Energy

& Environment

EXIDE INDUSTRIES LIMITED

BOARD OF DIRECTORS
R. G. Kapadia,Chairman& Non Executive Director R. B. Raheja,Vice Chairman& Non-Executive Director T. V. Ramanathan, Managing Director Chief Executive & Officer G. Chatterjee, Director Industrial P. K. Kataky, Director Automotive A. K. Mukherjee, Director Finance& Chief Financial Officer Nadeem Kazim, Director HR and Personnel (w.e.f.1st May, 2011) Vijay Aggarwal,Non Executive Director H M Kothari, Non Executive Director BhaskarM itter,Non Executive Director S. N. Mookherjee, Non Executive Director S. B. Raheja,Non Executive Director D. S. Parekh,Non Executive Director(Alternateto S. B. Raheja) Mona N Desai,Non Executive Director W . Wong,Non Executive Director

BANKING OPERATIONS COMMITTEE

T. V. Ramanathan G. Chatterjee P. K. Kataky A. K. Mukherjee

EXECUTIVE COMMITTEE
T. V. Ramanathan G. Chatterjee P. K. Kataky A. K. Mukherjee NadeemKazim S. Coomer

BANKERS
State Bank of India Standard Chartered Bank CitibankN.A. The Hongkong and Shanghai Banking Corporation of India Limited BNP Paribas HDFC Bank Limited Deutsche Bank AG ICICI BankLimited ABN AMRO Bank N.V. Bank of America N.A.

SECRETARY
S. Coomer

AUDITCOMMITTEE
R. G. Kapadia BhaskarMitter S. N. Mookherjee Vijay Aggarwal Mona N Desai

STATUTORY AUDITORS
S.R. Batliboi Co. & CharteredAccountants 22, Cam ac Street, Block C, 3rd Floor Kolkata700 016

REMUNERATION COMMITTEE
BhaskarMitter R. G. Kapadia T. V. Ramanathan S. N. Mookherjee Vijay Aggarwal Mona N Desai

REGISTRAR AND SHARE TRANSFER AGENT

C.B. Management Services (P) Ltd. P-22, BondelRoad,Kolkata700 019

SHAREHOLDERS GRIEVANCE REDRESSAL COMMITTEE

BhaskarMitter T. V. Ramanathan G. Chatterjee

SOLICITORS
A.H. Parpia Co. & Advocates& Solicitors 203-204 Prabhat Chambers 92 S V Road, Khar (W est)Mumbai 400 052

SHARE TRANSFER COMMITTEE

T. V. Ramanathan G. Chatterjee P. K. Kataky A. K. Mukherjee

REGISTERED OFFICE
EXIDEHOUSE 59E, Chowringhee Road Kolkata700 020

EXIDE INDUSTRIES LIMITED

CONTENTS
Notice Directors Report including Management Discussion & Analysis Financial Trends The Decade in Retrospect Subsidiaries / Associates Equity History Report on Corporate Governance Auditors Certificate on Corporate Governance Financial Statement Certification by CEO & CFO Code of Conduct Declaration by CEO Auditors Report Balance Sheet Profit and Loss Account Cash Flow Statement Schedules Forming Part of the Accounts Balance Sheet Abstract and Companys General Business Profile Auditors Report on the Consolidated Financial Statements Consolidated Financial Statements Information regarding Subsidiary Companies 3

8 21 23 24 24 25 32 33 33 34 38 39 40 41

62

63 64 88

EXIDE INDUSTRIES LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 64th Annual General Meeting of the Company will be held at Kala Mandir, 48 Shakespeare Sarani, Kolkata 700 017 on, the 21st day of July, 2011 at 9.30 am to transact the following business:ORDINARY BUSINESS 1. To consider and adopt the Profit and Loss Account for the year ended 31 March, 2011 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon. 2. To declare a dividend. 3. To appoint a Director in place of Mr R B Raheja who retires by rotation and, being eligible, offers himself for reappointment. 4. To appoint a Director in place of Mr W Wong who retires by rotation and, being eligible, offers himself for reappointment. 5. To appoint Auditors and to fix their remuneration. SPECIAL BUSINESS 6. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: RESOLVED THAT in accordance with the provisions of Section 257 of the Companies Act, 1956, Mr Nadeem Kazim, who was appointed as an Additional Director pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 104 of the Articles of Association of the Company, be and is hereby appointed as a Director of the Company. RESOLVED FURTHER THAT in accordance with Section 198, 269, 309 and all other applicable provisions, read with Schedule XIII of the Companies Act, 1956, approval of the Company is hereby accorded to the appointment of Mr Nadeem Kazim as a Whole-time Director of the Company for a period of five years with effect from 1st May, 2011 on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting with liberty to the Board of Directors, including any Committee thereof, to alter and vary the terms and conditions of appointment and/or remuneration subject to the limits specified under Schedule XIII of the Companies Act, 1956 and any statutory modification or re-enactment thereto.

RegisteredOffice: Exide House 59E Chowringhee Road Kolkata700 020 Dated: 27th April, 2011

By Order of the Board CompanySecretaryand Vice President- Legal & Administration

NOTES a. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of himself and a proxy need not be a Member. The instrument appointing a proxy must be deposited at the Companys Registered Office not less than 48 hours before the time for holding of the Meeting. b. The Register of Members and Share Transfer Books of the Company will remain closed from 16th July, 2011 to 21st July, 2011, both days inclusive. Dividend, if

declared at the Meeting, will be payable to those members holding equity shares in physical form whose names appear in the Companys Register of Members on 21st July, 2011 or to their mandatees. Dividend, if any, in respect of equity shares held in electronic form will be

payable to the beneficial owners of shares as on 15th July, 2011 as per the details furnished to the Company by both NSDL and CDSL. c. Information relating to the Directors proposed to be appointed and those retiring by rotation and seeking reappointment at this Meeting, as required under Clause 49(G)(i) of the Listing Agreement with the Stock Exchanges is annexed to this Notice. d. Members are requested to immediately notify any change in their addresses to the Registrar and Share Transfer Agent, C B Management Services (P) Limited, P-22, Bondel Road, Kolkata 700 019.

EXIDE INDUSTRIES LIMITED

e. Pursuant to Section 205A of the Companies Act, 1956, Dividend for the financial year ended 31st March, 2004, which remains unpaid

f.

i. ii. iii.

or unclaimed, will be due for transfer to the Investors Education and Protection Fund of the Central Government in August 2011. Members who have not encashed their dividend warrant(s) for the financial year ended 31st March, 2004 and onwards, are requested to claim the amount forthwith from the Company. Members holding shares in physical form are requested to notify/send the following to the Company or its Registrars to facilitate better service:Any change in their address/bank details; Particulars of their bank account, in case the same have not been sent earlier; and Share Certificate(s), held in multiple accounts in identical names or joint accounts in the

same order of names for consolidation of such shareholdings into one account. g. Members holding shares in electronic form are advised that address/bank details as furnished to the Company by the respective depositories, viz. NSDL and CDSL, will be considered for payment of dividend through ECS. h. Members who desire to receive documents from the Company in electronic mode may provide their e-mail address to the Registrar and Share Transfer Agents of the Company through e-mail at investor@cbmsl.com mentioning the Companys name and Folio Number/DPID & Client ID.

Explanatory Statement (Pursuant to Section 173(2) of the Companies Act, 1956) Item No. 6 The Board of Directors at its Meeting held on 27th April, 2011 appointed Mr Nadeem Kazim (Mr Kazim) as an Additional Director of the Company and as a Whole-time Director designated as Director HR and Personnel for a period of five years from 1st May, 2011 to 30th April, 2016, subject to the approval of the members in General Meeting. Pursuant to Article 104 of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956, Mr Kazim will hold office up to the date of the forthcoming Annual General Meeting of the Company. The Company has received a Notice in terms of Section 257 of the Companies Act, 1956 from a member proposing that Mr Kazim be appointed as a Director of the Company. Mr Kazim has vast experience in corporate HR, strategic IR and Personnel and has been with the Company since 2009. Mr Kazim does not hold any shares in the Company. The period of service, remuneration payable and the terms and conditions of service of Mr Kazim with effect from 1st May, 2011 are set out below: Salary Increment 1,85,000 per month. Basic Salary will be increased by 10% per annum, subject to performance criteria as laid down by Remuneration Committee of the Board of Directors. Commission of 1% of the net profits of the Company computed in the manner laid down in Section 309 (5) of the Companies Act, 1956, subject to a maximum of annual salary for each year, based on certain performance criteria to be laid down by the 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. Subject to a maximum of annual salary based on certain performance criteria to be laid down by the Remuneration Committee of the Board of Directors.

Commission

Performance Bonus

Period

For a period of five years with effect from 1st May, 2011 to 30th April, 2016.

Other terms and conditions: Perquisites In addition to the above salary, increment, commission and performance bonus, he 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 for self and family, medical expenses and medical insurance for self and family, fees of clubs, personal accident and life insurance 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. 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 Companys car and telephones at residence (including payment for local calls and long distance calls) shall not be included in the computation of perquisites. Companys contribution to Provident Fund and Pension Fund not exceeding 27% of salary or such percentage limit as may be prescribed by Income Tax legislation. Gratuity payable at a rate not exceeding half a months salary for each completed year of service and leave including encashment of leave at the end of the tenure, as per Companys policy. The overall amount of perquisites shall not exceed an amount equal to the annual basic salary. In computing the monetary ceiling on perquisites Companys contribution to Provident Fund, Pension Fund and Gratuity shall not be taken into account. Minimum Remuneration In the absence of or inadequacy in profits in any financial year of the Company during the tenure he shall be entitled to remuneration by way of salary along with perquisites, benefits and other allowances as mentioned above not exceeding such sum as may be prescribed under Schedule XIII of the Companies Act, 1956 from time to time. In addition, the contract of appointment shall set out the usual rights and obligations of the parties. The appointment is terminable by either party by giving three months prior written notice to the other.

