnel Peninsula Estates Private Limited
have significant influence with whom Raheja QBE General Insurance Company Limited
transactions have happened during the year.

Annual Report 2015-16 123


Notes
to Financial Statements as at and for the year ended March 31, 2016

32. RELATED PARTY DISCLOSURE: (CONTD.)

ii) Details of transactions entered into with the related parties :

(Rs. in Crores)
Subsidiaries Enterprise/Individuals Companies / firms in Key Total
having direct or indirect which Directors / Key Management
control Management Personnel Personnel
have significant influence
Transaction Balance Transaction Balance Transaction Balance Transaction Transaction Balance
Value Outstanding Value Outstanding Value Outstanding Value Value Outstanding
as on March as on March as on March as on March
31, 2016 31, 2016 31, 2016 31, 2016
Purchases of goods - A B M L 0.34 - - - - - - 0.34 -
(0.12) - - - - - - (0.12) -
- Chloride Metals 1,159.46 66.90 - - - - - 1,159.46 66.90
(617.08) (6.33) - - - - - (617.08) (6.33)
- Chloride Alloys - - - - - - - - -
(744.58) (33.19) - - - - - (744.58) (33.19)
- Espex - - - - - - - - -
(0.01) - - - - - - (0.01) -
- CPSSL 4.76 0.33 - - - - - 4.76 0.33
(8.04) (0.16) - - - - - (8.04) (0.16)
- Total 1,164.56 67.23 - - - - - 1,164.56 67.23
(1,369.83) (39.68) - - - - - (1,369.83) (39.68)
Sale of goods - ABML 0.01 - - - - - - 0.01 -
- - - - - - - - -
- CBSEA 34.17 11.49 - - - - - 34.17 11.49
(56.94) (13.89) - - - - - (56.94) (13.89)
- CPSSL 20.84 6.79 - - - - - 20.84 6.79
(32.48) (10.23) - - - - - (32.48) (10.23)
- Espex 33.89 11.99 - - - - - 33.89 11.99
(27.90) (11.06) - - - - - (27.90) (11.06)
- Chloride Metals 195.92 - - - - - - 195.92 -
(136.42) - - - - - - (136.42) -
- Chloride Alloys - - - - - - - - -
(85.17) - - - - - - (85.17) -
- Total 284.83 30.27 - - - - - 284.83 30.27
(338.91) (35.18) - - - - - (338.91) (35.18)
Cost of management
services recovered
- CIL - - - - - - - - -
(0.04) - - - - - - (0.04) -
Rent and Maintenance Costs
- CIL 0.47 - - - - - - 0.47 -
(0.44) - - - - - - (0.44) -
- Shalini Construction - - - - 0.41 - - 0.41 -
- - - - (0.41) - - (0.41) -
- Peninsula Estates - - - - 0.10 - - 0.10 -
- - - - (0.10) - - (0.10) -
- Total 0.47 - - - 0.51 - - 0.98 -
(0.44) - - - (0.51) - - (0.95) -

124 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

32. RELATED PARTY DISCLOSURE: (CONTD.)

ii) Details of transactions entered into with the related parties :


(Rs. in Crores)
Subsidiaries Enterprise/Individuals Companies / firms in Key Total
having direct or indirect which Directors / Key Management
control Management Personnel Personnel
have significant influence
Transaction Balance Transaction Balance Transaction Balance Transaction Transaction Balance
Value Outstanding Value Outstanding Value Outstanding Value Value Outstanding
as on March as on March as on March as on March
31, 2016 31, 2016 31, 2016 31, 2016
Insurance Expenses
- Raheja QBE - - - - 0.02 - - 0.02 -
- - - - (0.02) - - (0.02) -
Employee Welfare Expenses
- ELI 0.54 - - - - - - 0.54 -
(0.57) - - - - - - (0.57) -
Dividend Income
- ABML 1.30 - - - - - - 1.30 -
(0.98) - - - - - - (0.98) -
- Espex 0.28 - - - - - - 0.28 -
(0.28) - - - - - - (0.28) -
- Chloride Alloys - - - - - - - - -
(1.25) - - - - - - (1.25) -
- Chloride Metals 7.50 - - - - - - 7.50 -
- - - - - - - - -
- CIL 0.32 - - - - - - 0.32 -
(0.27) - - - - - - (0.27) -
- CPSSL 1.19 - - - - - - 1.19 -
(1.98) - - - - - - (1.98) -
- Total 10.59 - - - - - - 10.59 -
(4.76) - - - - - - (4.76) -
Technical Assistance Expenses
- CEIL - - 0.12 - - - - 0.12 -
- - (0.12) - - - - (0.12) -

Technical Assistance Income


- ABML 0.43 0.11 - - - - - 0.43 0.11
(0.43) (0.11) - - - - - (0.43) (0.11)
Remuneration
to Directors - - - - - - 11.59 * 11.59 6.13
- - - - - - (9.81) (9.81) (5.15)
to Others - - - - - - 0.48 0.48 -
- - - - - - (0.40) (0.40) -
- Total - - - - - - 12.07 12.07 6.13
- - - - - - (10.21) (10.21) (5.15)
Notes :
(1) Dividend amounting to Rs. 27.37 crores was paid for the year 2014-15 final (Rs. 27.37 crores for the year 2013-14 final) and Rs. 62.55 crores
for Interim Dividend 2015-16 (Rs. 58.64 crores for Interim Dividend 2014-15) to Chloride Eastern Limited, UK. Also refer Note 42.
* Details furnished in Corporate Governance Report

Annual Report 2015-16 125


Notes
to Financial Statements as at and for the year ended March 31, 2016

33. EARNINGS PER SHARE (EPS)

(Rs. in Crores)
2015-16 2014-15
Details for calculation of basic and diluted earning per share:
Profit after tax as per Statement of Profit and Loss 622.77 545.87
Weighted average number of equity share (Numbers) 85,00,00,000 85,00,00,000
Basic and diluted earning per share (Rs.) 7.33 6.42
(Face value per Share Re 1)

34. UNHEDGED FOREIGN CURRENCY EXPOSURE

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Trade Receivables 75.67 48.77
Investments in overseas subsidiaries 18.44 18.44
Dividend and Technical fees receivable 0.11 0.11
Trade Payables for Goods & Services 92.31 98.80
Buyers' Credit 102.50 17.55
289.03 183.67

35. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER MSMED ACT, 2006

(Rs. in Crores)
2015-16 2014-15
Principal amount due 3.32 3.50
Interest due on above 0.01 0.08
Amount of interest paid in terms of Sec 16 of the Micro, Small and Medium Enterprise - -
Development Act, 2006
Amount of interest due and payable for the period of delay 0.01 0.08
Amount of interest accrued and remaining unpaid as at year end 0.12 0.11
Amount of further interest remaining due and payable in the succeeding year - -

36. CAPITAL AND OTHER COMMITMENTS

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Commitment for acquisition of fixed assets 267.79 386.75
Commitment for investment 35.27 1.27
Other Commitments 5.73 * 10.97
308.79 398.99
* Payable over next year

126 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Standalone Financials

Notes
to Financial Statements as at and for the year ended March 31, 2016

37. CONTINGENT LIABILITIES

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Outstanding Bank Guarantees / Indemnity Bonds 26.49 29.58
Sales Tax demands 27.66 28.35
Excise Duty demands 36.49 * 34.37
Income Tax demands 16.58 16.10
Other claims being disputed by the Company 0.44 0.44
Claim from a landlord, an appeal whereby is pending in Hon'ble Bombay High Court Not Ascertainable Not Ascertainable
107.66 108.84
* Includes a Demand of Rs. 32.60 crores plus penalties, as applicable, for the period June 2006-May 2009 on the grounds that Excise Duty was payable on
the MRP of batteries. The Company has contested applicability of The Standards of Weights & Measures Act, 1976, and Rules thereunder, the applicability of
which is still to be adjudicated by the Hon’ble Supreme Court. Meanwhile, Company has been granted a stay on this Excise Duty demand by CESTAT, Kolkata.

38. VALUE OF RAW MATERIALS AND COMPONENTS CONSUMED

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Imported- 11.4% (PY 12.2%) 470.61 584.95
Indigenous- 88.6% (PY 87.8%) 3,640.72 4,213.79
4,111.33 4,798.74

39. VALUE OF STORES AND SPARE PARTS CONSUMED

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Imported- 14.5% (PY 15.3%) 8.32 9.37
Indigenous - 85.5% (PY 84.7%) 49.08 52.00
57.40 61.37

40. VALUE OF IMPORTS (C.I.F BASIS)

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Raw Materials and Components 485.24 725.93
Trading Items 1.97 28.33
Spare Parts 22.32 18.28
Capital Goods 198.93 102.68
708.46 875.22

Annual Report 2015-16 127


Notes
to Financial Statements as at and for the year ended March 31, 2016

41. INCOME & EXPENDITURE IN FOREIGN CURRENCY (ON ACCRUAL BASIS)

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Income
Export (f.o.b. value) 232.38 246.06
Dividend 1.58 1.26
Technical Assistance Fee 0.43 0.43
Expenditure
Royalty 23.50 20.55
Technical Assistance Fee 0.12 0.12
Others 3.35 3.24

42. REMITTANCE IN FOREIGN CURRENCIES ON ACCOUNT OF DIVIDENDS TO NON-RESIDENT SHAREHOLDERS

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Number of Shareholders 1 1
Number of Shares held 39,09,54,666 39,09,54,666
Net amount of dividend remitted (Rs. Crores) 89.92 86.01
Amount remitted for 2014-15 (Final) and 2013-14 (Final) and
2015-16 (interim) 2014-15 (interim)
The above information exclude particulars in respect of certain non-resident shareholders for whom dividend warrants were sent to the shareholders’
banks in India, with prior approval of the Reserve Bank of India.

43. On March 30, 2016, the Ministry of Corporate Affairs notified the Companies (Accounting Standards) Amendment Rules, 2016,
resulting in amendment in certain Accounting Standards. The Company is of the view that the said amendments shall come
into effect from accounting periods commencing on or after the publication of the notification i.e. from the period starting
April 01, 2016 onwards and hence no impact of the same has been given in these financial statements.

44. Previous year figures have been regrouped / rearranged where necessary.

As per our report of even date.

S.R.Batliboi & Co. LLP As Approved


Registration Number: 301003E For and on behalf of the Board of Directors
Chartered Accountants

per Kamal Agarwal


Partner P. K. Kataky
Membership No. 58652 J. Kumar A. K. Mukherjee
Mumbai, April 27, 2016 Secretary Directors

128 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Independent Auditor’s Report

To the Members of Exide Industries Limited AUDITOR’S RESPONSIBILITY


Our responsibility is to express an opinion on these consolidated
REPORT ON THE CONSOLIDATED FINANCIAL financial statements based on our audit. While conducting the
STATEMENTS audit, we have taken into account the provisions of the Act,
We have audited the accompanying consolidated financial the accounting and auditing standards and matters which are
statements of Exide Industries Limited (hereinafter referred to required to be included in the audit report under the provisions
as “the Holding Company”) and its subsidiaries (the Holding of the Act and the Rules made thereunder. We conducted our
Company and its subsidiaries together referred to as “the audit in accordance with the Standards on Auditing, issued by
Group”), comprising of the consolidated Balance Sheet as the Institute of Chartered Accountants of India, as specified
at March 31, 2016, the consolidated Statement of Profit and under Section 143(10) of the Act. Those Standards require that
Loss and consolidated Cash Flow Statement for the year then we comply with ethical requirements and plan and perform
ended, and a summary of significant accounting policies and the audit to obtain reasonable assurance about whether the
other explanatory information (hereinafter referred to as ‘the financial statements are free from material misstatement.
consolidated financial statements’).
An audit involves performing procedures to obtain audit
MANAGEMENT’S RESPONSIBILITY FOR THE evidence about the amounts and disclosures in the consolidated
CONSOLIDATED FINANCIAL STATEMENTS financial statements. The procedures selected depend on the
The Holding Company’s Board of Directors is responsible for auditor’s judgement, including the assessment of the risks of
the preparation of these consolidated financial statements material misstatement of the consolidated financial statements,
in terms with the requirement of the Companies Act, 2013 whether due to fraud or error. In making those risk assessments,
(“the Act”) that give a true and fair view of the consolidated the auditor considers internal financial controls relevant to the
financial position, consolidated financial performance and Holding Company’s preparation of the consolidated financial
consolidated cash flows of the Group in accordance with statements that give a true and fair view in order to design audit
accounting principles generally accepted in India, including procedures that are appropriate in the circumstances. An audit
the Accounting Standards specified under Section 133 of the also includes evaluating the appropriateness of accounting
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. policies used and the reasonableness of the accounting estimates
The respective Board of Directors of the companies included made by the Holding Company’s Board of Directors, as well as
in the Group are responsible for maintenance of adequate evaluating the overall presentation of the consolidated financial
accounting records in accordance with the provisions of the Act statements. We believe that the audit evidence obtained by us
for safeguarding of the assets of the Group and for preventing and the audit evidence obtained by the other auditors in terms
and detecting frauds and other irregularities; the selection of their reports referred to in paragraph (a) of the Other Matters
and application of appropriate accounting policies; making below, is sufficient and appropriate to provide a basis for our
judgements and estimates that are reasonable and prudent; audit opinion on the consolidated financial statements.
and the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for OPINION
ensuring the accuracy and completeness of the accounting In our opinion and to the best of our information and according
records, relevant to the preparation and presentation of the to the explanations given to us, the consolidated financial
financial statements that give a true and fair view and are free statements give the information required by the Act in the
from material misstatement, whether due to fraud or error, manner so required and give a true and fair view in conformity
which have been used for the purpose of preparation of the with the accounting principles generally accepted in India of
consolidated financial statements by the Directors of the the consolidated state of affairs of the Group as at March 31,
Holding Company, as aforesaid. 2016, their consolidated profit, and their consolidated cash
flows for the year ended on that date.

Annual Report 2015-16 129


Independent Auditor’s Report

REPORT ON OTHER LEGAL AND REGULATORY (f ) With respect to the adequacy and the operating
REQUIREMENTS effectiveness of the internal financial controls over
As required by section 143 (3) of the Act, we report, to the extent financial reporting of the Holding Company and its
applicable, that: subsidiary companies incorporated in India, refer to our
separate report in “Annexure 1” to this report;
(a) We / the other auditors whose reports we have relied
upon have sought and obtained all the information and (g) With respect to the other matters to be included in
explanations which to the best of our knowledge and the Auditor’s Report in accordance with Rule 11 of the
belief were necessary for the purpose of our audit of the Companies (Audit and Auditors) Rules, 2014, in our
aforesaid consolidated financial statements; opinion and to the best of our information and according
to the explanations given to us:
(b) In our opinion, proper books of account as required by
law relating to preparation of the aforesaid consolidation i. The consolidated financial statements disclose the
of the financial statements have been kept so far as it impact of pending litigations on its consolidated
appears from our examination of those books and reports financial position of the Group – Refer Note 13 and
of the other auditors; 51 to the consolidated financial statements;

(c) The consolidated Balance Sheet, consolidated Statement ii. The Group did not have any material foreseeable
of Profit and Loss, and consolidated Cash Flow Statement losses in long-term contracts including derivative
dealt with by this Report are in agreement with the books contracts.
of account maintained for the purpose of preparation of
the consolidated financial statements; iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
(d) In our opinion, the aforesaid consolidated financial and Protection Fund by the Holding Company and its
statements comply with the Accounting Standards subsidiaries incorporated in India.
specified under section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014; OTHER MATTER
(a) The accompanying consolidated financial statements
(e) On the basis of the written representations received from include total assets of Rs. 10,357.89 crores as at March
the directors of the Holding Company as on March 31, 31, 2016, and total revenues and net cash inflows of
2016 taken on record by the Board of Directors of the Rs. 2,760.70 crores and Rs. 42.51 crores for the year ended
Holding Company and the reports of the auditors who are on that date, in respect of its subsidiaries, which have been
appointed under Section 139 of the Act, of its subsidiary audited by other auditors, whose financial statements,
companies incorporated in India, none of the directors other financial information and auditor’s reports have
of the Group’s companies, incorporated in India are been furnished to us by the management. Our opinion on
disqualified as on 31st March, 2016 from being appointed the consolidated financial statements, in so far as it relates
as a director in terms of Section 164 (2) of the Act; to the amounts and disclosures included in respect of
these subsidiaries, and our report in terms of sub-sections
(3) and (11) of Section 143 of the Act, in so far as it relates
to the aforesaid subsidiaries, is based solely on the reports
of such other auditors.

130 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Independent Auditor’s Report

(b) The auditors of Exide Life Insurance Company Limited Our opinion on the consolidated financial statements, and our
(‘ELI’), a subsidiary company, have reported that the report on Other Legal and Regulatory Requirements above, is
actuarial valuation of liabilities for life policies in force not modified in respect of the above matters with respect to our
is the responsibility of ELI’s Appointed Actuary. The reliance on the work done and the reports of the other auditors
actuarial valuation of these liabilities as at March 31, 2016 and the financial statements and other financial information
has been duly certified by the Appointed Actuary and certified by the Management
in his opinion, the assumption for such valuation are in
accordance with the guidelines and norms issued by the For S.R. Batliboi & Co. LLP
Insurance Regulatory Development Authority of India Chartered Accountants
(‘IRDAI’) (‘Authority’) and the Institute of Actuaries of ICAI Firm Registration Number: 301003E
India in concurrence with the Authority. The ELI auditors
have relied upon Appointed Actuary’s certificate in this per Kamal Agarwal
regard for forming opinion on the valuation of liabilities Partner
for life policies in force and for policies in respect of which Membership Number: 58652
premium has been discontinued but liability exist on
financial statements of ELI. Place of Signature: Mumbai
Date: April 27, 2016

Annual Report 2015-16 131


Annexure - 1 to the Independent Auditor’s Report of Even Date on the Consolidated
Financial Statements of Exide Industries Limted
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

To the Members of Exide Industries Limited obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established
In conjunction with our audit of the consolidated financial and maintained and if such controls operated effectively in all
statements of Exide Industries Limited as of and for the year material respects.
ended March 31, 2016, we have audited the internal financial
controls over financial reporting of Exide Industries Limited Our audit involves performing procedures to obtain audit
(hereinafter referred to as the “Holding Company”) and its evidence about the adequacy of the internal financial
subsidiary companies, which are companies incorporated in controls system over financial reporting and their operating
India, as of that date. effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL internal financial controls over financial reporting, assessing the
FINANCIAL CONTROLS risk that a material weakness exists, and testing and evaluating
The respective Board of Directors of the Holding Company and the design and operating effectiveness of internal control based
its subsidiary companies, which are companies incorporated in on the assessed risk. The procedures selected depend on the
India, are responsible for establishing and maintaining internal auditor’s judgement, including the assessment of the risks of
financial controls based on the internal control over financial material misstatement of the financial statements, whether due
reporting criteria established by the Holding Company, to fraud or error.
considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls We believe that the audit evidence we have obtained and the
Over Financial Reporting issued by the Institute of Chartered audit evidence obtained by the other auditors in terms of their
Accountants of India. These responsibilities include the design, reports referred to in the ‘Other Matters‘ paragraph below,
implementation and maintenance of adequate internal financial is sufficient and appropriate to provide a basis for our audit
controls that were operating effectively for ensuring the orderly opinion on the internal financial controls system over financial
and efficient conduct of its business, including adherence to the reporting.
respective company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy MEANING OF INTERNAL FINANCIAL CONTROLS OVER
and completeness of the accounting records, and the timely FINANCIAL REPORTING
preparation of reliable financial information, as required under A company’s internal financial control over financial reporting is
the Act. a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
AUDITOR’S RESPONSIBILITY financial statements for external purposes in accordance with
Our responsibility is to express an opinion on the company’s generally accepted accounting principles. A company’s internal
internal financial controls over financial reporting based on our financial control over financial reporting includes those policies
audit. We conducted our audit in accordance with the Guidance and procedures that (1) pertain to the maintenance of records
Note on Audit of Internal Financial Controls Over Financial that, in reasonable detail, accurately and fairly reflect the
Reporting (the “Guidance Note”) and the Standards on Auditing, transactions and dispositions of the assets of the company; (2)
both, issued by Institute of Chartered Accountants of India, and provide reasonable assurance that transactions are recorded
deemed to be prescribed under section 143(10) of the Act, to as necessary to permit preparation of financial statements in
the extent applicable to an audit of internal financial controls. accordance with generally accepted accounting principles, and
Those Standards and the Guidance Note require that we comply that receipts and expenditures of the company are being made
with ethical requirements and plan and perform the audit to only in accordance with authorisations of management and

132 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Annexure - 1 to the Independent Auditor’s Report of Even Date on the Consolidated


Financial Statements of Exide Industries Limted
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

directors of the company; and (3) provide reasonable assurance OTHER MATTERS
regarding prevention or timely detection of unauthorised Our report under Section 143(3)(i) of the Act on the adequacy
acquisition, use, or disposition of the company’s assets that and operating effectiveness of the internal financial controls
could have a material effect on the financial statements. over financial reporting of the Holding Company, in so far as
it relates to four subsidiary companies, which are companies
INHERENT LIMITATIONS OF INTERNAL FINANCIAL incorporated in India, is based on the corresponding reports of
CONTROLS OVER FINANCIAL REPORTING the auditors of such subsidiary companies incorporated in India.
Because of the inherent limitations of internal financial controls
over financial reporting, including the possibility of collusion We also have audited, in accordance with the Standards on
or improper management, override of controls, material Auditing issued by the Institute of Chartered Accountants
misstatements due to error or fraud, may occur and not be of India as specified under section 143(10) of the Act, the
detected. Also, projections of any evaluation of the internal consolidated financial statements of the Holding Company,
financial controls over financial reporting to future periods which comprise the Consolidated Balance Sheet as at March 31,
are subject to the risk that the internal financial control over 2016, and the Consolidated Statement of Profit and Loss and
financial reporting may become inadequate because of changes Consolidated Cash Flow Statement for the year then ended,
in conditions, or that the degree of compliance with the policies and a summary of significant accounting policies and other
or procedures may deteriorate. explanatory information, and our report dated April 27, 2016
expressed an unqualified opinion thereon.
OPINION
In our opinion, the Holding Company and its subsidiary For S.R. Batliboi & Co. LLP
companies, which are companies incorporated in India, have, Chartered Accountants
maintained in all material respects, an adequate internal ICAI Firm Registration Number: 301003E
financial controls system over financial reporting and such
internal financial controls over financial reporting were per Kamal Agarwal
operating effectively as at March 31, 2016, based on the Partner
internal control over financial reporting criteria established by Membership Number: 58652
the Holding Company, considering the essential components
of internal control stated in the Guidance Note on Audit of Place of Signature: Mumbai
Internal Financial Controls Over Financial Reporting issued by Date: April 27, 2016
the Institute of Chartered Accountants of India.

Annual Report 2015-16 133


Consolidated Balance Sheet
as at March 31, 2016

(Rs. in Crores)
Particulars Note No. March 31, 2016 March 31, 2015
I EQUITY AND LIABILITIES
1) Shareholders’ Fund
a) Share Capital 2 85.00 85.00
b) Reserves & Surplus 3 4,245.39 3,756.04
4,330.39 3,841.04
2) Minority Interest 4 14.61 12.78
3) Non-Current Liabilities
a) Long Term Borrowings 5 1.90 2.62
b) Deferred tax liabilities (Net) 6 130.51 131.47
c) Other Long term liabilities 7 5.26 5.50
d) Long-term provisions 8 41.50 34.84
e) Policyholders’ Fund 9 8,272.91 7,524.81
f) Fund for discontinued polices (Linked and Non-Linked) 108.58 90.08
g) Fund for future Appropriation (Linked and Non-Linked) 30.03 9.04
8,590.69 7,798.36
4) Current Liabilities
a) Short-term borrowings 10 108.80 51.36
b) Trade payables
Total outstanding dues of Micro and Small enterprises 11 8.13 9.27
Total outstanding dues to creditors other than Micro and Small enterprises 11 1,124.01 1,036.36
c) Other current liabilities 12 501.94 361.20
d) Short-term provisions 13 285.47 260.90
e) Policyholders’ Fund 14 361.92 516.08
2,390.27 2,235.17
Total 15,325.96 13,887.35
II ASSETS
1) Non-Current Assets
a) Fixed Assets
i) Tangible assets 15 1,382.61 1,175.96
ii) Intangible assets 16 27.07 23.37
iii) Capital work-in-progress 192.46 114.57
b) Goodwill on consolidation 17 581.90 581.90
c) Non-current investments
i) Investments of Life insurance business 18 6,941.82 5,824.35
ii)Other investments 19 50.54 44.83
d) Assets held to cover linked liability of Life Insurance Business 20 1,842.81 2,201.59
e) Long-term loans and advances 21 128.76 199.05
f) Other non-current assets 22 0.73 1.34
11,148.70 10,166.96
2) Current Assets
a) Current investments
i) Investments of Life insurance business 23 321.85 330.34
ii)Other investments 24 932.84 148.56
b) Assets held to cover linked liability of Insurance Business 25 309.24 267.21
c) Inventories 26 1,245.88 1,646.36
d) Trade receivables 27 722.16 690.15
e) Cash and bank balances 28 293.99 207.47
f) Short-term loans and advances 29 132.57 100.68
g) Other current assets 30 218.73 329.62
4,177.26 3,720.39
Total 15,325.96 13,887.35
Significant accounting policies 1
The accompanying notes are an integral part of the financial statements
As per our report of even date.
S.R.Batliboi & Co. LLP
Registration Number: 301003E For and on behalf of the Board of Directors
Chartered Accountants
per Kamal Agarwal
Partner P. K. Kataky
Membership No. 58652 J. Kumar A. K. Mukherjee
Mumbai, April 27, 2016 Secretary Directors

134 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Consolidated Statement of Profit and Loss


for the year ended March 31, 2016

(Rs. in Crores)
Particulars Note No. 2015-16 2014-15
INCOME:
I) Revenue from operations (Gross) 31 10,400.27 10,321.06
Less: Excise Duty 920.83 786.11
Revenue from operations (Net) 9,479.44 9,534.95
II) Other income 32 135.09 95.15
III) Total Revenue 9,614.53 9,630.10
IV) EXPENSES:
Cost of raw material and components consumed 33 4,121.90 4,827.48
Purchase of traded goods 66.83 113.14
(Increase) / decrease in inventories of finished goods, work-in - progress 34 240.11 (289.02)
and traded goods
Employees benefit expenses 35 851.10 760.93
Finance costs 36 1.65 3.21
Depreciation and amortisation expenses 37 179.96 155.32
Other expenses 38 2,550.13 2,958.98
Change in valuation of liability in respect of Life Insurance Polices in force 40 594.26 226.53
Total expenses 8,605.94 8,756.57
V) Profit before tax 1,008.59 873.53
VI) Tax expenses:
1. Current tax (net of reversal of excess provision for earlier years Rs. 2.94 293.27 235.83
crores (PY includes provision for earlier years Rs 1.70 crores))
2. MAT Credit entitlement - (0.53)
3. Deferred tax (1.10) 21.90
292.17 257.20
VII) Profit for the Year 716.42 616.33
VIII) Less: Minority Interest 2.72 1.78
IX) Net profit after taxes and minority interest 713.70 614.55
Earnings per share - Basic and Diluted (Nominal value Re 1 per share 8.40 7.23
(PY Re 1 per share))
Significant accounting policies 1

The accompanying notes are an integral part of the financial statements


As per our report of even date.
S.R.Batliboi & Co. LLP
Registration Number: 301003E For and on behalf of the Board of Directors
Chartered Accountants
per Kamal Agarwal
Partner P. K. Kataky
Membership No. 58652 J. Kumar A. K. Mukherjee
Mumbai, April 27, 2016 Secretary Directors

Annual Report 2015-16 135


Consolidated Cash Flow Statement
for the year ended March 31, 2016

(Rs. in Crores)
2015-16 2014-15
(A) CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before tax 1,008.59 873.53
Adjustment for :
Depreciation 179.96 155.32
Profit on Fixed Assets sold (1.01) (0.65)
Loss on Fixed Assets sold / discarded 4.56 0.91
Dividend Income (29.29) (15.83)
Provision for Doubtful Advances 1.12 -
Interest Expense 1.65 3.21
Interest Income (595.81) (520.87)
(Gain)/ Loss on revaluation / change in fair value 232.88 (53.13)
Profit on Sale of Investments (181.88) (552.50)
Change in valuation of liability against life policies 677.40 940.90
289.58 (42.64)
Operating profit before working capital changes 1,298.17 830.89
(Increase) in Trade Receivables (net of provision) (32.09) (30.73)
(Increase) / Decrease in Inventories 400.48 (343.50)
(Increase) / Decrease in Loans & Advances (17.60) (57.54)
Increase in Current Liabilities 245.68 596.47 33.89 (397.88)
Cash generation from operations 1,894.64 433.01
Direct Taxes Paid (net of refund) (277.99) (252.79)
Net Cash from operating activities 1,616.65 180.22
(B) CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (423.39) (331.51)
Sale of Fixed Assets 2.33 2.31
Purchase of Insurance Investments (6,616.16) (6,867.16)
Sale of Insurance Investments 5,964.87 6,467.72
Loan against Policies (69.76) (35.94)
Acquisition of Shares / units (6.00) (11.08)
Redemption of Units 0.35 0.66
Purchase of Mutual Fund units (1,376.81) (803.18)
Sale of Mutual Fund units 598.41 1,032.43
Interest Received 552.02 472.62
Dividend received 23.64 17.60
Net Cash used in investing activities (1,350.50) (55.53)
(C) CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds from Long Term Borrowings - -
Repayment of Long Term Borrowings (0.71) (1.69)
Proceeds from Short Term Borrowings (net) 57.44 28.49
Dividends Paid (including tax) (237.64) (223.13)
Interest Paid (1.39) (2.70)
Net Cash used in financing activities (182.30) (199.03)
Net Increase / (decrease) in cash and cash equivalents 83.85 (74.34)
Effect of Foreign Currency Translation 2.67 (5.01)
Cash and cash equivalents - Opening Balance # 207.47 286.82
Cash and cash equivalents - Closing Balance # 293.99 * 207.47
# as disclosed in Note 28
* Includes Rs. 7.20 crores (PY Rs. 6.20 crores) lying in Unclaimed Dividend Account, being the amount available for restricted use.

As per our report of even date.


S.R.Batliboi & Co. LLP
Registration Number: 301003E For and on behalf of the Board of Directors
Chartered Accountants
per Kamal Agarwal
Partner P. K. Kataky
Membership No. 58652 J. Kumar A. K. Mukherjee
Mumbai, April 27, 2016 Secretary Directors

136 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Accounting Policies and Notes


to the Consolidated Financial Statements as at and for the year ended March 31, 2016

1 SIGNIFICANT ACCOUNTING POLICIES Starting from April 01, 2016, IND-AS Accounting
a. Basis of Preparation Standards as prescribed by Ministry of Corporate
The consolidated financial statements comprising of Affairs have become applicable to the Company and
the financial statements of Exide Industries Limited its subsidiaries and the Accounting Policies would
('EIL' or 'the Company') and its subsidiaries (Group) undergo necessary changes.
have been prepared on an accrual basis and under the
historical cost convention modified by revaluation b. Use of Estimates
of certain fixed assets except for investments of The preparation of consolidated financial statements
Exide Life Insurance Company Limited ('ELI'), that in conformity with generally accepted accounting
have been valued in accordance with Insurance principles requires management to make estimates
Regulatory and Development Authority (IRDA) and assumptions that affect the reported amounts
regulations. The consolidated financial statements of assets and liabilities and disclosure of contingent
of the Company have been prepared in accordance liabilities at the date of the consolidated financial
with the generally accepted accounting principles statements and the results of operations during
in India (Indian GAAP). The Company has prepared the reporting period. Although these estimates
these consolidated financial statements to comply in are based upon management’s best knowledge of
all material respects with the accounting standards current events and actions, actual results could differ
notified under section 133 of the Companies from these estimates.
Act, 2013, read together with paragraph 7 of the
Companies (Accounts) Rules, 2014. c. Revenue Recognition
Revenue is recognised to the extent that it is probable
Standalone financial statements of Exide Life that the economic benefits will flow to the Group and
Insurance Company Limited (ELI) have been the revenue can be reliably measured. The following
prepared in accordance with the provisions of specific recognition criteria must also be met before
the IRDA (Preparation of Financial Statements revenue is recognised:
and Auditor’s Report of Insurance Companies)
Regulations, 2002 (‘the Accounting Regulations’), Sale of Goods
the Insurance Act, 1938, Insurance Regulatory and Revenue from sale of goods including manufactured
Development Authority Act, 1999, various circulars products is recognised upon passage of title to the
issued by IRDA and the practices prevailing within customers, in accordance with the Sale of Goods Act,
the Insurance Industry in India. Financial statements 1930, in India and upon delivery to customers in case
of foreign subsidiaries, viz. Chloride Batteries S.E. of foreign subsidiaries.
Asia Pte Ltd. (CBSEA), Espex Batteries Limited (ESPEX)
and Associated Battery Manufacturers (Ceylon) Customs Duty benefits in the form of advance license
Ltd. (ABML), have been prepared under ‘Singapore entitlements are recognised on export of goods and
Financial Reporting Standards’ , ‘Financial Reporting are set off from material costs.
Standards for smaller entities, UK’, and Srilanka
Accounting Standards for Small and Medium sized The Group collects Sales taxes and Value added Taxes
entities (SLFRS for SMEs) respectively, but suitably (VAT) on behalf of the Government and therefore,
modified to materially conform to the uniform these are not economic benefits flowing to the
accounting policies for the purpose of consolidation. Group. Hence they are excluded from Revenue.
For recognition of Income and expenses, Mercantile
System of Accounting is followed. Interest
Revenue is recognised on a time proportion basis
The accounting policies adopted in the preparation taking into account the amount outstanding and the
of financial statements are consistent with those of rate applicable.
previous year.