General Termination

An abstract of the terms of appointment of Mr Kazim pursuant to Section 302 of the Companies Act, 1956 has already been sent to the members in the second week of May, 2011. The Board considers the aforesaid appointment of Mr Kazim on the terms set out above to be in the interest of the Company and recommends that the resolution be approved by the members. Except Mr Kazim, no other Director is concerned with or interested in the aforesaid appointment. RegisteredOffice: Exide House 59E Chowringhee Road Kolkata700 020 Dated: 27th April, 2011 By Order of the Board CompanySecretaryand Vice President- Legal& Administration

Information pursuant to Clause 49 of Listing Agreement with regard to the Directors seeking appointment/ reappointmen at the forthcoming Annual General Meeting (Refer Item Nos. 3, 4 and 6 of the t Notice)
N am e of the Director D ate of Birth B rief resumand e nature of expertise in functional area N o. ofequity O therDirectorships/Other shares held C om m ittee m em berships* held in the Company

M r R B R a h e ja

1 7 .0 6 .1 9 5 4

Mr R BR a h eaj h o ld a s B a c h e losr d e g r e in C o m m e e a nd h as a rc w ide rang of experience e in ind u s y a nd bu siness. tr

N il

Directorships: Prism C em ent Limited Suprem e Petrochem Lim ited EIH Limited Juhu Beach R esorts Lim EIH ited Associated H otels Lim ited H athw ay C able & D atacom Lim ited ING V ysya Life Insurance Company Limited A m ber A partm ent M akers Private Limited A m eeta G rihnirm an Private Limited Arjun H ousing Private Limited Bay-Side Exports Private Lim ited Brindavan Agro Industries Private Limited Brindaban B uilders P rivate Limited Brindavan Land D evelopm ent Private Limited Bellvne C onstructions Private Lim ited Bloom ingdale Investm ent & Finance PrivateLimited C handram oul i Financ & Estate Private e s Limited C olonnade H ousing P rivate Limited C olonnade C ontractors & D evelopers PrivateLimited C oronet Investm ents Private Limited C rescent P roperty D evelopers P rivate Limited G staad Trading C om pany Private Limited H athw ay B haskar Multinet PrivateLimited IN G Investm ent M anagem ent (India) PrivateLimited Kaunteya B uilders P rivate Limited Kaunteya C ontractors & D evelopers PrivateLimited K untinandaC ontractor& D evelopers n s PrivateLimited Kuntiputra Properties P rivate Limited Lavin C ontractor& D eveloperPrivate a s s Limited M anali Investm ent & Finance Private Limited

N am e of the Director

D ate of Birth

B rief resumand e nature of expertise in functional area

N o. ofequity O therDirectorships/Other shares held C om m ittee m em berships* held in the Company M atsyagandha Investm ents & Finance P rivateLimited P anchali Builders Private Lim ited P eninsula E states Private Lim ited P rerana Builders Private Limited R B R C onstructions Private Limited R B R Estate & Financ Privat Lim ited s e e R . R aheja Properties Private Limited S ea Side E xports Private Limited S hiraz R ealtors Private Limited S horeline Exports Private Limited V arahagiri Investm ents & Finance P rivateLimited V ijay R aheja Builders Private Limited V idur C onstructions Private Limited V illa-C apri D evelopers Private Lim ited W indsor R ealty P rivate Limited C om m ittee Memberships M em ber of the Au dit Committee E IH Limited Juhu B each R esorts Limited E IH Associated H otels Limited

M r W ins to n on g W

1 4 .0 4 .1 9 4 7

M r W on gis q u a lifie d s a a F C C AF C P A u stra lia , A a nd F C P S in g a p o re . A Mr W o n h as o v e 4 0 g r y e a r of w o r k i g s n e x p e r ie n c in v a r io u s e ty p e of b u s i n e s s e s . s

N il

Directorships: C hloride E astern IndustriesLtd P te (Singapore) C hloride B atteries S E A siaLtd P te (Singapore) C hloride E astern Lim ited (England) A ssociated B attery M anufacturers (C eylon) Lim ited (Srilanka) C om m ittee Memberships N il

Mr N adee K azim m

2 6 .0 1 .1 9 6 4

Mr N a dee K a zi holds m m a B a c h e lo D e g re in r e A r ts a nd is a P o s t G rad ua t D ip lo m e a h o ld e in P e r s o n n e l r M a n a g e m e n f r om t X IS S R a n c h iMr K azim , . h as a w ide r a n g o f e e x p e r ie n c in is s u e s e p e rta in in to HR a n d g P e rso n n e l.

N il

Directorships: C aldyne Autom atics Limited C hloride M etals Limited Leadage Alloys India Lim ited C om m ittee Memberships N il

* Committee Memberships include only Audit Committee and Shareholders / Investors Grievance Committee.

RegisteredOffice: Exide House 59E Chowringhee Road Kolkata700 020 Dated: 27th April,

2011

By Order of the Board Company Secretary and Vice PresidentLegal & Administrat ion

DIRECTORS REPORT TO THE SHAREHOLDERS

(includingManagement Discussion Analysis) &
Your Board of Directors have pleasure in presenting the 64th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2011. Economic Environment After the economic slowdown caused by the global financial crisis in 2007 the Indian economy, which showed signs of recovery in 2009-10, continued to gain momentum. The growth rate which plummeted to 6.8% in 200809, rose upto 8% in 2009-10 and is expected to be 8.6% for 2010-11 as per the Advance Estimates of the Central Statistics Office (CSO). The positive feature of such turnaround is that this recovery has been broad-based with almost all the core sectors recording an impressive turnaround. Agriculture, which had a negligible growth in 2009-10, recorded an impressive 5.4% increase in growth. All these positive developments were however marred to a certain extent due to high inflation, mainly driven by high cost of food items. A negative growth in agriculture in 2008-09, a severe drought in 2009-10 followed by unseasonal rains during 2010-11, coupled with inadequacies in the public distribution system resulted in shortage of food crops. Further, due to enhancement of income amongst the marginalized sections of the rural populace, arising out of social security policies of the Government, there was an increased demand for cereals and other food grains. All these factors contributed to severe pressure on prices of food grains. Thankfully, due to better monsoons and certain interventions made by the Government and the Reserve Bank of India, the inflation which peaked to 11% fell to single digit levels. The high fiscal deficit which was a source of concern was also eased to a certain extent through revenue generation from auction of 3G spectrum licenses, disinvestment in PSUs etc. Looking into the medium to long term, it is expected that this growth story would continue unabated and, in fact, would accelerate further. All key economic indicators look favourable which leads us to the expectation that the rate of growth will breach the 9% mark in 2011-12. However, there are certain causes for concern. The recent political instability in the African countries is having

a spiraling effect on the crude prices which is fuelling inflation and if the situation does not improve this may have an adverse effect on the economy. Further, Japan, which has not yet shown any definite signs of recovery from its long slowdown may be further affected due to the recent unfortunate natural disasters and the consequent threats of nuclear radiation. In the global scenario, though India has a large domestic demand, it is also vitally linked with the economy of the industrialized nations. Many of the industrialized nations are yet to show signs of sustained recovery from the economic slowdown and any further crisis may have an adverse effect on our economy. Industry Structure and Development The Domestic Battery Industry has had mixed fortunes during the year under review. The telecom, infrastructure and export sectors continue to be sluggish but this has been compensated by an unexpected high growth in the automobile sector. The passenger vehicle segment grew by over 29% whilst the commercial vehicle segment registered a growth of nearly 27% as compared to 200910. Sale of two-wheelers registered a growth of 26% and automobile exports had a growth of nearly 30% as compared to 2009-10. It is expected that this rate of growth would continue unabated and the total automobile market is expected to grow by double digits annually for the next 5 years. As stated earlier, India is emerging as a small car hub in the Asia Pacific Region and most of the leading global players have a presence in this country. Buoyed by the growth prospects, almost all automobile manufacturers in the country are expanding their capacities and some are also setting up new facilities. These manufacturing facilities would not only cater to the local market but also act as a manufacturing base for export of both passenger vehicles as well as heavy vehicles, including tractors. During the previous year the automobile industry attracted Foreign Direct Investment worth US$ 1,191 million. Trained manpower at competitive costs and stagnation in the industrialized nations has induced global majors to invest in India and China. It is expected that India would become one of the top 5 vehicle producing countries in the World

by 2020, with domestic consumption growing four-fold. These developments would obviously lead to increase in the market base of the domestic battery industry. Infrastructure continues to be a key focus area for the Government with massive investments planned in the near term. 2,14,000 crores has been allocated in the Union Budget 2011-12 for the infrastructure sector, which is 23% higher than the previous year and this amounts to 48.5% of the Gross Budgetary support to plan expenditure. Further, plans for modernization of Railways and setting up of Nuclear Power Plants would lead to considerable demand for the battery industry. Performance Your Company is not only one of the leading manufacturers of Lead Acid Batteries in India and South Asia, but also is reckoned among the first five major companies in the global battery manufacturing industry. During the year under review, your Company recorded 20% growth in net sales with an increase of 24% in profit after tax. The unprecedented rise in demand from all segments of automotive vehicle manufacturers resulted in diversion of capacity from the after market business thereby leading to reduced profitability. Inspite of the same your Company registered an increase in profits which, apart from others, was due to higher availability of lead and lead alloys from the two captive lead smelters, favourable foreign exchange rates, strict austerity measures and all round cost control. Automotive Batteries The sales of automotive batteries registered a growth of 23% as compared to the previous year. However, your Company was unable to cater fully to the unanticipated demand by all segments of vehicle manufacturers due to capacity constraints and thereby take full advantage of the potential growth in the industry. In such a scenario, in line with its long term perspective, your Company took a conscious decision to give priority to the increased requirements of the vehicle manufacturers over the more profitable after market segment. Your Company continues to remain the preferred supplier for most of the new vehicles launched during the year under review. These batteries have been developed by your Company through in-house R&D and several

of these underwent rigorous tests including tests in overseas

laboratories prior to being selected for supplies. Your Company has already launched Deep Cycling Electric Bike batteries for electric bicycles and scooters and is also in the process of developing batteries for Stop-Start Micro Hybrid Vehicles in collaboration with The Furukawa Battery Company Limited, Japan. Your Company is also exploring the possibility of developing and marketing Lithium-ion batteries for the Electric Vehicle Segment. As informed in the earlier Directors Report, the marketing and distribution set up has been reorganized on the hubs and spokes model and presently your Company is operating from 204 locations. By the end of the current year your Company is expected to be present in 250 cities and towns. Through this initiative your Company has been able to reach out to the customers in B Class and C Class cities and also provide better after sales and warranty services. The CRM initiative exidereachout.com has helped in building a loyal customer base. Your Company has also been able to divert customers from the unorganised sector through its unique initiative Project Kisan, which primarily services the rural markets. The Humsafar module, under which batteries are sold through motor garages, and the arrangements with several companies for distribution of your Companys products through their outlets have resulted in reaching the products at the door step of the consumers. As stated earlier, your Company was unable to cater to the entire market demand inspite of running its Plants in full capacity. Consequently, your Company has invested 275 crores in the year under review and proposes to invest a further amount of 370 crores in 2011-12 in capacity expansion. A new facility for production of twowheeler batteries has also been

commissioned at Ahmednagar, Maharashtra. Industrial Batteries Sales of Industrial batteries for 2010-11 registered a growth of around 16% in terms of value and 13% by volume. This has been possible in spite of severe competition and low cost imports in the domestic market. Overall Infrastructure business has shown a growth of 15%, mostly contributed by Solar at 68% and Traction segment at 62%. Telecom recorded a comparatively lower growth of 9%.

Power segment recorded a growth of 12% with a very healthy order booking for future months. In Fast Moving Industrial Battery segment, Sales for the year ended 31.03.2011 recorded a growth of around 18% in terms of value and 13% in terms of volume. While there has been a marginal degrowth of 5% in UPS OEM segment, Trade growth during the period was 18%. Measures have been initiated for further upgradation of quality and performance of VRLA Batteries. Exports had a growth of 40% by value and 26% by volume, mostly through exports to Australia, Germany, UK, South Africa and ASEAN Countries. A lot of Research & Development work has been done in developing Maintenance Free Tubular Batteries for Telecom & UPS with long life. Flooded Batteries with 10 years Warranty are being developed for Telecom and Solar Applications. Submarine Batteries Your Company continues to be the sole supplier for Submarine batteries to the Indian Navy and an accredited supplier to the Admiralty Shipyard, Russia. Exports Inspite of depressed international market conditions, exports of both the automotive as well as industrial batteries registered a growth during the year. Exports of Industrial Batteries reached 117 crores with a growth of 40% in value and 26% in volume, mostly through exports to European countries and Australia. Automotive battery exports were around 28 crores as against around 24 crores in the previous year, recording a growth of around 16% in value terms. Details of activities relating to exports is given in Part III of the Information as per Section 217 (1)(e) of the Companies Act, 1956, which is annexed to this Report. Technology Upgradation Your Company is constantly upgrading its existing technology and acquiring new technology to meet the increasing requirements of the consumers mainly through Technical Collaboration/ Assistance Agreements with leading international battery manufacturing companies. Your Company has on-going Agreements with

Furukawa Battery Company Limited, Japan for Automotive batteries, VRLA batteries for two wheelers and Idle Stop-Start (ISS) automotive

batteries, and with Shin-Kobe Electric Machinery Company Limited, Japan (a part of the HITACHI Group) for automotive batteries and VRLA batteries for industrial applications. In addition, your Company also has an Agreement with Changxing Noble Power Sourcing Company Limited, China for manufacture of Deep Cycling E-bike batteries for electric bicycles and scooters. In order to keep abreast with the latest developments in manufacturing processes and for introduction of hi-tech products your Company also seeks advice from several foreign consultants and experts. The foreign collaborators also provide regular training as well as a platform for knowledge sharing with your Companys technical personnel. The in-house R&D Division is continuously striving to improve the manufacturing processes and raw materials for better product performance in a cost effective manner. Financial Results
In Crores Profit beforedepreciation taxation & Depreciation Amortisation / Profit beforetax Taxation Profit after tax Balancebroughtforward Makinga total of Out of this appropritions are: GeneralReserves Leavinga balanceof Interi Dividen ( m d 0.90) [Previou Year s 0.60]* Tax on InterimDividend ProposedFinal Dividend( 0.60) (PreviousYear 0.40]* Tax on Final Dividend And leavinga balanceof (whichis carriedforwardto next year) 75.00 1107.80 76.50 12.58 51.00 0.35 967.37 250.00 611.68 48.00 8.16 34.00 5.08 516.44 2010-2011 2009-2010 1023.81 891.24 83.45 80.65 940.36 274.00 666.36 516.44 1182.80 810.59 273.50 537.09 324.59 861.68

*On equityshare of 1.00 each [Aggregate Dividendamountsto 150% (Previousyear 100%)]

Consolidated Financial Statements In accordance with Accounting Standard 21 Consolidated Financial Statements form part of the Report & Accounts. These Accounts have been prepared on the basis of audited financial statements received from the subsidiaries and associate companies as approved by its respective Board of Directors. Dividend Your Company has paid an interim dividend at the rate of 90% ( 0.90 per equity share of 1.00 each) on the equity shares to the shareholders,

EXIDE INDUSTRIES LIMITED

whose names appeared on the Register of Members on 22nd October, 2010. Your Directors are now pleased to recommend a final dividend at the rate of 60% ( 0.60 per equity share of 1.00 each) for the year ended 31st March,2011, subject to your approval at the ensuing Annual General Meeting. Consequently, the total dividend for the year ended 31st March, 2011, including the interim dividend paid during the year, amounts to 150% ( 1.50 per equity share of 1.00 each). Corporate Governance Transparency is the cornerstone of your Companys philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. The Audit Committee of the Board meets at regular intervals as required in terms of Clause 49 of the Listing Agreement. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key management personnel of your Company have complied with the Code of Conduct which was put in place by the Board of Directors. Apart from being in compliance with all requirements of Clause 49 of the Listing Agreement your Company has voluntarily adopted certain governance principles. Setting up of the Remuneration Committee of Directors and introduction of a Model Code for Insider Trading are some of the initiatives taken by your Company towards this end. The Report on Corporate Governance as required under the Listing Agreement forms part of and is annexed to this Report. The Auditors Certificate on compliance with Corporate Governance requirements is also attached to this Report. Further, as required under Clause 49 (V) of the Listing Agreement a certificate from the CEO and CFO is being annexed with this Report. Business / Operational Excellence Providing credible value addition to stakeholders and being recognized as a responsible corporate citizen is the vision of your Company. Aiming towards this, your Company has implemented an exhaustive Total Quality Management System (TQM). Over the years it has been improved upon and fine-tuned to become more effective in meeting the strategic challenges of the business. The latest techniques of Total Productive Maintenance (TPM), 6 Sigma and Lean Manufacturing now form an integral part of the TQM system leading to Business Excellence. Your Companys state-of-the-art factories manufacture products of the highest quality that enhance customer satisfaction. Quality is designed and built into products by using techniques like Advanced Product Quality Planning (APQP), Failure Mode and Effect Analysis (FMEA), Statistical Process Control (SPC) and Measurement System Analysis

(MSA).

Process Capability Index monitoring is done to ensure that products are well within the specification limits, leading to minimal rework and scrap. With the support of TQM as a strategic initiative, your company has crossed several milestones in its unending journey towards Business Excellence. In regard to the Quality Management System (QMS), the Industrial SBU has been certified to ISO-9001:2008, while the Automotive SBU has been certified to ISO/TS-16949:2009 international standards. These certifications include all the business processes of R&D, Manufacturing, Marketing, Sales and after sales support, and Corporate functions. The Submarine SBU is also certified to ISO-9001:2008. The certification body is the renowned TUV-Nord, headquartered in Germany. Recognising the responsibility of your Company towards its partners in progress, TQM initiatives have also been extended to cover the key suppliers. An effective system of quality control, periodic audits, supplier rating and training has been established, with an objective of continuous improvement and for mutual benefit.

In support of the core value of Striving for Excellence, your Company is progressively implementing the European Foundation for Quality Management (EFQM) Business Excellence Model and have won several awards in this respect. In addition to these, in the last few years, your Company has won several awards and accolades in Quality, Safety-HealthEnvironment, 5-S, Energy Conservation, Productivity and Quality Circles. In 2009 the Hosur plant won the prestigious Asia Manufacturing Excellence Award-Gold Category in Auto Ancilliary from Frost & Sullivan as well as the ABK-AOTS 5-S Award 1st Prize in Large Manufacturing category. For the same year the Shamnagar plant has won the TQM Role Model Quality Award from CII (ER). Your Company has also won awards and recognitions from its valued customers like Toyota, Tata Motors and Bajaj Auto. Quality Circles run by workmen have been winning awards and accolades in state and national levels from Quality Circle Forum of India and the CII for the past several years. With the aim of improving efficiency and maximizing the utilization of plant and equipment, your Company has implemented Total Productive Maintenance (TPM) in the factories. The best methodology as given by the Japanese Institute of Plant Maintenance (JIPM) is being followed. For outstanding efforts and results in TPM, the JIPM has conferred the Award for TPM Excellence to your Haldia plant for 2008 which

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has now been awarded also to the Hosur and Chinchwad plants in 2010. Other factories are also making efforts to win this coveted award in the near future. Environment & Safety Keeping in line with the core values of being a responsible corporate citizen, an effective Environmental Management System (EMS) has been established by your Company. The Chinchwad, Haldia, Hosur, Shamnagar and Taloja factories are certified to ISO-14001:2004 by TUV-Nord. Going much beyond mere statutory compliance, your Company aims at continuous improvement of its environmental performance. Minimisation of waste and preservation of natural resources, being a part of policy, are put into effect by designing and running optimum processes and implementation of several environmental improvement projects. This has resulted in your Company receiving the prestigious TERI Corporate Environment Award in 2007 and Best Innovation Award for Leadership and Excellence in EnvironmentHealth-Safety from CII (SR) in 2008. Occupational Health and Safety issues are continuous focus points for your Company. This commitment has prompted your Company to implement OHSAS 18001:2007 standard in the factories. The Hosur factory has already been certified and the other factories are expected to be certified in due course. Energy conservation also continues to be an active focus area for your Company since it is not only a major cost in the manufacturing process but, more importantly, a significant part of your Companys corporate social responsibilities. Your Company has taken several initiatives at each plant level in order to conserve energy which is in line with our policy of conservation of natural resources. Corporate Social Responsibility Your Company recognises the fact that, beyond the day to day conduct of its business, as a responsible corporate citizen it has to discharge its duties towards the larger society in which it operates. The core areas identified by your Company to improve the society are Health Care, Basic Education, Womens Empowerment and the Environment. The partnership of your Company with UNICEF in the area of Child Environment Programme, that started in 2009 continued during 2010-11. The programme aims to reach out to the poorer and marginalised sections of the society in the remote rural areas of India to create a greener and healthier world where children have better access to basic health and hygiene facilities. The uniqueness of the programme lies in linking this social objective to another environmental objective

of recycling lead whereby customers are encouraged to return used lead acid storage batteries through your Companys dealer network. There is not just a monetary incentive for the customer to do this but also a certain contribution is committed to UNICEF for every single used battery returned thereby making the customer a part of the larger CSR movement. While the UNICEF association has a pan-India appeal and reach, in Kolkata the Company continued to successfully partner with the reputed NGO, CINI-Asha, to provide basic education and for development of some of the slum children. At the factory level all factories carried out various activities that are tailored to the unique needs of the villages and communities in their respective vicinities. Shamnagar factory contributed towards providing regular safe drinking water facilities and lighting up the streets around the households in the vicinity. In Hosur, the factory management worked with the local Primary Health Center to organise various health camps throughout the year. Further, in Hosur the factory management also converted temporary village roads into permanent pucca motorable roads, erected bus shelters for villagers and undertook various other locally meaningful and relevant developmental activities that impact the day to day lives of the neighbouring villagers. Haldia factory contributed to your Companys overall social responsibility programme by boring tube wells, organising health camps in the deeper pockets of the villages and also by contributing to various natural disaster relief activities. The other factories also contributed to their local community development programmes in a similar way commensurate with their scale of operations. All factories participated in the environmental improvement programmes by undertaking various initiatives like planting saplings, creating green belts and organising environmental awareness camps to educate local villagers on the need to safeguard the environment. As part of its corporate philosophy, your Company also encourages its subsidiaries to effectively discharge its societal obligations. Towards this end, Leadage Alloys India Limited, a wholly owned subsidiary, distributed uniforms and study materials to students of an Anganwadi school, contributed library books to a local college, constructed a bus shelter and conducted medical camps in Malur, Karnataka. Several programmes were also initiated for creating awareness about the environment amongst the local villagers including celebration of Environment Day and