Annual Report 2015-16 137


Accounting Policies and Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

Dividends f. Depreciation
Revenue is recognised when the shareholder's right i) a) Depreciation on fixed assets is calculated on a
to receive payment is established by the balance straight-line basis using the rates arrived at based
sheet date. on the useful lives estimated by the management.

d. Fixed Assets b) The Group has used the following useful lives to
Fixed Assets are stated at cost (or revalued amounts, provide depreciation on its fixed assets.
as the case may be) less accumulated depreciation
and impairment losses, if any. Cost comprises of Useful economic
Particulars
purchase price inclusive of duties (net of Cenvat), life (in year)
taxes, incidental expenses, erection/commissioning Factory building / Other 25.5 / 58.5
buildings
expenses, etc. upto the date the asset is ready for
RCC Road / Other than RCC 10 / 5
its intended use. In case of revaluation of fixed Road
assets, the original cost as written up by the valuer, Plant and equipments 3 - 15
is considered in the accounts and the differential Electrical installations 10
amount is transferred to revaluation reserve. & equipments and lab
equipments
The Group identifies and determines cost of each Moulds 8.5
component of the asset separately, if the component Furniture and fixtures 3 - 10
Office equipment 3-5
has a cost which is significant to the total cost of the
Vehicles 4-6
asset and has useful life that is materially different Computers 3-6
from that of the remaining asset. These components Intangibles (includes Period of license/
are depreciated separately over their useful lives; the software) estimated useful
remaining components are depreciated over the life life, not exceeding
of the principal asset. 5 years.
Mobile phones 2
Leasehold improvements Period of lease/
The carrying amounts of assets are reviewed at each
useful life, not
balance sheet date to determine if there is any indication exceeding 10 years
of impairment based on external / internal factors. An
The useful life of the following classes of assets as
impairment loss is recognised wherever the carrying
estimated by the management are different than
amount of an asset exceeds its recoverable amount
those indicated in Schedule II to the Companies
which represents the greater of the net selling price of
Act, 2013.
assets and their ‘Value in use’. The estimated future cash
flows are discounted to their present value using pre-tax a. Factory Buildings and Other Buildings are
discount rates and risks specific to the asset. depreciated over the estimated useful
lives of 25.5-28.5 years and 58.5 years
e. Investments respectively
Investments that are readily realisable and intended to
b. Certain plant and machinery are
be held for not more than a year from the date on which
depreciated over 3-15 years
such investments are made are classified as current
investments. All other investments are classified as c. Certain furniture and fixtures are
Long-Term investments. Current Investments are stated depreciated over 3-10 years
at lower of cost or fair value on individual investment
d. Certain office equipments are depreciated
basis. Long Term Investments are considered at cost,
over 3-5 years
unless there is other than temporary decline in value
thereof, in which case adequate provision is made for e. Certain office equipments are depreciated
diminution in the value of Investments. over 4-6 years

138 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Accounting Policies and Notes


to the Consolidated Financial Statements as at and for the year ended March 31, 2016

ii) In EIL, residual value of Plant & Machinery, also tested for impairment every year. However,
moulds and computers has been estimated the carrying amount of goodwill arising on
to be 2% of the cost as against 5% specified in consolidation is reviewed at each balance sheet
Schedule II of the Companies Act, 2013 based date to determine if there is any indication of
on past trends. For Buildings, Office equipments, impairment based on external / internal factors.
Furniture & Fittings and Vehicles, residual value
has been estimated at 5% of the cost. h. Expenditure on new projects and substantial
expansion
iii) Depreciation includes amount amortised on Expenditure directly relating to expansion projects
a straight-line basis in respect of leasehold are capitalised. Administration and other general
properties over the respective lease period. overhead expenses incurred during the year which
are specifically attributable to the expansion projects
iv) Depreciation on fixed assets added/disposed are capitalised as part of the indirect project cost.
off during the year is provided on pro-rata Other indirect expenditure (including borrowing
basis with reference to the month of addition/ costs) incurred during the project period which are
disposal. not related to the project nor are incidental thereto,
are charged to Statement of Profit and Loss. Income
v) In case of impairment, if any, depreciation is earned during project period, if any, is deducted
provided on the revised carrying amount of the from the total of the indirect expenditure.
assets over its remaining useful life.
i. Borrowing Costs
g. Intangible Assets Borrowing costs attributable to the acquisition and/
Research and Development Costs or construction of qualifying assets are capitalised as
i) Research costs are expensed as incurred. a part of the cost of such assets, upto the date when
Development expenditure incurred on an such assets are ready for their intended use. Other
individual project is capitalised when its future borrowing costs are charged to the statement of
recoverability can reasonably be regarded Profit and Loss Account.
as assured. Any expenditure capitalised is
amortised over the period of expected future j. Leases:
sales from the related project, not exceeding i) Finance Lease :
ten years. a) Finance leases, which transfer to the
Group substantially all the risks and
The carrying value of development costs is rewards incidental to ownership of
reviewed for impairment annually when the the leased item, are capitalised at the
asset is not yet in use or otherwise when events inception of the lease at the fair value of
or changes in circumstances indicate that the the leased asset or, if lower, at the present
carrying value may not be recoverable. value of the minimum lease payments.
Any initial direct costs are also added to
ii) Acquired computer softwares and licenses are the amount capitalised. Lease payments
capitalised on the basis of costs incurred to are apportioned between the finance
bring the specific intangibles to its intented charges and reduction of the lease liability
use. These costs are amortised on a straight-line so as to achieve a constant rate of interest
pro-rata basis over their estimated useful life of on the remaining balance of the liability.
five years. Finance charges are charged to Statement
of Profit and Loss. Contingent rents, if any,
iii) Acquired Goodwill is amortised on a straight- are charged as expenses in the periods in
line pro-rata basis over a period of five years and which they are incurred.

Annual Report 2015-16 139


Accounting Policies and Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

b) Capitalised leased assets are depreciated (iii) Exchange Differences


over the shorter of the estimated useful Exchange differences arising on the settlement/
life of the asset and the lease term, if there conversion of monetary items, are recognised
is no reasonable certainty that the Group as income or expenses in the year in which
will obtain ownership by the end of the they arise.
lease term.
(iv) Forward Exchange Contracts
ii) Operating Leases : The premium or discount arising at the inception
a) Assets acquired under Operating Leases of forward exchange contracts is amortised as
represent assets where the lessor expense or income over the life of the contract.
effectively retains substantially all the risks Exchange differences on such contracts are
and benefits of their ownership. Operating recognised in the statement of profit and loss in
lease payments are recognised as an the year in which the exchange rate changes. Any
expense in the Statement of Profit and Loss profit or loss arising on cancellation or renewal
on a straight-line basis over the lease term. of forward exchange contract is recognised as
income or as expense for the year.
b) Assets given under operating leases are
included in fixed assets. Lease income (v) Translation of Non-Integral Foreign
is recognised in the Statement of Profit Currency Operations
and Loss on a straight-line basis over the The translation of the financial statements of
lease term. Costs, including depreciation a non-integral foreign operation results in the
are recognised as an expense in the recognition of exchange differences arising
Statement of Profit and Loss. from (a) translating income and expense items
at the exchange rates at the dates of transactions
k. Foreign Currency Transactions and assets and liabilities at the closing rate
(i) Initial Recognition (b) translating the opening net investment
Foreign currency transactions are recorded in the non-integral foreign operation at an
in the reporting currency, by applying to the exchange rate different from that at which it
foreign currency amount the exchange rate was previously valued.
between the reporting currency and the foreign
currency at the date of the transaction. All resulting exchange differences are
accumulated in a foreign currency translation
(ii) Conversion reserve until the disposal of the net investment.
Foreign currency monetary items are reported
using the closing rate. Non-monetary items l. Earning Per Share
which are carried in terms of historical cost Earnings per share is calculated by dividing the net
denominated in a foreign currency are reported profit or loss for the period attributable to equity
using the exchange rate at the date of the shareholders by the weighted average number of
transaction. equity shares outstanding during the period.

Non-monetary items which are carried at fair For the purpose of calculating diluted earnings per
value or other similar valuation denominated share, the net profit or loss for the period attributable to
in a foreign currency are reported using the equity shareholders and the weighted average number
exchange rates that existed when the values of shares outstanding during the period are adjusted
were determined. for the effects of all dilutive potential equity shares.

140 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Accounting Policies and Notes


to the Consolidated Financial Statements as at and for the year ended March 31, 2016

m. Inventories ii) Gratuity and Post retirement Medical Benefit


i) Raw materials, components, stores and spares liability are defined benefit obligations and
are valued at lower of cost and net realisable where material, are provided for on the basis
value. However, materials and other items held of actuarial valuation made at the end of each
for use in the production of inventories are financial year.
not written down below cost if the finished
products in which they will be incorporated iii) Long term compensated absences are provided
are expected to be sold at or above cost. Cost is for based on actuarial valuation made at the
determined on a weighted average basis. end of each financial year, while Short term
compensated absences are provided for based
ii) Work-in-progress and finished goods are on management estimates.
valued at lower of cost and net realisable value.
Cost includes direct materials, labour and a iv) Pension liability is split into a defined benefit
proportion of manufacturing overheads based portion and a defined contribution portion as
on normal operating capacity. Cost of finished indicated in note no. ‘ 42 ’ below. The contributions
goods includes excise duty. Cost is determined towards defined contribution are charged to the
on a weighted average basis. statement of Profit and Loss of the year when the
contribution becomes due. The defined benefit
iii) Traded goods are valued at lower of   cost and portion is provided for on the basis of actuarial
net realisable value. Cost includes cost of valuation made at the end of each financial year.
purchase and other costs incurred in bringing
the inventories to their present location and v) Actuarial gains/losses are immediately taken
condition. Cost is determined on a weighted to Statement of Profit and Loss and are
average basis. not deferred.

Net realisable value is the estimated selling vi) The current and non-current bifurcation is done
price in the ordinary course of business, less as per the Actuarial report.
estimated costs of completion to make the sale.
p. Segment Reporting
n. Excise Duty The Group's operating business are organised and
Excise Duty is accounted for at the point of managed separately according to the nature of
manufacture of goods and accordingly, is considered products and services provided, with each segment
for valuation of finished goods stock lying in the representing a Strategic Business Unit that offers
factories as on the balance sheet date. different products and serves different markets. The
analysis of geographical segments is based on the
o. Retirement and Other Employee Benefits areas in which customers of the Group are located.
i) Retirement Benefit in the form of Provident
Fund is a defined contribution scheme and the q. Taxation
contributions are charged to Statement of Profit Tax expense comprises of current and deferred
and Loss of the year when the employee renders tax. Current income tax is measured at the amount
the service. There are no obligations other than expected to be paid to the tax authorities in
the contribution payable to the respective trusts. accordance with the Indian Income Tax Laws as
applicable. In case of foreign subsidiaries the tax
CBSEA participates in the national pension liability is provided as per the Income Tax Laws
schemes as defined by the laws of Singapore prevailing in the respective countries.
and makes contributions to the Central
Provident fund scheme in Singapore.

Annual Report 2015-16 141


Accounting Policies and Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

Deferred tax is measured based on the tax rates and r. Provision


the tax laws enacted or substantively enacted at the A provision is recognised when an enterprise has
balance sheet date. Deferred tax assets are recognised a present obligation as a result of past event and
only to the extent that there is reasonable certainty it is probable that an outflow of resources will be
that sufficient future taxable income will be available required to settle the obligation, in respect of which
against which such deferred tax assets can be realised. a reliable estimate can be made. Provisions made in
In situations where the Group has unabsorbed terms of Accounting Standard-29, and the relevant
depreciation or carry forward tax losses, all deferred pronouncements in case of the foreign subsidiaries, are
tax assets are recognised only if there is virtual not discounted to its present value and are determined
certainty supported by convincing evidence that they based on the management estimate required to settle
can be realised against future taxable profits. the obligation at the balance sheet date. These are
reviewed at each balance sheet date and adjusted to
The carrying amount of deferred tax assets are reviewed reflect the current management estimates.
at each balance sheet date. The Group writes down
the carrying amount of the deferred tax assets to the Provision for product related warranty/ guarantee
extent that it is no longer reasonably certain or virtually costs is based on the claims received upto the year
certain, as the case may be, that sufficient future taxable end as well as the management estimates of further
income will be available against which deferred tax liability to be incurred in this regard during the
assets can be realised. Any such write-down is reversed warranty period, computed on the basis of past trend
to the extent that it becomes reasonably certain or of such claims.
virtually certain, as the case may be, that sufficient
future taxable income will be available. s. Contingent Liabilities
No provision is made for liabilities, which are
Deferred Tax Assets and Liabilities across various contingent in nature, but if material, these are
countries of operations are not set-off against each disclosed by way of notes. A disclosure for a
other as EIL does not have a legal right to do so. contingent liability is made when there is a possible
obligation or a present obligation that may, but
Minimum Alternate Tax (MAT) paid in a year is probably will not, require an outflow of resources.
charged to the Statement of Profit and Loss as Where there is a possible obligation or a present
current tax. The Group recognises MAT Credit obligation in respect of which the likelihood of
available only to the extent that there is convincing outflow of resources is remote, no provision or
evidence that the Group will pay normal income disclosure is made.
tax during the specified period, i.e. the period for
which MAT Credit is allowed to be carried forward. t. Cash and Cash Equivalents
In the year in which the Group recognises MAT Cash and cash equivalents for the purpose of Cash
Credit as an asset in accordance with the Guidance Flow Statement comprise cash at bank and in hand
Note on Accounting for Credit Available in respect and short-term investments with an original maturity
of Minimum Alternate Tax under the Income- of three months or less.
Tax Act, 1961, the said asset is created by way of
credit to the statement of profit and loss account u. Other Additional Significant Accounting Policies
and shown as "MAT Credit Entitlement". The Group specific to Life Insurance Business
reviews the "MAT Credit Entitlement" asset at i) Revenue Recognition
each reporting date and writes down the asset to Premium is recognised as income when due.
the extent the Group does not have convincing Premium on lapsed policies is recognised as
evidence that it will pay normal tax during the income when such policies are reinstated.
specified period.

142 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Accounting Policies and Notes


to the Consolidated Financial Statements as at and for the year ended March 31, 2016

For linked business, Premium income is Regulations, 2000 and Insurance Regulatory
recognised as income when the associated and Development Authority (Investment) (5th
units are created. Income from unit linked funds Amendment) Regulations, 2013 and other
which include policy administration charges, circulars/notifications issued by the IRDA in this
mortality charges, etc. are recovered from context from time to time.
unit linked fund in accordance with terms and
conditions of policy and is recognised when Investments maturing within twelve months
due. Fund management charges are adjusted in from the balance sheet date and made with the
the unit price computed on each business date. specific intention to dispose off within twelve
months from balance sheet date are classified
ii) Reinsurance Premium as short-term investments. Investments other
Cost of reinsurance ceded is accounted at than short-term investments are classified as
the time of recognition of premium income long- term investments.
in accordance with the treaty or in principle
arrangement/agreement with the reinsurers. Investments are specifically purchased and
held for the policyholders and shareholders
iii) Benefits Paid independently. The income relating to these
Benefits paid comprise policy benefit amount investments is recognised in the respective
and bonus declared to policyholders. policyholder's / shareholder's account.