12

also W orld Chemical Disaster Day in collaboration with the Karanataka State Pollution Control Board. Similarly, Chloride Metals Limited, another wholly owned subsidiary, donated

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furniture and has taken up a project for construction of new class rooms in the Zilla Parishad Primary School in Markal, Pune. The said Company has also taken several initiatives for creating awareness about the environment amongst the local villagers including planting of trees. Internal Controls Your Company has proper and adequate system of internal controls. The Internal Audit team conducts both Systems and Financial Audits which are carried out in two phases at each factory, Branch, Regional and Corporate offices. The audit findings are reviewed by the Audit Committee of Directors and corrective action, as deemed necessary, is taken. Your Company also has laid down procedures and authority levels with suitable checks and balances encompassing the entire operations of the Company. Your Company has identified various business risks and periodic reviews are conducted by the Management regarding the adequacy of mitigation procedures for the same. Outlook Due to the overall buoyancy the future outlook, as far as the Battery Industry is concerned, appears to be promising. The high growth rate in both auto and auto ancillary industries are expected to continue for the medium term. The huge expenditure proposed in the infrastructure sectors, including setting-up of power plants and modernization of Railways, would also result in better prospects for your Companys business. Increase in disposable income and the growing middle class would lead to higher demand for quality and technologically superior products as compared to the cheaper substitutes. Stringent pollution control norms would act as a deterrent to small scale battery manufacturers in the unorganized sector thereby yielding more market share to the organized sector. The international markets are also showing signs of recovery which augurs well for the export of your Companys products. Opportunities and Threats Your Company has the advantage of having a product range covering a broad spectrum of applications, viz. Automotive, Infrastructure, Power, Telecom, Information Technology, Agriculture, Defence, etc. Technologically superior products coupled with a wide distribution and after sales network are the strengths of your Company. Apart from a strong presence in the existing segments, your Company is making forays into new areas such as electric and hybrid batteries for cars and two-wheelers and in the development of environment friendly storage power alternatives.

Your Company continues to invest in upgradation and expansion of its manufacturing capacities. The in-house R&D Department has been consistently developing quality products and is also striving for achieving cost efficiencies. Your Company receives strong support from its Foreign Technical Collaborators not only in the form of sharing of new technology but also by receiving assistance in upgrading manufacturing and other processes which results in technologically superior products with sustainable quality. Competition in the domestic battery industry is on the increase with not only the existing players being more aggressive to increase their market share but also with several new companies making forays in this business. Though competition leads to better quality and service, it may also result in predatory pricing thereby creating pressure on margins. Risks & Concerns Lead is the major constituent of your Companys product and the volatility in its price continues to be a cause for concern. This not only has a major impact on costs but also leads to uncertainty in procurement. However, your Company seeks to mitigate this risk through continuous monitoring and prudent business practices. Further, due to the sustained efforts to increase the production and supplies from the captive smelters the dependence on imported Lead is gradually being reduced. Cheap imports especially from China have been another area of concern. Unfortunately, the present anti-dumping laws do not provide protection against such imports. However, your Company has been able to counteract this threat to a considerable extent through consistency in quality of its products and efficient after sales service in order to retain its existing and also to attract new customers. Subsidiary Companies Your Company has four wholly owned Indian subsidiaries, viz. Chloride Metals Limited, Caldyne Automatics Limited, Leadage Alloys India Limited and Chloride International Limited and three foreign subsidiaries, viz. Chloride Batteries S.E. Asia Pte. Ltd., Singapore, Espex Batteries Limited, UK and Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka. Chloride Metals Limited which is a 100% subsidiary of your Company is engaged in lead smelting and refining operations and has its plant at Markal, Pune. The said Company achieved a net sale of 381.27 crores representing a growth of 59% over the previous year and a profit before tax of 19.79 crores which is 31% higher than the previous year.

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Caldyne Automatics Limited is a 100% subsidiary of your Company having its factory at Sector V, Salt Lake City, Kolkata and is engaged in manufacture and sale of Chargers, DC Power Systems and associated equipment. During the year 2010-11, the said company achieved a turnover of 44.11 crores and a profit before tax of 2.33 crores representing an increase of 19% and 52% respectively over the previous year. Leadage Alloys India Limited, which became a 100% subsidiary during the year under review, has its plant at Kolar District, Karnataka and is engaged in lead smelting and refining activities. During the year 2010-11 the said company has achieved a turnover of 744.79 crores representing an increase of over 36% over the previous year and profit before tax of 32.57 crores as compared to 53.74 crores in the previous year. Chloride International Limited, a 100% subsidiary of your Company, is engaged in the marketing and sale of Non-conventional Energy Systems like Solar Home Lighting and Heating System Panels, and Home UPS / Inverters etc. The net sales of the said company during 2010-11 amounted to 20.39 crores which was 70% higher than that of the previous year. The Profit Before Tax also increased from 0.37 crores to 0.46 crores. Your Company holds 100% of the share capital in Chloride Batteries S E Asia Pte. Ltd., Singapore. The said company is engaged in manufacture and sale of lead acid batteries and caters to the South East Asian and Australian markets. During the year 2010-11 the company achieved a turnover of SGD 30.62 million and Profit before Tax of SGD 1.32 million representing a degrowth of 17% and 7% respectively over the previous year. Espex Batteries Limited, UK, in which your Company holds 51% of the share capital, is engaged in marketing and selling of lead acid batteries for industrial applications. During the year 2010-11 the company achieved a turnover of GBP 6.23 million and made a Profit Before Tax of GBP 0.2 million which were 56% and 324% higher than the previous year. Your Company also holds 61.5% in Associated Battery Manufacturers (Ceylon) Limited, Sri Lanka. The said company is engaged in the business of manufacturing and marketing of Lead Acid batteries. During the year 2010-11 the said company achieved a turnover of SLR 1958 million which was higher by 26% over the previous

year and Profit before Tax of SLR 208.6 million representing a growth of 38% over the previous year. The statement of Holding Companys interest in Subsidiaries as specified in sub section (3) of section 212 of the Companies Act, 1956 is attached to the Report and Accounts of your Company. The Profit and Loss Accounts, Balance Sheet, Auditors Report and Directors Report of the Subsidiaries are not attached to the Annual Accounts of your Company pursuant to general exemption granted vide General Circular no. 2/2011 dated 8.2.2011 issued by the Government of India, Ministry of Corporate Affairs. However, the necessary details about the Subsidiaries are given in the Consolidated Financial Statements attached to the Annual Accounts. Further, any shareholder of the Company or the Subsidiary Companies may obtain copies of these documents by writing to the Company Secretary at the Registered Office of your Company. Copies of the Annual Accounts of the Subsidiaries would also be available for inspection by any such person at the Registered Office of your Company on any working day. Human Resources The HR policies and procedures of your Company are geared towards nurturing and development of Human Capital. Your Company has transparent processes for rewarding performance and retaining talent. Skill Gap Analysis and other systems are also in place to identify the training interventions required. Priority is given to succession planning and talent management. Industrial relation at all factories continued to remain cordial. As on 31st March, 2011 your Company has 5151 employees. Directors At its meeting held on 27th April, 2011, your Board appointed Mr Nadeem Kazim, Executive Vice President - HR & Personnel as an Additional Director of the Company to hold office till the ensuing Annual General Meeting. Your Board also appointed Mr Nadeem Kazim as a Wholetime Director for a period of five years with effect from 1st May, 2011 subject to your approval in the General Meeting. A notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing the name of Mr Nadeem Kazim for appointment as a Director at the ensuing Annual General Meeting. Mr R B Raheja and Mr Winston Wong, Directors, retire by rotation and being eligible offer

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themselves for re-appointment at the ensuing Annual General Meeting. Mr S N Mookherjee, Director, also retires by rotation at the ensuing Annual General Meeting but due to personal reasons does not wish to offer himself for re-appointment. Your Board places on record its deep appreciation for the services rendered by Mr Mookherjee during his long association with your Company. None of the Directors of your Company are disqualified for being appointed as Directors, as specified in Section 274(1) (g) of the Companies Act, 1956. Auditors The Auditors, M/s S R Batliboi & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 224(1B) of the Companies Act, 1956, offer themselves for reappointment. Information pursuant to Section 217 of the Companies Act, 1956 a. Conservation of Energy and Technology Absorption Information pursuant to Clause (e) of SubSection (1) of Section 217 of the Companies Act, 1956 read with Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 and forming a part of the Directors Report for the financial year ended 31st March, 2011, are attached hereto. b. Particulars of Employees In accordance with the provisions of Section 217 of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the annexure to the Directors Report. In terms of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders of the Company, excluding such annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company. c. Responsibility Statement Statement under the amended Section 217(2AA) of the Companies Act, 1956, on the responsibility of the Directors is a part of the Report.

Directors Responsibility Statement In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state: (i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period. (iii) That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) That the Directors have prepared the annual accounts on a going concern basis. Forward-Looking Statements This Report contains forward-looking statements that involve risks and uncertainities. When used in this Report, the words anticipate, believe, estimate, expect, intend, will and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto. Acknowledgement Your Directors would like to record its appreciation for the co-operation and support received from its employees, shareholders, Government agencies and all stakeholders. On behalf of the Board of Directors

Place: Mumbai Dated: 27th April, 2011

R G Kapadia Chairman

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ANNEXURE TO DIRECTORS REPORT

Information as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March, 2011. I. Conservation of Energy The Company accords great importance to conservation of energy. The main focus of the Company during the year was: a. b. c. d. e. Close monitoring of consumption of electricity, LPG, Diesel and water. Close monitoring of electricity consumption based on KWH/MT of Lead Consumed. Optimisation of electricity, LPG, diesel and water by reducing process cycle time, process modification and also by equipment modification/replacement/retrofitting. Usage of renewable energy, viz. Solar. Achieving power factor standards nearing unity. All of the Companys plants targeted unity.