Death & Surrender claims are accounted for Investments are recorded at trade date on
on receipt of intimation based on the terms of cost including acquisition charges (such as
policy. Maturity benefits, Survival benefits and brokerage and related taxes), and exclude pre-
declared bonuses are accounted for on the acquisition interest paid, if any, on purchase.
respective due dates. Withdrawals and benefits
under linked policies are accounted in the Interest income on investments is recognised
respective schemes when the associated units on accrual basis. Dividend income is recognised
are cancelled. when the right to receive the dividend is
established. Bonus entitlements are recognised
Repudiated claims disputed before judicial as investments on the ‘ex- bonus date’.
authorities are provided for based on
management prudence and considering the fact Non-linked Policyholders’ and Shareholders’
and evidences available in respect of such claims. Investments
Reinsurance recoveries on claims are accounted All debt securities are considered as held-to-maturity
for, in the same period as the related claims. and stated at historical cost subject to amortisation.
The discount or premium which is the difference
iv) Acquisition & Maintenance Costs between the purchase price and the redemption
Acquisition & Maintenance costs are cost amount of the securities is amortised/accreted and
that vary with and are primarily related to the recognised in the Statement of Profit and Loss, as the
acquisition of new and renewal insurance case may be, over the remaining period of maturity
contracts respectively. Such costs are expensed on a straight-line basis.
in the year in which they are incurred.
The difference between the acquisition price and
v) Investments and Investment Income maturity value of money market instruments such as
Investments are made in accordance with the Treasury Bills, Certificate of Deposit and Commercial
Insurance Act, 1938, the Insurance Regulatory Papers are recognised as interest income in the
and Development Authority (Investment) Statement of Profit and Loss, as the case may be,

Annual Report 2015-16 143


Accounting Policies and Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

over the remaining term of these instruments, on a Linked Business


straight line basis. Debt securities (including Government securities)
are valued at prices obtained from Credit Rating
Listed shares as at the balance sheet date are stated Information Services of India Limited (‘CRISIL’).
at fair value, at the last quoted closing price on the
National Stock Exchange Limited (‘NSE’) being the Listed equity shares are valued at fair value, being
primary exchange and if not quoted on NSE then the lower of last quoted closing price on the National
at last quoted closing price on the Bombay Stock Stock Exchange Limited (‘NSE’) and / or Bombay
Exchange Limited (‘BSE’). Mutual fund units as at the Stock Exchange Limited (‘BSE’). Mutual fund units as
balance sheet date are valued at previous day’s net at the balance sheet date are valued at previous day’s
asset values of respective mutual fund. net asset values of respective mutual fund.

Realised gain/loss on debt securities is the difference Money market instruments are valued at historical
between the sale consideration net of expenses cost, subject to amortisation of premium or accretion
and the amortised cost, which is computed on a of discount over the period of maturity/holding on a
weighted average basis, as on the date of sale. Profit straight-line basis.
or loss on sale of equity shares/mutual fund units is
the difference between the sale consideration net of The realised gain or loss on the sale of securities is
expenses and the book cost computed on weighted the difference between the sale consideration net
average basis. of expenses and the purchase cost (computed on
a weighted average basis) or amortised cost for
Unrealised gains or losses arising due to changes in the discounted instruments as on the date of sale.
fair value of listed shares and mutual fund units as at
the balance sheet date are taken to ‘Fair value change Realised profit or loss on sale of equity shares/
account’ and carried forward in the Balance Sheet. mutual fund units is the difference between the sale
consideration net of expenses and the book cost
Impairment evaluation is a complex process that computed on weighted average basis.
inherently involves significant judgments and
uncertainty that may have a material impact on Unrealised gains and losses as at the balance sheet
the financial statements. For debts securities, such date are recognised in the Statement of Profit and
consideration includes actual and estimated incurred Loss of the respective schemes.
credit losses indicated by payment default, market
data (estimated) incurred losses and other current Transfer of Investments between Shareholders
evidence that the issuer may be unlikely to pay and Policyholders
amounts when due. Equity securities are impaired In order to meet the deficit in the Policyholders’
when the management believes that, based on account, ELI transfers cash or investments from
(combination of ) a significant or prolonged decline Shareholders’ fund to Policyholders’ fund in
of fair value below the acquisition cost, there is compliance with IRDA circulars.
sufficient reason to believe that the acquisition cost
may not be recovered. An impairment loss shall be vi) Acturial Liability Valuation
recognised as an expense in revenue / profit & loss The estimation of liability for life policies is
accounts to the extent of the difference between the determined by the Appointed Actuary in
re-measured fair value of the security / investment accordance with accepted actuarial practice,
and acquisition cost (weighted average) as reduced requirements of Insurance Act, 1938, IRDA
by any previous impairment loss recognised as regulations and the actuarial practice standards
expense in the revenue / profit & loss account. issued by The Institute of Actuaries of India.

144 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Accounting Policies and Notes


to the Consolidated Financial Statements as at and for the year ended March 31, 2016

vii) Fund for Future Appropriation each balance sheet date, the ELI assesses the
Linked Business unutilised CENVAT Credit for set off in future
Amounts estimated by Appointed Actuary periods. A provision, if required, is created based
as Funds for Future Appropriation – Linked on estimated realisation of such unutilised
are required to be set aside in the balance CENVAT Credit.
sheet and are not available for distribution
to shareholders until the expiry of the revival v Principles of consolidation of financial
period. The ELI appropriates Funds for Future statements:
Appropriation from the Revenue Account. The consolidated financial statements which relate to
Exide Industries Ltd. (EIL) and its subsidiary companies,
Participating Business have been prepared on the following basis –
At each balance sheet date, the management
with the approval of the shareholders decides i. The financial statements of the company and
to distribute the surplus among policyholders, its subsidiaries are consolidated on a line-by-
shareholders and funds for appropriation at a line basis by adding together the book values
future date. Surplus arising in the participating of like items of assets, liabilities, income and
business after allowing for current year cost of expenditure, after fully eliminating intra-group
bonus to policyholder is held as funds for future balances, intra-group transactions and any
appropriation, which includes the surplus not unrealised profit/ loss included therein.
appropriated during the year either to the
policyholders or to the shareholders. ii. The consolidated financial statements have
been prepared using uniform accounting
viii) Loans against Policies policies for like transactions and are presented,
Loans are stated at historical costs subject to to the extent possible, in the same manner as
provision for impairment. Interest on loans, if the company’s separate financial statements.
any, is recognised on an accrual basis. All the subsidiaries follow financial year as
accounting year.
ix) Service Tax
Service Tax liability on life insurance services iii. The excess / shortfall of cost to the company
is offset against available CENVAT Credit. The of its investments in the subsidiary companies
unutilised CENVAT Credit, if any, is carried is recognized in the financial statements as
forward under ‘Advances and Other Assets’. At goodwill / capital reserve, as the case may be.

Annual Report 2015-16 145


Accounting Policies and Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

iv. The subsidiary companies considered in the financial statements are as follows:

Name Country of % of ownership % of ownership


Incorporation interest as on interest as on
March 31, 2016 March 31, 2015
Chloride International Limited (CIL) India 100 100
Chloride Power Systems & Solutions Ltd. (CPSSL) India 100 100
(Formerly known as Caldyne Automatics Ltd.)
Chloride Batteries S.E. Asia Pte Ltd. (CBSEA) & its wholly Singapore 100 100
owned subsidiary (Exide Batteries Pvt. Ltd.)
Espex Batteries Limited (ESPEX) UK 100 100
Associated Battery Manufacturers (Ceylon) Ltd. (ABML) Srilanka 61.50 61.50
Chloride Metals Ltd. (CML) India 100 100
Chloride Alloys India Ltd. (CAIL) (Refer note v. below) India - 100
Exide Life Insurance Company Limited (ELI) India 100 100

v. During the year, a wholly owned subsidiary of the Group - Chloride Alloys India Limited merged with another
wholly owned subsidiary of the Group - Chloride Metals Limited with effect from April 01, 2015 as per scheme of
Amalgamation filed in this regard and approved by the Hon’ble High Court of Calcutta.

vi. Foreign Exchange fluctuations on conversion of the accounts of EIL’s foreign subsidiaries have been taken to “Foreign
Currency Translation Reserve” (Arising on Consolidation).

w Minority Interest
In terms of Accounting Standard 21, the minority interest has been computed in respect of Associated Battery
Manufacturers (Ceylon) Limited, a non-fully owned subsidiary.

146 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

2 SHARE CAPITAL

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Authorised
100.00 100.00
1,00,00,00,000 (PY: 1,00,00,00,000) Equity Shares of Re 1 each 100.00 100.00
b) Issued, subscribed & fully paid-up 85.00 85.00
85,00,00,000 (PY: 85,00,00,000) Equity Shares of Re. 1 each 85.00 85.00
There is no change in number of shares in current year and last year
c) Terms / rights attached to equity shares
The company has only one class of Equity Shares having a Par Value of Re 1 per share. Each Holder of Equity Shares is entitled
to one Vote per share. The company declares and pays dividends in Indian Rupee. The dividend proposed by the Board of
Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of Liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.
During the year ended 31st March, 2016, the amount of per share Dividend recognised as distributions to equity shareholders
was Rs. 2.40 (PY Rs. 2.20 per share)
d) Details of shareholders holding more than 5% shares in Company
Name of Shareholder Number of Shares
Chloride Eastern Limited, UK holding 45.99% (PY 45.99%) 39,09,54,666 39,09,54,666
Life Insurance Corporation of India holding 5.82% (PY 4.85%) 4,94,25,211 4,11,84,383
As per records of the company, including its register of shareholders / members
and other declarations received from shareholders, the above shareholding
represents legal ownership of shares.

3 RESERVES AND SURPLUS

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Revaluation Reserve
Balance as per Last Account 36.61 38.68
Add: Addition on Revaluation 15.72 -
Less: Adjusted towards assets sold / discarded 0.11 0.52
Less: Depreciation on Revalued assets transferred to General Reserves 1.82 1.55
Closing Balance 50.40 36.61
b) Securities Premium Account
Balance as per Last Account 737.88 737.88
c) General Reserve
Balance as per Last Account 1,124.63 1,105.35
Less: adjustments for change in useful life, net of deferred taxes (refer note below) # - 2.84
Add: Transfer on account of depreciation on revalued assets 1.82 1.55
Add: Transfer on account of merger of CML and CAIL *** 2.38 -
Add: Amount transferred from Statement of Profit and Loss 25.25 20.57
Closing Balance 1,154.08 1,124.63

Annual Report 2015-16 147


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

3 RESERVES AND SURPLUS

(Rs. in Crores)
March 31, 2016 March 31, 2015
d) Contingency Reserve *
Balance as per Last Account 25.00 25.00
e) Capital Redemption Reserve **
Balance as per Last Account 0.80 0.80
f) Capital Reserve
Balance as per Last Account 2.89 2.89
g) Foreign Currency Translation Reserve
Balance as per Last Account 27.38 32.39
Add: Movement for the year 2.67 (5.01)
Closing Balance 30.05 27.38
h) Surplus in the Statement of Profit and Loss
Balance as per last financial statements 1,800.85 1,427.61
Profit for the year 713.70 614.55
Less: Appropriations
Proposed final equity dividend (amount per share Re 0.80 (PY Re 0.70)) (68.00) (59.50)
Tax on proposed equity dividend (11.49) (11.40)
Interim dividend (amount per share Re 1.60 (PY Re 1.50)) (136.00) (127.50)
Tax on interim dividend (29.52) (22.34)
Transfer to General Reserve (25.25) (20.57)
Total Appropriations (270.26) (241.31)
Net Surplus in Statement of Profit and Loss 2,244.29 1,800.85
4,245.39 3,756.04
* EIL has created the contingency reserve to set aside funds for meeting contingencies and claims.

** ESPEX has created the Capital Redemption Reserve on account of buy back of its shares from minority shareholders.

# Effective from April 1, 2014, Indian Companies have charged depreciation based on the revised remaining useful life of the assets as per requirement of
Schedule II of the Companies Act, 2013. Further, as per transitional provision provided in note 7(b) of Schedule II, an amount of Rs. 2.84 crores (net of deferred
tax of Rs. 1.11 crores) was adjusted with General Reserve in the previous year for the assets in respect of which the remaining useful life was NIL as on April
1, 2014.

*** Represents value of additional shares issued by CML to shareholder of CAIL i.e., EIL pursuant to merger, which has been recognised as goodwill and
also written off by CML during the year. As both the Companies are wholly owned subsidiraies of EIL, such additional Share Capital has been adjusted
with General Reserves in these Consolidated Financial Statements.

4 MINORITY INTEREST

(Rs. in Crores)
March 31, 2016 March 31, 2015
Balance of equity as on acquisition date 3.75 3.75
Add: Movement in equity from acquisition date to 31.03.2016 10.86 9.03
14.61 12.78

148 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

5 LONG TERM BORROWINGS

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Non-Current Portion
Term loan from HSBC Bank Ltd (secured) # 1.23 1.29
Deferred Payment Liabilities from Sales Tax Deferral Scheme (unsecured)** 0.67 1.33
1.90 2.62
b) Current Maturities
Buyers Credit from HDFC Bank Ltd (secured)* - 2.30
Term loan from HSBC Bank Ltd (secured) # 2.81 0.70
Deferred Payment Liabilities from Sales Tax Deferral Scheme (unsecured)** 0.66 0.68
3.47 3.68
Less : Amount disclosed under the head “other current liabilities” (note 12) 3.47 3.68
- -
* Secured by hypothecation of the underlying asset being equiments related to the battery breaking plant. Repayable in a bullet installment within
2 years from date of loan being 28th December, 2013 i.e on 28th December, 2015. CML has fully covered its outstanding borrowings in respect of its
buyers credit for the exchange risk as well as the interest rate risk through currency swap derivative contracts. Hence no effect of exchange fluctuations
has been given for the same. The interest rate payable for the said loan is 10.95%.

** Liability under Sales Tax Deferral Scheme is payable in 5 equal yearly installments after 10 years of accrual and carries no interest.

# Secured by hypothecation of the Plant & Machinery of ABML. Repayable in 36 months from the date of loan. The interest rate payable for the said loan
is 7.13%

6 DEFERRED TAX LIABILITY (NET)

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Deferred tax liability:
Arising out of timing difference in depreciable assets 127.36 117.84
Expenses claimed as deduction under the respective Income Tax Act, 1961 but 37.18 40.49
not booked in current year
b) Deferred tax assets:
On expenses allowable against taxable income in future years 22.23 16.32
On Unabsorbed Depreciation and Business Loss 4.69 2.16
Expenses disallowed in earlier assessments which are being contested 7.11 8.38
130.51 131.47

In view of the accumulated losses and unabsorbed depreciation, ELI has not created any provision for current income tax
expense. As per Accounting Standard 22 on ‘Accounting for Taxes on Income’ as prescribed in the Companies (Accounting
Standards) Rules, 2006, virtual certainty backed by conclusive evidence is necessary to create Deferred Tax Assets on un-
absorbed losses and depreciation. Under the above circumstances, no deferred tax assets on losses have been created in the
books of ELI.

Annual Report 2015-16 149


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

7 OTHER LONG TERM LIABILITIES

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Trade payables 3.35 2.55
b) Other payables - for Capital Goods 1.64 1.74
- for Expenses 0.27 1.21
5.26 5.50
Trade payables represent retention money withheld and which are payable after more than 12 months from the Balance Sheet date.

8 LONG TERM PROVISIONS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Provision for employee benefits (refer note 42)
Post retiral medical benefits 4.29 4.11
Gratuity 8.62 5.95
Leave benefits 26.19 22.75
Pension 2.40 2.03
41.50 34.84

9 POLICYHOLDERS’ FUND

(Rs. in Crores)
March 31, 2016 March 31, 2015
Non-current
Policy liabilities
Par 3,509.26 2,659.53
Non par 1,291.97 1,106.96
Annuity 32.35 32.42
Pension 953.99 1,024.01
VIP Non Par Pension 445.62 316.91

Credit/(debit) balance in fair value change account (net) (30.26) 13.73


Provision for linked liabilities 1,974.07 2,042.83
Fair value change (linked) 86.20 319.07
Non-unit liabilities 9.71 9.35
8,272.91 7,524.81

150 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

10 SHORT-TERM PROVISIONS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Secured
From Banks
Buyer's Credit 31.79 30.67
Bank Overdraft 1.13 -
Trade Bills Financing 5.17 12.35
Unsecured
Buyer’s Credit (repayable in 6 months) 70.71 8.34
108.80 51.36
Buyer’s credit
i. Includes NIL (PY Rs. 21.45 crores) of CML secured by hypothecation with first
charge of all the Company’s present and future stocks and book debts.
ii. Includes Rs. 31.79 crores (PY 9.21 crores) secured by hypothecation of stocks and
book debts, both present and future of EIL and repayable in 6 months, carries
interest @ LIBOR + spread (ranging from 0.70% to 1%).
iii. Includes Rs. 70.71 crores (PY 8.34 crores) of EIL repayable in 6 months, carries
interest @ LIBOR + spread (ranging from 0.70% to 1%).
Trade bills financing
Rs. 5.17 crores (PY Rs. 12.35 crores) of CBSEA bearing interest at 2.00% per annum over
the bank’s prevailing commercial bill rate which ranges from 2.80% to 3.60% per annum.
The above amount is secured by the following:
i. On all monies mortgage over the property
ii. On all monies debenture over all present and future assets incorporating fixed
and floating charge over the present and future assets of the company.
Bank overdraft
i. Includes Rs. 0.99 crores (PY NIL) of CPSSL secured by hypothecation of raw
materials, finished stock, work-in-progress, book debts, other receivables and all
the movable fixed assets, both present and future and equitable mortgage of
factory premises
ii. Includes Rs. 0.14 crores (PY Nil) of ABML secured by hypothecation of plant and
machinery.

11 TRADE PAYABLES
(Rs. in Crores)
March 31, 2016 March 31, 2015
Trade payable for goods & services
Total outstanding dues of Micro and Small Enterprises (refer note 49) 8.13 9.27
Total outstanding dues to creditors other than Micro and Small Enterprises 1,025.47 975.26
Acceptances 98.54 61.10
1,132.14 1,045.63

Annual Report 2015-16 151


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

12 OTHER CURRENT LIABILITIES

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Current maturities of long-term borrowings 3.47 3.68
b) Interest accrued on borrowings :
Not due 0.26 0.05
c) Unpaid dividends (to be credited to Investor Education and Protection Fund as 7.20 6.20
and when due)
d) Other payables -
For Capital Goods 38.93 43.73
Taxes and duties payable 59.99 40.37
Advances from customers 34.51 22.71
For selling expenses 195.45 107.55
Payables for life insurance business (includes proposal / policy deposits of ELI) 61.70 64.20
For Other Expenses 100.43 72.71
501.94 361.20

13 SHORT-TERM PROVISIONS

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Provision for employee benefits (refer note 42)
Post retiral medical benefits 0.36 0.26
Gratuity 1.37 0.36
Leave benefits 4.64 3.15
b) Other provisions
Provision for warranty claims 166.05 158.80
Provision for litigation and tax disputes 31.98 26.22
Provision for Income Tax (net of Advance Tax) 1.38 1.21
Provision for Proposed Dividend 68.00 59.50
Provision for tax on Proposed Dividend 11.69 11.40
285.47 260.90
Provisions for warranty claims
A provision is recognised for expected warranty claims on products sold, based on past experience of the level of repairs and
returns. The table below gives information about movement in warranty provision :
Opening Balance 158.80 129.61
Add: Provision created during the year 169.39 193.23
Less: Batteries issued under warranties 162.24 163.91
Effect of Foreign Exchange Movements 0.10 (0.13)
Closing Balance 166.05 158.80
Provision for litigations and tax disputes (refer notes below)
The Group has estimated the provisions for pending litigations, claims, demands relating to indirect taxes based on its
assessment of probability for these demands crystallising against the company in due course:

152 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

13 SHORT-TERM PROVISIONS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Opening Balance 26.22 18.95
Add: Provision created during the year 5.76 7.27
Closing Balance 31.98 26.22
(a) There are other tax disputes / litigations amounting to Rs. 4.26 crores (PY Rs. 3.32 crores) against which the Group has also
deposited money under protest and made provision there against. Such deposits and provisions have been netted off in
the financials.
(b) There are also provisions against Income Tax claims amounting to Rs. 7.11 crores (PY Rs. 8.38 crores) which is included in Note
21 (i) (d), against which the Group has also created deferred tax assets as disclosed in Note 6.

14 POLICYHOLDERS’ FUND

(Rs. in Crores)
March 31, 2016 March 31, 2015
Current
Policy liabilities
Par 273.99 458.69
Non par 73.90 29.96
Pension 0.77 0.21
Provision for linked liabilities 13.26 27.22
361.92 516.08

Annual Report 2015-16 153


15 TANGIBLE ASSETS
(Rs. in Crores)
Freehold Leasehold Buildings Plant & Moulds Office Furniture & Vehicles Computers Total
land land machinery Equipment fittings
Cost
As at April 01, 2014 43.52 34.24 376.63 1,531.61 155.13 23.10 23.36 13.83 38.64 2,240.06
Notes
Forex Adjustment (0.20) - (1.01) (1.90) - - (0.41) (0.22) - (3.74)
Additions - - 23.71 185.71 24.64 3.85 1.45 2.47 8.47 250.30
Disposals - - 1.03 21.79 3.44 0.17 0.39 2.32 0.73 29.87
As at March 31, 2015 43.32 34.24 398.30 1,693.63 176.33 26.78 24.01 13.76 46.38 2,456.75
Forex Adjustment (0.08) - 1.36 (0.47) - - 0.25 0.06 - 1.12
Additions - 4.03 70.68 225.95 51.30 5.01 5.67 1.67 5.62 369.93
Revaluation adjustment - - 15.73 - - - - - - 15.73

154 Exide Industries Limited


Inter class Transfer - - - 2.00 - - (2.00) - - -
Disposals - - 3.69 27.41 1.04 0.08 2.19 1.98 0.73 37.12
As at March 31, 2016 43.24 38.27 482.38 (b) 1,893.70 226.59 31.71 25.74 13.51 51.27 2,806.41
Depreciation
As at April 01, 2014 - 3.92 140.41 847.53 88.91 16.89 20.03 11.83 30.79 1,160.31
Forex Adjustment - - (0.60) (1.31) - - (0.35) (0.19) - (2.45)
Adjusted with General - - 0.02 2.45 - 1.15 0.15 0.08 0.11 3.96
Reserves (Refer note 3)
Charge for the year - 0.48 12.26 111.17 14.34 2.12 0.94 1.25 3.66 146.22
Disposals - - 0.32 20.25 3.37 0.13 0.36 2.11 0.71 27.25
As at March 31, 2015 - 4.40 151.77 939.59 99.88 20.03 20.41 10.86 33.85 1,280.79
Forex Adjustment - - 0.85 (0.40) - - 0.23 0.02 - 0.70
Charge for the year - 0.59 13.14 126.16 16.52 2.59 2.58 1.12 4.65 167.35
Inter class Tranfer - - - 1.44 - - (1.44) - - -
Disposals - - 0.82 18.82 1.02 0.08 1.61 1.98 0.71 25.04
As at March 31, 2016 - 4.99 164.94 1,047.97 115.38 22.54 20.17 10.02 37.79 1,423.80
Net Block
As at March 31, 2015 43.32 29.84 246.53 754.04 76.45 6.75 3.60 2.90 12.53 1,175.96
As at March 31, 2016 43.24 33.28 317.44 845.73 111.21 9.17 5.57 3.49 (d) 13.48 1,382.61

a. Conveyance / lease deeds for certain immovable properties valued at Rs. 7.21 crores (PY Rs. 3.77 crores) are pending execution.
b. Includes Rs. 0.10 crores (Rs 0.10 crores) being the cost of shares in Co-operative Housing Societies.
c. The details of fixed assets revalued have been given below :
Name of the Company Year of Revaluation Assets revalued

EIL 1991 and 1999 Land, Builiding and Plant & Machinery
CPSSL 2007 Land, Builiding and Plant & Machinery
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

CBSEA 1992 and 2015 Land, Builiding and Plant & Machinery
ABML 1990 and 1991 Land and Builiding
CML 2008 Land, Builiding and Plant & Machinery
The revaluation was carried out by approved valuers and the surplus arising thereon, has been transferred to revaluation reserve.
d. Includes motor vehicles held under hire purchase contract Rs. 0.73 crores. (PY Rs. 0.84 crores)
e. Details of Expenditure of New / Expansion Projects of EIL (Pending allocation and lying in Capital work-in-progress)
(Rs. in Crores)
As at March 31, 2016 As at March 31, 2015
Balance brought forward from previous year 0.60 -
Salaries, Wages & Bonus 0.75 0.44
Borrowing cost 1.47 -
Travelling Expenses 0.21 0.44
3.03 0.88
Less: Allocated to Fixed Assets during the year * 0.87 0.28
2.16 0.60
* Includes Rs. 0.27 crores (PY Nil) towards borrowing cost.
THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

16 INTANGIBLE ASSETS

(Rs. in Crores)
Goodwill Trade Mark Computer Software Total
Cost
As at April 01, 2014 12.13 1.57 44.22 57.92
Additions - 2.63 5.37 8.00
Disposals - - 0.33 0.33
As at March 31, 2015 12.13 4.20 49.26 65.59
Additions 2.38 - 13.93 16.31
As at March 31, 2016 14.51 4.20 63.19 81.90
Amortization
As at April 01, 2014 6.00 0.48 26.97 33.45
Charge for the year 2.23 0.62 6.25 9.10
Disposals - - 0.33 0.33
As at March 31, 2015 8.23 1.10 32.89 42.22
Charge for the year 4.61 0.84 7.16 12.61
As at March 31, 2016 12.84 1.94 40.05 54.83
Net Block
As at March 31, 2015 3.90 3.10 16.37 23.37
As at March 31, 2016 1.67 2.26 23.14 27.07

17 GOODWILL ON CONSOLIDATION

(Rs. in Crores)
March 31, 2016 March 31, 2015
Balance as per Last Account 581.90 581.90
Based on the valuation of ELI, coupled with improvement in the profitability in the current
year and the profitable operations of all other material subsidiaries, the company has
concluded that there is no impairment of Goodwill arising on consolidation

NON- CURRENT INVESTMENTS


18 INVESTMENTS OF LIFE INSURANCE BUSINESS

(Rs. in Crores)
March 31, 2016 March 31, 2015
i) Shareholders’ Investments (valued at cost unless specified otherwise)
Quoted (Trade)
Investment in
Government or Trust Securities 428.30 332.74
Debentures/Bonds 167.63 129.89
595.93 462.63

Annual Report 2015-16 155


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

NON- CURRENT INVESTMENTS


18 INVESTMENTS OF LIFE INSURANCE BUSINESS

(Rs. in Crores)
March 31, 2016 March 31, 2015
ii) Policyholders’ Investments (valued at cost unless otherwise specified)
Quoted (Trade)
Investment in
Equity instruments (at market value) 322.89 277.00
Government or Trust Securities 3,886.53 2,991.95
Debentures/Bonds 1,984.07 2,025.57
6,193.49 5,294.52
Unquoted (Trade)
Other Securities (Policy Loan) 152.40 * 67.20
6,941.82 5,824.35
Aggregate value of quoted investments (Market value Rs. 7,016.03 crores 6,789.42 5,757.15
(PY Rs. 6,035.05 crores))
Aggregate value of unquoted investments 152.40 67.20
* Policy Loan (par) of Rs. 152.40 crores (PY Rs. 67.20 crores) is excluded from Note 21 and disclosed under Note 18

19 OTHER INVESTMENTS (VALUED AT COST UNLESS STATED OTHERWISE)

(Rs. in Crores)
March 31, 2016 March 31, 2015
Trade (unquoted)
Government Securities
Government Securities (lodged as security deposits with various authorities) 0.01 0.01
Non Trade
Unquoted, At Cost
Investments in debenture/bonds ^ - -
Others
Faering Capital (2,37,753 units of Rs. 1000 each (PY 1,80,716 units)) 23.78 18.07
Haldia Integrated Development Agency Ltd (5,00,000 units of Rs. 10 each 0.50 0.50
(PY 5,00,000 units))
Suryadev Alloys (2,500 shares of Rs. 10 each (PY 2,500 shares)) 0.03 0.03
Quoted
Equity Shares, Fully Paid Up
Hathway Cable and Datacom Limited (54,62,830 shares of Rs. 2 each (PY 54,62,830 shares)) 26.22 26.22
50.54 44.83
(i) Aggregate value of unquoted investments - 24.32 18.61
(ii) Aggregate value of quoted investments (Market value Rs. 21.17 crores 26.22 26.22
(PY Rs. 26.80 crores))
(iii) ^ Figures being less than Rs. 50,000 in each case, has not been disclosed.

156 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

20. ASSETS HELD TO COVER LINKED LIABILITIES OF LIFE INSURANCE BUSINESS (VALUED AT MARKET VALUE)

(Rs. in Crores)
March 31, 2016 March 31, 2015
Non-current, quoted, trade investments in
Equity Instruments * 1,203.53 1,531.03
Government or Trust Securities 442.40 334.76
Debentures/Bonds 196.88 335.80
1,842.81 2,201.59
Aggregate market value of quoted investments (Market value Rs. 1,842.81 crores 1,842.81 2,201.59
(PY Rs. 2,201.59 crores))
* Includes Rs. 9.82 crores (PY Rs. 7.03 crores) being 7,04,564 shares of EIL, held by ELI linked to Policyholder’s Funds and liabilities.
These are not eliminated since ELI does not hold these shares on its own account.

21 LONG-TERM LOANS AND ADVANCES

(Rs. in Crores)
March 31, 2016 March 31, 2015
(i) Unsecured considered good, unless otherwise stated
a) Capital advances 19.33 61.78
b) Deposit - Others 30.39 30.69
c) Prepaid expenses 3.92 6.46
d) Advance Payment of Income Tax (net of Provisions) 41.65 56.04
(including MAT credit entitlement)
e) Loans against Insurance Policy (secured) - 15.43
f) Balances with Customs, Sales Tax & Excise Authorities 33.05 26.75
g) Loans and advances to others 0.03 1.32
h) Loans to employees 0.39 0.58
(ii) Unsecured considered doubtful
a) Advances recoverable in cash or kind 1.95 5.02
b) Balances with Customs, Sales Tax & Excise Authorities 3.08 2.13
133.79 206.20
Less: Provision for doubtful deposits and advances 5.03 7.15
128.76 199.05

22 OTHER NON-CURRENT ASSETS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Unsecured, Considered good unless stated otherwise
a) Trade Receivables 0.73 1.29
b) Others - 0.05
0.73 1.34
Trade receivables represents portion of Receivables which are recoverable after more than 12 months from the Balance Sheet date.