Chinchwad Plant 1. Use of Non Conventional Energy (Wind Power) of 482958 KWH. 2. 3. 4. 5. 6. 7. Power Factor Maintained at 0.97 thereby getting an incentive of 28,48,582. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required. 100% use of Recycled water for Gardening and Shop Floor Washing. Reduction in Compressed Air Consumption by arresting Air Leakages. Creating awareness among workmen to conserve energy. Installed 50 nos. FRP transparent sheets over the roof to maximize use of natural light.

Bawal Plant 1. Use of Grid Cast pot insulation resulting in saving of 46064 KWH ( 2.99 lacs) per annum. 2. 3. 4. 5. 6. 7. 8. 9. Installation of Variable Frequency Drive in AHU resulting in saving of 349350 KWH ( 23 lacs) per annum. Street light replacement with LED, Acidic fume free lights installed in Motor Cycle Assembly Shed resulting in saving of 75599 KWH ( 4.91 lacs) per annum. Turning-off 60 HP motor of assembly dust collector through modification in ducting resulting in saving of 324000 KWH ( 21.06 lacs) per annum. Power saving through compressed air line modification and close-looping system resulting in saving of 36052 KWH ( 2.34 lacs) per annum. Improvement in power factor (0.96 0.98) resulting in saving of 18.67 lacs per annum. Saving water through re-use of RO1 & RO2 reject resulting in saving of 17658 KL( 1.05 lacs) per annum. Saving water through Reduction in J/F effluent resulting in saving of 2298 KL ( 0.11 lacs) per annum. Increase in efficiency of RO1, Soft water resulting in saving of 15573 KL ( 4.67 lacs) per annum.

10. Saving in water consumption through increase in OBR used in DM plant resulting in saving of 690 KL ( 0.41 lacs) per annum. 11. Saving in Diesel consumption through synchronization of DG sets resulting in saving of 72523 KL ( 23.57 lacs) per annum.

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Hosur Plant 1. Conversion of 2 sets of Ball mill lead pots from Electrical heaters into LPG burner. 2. 3. 4. 5. 6. 7. 8. 9. Replacement of all DG cooling towers with the coil coolers. Individual chillers have been connected to common tank to reduce the consumption. All the fume killers are interlocked with the machine operation. Shop floor high bay sodium light fittings replaced with LED light fittings. 40% of required raw water is fed by recycling. System of segregation of Compressed air into Low pressure and High pressure with respect to machines requirement. Low air pressure requirements were met through air blowers. Purchasing power from Indian Energy Exchange at reduced cost during peak hours instead of running Diesel generator.

10. 100% of Acid dilution was done with recycled acid. 11. Power Factor Improvement from 0.99 to 0.993 with incentive from Tamil Nadu Electricity Board. 12. Demand control due to optimisation of Load utilization incentive from Tamil Nadu Electricity Board. 13. The Plant saved an amount of 371.83 lacs during the year in its efforts to conserve energy.

Taloja Plant 1. Reduction of KWH per ton of lead from 934 to 874 by optimisation of motors/increasing output of oxide generation/reduction in heating losses. 2. 3. 4 5. 6. 7. 8. 9 Reduction in LPG consumption from 31kg/ton of lead to 29 kg/ton of lead by controlling the main line pressure, use of energy efficient LPG burners. Use of common Steam generator for E-Bike Curing Chambers resulted in saving of LPG cost by 3.0 lacs/annum. Use of Star Delta Convertor to conserve energy in blowers of Formation, JF resulted in saving of 8.0 lacs. Automatic switching of Fresh Air Blower during shift change resulted in saving of Replacing tube lights by CFL Bulbs at New Mezzanine floor. Reduction of Fixed energy consumption by 5% by using Solar street light, energy efficient lights in E-Bike. Maintaining Power Factor as unity throughout the year resulted in saving of 27 lacs. Switching -Off the JF / Formation rectiformers to avoid energy loss due to no load losses in the transformers, resulted in savings of 5 lacs. 2.5 lacs.

10. 100% use of recycled water for gardening and floor washing. 11. Reduction in charging cycle time by pulse charging at JF to avoid no load losses resulting in 10 lacs savings. 12. Day light improvement by use of transparent sheet in E -Bike area. 13. Increase in use of no. of turbine ventilators to improve ventilation and work environment. 14. Cycle time reduction in curing process resulting in savings of 6 lacs per annum.

Shamnagar Plant 1. Maintained Plant power factor above 98.5% by installation of additional Automatic Power Factor Control Panel of 300 Kilo Volt Ampere Rating. Annual savings achieved: 15.50 lacs.

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2. 3. 4. 5. 6. 7. 8. 9.

Maintained Plant load factor of about 74%. Annual savings achieved:

28.50 lacs.

Installed Variable Frequency Drive in one no. 60 HP dust extraction system. Annual savings achieved: 5.60 lacs. Installed Variable Frequency Drive in one no. 100 HP Acid fume extraction system. Annual savings achieved: 12.50 lacs. Installed one no. energy efficient screw compressor. Annual savings achieved: 1.90 lacs. Replaced two nos. old reciprocating compressors by 2 nos. screw compressors. Annual savings achieved: 8.90 lacs. Replaced roof asbestos sheets by transparent sheet. Thus, increased day light which resulted in switching off bay-lights in day time. Annual savings achieved: 2.40 lacs. Installed about 200 nos. natural draft turbine ventilators in New Industrial Generation building to improve ventilation and working environment. Annual savings achieved: 7.90 lacs. Installed cooling tower which in turn saves water of about 30000 KL/year. Annual savings achieved: 0.75 lacs.

10. Installed wash water recovery system which in turn saves water of about 60000 KL/year. Annual savings achieved: 1.50 lacs. Haldia Plant: 1. Improved Power Factor from 0.98 to 0.99 by installation & commissioning of additional 1 no. 1000 KVA, 1 no. 500 KVA & 6 nos. 100 KVA capacity Automatic Power Factor Control panels with Capacitor banks and harmonic filters. Annual Savings: 66 lacs. 2. 3. 4. 5. 6. 7. 8. 9. Achieved the average Load Factor of the plant at 77.9% by controlling Maximum Demand through Demand Controller. Annual Savings: 1.65 Crores. Installation of 1 no. 135 KVA Lighting energy saver panel for lighting at Traction plant. Annual Savings: 1.5 lacs. Installation of energy saver tube lights (2x28 W) instead of conventional tube lights (2x40W) in shop floor, canteen & office areas. Annual Savings: 2.6 lacs. Installation of Light Detecting Sensor for Automatic switching ON/OFF of Shop Floor lights. Annual Savings: 8.9 lacs. Installation of 28 W T5 Energy saver tube lights instead of 60W BC lamp at Auto J/F tank lighting. Annual Savings: 2.2 lacs. Electrical Interlocking of Fresh air & Exhaust Blowers with production machines to avoid idle running during non-productive hours. Annual Savings: 1.67 lacs. Installation of Silicon Control Rectifier control heating system in lead pot at Wirtz machines. Annual Savings 1.5 lacs. Installation of translucent sheet in Auto casting, Industrial ball mill areas to improve day light & better working environment.

Ahmednagar Plant: 1. Power Factor Maintained at unity (0.996). 2. 3. 4. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required. Energy efficient T-5 (216, 120 & 28 watts) lighting system provided instead of High Pressure Sodium Vapour lamps (400, 210 & 40 watts) in existing plant. 100% use of Recycled water for Gardening.

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5. 6. 7. II.

Installation of air turbine roof ventilators in the existing plant for improving ventilation as well as working environment. Reduction in Compressed Air Consumption by arresting Air Leakages. Creating awareness among workmen to conserve energy. Particulars as per Form B A1. Research & Development (R&D) Specific areas in which R&D is carried out by the Company Research & Development activities are mainly concentrated on development of new products in various segments and for advancement of designs and technology. The activities also include development of production tools for both existing as well as new products. Additionally, special focus is given for improving product consistency. A2. Benefits derived as a result of the above R&D Due to the R&D activities the Company has been able to maintain a technology leadership in several product ranges. Significant achievements in the recent past would include development of Idling Stop Start battery for Mahindra & Mahindra, development of battery for Toyotas Fortuna MCV, new products for General Motors, India and value engineered products for Maruti Suzukis ALTO. New products introduced would also include long life batteries for Inverter and Solar applications, batteries for E-bikes and VRLA motor cycle batteries. A3. Future Action Plan Research & Development would continue to be a major focus area for the Company. In view of the emerging needs for advanced lead-acid batteries for varied applications, the focus on technology and innovation would continue. Ongoing projects include development of state-of-the-art batteries for various applications including Idling Stop Start batteries, mild hybrid and electric vehicles. Upcoming projects would include rechargeability and deep cycling capability in the new range of batteries, enhancement of battery shelf life and introduction of new materials and advanced processes. Being a full member of ALABC (Advanced Lead Acid Battery Consortium), the Company will actively participate in the development of advanced products. A4. Expenditure on R&D The capital and revenue expenditure on R&D were respectively, aggregating to 9.76 Crores. 1.09 Crores and 8.67 Crores

Total R&D Expenditure as percentage of Net Turnover: 0.20%. B1. Technology Absorption, Adaptation and Innovation The Agreements with the Foreign Collaborators covers not only imports of new technology but also continued technical assistance and sharing of Best Practices in all spheres of manufacturing operations. This is an ongoing process and apart from absorption of the technology, efforts are directed towards further improvements and innovation. B2. Benefits Introduction of new products has helped the Company to meet the emerging market needs and also maintain its technological leadership. Significant benefits have been derived by way of enhanced market penetration by meeting the specific requirements of international and domestic vehicle manufacturers and the highly quality conscious export markets.

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B3. Particulars of Imported Technology in the last 5 years Technology Imported Automotive and VRLA Lead Acid Storage Batteries with ShinKobe Electric MachineryCo Ltd., Japan for Shamnagar, Haldia, Chinchwa and Hosur d Plants. Lead Acid Storage Batteries for Automotive applicationswith Furukawa BatteryCo Ltd., Japan for Taloja Plant. Y earof Import Since 1994-95.Current arrangementis effective 1st April, 2010 and is valid upto 31st March, 2015. H as T echnolog y been absorbed Agreemen is for t Technical Assistance for continuous improvements in manufacturing technology of differen t product and is in s progress. Agreemen is for t Technical Assistanc for e continuous improvements in manufacturin g technology of different products and is in progress. Being absorbed.The Agreemen also provides t support for future product improvements. If not fully absorbed, reason and futur actio plan s e n Since the technology is continuously evolving, the Agreementwill be ongoing.