Annual Report 2015-16 157


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

CURRENT ASSETS
CURRENT INVESTMENTS
23 INVESTMENTS OF LIFE INSURANCE BUSINESS

(Rs. in Crores)
March 31, 2016 March 31, 2015
i) Shareholders’ Investments (valued at cost unless otherwise specified)
Quoted (Trade)
Investment in
Government or Trust Securities 107.97 80.71
Debentures/Bonds 0.44 30.38
Mutual Fund (at market value) 52.29 84.05
160.70 195.14
ii) Policyholders’ Investments (valued at cost unless otherwise specified)
Quoted (Trade)
Investment in
Government or Trust Securities 46.05 14.38
Debentures/Bonds 40.87 67.82
Mutual Fund (at market value) 69.26 52.30
Certificate of deposits 4.97 0.70
161.15 135.20
321.85 330.34
Aggregate value of quoted investments (Market value Rs. 322.19 crores 321.85 330.34
(PY Rs. 332.59 crores))

24 OTHER INVESTMENTS (AT LOWER OF COST AND FAIR VALUE)

(Rs. in Crores)
March 31, 2016 March 31, 2015
Units of mutual funds (Non Trade)
Unquoted 932.84 148.56
932.84 148.56
Aggregate value of unquoted investments 932.84 148.56

158 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

25 ASSETS HELD TO COVER LINKED LIABILITIES OF LIFE INSURANCE BUSINESS (VALUED AT MARKET VALUE)

(Rs. in Crores)
March 31, 2016 March 31, 2015
Current, quoted, trade investments in
Government or Trust Securities 167.77 129.62
Debentures/Bonds 9.15 8.46
Mutual Fund 95.05 79.64
Certificate of deposits 28.00 21.68
299.97 239.40
Other current assets
Bank balances 0.55 1.98
Interest and dividend accured on investments 20.14 24.24
Outstanding contracts (net) (11.42) 1.59
9.27 27.81
309.24 267.21

Aggregte value of quoted investments (Market value Rs. 299.97 crores 299.97 239.40
(PY Rs. 239.40 crores)

26 INVENTORIES

(Rs. in Crores)
March 31, 2016 March 31, 2015
(At Lower of cost and net realisable value)
a) Stores, spare parts, loose tools etc 27.07 29.80
b) Raw materials and components [Including in transit Rs. 58.01 crores 306.43 464.07
(PY Rs. 66.62 crores)]
c) Work-in-progress 409.77 491.49
d) Finished goods 409.35 540.12
Add: Excise Duty 80.70 98.80
490.05 638.92
e) Trading Goods (Including in transit NIL (PY Rs. 0.17 crores)) 12.56 22.08
1,245.88 1,646.36

Annual Report 2015-16 159


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

27 TRADE RECEIVABLES (UNSECURED)

(Rs. in Crores)
March 31, 2016 March 31, 2015
a) Outstanding for a period exceeding six months from the date they are due for payment
Considered good 22.26 26.86
Doubtful 11.41 11.08
33.67 37.94
Less :- Provision for doubtful debts 11.41 11.08
22.26 26.86
b) Other Debts
Considered good 699.90 663.29
Total 722.16 690.15
(Refer note no. 43 for related party disclosure)

28 CASH AND BANK BALANCE

(Rs. in Crores)
March 31, 2016 March 31, 2015
Cash and Cash Equivalents
a) Balances with banks on
Current / Cash Credit Account 238.54 162.44
Deposit having original maturity of three months or less 0.01 0.01
b) Cheques, drafts in hand 33.47 29.56
c) Cash in hand 14.63 9.15
d) In term deposits * 0.14 0.11
e) Unpaid Dividend Account 7.20 6.20
293.99 207.47
* Includes Rs. 0.09 crores (PY Rs. 0.09 crores) with commercial tax department (Govt. of J&K) as security under GST and Rs. 0.05 crores (PY Rs. 0.02 crores)
as margin money for Bank Guarantee.

29 SHORT-TERM LOANS AND ADVANCES

(Rs. in Crores)
March 31, 2016 March 31, 2015
Unsecured considered good
a) Advances recoverable in cash or kind 41.88 41.39
b) Prepaid Expenses 14.79 14.18
c) Balances with Customs, Sales Tax & Excise Authorities 45.13 29.94
d) Deposits - Others 17.26 11.38
e) Loans to employees 3.91 3.10
f) Claims receivable 9.60 0.69
Unsecured considered doubtful
Advances recoverable in cash or kind 3.74 -
Claims receivable 3.55 0.48
139.86 101.16
Less:- Provision for doubtful advances and claims 7.29 0.48
132.57 100.68

160 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

30 OTHER CURRENT ASSETS

(Rs. in Crores)
March 31, 2016 March 31, 2015
Unsecured, Considered good
a) Interest accrued on investment 172.29 151.41
b) Others - related to life insurance business* 46.44 178.21
218.73 329.62
* Comprises of :
Investment held to meet Policy holders dues/Claims 38.09 125.58
Unit subscription Receivable-Policyholder 3.59 26.05
Due from employee on termination 3.34 3.13
Others 1.42 23.45
46.44 178.21

31 REVENUE FROM OPERATIONS

(Rs. in Crores)
2015-16 2014-15
A Sale of products
Finished Goods 7,935.37 7,882.15
Traded Goods 35.34 50.33
7,970.71 7,932.48
Less: Excise duty 920.83 786.11
7,049.88 7,146.37
B Sale of Services
Life Insurance premium (net) 2,015.71 2,013.64
C Other Operating Income
Investment Income of Life Insurance Policyholders’ Fund related to 413.85 374.94
Non-Linked Business
9,479.44 9,534.95
(i) Sales are net of price adjustments settled during the year by the Group and
discounts, trade incentives, VAT, Sales Tax, etc.
(ii) Excise duty includes Rs. 38.24 crores (PY Rs. 35.37 crores) paid on batteries issued
towards warranty claims.
35.34 50.33

Annual Report 2015-16 161


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

32. OTHER INCOME

(Rs. in Crores)
2015-16 2014-15
Interest Income on
Income Tax refunds 1.46 1.82
Others 0.92 0.55
Interest Income on investments
Non-current 44.32 37.13
Current 9.90 6.29
Dividend Income on current investments 29.29 15.83
Net gain on sale of investments 13.99 18.42
Gain on sale of fixed assets 1.01 0.65
Net Foreign Exchange Gain 3.92 0.33
Bad debt recovered - 0.39
Income from Service/Installation 3.20 3.49
Other operating income 27.08 10.25
135.09 95.15

33. COST OF RAW MATERIALS AND COMPONENTS CONSUMED

(Rs. in Crores)
2015-16 2014-15
Opening Stock 464.07 413.60
Add: Purchases (including Processing charges, Procurement expenses etc, and after 3,964.26 4,877.95
adjusting Cenvat Credits) 4,428.33 5,291.55
Less: Closing Stock 306.43 464.07
4,121.90 4,827.48
Materials consumed includes warranty costs Rs. 130.55 crores (PY Rs. 157.57 crores)
and is net off export incentives Rs. 5.68 crores (PY Rs. 7.85 crores)

34 (INCREASE) / DECREASE IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND TRADED GOODS

(Rs. in Crores)
2015-16 2014-15
Opening Stock
Work-in-progress 491.49 361.29
Finished goods 540.12 435.80
Traded Goods 22.08 6.58
1,053.69 803.67
Closing Stock
Work-in-progress 409.77 491.49
Finished goods 409.35 540.12
Traded Goods 12.56 22.08
831.68 1,053.69
(Increase) / Decrease in Excise Duty on Finished Goods 18.10 (39.00)
240.11 (289.02)

162 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

35. EMPLOYEE BENEFIT EXPENSES

(Rs. in Crores)
2015-16 2014-15
Salaries and wages 730.55 648.39
Contribution to provident and other funds (Refer Note 42) 51.72 45.49
Staff welfare expenses 68.83 67.05
851.10 760.93

36. FINANCE COSTS

(Rs. in Crores)
2015-16 2014-15
Interest expenses 1.52 2.86
Other borrowings costs 0.13 0.35
1.65 3.21

37. DEPRECIATION AND AMORTISATION

(Rs. in Crores)
2015-16 2014-15
Depreciation of tangible assets 167.35 146.22
Amortisation of intangible assets 12.61 9.10
179.96 155.32

38. OTHER EXPENSES

(Rs. in Crores)
2015-16 2014-15
Stores and spare parts consumed 64.22 69.46
Power and Fuel 251.66 265.91
Battery Charging / Battery assembly expenses 106.43 126.25
Repairs and Maintenance
Buildings 9.55 13.71
Plant & machinery 32.04 33.62
Others 21.21 18.20
Rent & Hire Charges (Refer Note 46) 66.32 62.61
Rates and taxes 17.84 9.94
Insurance 6.44 3.20
Commission 142.54 130.72
Royalty and Technical Aid Fees 34.58 29.70
Benefits paid to Life Insurance policyholders 1,038.68 1,507.09
Publicity and Sales Promotion 239.98 182.54
Freight & Forwarding (net) 207.70 225.40
Cash Discounts 59.08 63.51
After Sales Services 44.36 44.43

Annual Report 2015-16 163


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

38. OTHER EXPENSES

(Rs. in Crores)
2015-16 2014-15
C & F Expenses 25.55 26.40
Travelling & Conveyance 46.86 41.03
Bank Charges 5.47 6.11
Communication Costs 16.71 15.12
Donations 0.03 0.21
Directors' Sitting Fees 0.36 0.19
Loss on Fixed assets sold/discarded 4.56 0.91
Auditors' Remuneration 1.78 1.63
Bad Debts written off 0.12 0.01
Provision for doubtful debts 0.97 7.46
Provision for doubtful Loans and Advances 1.12 -
Miscellaneous expenses (Refer Note 39) 103.97 73.62
2,550.13 2,958.98

39. MISCELLANEOUS EXPENSES

(Rs. in Crores)
2015-16 2014-15
Motor Vehicle Running Expenses 6.65 5.34
Consultancy & Services outsourced 55.02 28.98
Security Service Charges 10.53 10.00
General Expenses 2.94 4.40
Legal Expenses 4.14 3.63
Printing & Stationery 10.07 9.22
TQM Expenses 0.85 0.45
CSR Expenses 5.19 4.02
Pollution Control Expenses 6.23 5.81
Testing Charges 1.10 0.77
Liquidated Damages 0.03 -
Battery erection / Installation Costs 1.22 1.00
103.97 73.62

40. CHANGE IN VALUATION OF LIABILITY IN RESPECT OF LIFE INSURANCE POLICIES IN FORCE

(Rs. in Crores)
2015-16 2014-15
Surplus/(deficit) in par and unit linked funds adjusted from existing surplus 40.54 19.02
Release from fund for Future Approriation (19.56) (17.35)
Change in valuation of liability in respect of life insurance policies in force 656.42 939.24
Investment income on Life Insurance Policyholders' fund related to linked business (83.14) (714.38)
594.26 226.53

164 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

41 SEGMENT REPORTING
The group’s business is organised in three primary business segments, ‘Storage Batteries & allied products’, ‘Solar Lantern &
Homelights’ and ‘Life Insurance business’. Storage batteries & allied products and life insurance business being the only
reportable segment, Non reportable segment is shown as others. The products/services included in each of the reported
business segments are as follows:

a) Storage batteries & allied products - The holding company and some of its subsidiaries manufactures lead acid storage
batteries and allied products.

b) Life Insurance business - This segment relates to the nation wide life insurance business carried by one of the
subsidiaries.

Segment information for the group is as under:


Business Segments
Year ended March 31, 2016

(Rs. in Crores)
Particulars Storage Batteries Life Insurance Others Total
& allied products Business
Revenue (Gross Sale) 7,950.37 2,429.55 20.35 10,400.27
Segment Results 891.60 68.47 0.97 961.04
Unallocated expenses -
Operating Profit 961.04
Finance Cost 1.65
Other income excluding finance income 49.20
Profit before tax 1,008.59
Income taxes 292.17
Profit after tax 716.42
As at March 31, 2016
Segment assets 3,726.51 9,234.07 1.82 12,962.40
Unallocated assets 2,363.56
Total assets 15,325.96
Segment liabilities 1,484.71 9,160.72 14.83 10,660.26
Unallocated liabilities 241.21
Total liabilities 10,901.47
Other Segment information
Capital expenditure:
Tangible assets 445.83 17.73 - 463.56
Intangible assets 11.36 4.95 - 16.31
Depreciation 162.65 4.58 0.12 167.35
Amortization 10.36 2.25 - 12.61

Annual Report 2015-16 165


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

Business Segments (contd.)


Year ended March 31, 2015
(Rs. in Crores)
Particulars Storage Batteries Life Insurance Others Total
& allied products Business
Revenue (Gross Sale) 7,905.26 2,388.58 27.22 10,321.06
Segment Results 780.38 61.28 1.54 843.20
Unallocated expenses -
Operating Profit 843.20
Finance Cost 3.21
Other income including finance income 33.54
Profit before tax 873.53
Income taxes 257.20
Profit after tax 616.33
As at March 31, 2015
Segment assets 3,777.28 8,618.64 2.33 12,398.25
Unallocated assets 1,489.10
Total assets 13,887.35
Segment liabilities 1,306.44 8,535.19 6.46 9,848.09
Unallocated liabilities 185.44
Total liabilities 10,033.53
Other Segment information
Capital expenditure:
Tangible assets 349.86 - - 349.86
Intangible assets 8.01 - - 8.01
Depreciation 143.00 3.08 0.14 146.22
Amortisation 6.96 2.14 - 9.10
Other non-cash expenses

Geographical Segments
The Company primarily operates in India and therefore the analysis of geographical segment is demarcated into its Indian and
Overseas operations as under:
Year ended March 31, 2016
(Rs. in Crores)
Particulars India Overseas Total
Revenue (Gross Sale) 9,828.83 571.44 10,400.27
Other Segment information :
Segment assets 15,053.22 272.74 15,325.96
Unallocated assets 2,363.56
Additions :
Tangible assets 339.94 29.99 369.93
Intangible assets 16.31 - 16.31

166 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

Geographical Segments (contd.)


Year ended March 31, 2015
(Rs. in Crores)
Particulars India Overseas Total
Revenue (Gross Sale) 10,040.82 280.24 10,321.06
Other Segment information :
Segment assets 12,226.03 172.22 12,398.25
Unallocated assets 1,489.10
Additions :
Tangible assets 342.79 7.07 349.86
Intangible assets 8.01 - 8.01

42 GRATUITY AND OTHER POST EMPLOYMENT BENEFIT PLANS


i) The Group has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to
Gratuity on terms not less favourable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded with an
insurance company.

ii) The Group provides certain post-retirement medical benefits (PRMB) to the employees qualifying for such benefits under the
scheme upto March 31, 2006, and accordingly the number of beneficiaries is frozen on that date. This benefit is unfunded.

iii) The Group has a Pension plan, a part of the liability whereof upto March 31, 2003 is in the nature of a defined benefit plan. From
April 01, 2003 onwards, pension remains as a defined contribution liability which is funded annually with an insurance company.

iv) The Group also extends benefit of compensated absences to the employees, whereby they are eligible to carry forward their
entitlement of earned leave for encashment upon retirement/separation. This is an unfunded plan. The following tables
summarise the components of net benefit expense recognised in the statement of profit and loss and the funded status and
amounts recognised in the balance sheet for the respective plans.

(Rs. in Crores)
For the year ended March 31, 2016 For the year ended March 31, 2015
Gratuity Pension PRMB Gratuity Pension PRMB
Plan (Benefit) Plan (Benefit)
I Expenses recognised in the Statement of
Profit & Loss
1 Current / Past Service Cost 6.76 - 0.10 5.76 - 0.08
2 Interest Cost 5.92 0.43 0.34 5.59 0.49 0.32
3 Expected Return on plan assets 6.67 0.27 - 5.87 0.34 -
4 Actuarial (Gains) / Losses 9.13 (0.21) 0.10 6.36 (0.04) 0.45
5 Total Expense 15.14 (0.05) 0.54 11.84 0.11 0.85
II Net Asset / (Liability) recognised in the
Balance Sheet
1 Present Value of Defined Benefit 90.92 5.42 4.65 78.05 5.77 4.37
Obligation
2 Fair Value of Plan Assets 83.14 3.02 - 74.44 3.74 -
3 Net Asset / (Liability) (7.78) (2.40) (4.65) (3.61) (2.03) (4.37)

Annual Report 2015-16 167


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

(Rs. in Crores)
For the year ended March 31, 2016 For the year ended March 31, 2015
Gratuity Pension PRMB Gratuity Pension PRMB
Plan (Benefit) Plan (Benefit)
III Change in Obligation during the year
1 Present Value of Defined Benefit 78.05 5.77 4.37 66.75 5.82 3.70
Obligation at the beginning of the year
2 Current Service Cost / Plan 6.76 - 0.10 5.84 - 0.08
amendments
3 Interest Cost 5.92 0.43 0.34 5.59 0.49 0.32
4 Benefits Paid 7.83 0.68 0.26 6.27 0.41 0.18
5 Actuarial (Gains) / Losses 8.02 (0.10) 0.10 6.14 (0.13) 0.45
6 Present Value of Defined Benefit 90.92 5.42 4.65 78.05 5.77 4.37
Obligation at the end of the year
IV Change in the Fair Value of Plan Assets
during the year
1 Plan assets at the beginning of the 74.44 3.74 - 66.26 4.47 -
year
2 Expected return on plan assets 6.67 0.27 - 5.87 0.34 -
3 Contribution by employer 10.95 (0.42) - 8.83 (0.57) 0.18
4 Actual Benefits Paid 7.81 0.68 - 6.28 0.41 0.18
5 Actuarial Gains / (Losses) (1.11) 0.11 - (0.23) (0.09) -
6 Plan assets at the end of the year 83.14 3.02 - 74.45 3.74 -
7 Actual return on Plan Assets 5.56 0.38 - 5.64 0.25 -
V In 2016-17 EIL expects to contribute Rs. 5.00
crores (PY Rs. 6.00 crores) to gratuity and
Rs. 3.75 crores (PY Rs. 3.50 crores) to Pension.
VI The major categories of plan assets as a
percentage of the fair value of total
plan assets
Investments with insurer 100% 100% - 100% 100% -

VII Actuarial Assumptions EIL CML CPSSL ELI


1 Discount Rate 7.50% p.a (8.00%) 7.50% p.a 7.50% p.a (8.00%) 7.80% p.a (7.80%)
(8.00%)
2 Expected rate of return on 9.00% p a (9.00%) Unfunded 9.00% p.a (9.00%) 7.25% p.a (7.25%)
plan assets
3 Mortality pre retirement Indian Assured Lives Mortality Standard table LIC
(2006-08) (modified) Ult. (1994-96)
4 Mortality post retirement LIC (1996-98) Ultimate
5 Employee Turnover Rate 2.00% 2.00% 2.00% First 2 yrs- 8%
(2.00%) (2.00%) (0% to 4.20%) thereafter-6%

168 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

VIII Healthcare cost trend rates have no effect on the amounts recognised in the Statement of Profit and Loss, since the benefit
is in the form of a fixed amount as per the various grades, which is not subject to change.