Since 1997-98. Current arrangementis effective 1st December, 2010 and is valid upto 30th November, 2015.

Since the technology is continuousl evolving, the y Agreementwill be ongoing.

VRLA Lead Acid Storage Batteriesfor Motorcycles with Furukawa BatteryCo Ltd., Japan for Bawal and Ahmednagar Plants. Deep Cycling E-bike batteriesfor Electric Bicycles& Scooters with ChangxingNoble Power SourcingCo. Ltd., China. Automotive batteries for Idling Stop System with Furukawa Battery Co Ltd., Japan for Taloja Plant.

9th March, 2007, valid upto 8th March, 2012.

Not Applicable.

15th June, 2008, valid upto 14th June, 2010.

Partly absorbed.

Technologysupport extended withoutany additional TechnicalFees.

1st February 2010, valid upto 31st January, 2015.

In Progress.

Still under development.

III. Foreign Exchange Earnings and Outgoings 1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans: Your Company continued with its initiatives for developing the export market for both Automotive and Industrial batteries. During the year, MF batteries with Ca-Ca Alloy were launched into markets of Armenia & Uzbekistan. Successful inroads were made in Finland and Norway in Europe and Mozambique and Tanzania in Africa for the first time. Exide brand automotive batteries were supplied to Mauritius. In the Industrial Battery segment, the Company received the prestigious approval from one of the Globally Leading OEM of Motive Power Segment and is continuing to supply Traction batteries to them. Also, successful inroads were made in France, Norway and Finland in Europe with Traction batteries. We have also entered into the solar markets of Australia, Dubai and Nigeria and have also supplied to the Telecom market of Nigeria for the first time. 2. Total Foreign Exchange used and earned: Used : 704.74 crores Earned : 147.04 crores Place : Mumbai Date : 27th April, 2011

On behalf of the Board of Directors R G Kapadia Chairman

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FINANCIAL TRENDS
5600 5400 5200 5000 4800 4600 4400 4200 4000 3800 3600 3400 3200

1000

SALESTREND

950 900 850 800 750 700 650 600 Crores 550 500 450 400 350 300 250 200 150 100 50

OPERATING PROFIT TREND

Crores

3000 2800 2600 2400 2200 2000 1800 1600 1400 1200 1000 800 600 400 200 0

0 1 -0 2 02 -0 3 0 3 -0 4 04 -0 5 0 5-0 60 6 -0707 -0 808 -0 9 0 9 -1010 -1 1 Years

0 1-0 2 0 2 -0 30 3-0 4 0 4 -0 5 05 -0 60 6 -0 70 7 -080 8 -09 0 9-1 01 0 -1 1 Years

RETURN ON CAPITAL EMPLOYED

45 41.9 30

WORKING CAPITAL TO NET SALES

28.6

40 25 Percentage 35 30 34.5 35.1 Percentage 32.6 28.5 20 23.4 20.1

25 20 16.8 15 12.0 10 01-02 02-0303-0404-05 05-0606-0707-0808-09 09-1010-11 Years 19.3 21.5 18.4

15

15.9 11.7 8.4 8.8 7.5

11.5 10

10.7

5 01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09 09-1010-11 Years

21

1500 1400 1300

CONTRIBUTION TO THE EXCHEQUER

DEBT-EQUITY RATIO
1.4 1.2 1.0 0.8 0.68 Ratio 1.30

1200
1100

1000 900 Crores 0.57 0.52 0.35 0.26 0.04 0.95 800 700 600

0.6 0.4 0.2 0.0

0.59

500 400 300 200 100 0

01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09 09-10 1011 Years

01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09 09-10 10-11 Years

SOURCES OF FUNDS
745 2715 51 68 ( Crores)

15 455

APPLICATION OF FUNDS
( Crores) Fixed Assets Inventories Investments Customersand Others Cash & Bank Balances 874 859 1378 455 15 3,581 1378 874

Money borrowed from Banksand Others Payablefor Goodssupplied& servicesrendered ProposedDividend Deferred Tax Liability Shareholders Funds

2 745 51 68 2715 3,581

859

2750 2700 2650 2600 2550 2500 2450 2400 2350 2 300 2250 2200 2150 2 100 2 050 2000 1 950 1 900 1 850 1 800 1 750 1 700 1 650

SHAREHOLDERS FUNDS

1600

1 550 1500 1 450 1 400 1 350 1300 1 250 1 200 1 150 1 100 1 050 1 000 950 900 850 800 750 700 6 50 600 5 50 5 00 450 4 00 3 50 3 00 2 50 2 00 1 50 1 00 5 0 0

01 -0 2 02 -0 3 03 -0 4 0 4 -05 05 -0 6 0 6 -07 0 7 -08 0 8-0 9 0 9 -1 0 1 0 -1 1 Years

286 278 270 262 254 246 238 230 222 214 206 198 192 184 176 168 160 152 144 136 128 120 112 104 96 88 80 72 64 56 48 40 32 24 16 8 0

EMPLOYEE REMUNERATION & BENEFITS

Crores

Crores

01 -0 2 0 2 -0 30 3 -0 40 4-0 50 5-0 60 6 -0 70 7 -080 8 -09 0 9-1 01 0 -1 1 Years

THE DECADE IN RETROSPECT

( Cro r e s ) 2 0 0 2 -0 3 2 0 0 1 -0 2 1095 985 162 132 127 86 29 11 52 31 98 75 1 4 .7 0 16 415 19 349 783 282 143 425 62 296 783 8 .3 2** * 1 9 .9 8 .7 9 13 423 19 353 795 343 127 470 62 263 795 7 .3 6*** 1 0 .3

S a le s (G ro s s ) O p e ra tin g P ro fit G ro s s P ro fit T a xa tio n N e t P ro fit C a s h P ro fit A n n u a lis e d E a rn in g p e r S h a re () D iv id e n d

2 0 1 0 -1 1 2 0 0 9 -1 0 2 0 0 8 -0 9 2 0 0 7 -0 8 2 0 0 6 -0 7 2 0 0 5 -0 6 2 0 0 4 -0 5 2 0 0 3 -0 4 5558 4542 4233 3606 2383 1761 1483 1220 983 902 551 476 317 229 182 182 977 892 503 439 289 207 168 165 274 274 151 124 80 51 37 37 666 537 284 250 155 101 77 73 750 618 352 315 209 156 131 127 7 .8 4 140 6 .6 9 95 685 1335 912 2932 90 593 683 59 2190 2932 2 5 .7 6 4 4 .1 3 .5 5 56 653 668 742 2063 317 487 804 41 1218 2063 1 5 .2 2 2 8 .7 3 .3 0 37 565 518 877 1960 350 572 922 48 990 1960 1 2 .3 7 3 9 .9 + 2 .0 7 # 31 455 378 572 1405 325 407 732 45 628 1405 8 .3 7 3 0 .8 1 3 .4 3 # 26 408 279 440 1127 290 282 572 51 504 1127 6 .7 2 2 3 .5 1 0 .3 0 # 21 428 112 458 998 290 220 510 59 429 998 5 .7 2 2 3 .1 1 0 .2 3 # 32 416 20 366 802 199 210 409 58 335 802 4 .7 0 2 4 .6

B a la n c e S h e e t N e t F ix e d A s s e ts * 874 In v e s tm e n ts 1378 C u rre n t A s s e ts 1329 T o ta l A s s e ts 3581 Loans 2 C u rre n t L ia b ilitie s 796 S u b T o ta l 798 D e fe rre d T a x L ia b ility 6 8 N e t W o rth * 2715 T o ta l L ia b ilitie s 3 5 8 1 B o o k V a lu e P e r 3 1 .9 4 S h a re ()* * R e tu rn o n 3 0 .4 N e tw o rth (% )

* N e t o f R e v a lu a tio n R e s e rv e * * A t s a m e p a r v a lu e o f s h a re *** B e fo re B o n u s -Is s u e a t 1 :1 in 2 0 0 3 -2 0 0 4 # P o s t B o n u s Is s u e

+ P o s t S u b -d iv is io n o f s h a re s

SUBSIDIARIES/ASSOCIATES

EQUITY HISTORY
YEAR 1960 1965 1967 1968 1974 1977 1978 1980 1983 1987 1996 1997 1998 2001-02 2002-03 2003-04 2004-05 2006-07 2007-08 2009-10 EQUITYSHARES NUMBER FACE VALUE PER Crores) 11,80,000 10 2,36,000 10 3,54,000 10 3,54,000 10 18,88,000 10 15,04,500 10 9,38,100 10 16,13,650 10 48,40,950 10 77,45,520 10 41,30,944 10 40,48,152 10 71,67,454 3,23,209 67,723 3,56,10,338 37,79,324 75,00,00,000 5,00,00,000 5,00,00,000 10 10 10 10 10 1 1 1 PARTICULARS CUMULATIVE SHARE CAPITAL( in 1.18 1.42 1.77 2.12 4.01 5.52 6.46 8.07 12.91 20.66 24.79 28.83 36.00 35.68 35.61 71.22 75.00 75.00 80.00 85.00 Public Issue BonusIssue BonusIssue BonusIssue BonusIssue BonusIssue RightsIssue BonusIssue BonusIssue BonusIssue RightsIssue Conversionof EquityWarrants RightsIssue Buy Back Buy Back BonusIssue Preferential Issue Sub-division RightsIssue QualifiedInstitutions PlacementIssue

Dividend: The Boar has recommende a final dividen of 0.60 per share (60%) subjec to approva of the shareholder at the ensuin Annua Genera Meeting d d d t l s g l l . Together with interi dividen of 0.90 per shar (90%) paid on 2nd November2010 the total dividen for the year works out to 1.50 per shar (150% [previou m d e , d e ) s year 100%].

REPORT ON CORPORATE GOVERNANCE

Governance Philosophy The Corporate Governance philosophy of the Company remains substantially unchanged, the salient features of which are as under: Exide views Corporate Governance as a systemic process by which companies are directed and controlled to maximise their capacity to generate wealth. As large corporates use vast quantum of societal resources, Exide believes that the governance process should ensure that these companies are managed in a manner that meets both stakeholders aspirations and societal expectations. Exides Corporate Governance initiative is based on two core principles: i. Management must have the executive freedom to drive the organization forward without undue restraints; and Control ensures that freedom of management is exercised within a framework of checks and balances and is designed to prevent misuse of power, facilitate timely response to change and ensure effective management of risks. Exides Corporate Governance processes continuously reinforce and help actualize the Companys belief in ethical corporate citizenship and is manifest through exemplary standards of ethical behaviour, both within the organisation as well as in external relationships. THE GOVERNANCE STRUCTURE The practice of Corporate Governance in Exide is at three interlinked levels: i. Strategic supervision - by the Board of Directors

ii. This freedom of management, however, should be exercised within a framework of effective accountability and transparency. Exide believes that any meaningful policy on C o r p o r a t e G o ve r n a n c e m u s t p r o vi d e empowerment to the executive management of the Company and simultaneously create a mechanism of checks and balances which ensures that the decision making powers vested in the executive management are used with care and responsibility. Exides governance philosophy embraces the tenets of trusteeship, transparency, empowerment and accountability, control and ethical corporate citizenship. Exide believes that the practice of each of these tenets would lead to the creation of the right corporate culture in which the Company is managed in a manner that fulfils the purpose of Corporate Governance. Trusteeship recognises that large corporations have both an economic and a social purpose, thereby casting the responsibility on the Board of Directors to protect and enhance shareholder value as well as fulfill obligations to other stakeholders. Transparency requires that the Company makes appropriate disclosures where necessary and explains the basis of its policies and actions to all those who are affected by them. Empowerment is a process used to unleash creativity and innovation throughout the organisation by decentralising and delegating the decision making powers at the most appropriate levels.

ii. Strategic management - by the Executive Committee iii. Executive Divisional management by the

Head of the business This three-tier structure ensures that strategic supervision on behalf of the shareholders, being free from the task of strategic management, can be conducted by the Board with objectivity thereby sharpening accountability of the management. Further, strategic management, being free from the task of day-to-day executive management, remains focused and energized. The structure also ensures that executive management of the divisions, being free from the collective strategic responsibilities for Exide as a whole, is focused on enhancing the quality, efficiency and effectiveness of each business. The core roles of the key entities flow from the structure. The core roles, in turn, determine the core responsibilities of each entity. In order to discharge such responsibilities each entity is empowered formally with requisite powers. The structure, processes and practice of governance enables focus on the Corporate purpose while simultaneously facilitating effective management of the diverse businesses within the portfolio. BOARD OF DIRECTORS In terms of the Companys Corporate

Governance Policy, all statutory and other significant and material information are placed before the Board

to enable it to discharge its responsibilities of strategic supervision of the Company and as trustees of stakeholders. Composition As on the date of this Report the Board of Directors of the Company consists of four Executive Directors and nine Non-Executive Directors including a Non-Executive Chairman. There is also one Alternate Director who is a Non-Executive Director. The Non-Executive Directors are eminent professionals with experience in business, finance, law and corporate management. The composition of the Board of Directors as on 27th April, 2011 is as follows:
N a m e o f D irec to r C a te g o ry of D irec to rs o o f o th e r C o m m itte e M e m b e rs h ip s N D ire cto rs h ip sh e ld in o th e r c o m p an ie s (**) h eld (*) as M em b e r a s C h a irm a n 3 4 N il N il N il N il N il 5 N il 1 1 2 N il N il 5 N il N il N il N il N il N il 1 N il 3 N il 5 N il N il

eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting: 1. Mr R B Raheja 2. Mr Winston Wong A brief Resume of the above named Directors along with the particulars of Directorships held by them has been appended to the Notice for the Annual General Meeting which is being circulated to the members alongwith this Report. Mr Nadeem Kazim, Mr R B Raheja and Mr Winston Wong do not hold any equity shares in the Company. Meetings and Attendance During the financial year ended 31st March, 2011 five Board Meetings were held on 28th April, 2010, 13th July, 2010, 16th September, 2010, 12th October, 2010, and 18th January, 2011 respectively. The previous Annual General Meeting was held on 14th July, 2010. Directors attendance at Board Meetings and at Annual General MeetingD(AGM):o o f B o ard M e e tin A s d a n ce a t N a m e o f irec to r N g tten
la st A G M A tten d e d M r R G K a p a d ia 3 Yes M r R B R a h e ja 1 M r T V R am a n a th a n 5 Yes M r G C h a tterjee 5 Yes D r S K M ittal* 1 M r P K K a tak y 5 Yes M r A K M u k h e rje e 5 Yes M r H M K o th a ri 2 M r B h a s k ar M itte r 3 Yes M r S N M o o k h ease a N il rje Director at the M r A H P a rp ia ** 1 M r S B R a h e ja ensuing il Annual General N M r V ija y A g g a rw a l 1 Meeting. M r D S P a re k h 2 (A lte rn a te to The following Directors M r S B R a h e ja ) retire N il by rotation in M r W W ong M s M o n a N D es a i 1 accordance with the

In d e pe n d en t N o n 7 E xe cutive C h a irm a n M r R B R a h e ja N on -E xe cu tiv e 7 V ice C ha irm a n M r T V R a m a n a th aE xe cutive D ire ctor n 3 M r G C h atte rje e E xe cutive D ire ctor 4 M r P K K a ta ky E xe cutive D ire ctor 3 M r A K M u k h erjee E xe cutive D ire ctor 3 M r H M K o th ari In d e pe n d en t N o n 4 E xe cutive D ire ctor M r B h as k a r M itte r In d e pe n d en t N o n 3 E xe cutive D ire ctor M r S N M o o k h e rje e d e pe n d en t N o n In N il E xe cutive D ire ctor M r V ija y A g g arw a lIn d e pe n d en t N o n 4 E xe cutive D ire ctor M r S B R a h eja N on -E xe cu tiv e D ire cto r 3 In d e pe n d en t N o n M r D S P are kh 13 (A lte rn a te to E xe cutive D ire ctor M r S B R a h eja ) M r W W ong N on -E xe cu tiv e D ire cto r N il M s M o n a N D e sa i In d e pe n d en t N o n 4 E xe cutive D ire ctor M r R G K a p a d ia

* Excludes Directorships in Indian Private Limited Companies, Foreign Companies, Companies u/s 25 of the Companies Act, 1956 and memberships of Managing Committees of various Chambers/bodies and Alternate Directorships. ** Committees include only Audit Committee and Shareholders Grievance Committee. Mr R B Raheja & Mr S B Raheja are related. Appointment/Re-appointment of Directors At the Meeting of the Board of Directors held on 27th April, 2011, Mr Nadeem Kazim has been appointed as an Additional Director, designated Director HR & Personnel, with effect from 1st May, 2011. A Notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing the appointment of Mr Nadeem Kazim

provisions Companies and, being

of Act,

the 1956

Dr S K Mittal ceased to be a member of the Board of Directors of the Company consequent upon retiring from the services of the Company on 30th April, 2010. ** Mr A H Parpia resigned from the Board of Directors of the Company on 28th April, 2010. Code of Conduct for Directors and Senior Management The Board had approved of the Code of Conduct as applicable to the Directors

and the members of the Senior Management on 21st October, 2005. All Directors and members of the Senior Management have adhered to the Code of Conduct of the Company during the year and have signed declarations of compliance with the same. The Annual Report of the Company contains a declaration to this effect from the Managing Director & CEO. The Code of Conduct has also been posted on the website of the Company. COMMITTEES OF THE BOARD A. AUDIT COMMITTEE The Audit Committee of the Company, inter alia, provides assurance to the Board on the adequacy of the internal control systems, financial disclosures and ensures that generally accepted accounting principles are observed by the Company. It also provides guidance and liaise with the Internal Auditors as well as the Statutory Auditors of the Company. The terms of reference of the Audit Committee are in conformity with the revised requirements of Clause 49 of the Listing Agreement read in conjunction with Section 292A of the Companies Act, 1956. Composition The Audit Committee presently comprises of five independent Non-Executive Directors. Mr R G Kapadia, Chairman of the Committee is an independent Non-Executive Director and a Chartered Accountant acknowledged as a financial expert in his own right. Mr Bhaskar Mitter, Mr S N Mookherjee, Mr Vijay Aggarwal and Ms Mona N Desai are also members of the Audit Committee. All the members are well versed in corporate finance and related areas. The Managing Director & CEO, Director- Finance & CFO and Chief- Internal Audit are permanent invitees to the audit committee meetings. Mr S Coomer, Company Secretary and Vice PresidentLegal & Administration is the Secretary of the Committee. Attendance During the financial year ended 31st March, 2011 four meetings of the Audit Committee were held on 28th April, 2010, 13th July, 2010, 12th October, 2010 and 18th January, 2011 respectively.
Name ofDirector M r R G Kapadia M r Bhaskar Mitter M r VijayAggarwal M r S N Mookherjee Number of meetings attended 4 2 2 Nil

The representatives of the Statutory Auditors attended three out of four Audit Committee Meetings held during the year. B. REMUNERATION COMMITTEE The Remuneration Committee of Directors recommends to the Board the compensation terms of Executive Directors and Executive Committee members. Mr Bhaskar Mitter, Chairman of the Committee is an Independent Non-Executive Director. The names of the other members of the Committee are Mr R G Kapadia, Mr T V Ramanathan, Mr S N Mookherjee, Mr Vijay Aggarwal and Ms Mona N Desai. Attendance During the financial year ended 31st March, 2011, one meeting of the Remuneration Committee was held on 28th April, 2010.
Name ofDirector M r Bhaskar Mitter M r R G Kapadia M r T V Ramanathan M r S N Mookherjee M r VijayAggarwal M s M onaN Desai* Number of Meetings attended 1 1 1 1 1

* Ms Mona N Desai was appointed a member of the Remuneration Committee of Directors on 27th April, 2011. Remuneration of Non-Executive Directors The Non-Executive Directors do not receive any remuneration from the Company, apart from the sitting fees. Remuneration of Executive Directors All the Executive Directors of the Company have been appointed on contractual basis based on the approval of the shareholders for periods ranging from 2 to 5 years. The details of remuneration paid to Executive Directors for the year ended 31st March, 2011 are given herein below:
N a m o f D ir e c to r S a la r& e y P e r fo r m ance Bonus ( in c ro re s ) M rT V R a m a n a th a1n.0 7 M rG C h a tte r je e 0 .9 2 M r P K a ta k y K 0 .9 2 M rA K M u k h e r je e 0 .4 8 D rS KM itta l* 0 .0 3 C o n tr i b u tio n s r e tir a l fu n d s ( in c ro re s ) 0 .2 3 0 .1 9 0 .2 1 0 .1 1 0 .0 1 P e r q u is ite s o m m i- T o ta l C & to O th e r s s io n b e n e fits ( in c ro re s ) 0 .1 1 0 .1 7 0 .1 3 0 .1 0 0 .0 1 ( in ( in c ro re s ) c ro re s ) 0 .1 7 1 .5 8 1 .2 8 0 .1 4 1 .4 0 0 .0 7 0 .7 6 0 .0 5

* Retired from services of the Company on 30th April, 2010. Shareholding of Non Executive Directors No of shares held as Name ofDirector
on 31st M arch, 2011 M r D S Parekh M r H M Kothari M s M onaN Desai 22,805 2,14,491 78,666

Ms rMona Desai* M M onaN N Desai was appointed a member of the Audit Committee of Directors on 27th April, 2011.