IX The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.

X Contribution to Provident and Other Funds includes Rs. 20.96 crores (PY Rs. 18.82 crores) paid towards Defined Contribution
Plans

XI The above disclosures are made for all the Indian companies within the Group.

Gratuity and Other Post employment Benefit Plans


(Rs. in Crores)
XII Amounts for the current and previous four periods Year ended Year ended Year ended Year ended Year ended
are as follows : March 16 March 15 March 14 March 13 March 12
1 Gratuity
Defined Benefit Obligation 90.92 78.05 66.75 66.66 49.43
Plan Assets 83.14 74.44 66.26 64.02 50.27
Surplus / (deficit) (7.78) (3.61) (0.49) (2.64) 0.84
Experience Gain / (loss) adjustments on plan liabilities (5.10) (2.10) (1.34) (3.07) (0.57)
Experience Gain / (loss) adjustments on plan assets (1.11) (1.05) 0.28 (0.11) 0.09
2 Pension
Defined Benefit Obligation 5.42 5.77 5.82 7.26 7.25
Plan Assets 3.02 3.74 4.47 6.13 8.65
Surplus / (deficit) (2.40) (2.03) (1.35) (1.13) 1.40
Experience Gain / (loss) adjustments on plan liabilities 0.17 0.26 0.54 0.49 0.19
Experience Gain / (loss) adjustments on plan assets 0.11 (0.09) 0.12 0.01 0.07
3 Post Retirement Medical Benefit
Defined Benefit Obligation 4.65 4.37 3.70 3.61 3.51
Experience Gain / (loss) adjustments on plan liabilities 0.08 (0.20) (0.06) 0.21 0.16

Annual Report 2015-16 169


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

43 RELATED PARTY DISCLOSURE:


i) Particulars of related parties :
1. Enterprise / Individuals having Chloride Eastern Limited, UK. (CEL) } Control over EIL
a direct or indirect control over Chloride Eastern Industries Pte Limited, } Control over EIL
the Company Singapore (CEIL)
LIEC Holdings SA, Switzerland } Control over EIL
Mr. S. B. Raheja } Control over EIL
Brown & Company PLC } Control over ABML
Standard Finance Ltd. } Control over ABML

2. Key Management Personnel Mr. P K Kataky EIL


(As on March 31, 2016) Mr. G Chatterjee EIL
Mr. A K Mukherjee EIL
Mr. Nadeem Kazim EIL
Mr. Subir Chakraborty EIL
Mr. Jitendra Kumar EIL (from 30th April, 2015)
Mr. Supriya Coomer EIL (till 31st March, 2015)
Mr. Samyajit Chaudhury CBSEA (resigned w.e.f. 5th Nov, 2015)
Mr. Freddy Tan Teng Siah CBSEA
Mr. M.Ramachandran ABML
Mr. A. Ghosal Espex
Mr. Jahar Sengupta CPSSL
Mr. Sourav Ghosh CML
Mr. U.B. Agrawal CAIL
Mr. Kshitij Jain ELI
Mr. Uco Vegter ELI (Resigned w.e.f. 19 December, 2014)
Mr. Anil Kumar C ELI (Appointed w.e.f. 01 April, 2015)
Mr. Rangarajan B N ELI (Appointed w.e.f. 01 April, 2015)
Mr. Parag Mathur ELI (Resigned w.e.f. 04 November, 2015)
3. Name of the Companies / Shalini Construction Company Private Limited EIL
firms / in which Directors / Key Peninsula Estates Private Limited EIL
Management Personnel have Raheja QBE General Insurance Company Limited EIL & ELI
significant influence with whom Klevenberg (Pvt) limited ABML
transactions have happened Browns Thermal Engineering (Pvt) Limited ABML
during the year. Exide Life Insurance Employee Group Gratuity ELI
cum Life Assurance Scheme (Trust)
Development Credit Bank Limited ELI
Asianet Satellite Communication Private Limited ELI
Hathway Cable & Datacom Limited ELI
Juhu Beach Resort Limited ELI
H & R Johnson (India) A Division of Prism ELI
Cement Limited
Sonata Software Limited ELI
Outlook Publishing (India) Private Limited ELI

170 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

ii) Details of transactions entered into with the related parties :


(Rs. in Crores)
Associated Companies Enterprise/Individuals Key Companies / firms in which Total
having direct or indirect Management directors / their relatives are
control Personnel interested
Transaction Balance Transaction Balance Transaction Transaction Balance Transaction Balance
Value Outstanding Value Outstanding Value Value Outstanding Value Outstanding
as on as on as on as on
31-03-2016 31-03-2016 31-03-2016 31-03-2016
Purchases of goods -
- Brown & company PLC - - 0.63 0.08 - - - 0.63 0.08
- - - -
- Klevenberg (Pvt) limited - - - - - 0.75 0.02 0.75 0.02
- - - - - - - - -
- Browns Thermal - - - - - 5.26 1.08 5.26 1.08
Engineering (Pvt) Limited
- - - - - (3.51) (0.47) (3.51) (0.47)
Sale of goods - Brown & - - 105.63 14.25 - - - 105.63 14.25
company PLC
- - - - - - - - -
- Browns Thermal - - - - - - 0.28 - 0.28
Engineering (Pvt) Limited
- - (75.90) (14.13) - - (75.90) (14.13)
- Klevenberg (Pvt) limited - - - - - 18.00 3.22 18.00 3.22
- - - - - (14.80) (2.33) (14.80) (2.33)
Technical Assistance - - 0.12 - - - 0.12 -
Expenses - CEIL - - (0.12) - - - - (0.12) -
Trade Mark Expenses - - 0.03 - - - - 0.03 -
- CEIL - - (0.02) - - - - (0.02) -
Life insurance premium
- Exide Life Insurance - - - - - 10.73 - 10.73 -
Employee Group Gratuity
cum Life Assurance - - - - - (1.44) - (1.44) -
Scheme (Trust)
- Raheja QBE General - - - - - 0.02 - 0.02 -
Insurance Company
- - - - - (0.03) - (0.03) -
Limited

- Development Credit - - - - - 0.33 - 0.33 -


Bank Limited - - - - - - - - -
- Asianet Satellite - - - - - 0.16 - 0.16 -
Communication Private
- - - - - - - - -
Limited
- Hathway Cable & - - - - - 2.82 - 2.82 -
Datacom Limited - - - - - - - - -
- Juhu Beach Resort - - - - - 0.59 - 0.59 -
Limited - - - - - - - - -

- H & R Johnson (India) A - - - - - 0.46 - 0.46 -


Division of Prism Cement
- - - - - - - - -
Limited
- Sonata Software Limited - - - - - 0.21 - 0.21 -
- - - - - - - - -
- Outlook Publishing - - - - - 0.01 - 0.01 -
(India) Private Limited - - - - - - - - -

Annual Report 2015-16 171


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

ii) Details of transactions entered into with the related parties :


(Rs. in Crores)
Associated Companies Enterprise/Individuals Key Companies / firms in which Total
having direct or indirect Management directors / their relatives are
control Personnel interested
Transaction Balance Transaction Balance Transaction Transaction Balance Transaction Balance
Value Outstanding Value Outstanding Value Value Outstanding Value Outstanding
as on as on as on as on
31-03-2016 31-03-2016 31-03-2016 31-03-2016
Benefits paid
- Exide Life Insurance - - - - - 9.54 9.54 -
Employee Group Gratuity
cum Life Assurance - - - - - (2.11) (2.11) -
Scheme (Trust)
- Hathway Cable & - - - - - 2.78 2.78 -
Datacom Limited - - - - - - - -
- Development Credit - - - - - 0.06 0.06 -
Bank Limited - - - - - - - -

- Asianet Satellite - - - - - 0.12 0.12 -


Communication Private
- - - - - - - -
Limited

- Juhu Beach Resort - - - - - 0.01 0.01 -


Limited - - - - - - - -

- Sonata Software Limited - - - - - 0.10 0.10 -


- - - - - - - -
Investment made in the
funds of the company
- Hathway Cable & - - - - - 10.17 - 10.17 -
Datacom Limited - - - - - - - - -
Salary paid and
reimbursements made on
behalf of the company
- Exide Life Insurance - - 0.01 - - - 0.01 -
Employee Group Gratuity
cum Life Assurance - - - - - - -
Scheme (Trust)
Contribution made to
Gratuity Trust
- Exide Life Insurance - - 10.73 - - - 10.73 -
Employee Group
Gratuity cum Life - - (1.44) - - - (1.44) -
Assurance Scheme (Trust)
Services provided by the
company - Premium Paid
- Raheja QBE General - - 0.07 - - - 0.07 -
Insurance Company
- - - - - -
Limited

Dividend paid - - 0.80 - - 0.80 -


- Standard Finance Ltd. - - (0.61) - - (0.61) -

172 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

ii) Details of transactions entered into with the related parties :


(Rs. in Crores)
Associated Companies Enterprise/Individuals Key Companies / firms in which Total
having direct or indirect Management directors / their relatives are
control Personnel interested
Transaction Balance Transaction Balance Transaction Transaction Balance Transaction Balance
Value Outstanding Value Outstanding Value Value Outstanding Value Outstanding
as on as on as on as on
31-03-2016 31-03-2016 31-03-2016 31-03-2016
Rent and Maintenance
Costs -
- Shalini Construction - - - - - 0.41 0.41
- - - - - (0.41) (0.41)

- Peninsula Estates - - - - - 0.10 0.10


- - - - - (0.10) (0.10)
Insuarance Expenses -
- Raheja QBE General 0.02 0.02
Insurance Company
Limited
(0.02) (0.02)
Rental Income - - 0.05 - - 0.05 -
- CEIL
- - (0.06) - - (0.06) -
Remuneration
to Directors - - - - 19.45 - 19.45 6.13
- - - - (15.89) - (15.89) (5.15)
to Others - - - - 3.36 - 3.36 -
- - - - (3.47) - (3.47) -
(Figure in bracket represents previous year figures)

44 ACTUARIAL METHOD AND ASSUMPTIONS FOR THE Return have been set up as the sum of the policy
LIFE INSURANCE BUSINESS fund balances as at 31 March, 2016 plus additional
Liability for policies in force (‘the Liability’) is determined reserves for excess of expenses over policy charges.
by the Appointed Actuary in accordance with generally
accepted actuarial practice as well as the requirements The assumptions used for calculating the liability are
of the Insurance Act, 1938 and the regulations notified by provided below:
IRDAI and relevant actuarial practice standards issued by
Institute of Actuaries of India. i. Mortality & Morbidity:
Mortality is considered according to the Indian
(a) Traditional Individual Business Assured Lives Mortality Table (2006-08) - Modified
The Liability on a policy is calculated based using the Ultimate and varies between 99% and 217.5% of the
‘Gross Premium Method’, representing the present table (last year 90% and 135% of Indian Assured Lives
value of expected future outgo including benefits Mortality Table (1994-96). Morbidity assumption
(including future bonuses for participating policies) is based on the CIBT 93 Table. For term products,
and future expenses less present value of expected mortality assumption varies between 51% - 145% of
future premium. Further, a reserve for death claims the Indian Assured Lives Mortality Table (2006-08) -
that may have been Incurred But are Not yet Modified Ultimate (Last Year mortality assumptions
Reported to the Company (IBNR) is also maintained. for term products were 51%-145% of the of Indian
The reserves for the Best Years Retirement Plan, ING Assured Lives Mortality Table (2006-08)).
New Best Year Retirement Plan and ING Assured

Annual Report 2015-16 173


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

ii. Expenses: i. Mortality & Morbidity:


Appropriate allowance for maintenance expenses Mortality is considered according to the Indian
increasing with inflation has been made. Provision Assured Lives Mortality Table (2006-08) - Modified
for initial and renewal commission has been made at Ultimate and varies between 99% and 145% (varies
actual rates payable. by age), (last year 99% and 145% (varies by age) of
Indian Assured Lives Mortality Table (2006-08)).
iii. Valuation discount rate:
Between 5.5% to 6.75% p.a. for all products (Last ii. Expenses:
Year between 5.5% to 6.75% p.a. for all products) Appropriate allowance for maintenance expenses
Assumptions on future bonus rates for participating increasing with inflation has been made. Provision
business have been set to be consistent with for initial and renewal commission has also been
valuation interest rate assumptions. made at actual rates payable.

iv. Lapses: iii. Valuation discount rate (for setting up of Non


Future policy lapses have been assumed based on unit reserve):
the type of policy and the duration for which the 4.5% p.a. (last year 4.5% p.a.)
policy has been in force. The lapse rates are based on
current experience of the company. iv. Unit growth rate:
4% to 10% (last year 4% to 10%) depending on the
Margins for Adverse Deviation type of fund.
The assumptions allow for suitable Margins for
Adverse Deviation in the mortality, morbidity, v. Margins for Adverse Deviation
expenses, lapses and valuation discount rate The assumptions allow for suitable Margins for
assumptions as required under regulations and Adverse Deviation in the mortality, morbidity,
actuarial practice standards issued by The Institute of expenses, lapses and valuation discount rate
Actuaries of India. assumptions as required under regulations.

(b) Linked Individual Business (c) Group Business:


The reserves held under the unit-linked products are Unearned Premium method for reserving is adopted
the fund balances (unit reserve) as at 31 March, 2016 for the Group yearly renewable term product. The
plus non-unit reserves. Additional adjustments have Group Single Premium Mortgage/Credit products
also been made to allow for the following: have been valued using the Gross Premium Method
with allowance for future expected expenses.
a. Unearned Premium Reserve in respect of Provision for IBNR reserve has also been made as
mortality charge/rider charge deducted from appropriate.
the policyholder’s account every month.
(d) Linked group business:
b. IBNR reserve for death claims incurred but not The reserves held under the unit-linked products are
reported to company as on the valuation date. the fund balances as at 31 March, 2016.

c. Reserve to meet the guarantees for unit linked (e) Reinsurance Credit
products. The reinsurance credit is calculated on unearned
premium basis, based on the expected reinsurance
d. Non Unit reserves are calculated by discounting premium outgo.
future non unit cash flow, determined based on
assumptions given below:

174 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

(f) Provision for freelook period Discontinued Fund (UL), the returns for this
An additional reserve is held for policies that are funds are guaranteed as per Regulation 11
expected to be cancelled during the Free Look period. of IRDAI (Treatment of Discontinued Linked
The method used to estimate this reserve is given below: Insurance Policies) Regulations, 2010.

a) A proportion of New Business Premium income Discontinued Fund (VIP Pension): As per the
during the period January 2016 to March 2016 regulations, the fund value of lapsed policies
is held as reserve. is transferred to a separate fund namely,
Discontinued Fund (Pension), the returns for
b) The proportion is arrived on the basis of actual this funds are guaranteed as per Regulation
reserving strain due to free look cancellations at 11 of IRDAI (Treatment of Discontinued Linked
previous year. Insurance Policies) Regulations, 2010.

The proportion is determined as: (Reserving 45 INVESTMENTS OF LIFE INSURANCE BUSINESS


strain from free look cancelled NB policies that The Company is maintaining separate funds for
are sold during January 2015 - March 2015) / Shareholders and Policyholders as per section 11 (1B) of
(NB Premium Income for the period January the Insurance Act, 1938. Investments and related incomes
2015 - March 2015). are segregated between Participating, Non Participating,
Unit Linked, Annuity and Pension funds. In respect of
Expected number of free look cancellations is policyholder funds, the allocation of cash / securities to
calculated on the basis of the past experience policyholder is done on a daily basis.
and it is assumed that the business sold three
months prior to the valuation date has a As on 31 March, 2016, none of the investments of the
potential for cancellation. Company have been classified as non-performing as per
the income recognition norms issued by the IRDAI.
Based on latest study, the proportion is in the
range of 2.5%. As on 31 March, 2016, none of the investments of the
Company have been classified / categorised in the
Discontinued Fund (Unit Linked): As per the definition of Loans & Advances as per circular no 32/2/F&A/
regulations, the fund value of lapsed policies Circular/169/Jan/2006-07. In view of this, the Company
is transferred to a separate fund namely, has not made any provisions.

46 OPERATING LEASE COMMITMENTS


Rent and Hire charges include Rs. 60.80 crores (PY Rs. 58.65 crores) towards lease of residential apartments, Office premises
and Godowns. These are cancellable leases, renewable by mutual agreement. The lease term is for various number of years
and renewable for further periods as per the lease agreements at the option of the company. In lease agreements, escalation
clauses are present; however there are no restrictions imposed by the lease agreements. There are no sub-leases.

The future minimum lease amounts under non-cancellable operating lease in case of CML, CAIL, CBSEA, ESPEX and ELI are
payable as follows:

(Rs. in Crores)
2015-16 2014-15
Not later than one financial year 35.33 35.95
Later than one financial year but not later than five financial years 131.88 121.01
Later than five financial years 47.34 81.51

Annual Report 2015-16 175


Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

47. EARNINGS PER SHARE (EPS)

(Rs. in Crores)
2015-16 2014-15
Details for calculation of basic and diluted earning per share:
Profit after tax as per Statement of Profit and Loss and Minority Interest 713.70 614.55
Weighted average number of equity share (Numbers) 85,00,00,000 85,00,00,000
Basic and diluted earning per share (Rs.) 8.40 7.23

48. A UNHEDGED FOREIGN CURRENCY EXPOSURE

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
The following assets and liabilities in foreign currencies as at the Balance Sheet
Date are not hedged
Trade Receivables 52.35 43.07
Dividend and Technical fees receivable 0.11 0.11
Trade Payables for goods & Services 98.23 99.66
Buyers' Credit 102.50 33.28
253.19 176.12

B HEDGED FOREIGN CURRENCY EXPOSURE

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
The following liability in foreign currencies as at the Balance Sheet Date is
hedged
Buyers’ Credit (NIL (PY USD 12,93,771) - Forward Contract) - 8.02
- 8.02

49. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER MSMED ACT, 2006

(Rs. in Crores)
2015-16 2014-15
Principal amount due 8.13 9.27
Interest due on above 0.02 0.19
Amount of interest paid in terms of Sec 16 of the Micro, Small and Medium Enterprise 0.09 0.04
Development Act, 2006
Amount of interest due and payable for the period of delay 0.02 0.19
Amount of interest accrued and remaining unpaid as at year end 0.13 0.29
Amount of further interest remaining due and payable in the succeeding year - -

176 Exide Industries Limited


THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

50. CAPITAL AND OTHER COMMITMENTS

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Commitment for acquisition of fixed assets 271.37 395.63
Commitment for investment 35.27 1.27
Other Commitments 55.03 71.68
361.67 468.58

51. CONTINGENT LIABILITIES

(Rs. in Crores)
As at As at
March 31, 2016 March 31, 2015
Outstanding Bank Guarantees / Indemnity Bonds 26.73 29.68
Sales Tax demands 31.21 34.18
Excise Duty demands* 36.49 34.87
Service Tax demands** 243.58 246.81
Income Tax demands 18.27 16.60
Other claims being disputed 0.44 0.44
Other Contractual Obligation 14.05 12.52
Claim from a landlord, an appeal whereby is pending in Hon'ble Bombay High Court Not Ascertainable Not Ascertainable
370.77 375.10

* Includes a Demand of Rs. 32.60 crores plus penalties, as applicable, for the period June 2006-May 2009 on the grounds that Excise Duty was payable on
the MRP of batteries. The Company has contested applicability of The Standards of Weights & Measures Act, 1976 and Rules thereunder, as it is still to be
adjudicated by the Hon’ble Supreme Court. Meanwhile, Company has been granted a stay on this Excise Duty demand by CESTAT, Kolkata.

**
a) ELI has received three demand orders on December 28, 2012 from the Office of the Commissioner of Service tax with respect to excess utilisation
of CENVAT credit for payments of service tax liability for the financial years 2008-09, 2009-10 & 2010-11 amounting to Rs. 231.23 crores. The
authority has also demanded applicable interest for delay in payment of the service tax and an amount equivalent to the service tax demand as
penalty. ELI has made a deposit of Rs. 17.00 crores on May 26, 2014 in respect of the above demands based on the stay order passed by CESTAT on
April 1, 2014. The main matter is pending for hearing.

b) ELI has received a demand order of Rs. 12.35 crores along with interest & penalty on December 24, 2014 from DGCEI with respect to sales promotion
and agent training expenses from the PY 2008 to 2013. The company has made a pre-deposit of Rs. 0.93 crores (7.5%) along with the appeal filed
before the Appellate Tribunal (CESTAT) against the order on March 20, 2015.

c) During the year, CML has received an order from the Karnataka Appellate Tribunal at Bangalore relating to Karnataka State Value Added Tax
dismissing the plea of the Company relating to Chloride Alloys India Limited (CAIL), which has been merged with the Company w.e.f. 1st April
2015. In terms of the share purchase agreement between the Holding Company and the erstwhile promoters of CAIL, all liabilities relating to this
matter will be borne by the erstwhile promoters. The demand arising from the aforesaid matters is Rs. 28,04,64,753, including interest and penalty
upto the date of service of the notice. The possible interest for the period thereafter upto the balance sheet date is expected to be approximately
Rs. 13,95,00,000. The Company does not expect any liability to accrue in this matter as the amount is fully recoverable from the erstwhile promoters,
as per the Share Purchase agreement, in case of any adverse decision at the higher forum. As an abundant precaution, the Share Purchase amount
is still held in Escrow Account with the Bank between the Holding Company and erstwhile Promoters of CAIL. The Company/erstwhile Promoters
propose to appeal against the order to the High Court.

Annual Report 2015-16 177


52 ADDITIONAL INFORMATION IN RESPECT OF NET ASSETS AND PROFIT / LOSS OF EACH ENTITY WITHIN THE GROUP AND THEIR
PROPORTIONATE SHARE OF THE TOTALS

Name of the entity As at March 31, 2016 2015-16 As at March 31, 2015 2014-15
Net Assets, i.e.
Total assets minus
Share in
Profit or Loss
Net Assets, i.e.
Total assets minus
Share in
Profit or Loss
Notes
total liabilities total liabilities
As% of Amount As% of Amount As% of Amount As% of Amount
Consolidated (Rs. Crores) Consolidated (Rs. Crores) Consolidated (Rs. Crores) Consolidated (Rs. Crores)
net assets net assets net assets net assets
Parent

178 Exide Industries Limited


Exide Industries Limited 63.51% 2,800.76 85.92% 613.22 60.94% 2,340.76 88.70% 545.08
Subsidiaries
Chloride International Limited (CIL) 0.14% 6.17 0.06% 0.43 0.16% 6.12 0.07% 0.41
Chloride Power Systems & Solutions Ltd. (CPSSL) 0.31% 13.52 0.23% 1.64 0.35% 13.31 0.69% 4.21
Chloride Metals Ltd. (CML) 3.13% 137.98 2.27% 16.23 1.30% 49.86 0.06% 0.37
Chloride Alloys India Ltd. (CAIL) (Refer note (v) of - - - - 2.04% 78.54 0.59% 3.60
Principles of consolidation)
Exide Life Insurance Company Limited (ELI) 30.96% 1,365.11 12.44% 88.76 33.23% 1,276.35 10.62% 65.26
Foreign
Chloride Batteries S. E. Asia Pte Ltd. (CBSEA) & its wholly 1.41% 62.26 -1.65% (11.79) 1.42% 54.53 -1.31% (8.04)
owned subsidiary (Exide Batteries Pvt. Ltd.)
Espex Batteries Limited (ESPEX) 0.11% 4.91 0.12% 0.87 0.11% 4.25 0.12% 0.82
Associated Battery Manufacturers (Ceylon) Ltd. (ABML) 0.43% 19.17 0.61% 4.34 0.45% 17.32 0.46% 2.84
Total 100.00% 4,409.88 100.00% 713.70 100.00% 3,841.04 100.00% 614.55
to the Consolidated Financial Statements as at and for the year ended March 31, 2016
THE EXIDE
STORY GOVERNANCE FINANCIALS
Consolidated Financials

Notes
to the Consolidated Financial Statements as at and for the year ended March 31, 2016

53 ABML - a case has been filed against ABML with respect of the Public Nuisance and the case is based on the Public Nuisance
caused by the impact to the environment as a result of dumping of wastes of ABML at a remote area in Kalatura. The management
of ABML is of the view that the outcome of the litigation may not cause any adverse financial impact on ABML.

In the current year, the expense ratio of ELI as per erstwhile Rule 17D regulations for the current Financial Year is higher than
the prescribed limit, the management is committed to bring down expense levels in line with the regulatory requirements. The
management has drawn up a detailed plan to bring expense ratio within the allowable limits and as per current estimates the
company expects to be within the prescribed limits by the end of the financial year 2016-17.

54 On March 30, 2016, the Ministry of Corporate Affairs notified the Companies (Accounting Standards) Amendment Rules, 2016,
resulting in amendment in certain Accounting Standards. The Group is of the view that the said amendments shall come into
effect from accounting periods commencing on or after the publication of the notification i.e. from the period starting April 01,
2016 onwards and hence no impact of the same has been given in these financial statements.

55 Previous year figures have been regrouped / rearranged where necessary.

S.R.Batliboi & Co. LLP As Approved,


Registration Number: 301003E For and on behalf of the Board of Directors
Chartered Accountants

per Kamal Agarwal


Partner P. K. Kataky
Membership No. 58652 J. Kumar A. K. Mukherjee
Mumbai, April 27, 2016 Secretary Directors

Annual Report 2015-16 179


Annexure
Form AOC-1
Statement containing salient features of the financial statement of subsidiaries
[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014]

Part “A”: Subsidiaries


(Rs. in Crores)
1 Sl. No. 1 2 3 4 5 6 7

180 Exide Industries Limited


2 Name of the subsidiary Chloride Power Chloride Chloride Chloride Associated Espex Exide Life
Systems & Metals Ltd International Batteries S.E. Battery Batteries Ltd Insurance
Solutions Ltd Ltd Asia Pte. Ltd Manufacturers Company
(Ceylon) Ltd Limited
3 Reporting period 31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016
4 Reporting currency and Exchange rate as - - - 1 SGD = 1 SLR = 1GBP = -
on the last date of the relevant financial Rs. 48.98 Re 0.4532 Rs. 94.89
year in the case of foreign subsidiaries
5 Share capital 1.98 42.38 0.45 47.69 2.87 0.97 1,750.00
6 Reserves & Surplus 10.91 50.23 5.72 14.57 30.83 3.89 (920.02)
7 Total assets 28.90 216.37 6.35 98.67 60.15 24.22 9,990.70
8 Total Liabilities 16.01 123.76 0.18 36.41 26.45 19.36 9,160.72
9 Investments 2.40 - 4.14 - - - 7,263.67
10 Turnover / Income from Operations 58.09 1,007.68 0.71 96.98 110.31 46.82 2,518.53
11 Profit before taxation 2.54 24.14 0.53 (14.67) 9.77 1.08 88.76
12 Provision for taxation 0.90 7.61 0.10 (2.88) 2.72 0.21 -
13 Profit after taxation 1.64 16.53 0.43 (11.79) 7.05 0.87 88.76
14 Proposed Dividend - - - - - - -
15 % of shareholding 100 100 100 100 61.50 100 100

NOTE : During the year under review, pursuant to the scheme of Amalgamation sanctioned by Hon’ble High Court of Calcutta, Chloride Alloys India Limited, a wholly-owned Subsidiary
of the Company was amalgamated with Chloride Metals Limited, another wholly-owned Subsidiary of the Company w.e.f. 1st March, 2016. Consequent upon the said amalgamation,
Chloride Alloys India Limited ceased to be a Subsidiary of the Company.
Notes
Notes
PROXY FORM
Form No. MGT-11

Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014

CIN: L31402WB1947PLC014919
Name of the Company: EXIDE INDUSTRIES LIMITED
Registered Office: Exide House, 59E Chowringhee Road, Kolkata 700 020

69th Annual General Meeting – 19th July, 2016

Name of the Member(s) : .............................................................................................................................................................................................................................................


Registered Address : .............................................................................................................................................................................................................................................
E-mail ID : .............................................................................................................................................................................................................................................
Folio No. /Client ID : .............................................................................................................................................................................................................................................
DP ID : .............................................................................................................................................................................................................................................

I/We, being the member(s), holding.........................................................................................................shares of the above named company, hereby appoint:

(1) Name ................................................................................................................ Address ...........................................................................................................................


Email Id ................................................................................................................ Signature............................................................................... or failing him/her;
(2) Name ................................................................................................................ Address ...........................................................................................................................
Email Id ............................................................................................................... Signature............................................................................... or failing him/her;
(3) Name ................................................................................................................ Address ...........................................................................................................................
Email Id ................................................................................................................ Signature.........................................................................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 69th Annual General Meeting of the Company, to be held
on Tuesday, 19th July, 2016 at 11.00 am at Kala Mandir, 48 Shakespeare Sarani, Kolkata – 700 017 and at any adjournment thereof in respect of
such resolutions as are indicated below:

Resolution No. Resolutions *


Ordinary Business For Against
Adoption of audited financial statements (including audited consolidated financial statements) for the financial year ended 31st March, 2016 and
1.
the Reports of the Directors and the Auditors thereon.
2. Confirmation of Interim dividend and declaration of final dividend.
3. Re-appointment of Mr. A K Mukherjee (DIN 00131626) who retires by rotation and, being eligible, offers himself for re-appointment.
4. Re-appointment of Mr. Nadeem Kazim (DIN 03152081) who retires by rotation and, being eligible, offers himself for re-appointment.
5. Appointment of Auditors.
Special Business
6. Ratification of remuneration payable to Cost Auditors for FY 2016-17.
7 Appointment of Mr. Nawshir H Mirza (DIN 00044816) as an Independent Director.
8. Appointment of Mr. Gautam Chatterjee (DIN 00012306) as Managing Director and Chief Executive Officer.
9. Appointment of Mr. Arun Mittal (DIN 00412767) as a Whole Time Director.
10. Increase in remuneration by way of commission to Non-Executive Directors.

Signed this.............................................................................................................................................................................................day of..........................................................................................................., 2016 Affix


Revenue
Signature of Member(s)......................................................................................................................................................................................................................................................................................................
Stamp
Signature of Proxy holder(s).............................................................................................................................................................................................................................................................................................

Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered office of the Company, not less than 48 hours before the commencement of the Meeting
(on or before 17th July, 2016 at 11.00 a.m. IST).
2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 69th Annual General Meeting.
*3. It is optional to put a ’X’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all Resolutions, your Proxy will be
entitled to vote in the manner as he/she thinks appropriate.
concept, content and design at ([email protected])

You might also like