C. SHAREHOLDERS GRIEVANCE REDRESSAL COMMITTEE The Shareholders Grievance Redressal Committee comprises of three Directors. Mr Bhaskar Mitter, a Non-Executive Independent Director, is the Chairman of the Committee. Mr T V Ramanathan and Mr G Chatterjee are also members of the Committee. The Committee looks into redressal of investor complaints relating to transfer of shares, non- receipt of dividend, non-receipt of annual reports etc. Mr S Coomer, Company Secretary and Vice President- Legal & Administration acts as the Secretary to the Committee and is assigned with the responsibility of overseeing investor grievances. Attendance During the financial year 2010-2011, one meeting of the Shareholders Grievance Redressal Committee was held on 2nd December, 2010.
Name ofDirector M r Bhaskar Mitter M r T V Ramanathan M r G Chatterjee Number of meetings attended 1 1 1

E. BANKING OPERATIONS COMMITTEE The Banking Operations Committee has been constituted to approve opening and closing of bank accounts, change in bank signatories and other routine banking operations. The Committee comprises of four Executive Directors, viz. Mr T V Ramanathan, Mr G Chatterjee, Mr P K Kataky and Mr A K Mukherjee. Attendance During the financial year ended 31st March, 2011 three meetings of the Committee were held on 7th June, 2010, 12th August, 2010 and 10th March, 2011 respectively.
Nam e ofDirector M r T V Ramanathan M r G Chatterjee M r P K Kataky M r A K Mukherjee Number of meetings attended 3 3 1 3

Details of complaints at the beginning of the year, received and resolve during the year and d pending share transfer as on 31st March, s 2011:
Num ber of com plaintsat the beginning of year the Num ber of com plaintsreceived Num ber of com plaintsredressed Num ber of com plaintsnot resolved Num ber of pending share transfers Nil 32 32 Nil 18

F. EXECUTIVE COMMITTEE The Executive Committee comprises of the Executive Directors and Key Management Personnel. The Committee focuses on the strategic management issues of the Company subject to the overall supervision of the Board of Directors. During the financial year ended 31st March, 2011 nine meetings of the Executive Committee were held on 30th April, 2010, 26th May, 2010, 29th June, 2010, 9th August, 2010, 10th September, 2010, 10th November, 2010, 10th December, 2010, 19th January, 2011 and 11th March, 2011 respectively. The names of members of the Executive Committee as on 31st March, 2011 and the number of meetings attended by them during 2010-2011 are as follows:
Name M r T V Ramanathan M r G Chatterjee M r P K Kataky M r A K Mukherjee M r Nadeem Kazim M r S Coomer Number of meetings attended 9 9 9 8 9 8

D. SHARE TRANSFER COMMITTEE The Share Transfer Committee comprises of four Executive Directors, viz. Mr T V Ramanathan, Mr G Chatterjee, Mr P K Kataky and Mr A K Mukherjee. The Committee approves the transfer/transmission of shares, sub-division or consolidation of shares and issue of new/duplicate share certificates, etc. Attendance During the financial year ended 31st March, 2011 thirteen meetings of the Share Transfer Committee were held on 9th April, 2010, 5th May, 2010, 7th June, 2010, 8th July, 2010, 9th August, 2010, 9th September, 2010, 6th October, 2010, 22nd October, 2010, 17th November, 2010, 10th December, 2010, 10th January, 2011, 10th February, 2011 and 10th March, 2011 respectively.

GENERAL BODY MEETINGS Particular of last three Annual s Meetings: E n d e d V e n u e AG M Year D a te

General
T im e

6 1 st 3 1 .0 3.2 0 0 8 K a lam a n dir 2 5 .0 7.2 0 0 8 1 0 .30 A M 48 S h a ke spe a re S a ra n i K o lkata - 7 00 0 1 7 6 2 nd 3 1 .0 3.2 0 0 9 6 3 rd 3 1 .0 3.2 0 1 0 Do Do 1 7 .0 7.2 0 0 9 1 0 .30 A M 1 4 .0 7.2 0 1 0 1 0 .30 A M

Name ofDirector M r T V Ramanathan M r G Chatterjee M r P K Kataky M r A K Mukherjee

Number of meetings attended 12 10 5 12

E EXIDE INDUSTRIES LIMITED

SPECIAL RESOLUTION The details of Special resolutions passed by the Company at the last three Annual General Meetings (AGM) are given herein below:
D ate of AGM S ubject m atter o f th e T riggerin g S ection of resolution the Com panieAct, 1956 s 25th July 2008 R e-appointm ent of S ection224A M essrs S R B atliboi & C o., S tatutory Auditors 17th July 2009 N o S pecial Resolution 14th July 2010 N o S pecial Resolution

D. W hetherOfficialnews Releasesand Presentations made to Institutional Investors/Analysts postedon are the web-siteof the Company : Yes

POSTAL BALLOT No resolution by means of Postal Ballot was passed during the year ended 31st March, 2011. DISCLOSURES a. Disclosures on materially significant related party transactions that may have potential conflict with the interest of Company at large Details of transactions of a material nature with any of the related parties as specified in Accounting Standard 18 issued by the Institute of Chartered Accountants of India have been reported in the Notes to the Accounts. There is no transaction of a material nature with any of the related parties which is in conflict with the interests of the Company. b. Details of non-compliance by the Company, penalties imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years. There was no such instance of noncompliance during the last three years. c. All mandatory requirements have been appropriately complied with and the nonmandatory requirements are dealt with at the end of the report. MEANS OF COMMUNICATION A. Quarterl result and Audite Financia Result y s d l s are generally published in following Newspapers: The Economi Times c The Telegraph Anand Bazar Patrika a The Hindu Busines Line s The Time of India s B. The Company websit at www.exideindustries.com s e is regularlyupdatedwith the financialresults. C. W hether MD & A is a part of AnnualReport : Yes

EXIDE INDUSTRIES LIMITED

GENERAL SHAREHOLDER INFORMATION 1. The 64th Annual General Meeting is proposed to be held on Thursday, 21st July, 2011 at 9:30 a.m. at Kala Mandir 48, Shakespeare Sarani, Kolkata - 700017. 2. Financial Year: 1st April to 31st March. 3. The Company has furnished information, as required by Clause 49(VI)(G) of the Listing Agreement of the Stock Exchanges, relating to appointment and re-appointment of retiring directors. Shareholders may kindly refer to the Notice convening the 64th Annual General Meeting of the Company. The name of other companies in which the retiring directors holds directorship and the membership of Committees of the Board in other Companies are also given in the annexure to the Notice convening the 64th Annual General Meeting. 1. Tentative Financial Calendar for 2011-12
F irst Q u arte rly R es u lts S e c o nd Q u arte rly/H alf Y e arly R es u lts T hird Q ua rte rly R e s u lts Ju ly, 20 1 1 O ctob e r, 2 0 1 1 Ja nu a ry, 2 0 1 2

A n n ua l R e s u lts fo r th e ye a r e nd ing o n 3 1 st M archp ril, 1 2 1 2 A , 20 20 A n n ua l G e n e ra l M e etin g fo r th e yea r e nd in g o n Ju ly, 20 1 2 3 1s t M arc h , 2 0 12

2. Dates of Book Closure The Share Transfer Books and Register of Members of the Company will remain closed from 16th July, 2011 to 21st July, 2011 (both days inclusive). 3. Dividend Payment Date During the financial year 2010-2011, the Company paid an interim dividend @ 0.90 per equity share of 1 each, to its shareholders. The Final Dividend @ 0.60 per equity share of 1 each for the year ended 31st March, 2011 as recommended by the Board at its meeting held on 27th April, 2011 if approved by the shareholders at the Annual General Meeting to be held on Thursday, 21st July, 2011 will be paid within 30 days from the date of the Annual General Meeting. 4. Listing of Equity Shares on Stock Exchanges and Stock Code/Symbol The Equity Shares of the Company are presently listed on the following Stock Exchanges:
N am e o f the Sto ck Exchange T he C alcutta Stock Exchange Limited B om bay Stock Exchange Limited N ational Stock Exchange of India Limited S tockCode 15060& 10015060 500086 Symbol

E EXIDEIND

5. Stock Market price date for the year on BSE, NSE & CSE
M o n th B SE (#) H ig ( ) h L ow ( ) N SE (#) H ig ( ) h L ow ( ) 1 1 5 .4 0 1 0 8 .6 0 1 1 7 .3 5 1 2 4 .5 0 1 3 7 .8 5 1 4 5 .3 0 1 5 1 .1 0 1 3 5 .9 0 1 5 8 .6 0 1 0 9 .6 0 1 1 4 .5 5 1 2 9 .3 0 * * * * * * * * * * * * CSE* H ig ( ) h L ow ( ) * * * * * * * * * * * *

A p ril 2 0 1 0 1 2 6 .8 5 1 1 5 .5 0 1 2 6 .8 5 M ay 2010 1 2 4 .4 0 1 0 9 .0 5 1 2 4 .5 0 June 2010 1 3 6 .9 5 1 1 7 .3 5 1 3 7 .0 0 J u ly 2 0 1 0 1 4 6 .8 0 1 2 4 .2 5 1 4 7 .2 5 A u g u s t 2 0 1 0 1 5 7 .3 5 1 3 7 .4 0 1 5 7 .9 0 S e p te m b e r 2 0 1106 9 .0 0 1 4 5 .4 0 1 6 8 .8 0 O c to b e r 2 0 1 0 1 7 9 .8 0 1 5 1 .8 0 1 7 9 .9 5 N o v e m b e r 2 0 1 0 7 5 .0 0 1 5 1 .9 5 1 7 4 .9 0 1 D e c e m b e r 2 0 1 0 7 6 .3 0 1 5 9 .0 5 1 7 6 .4 0 1 J a n u a r y 2 0 1 1 1 7 4 .7 5 1 1 2 .0 0 1 7 4 .7 5 F e b ru a ry 2 0 1 1 1 3 8 .2 0 1 1 5 .2 0 1 3 8 .2 0 M a rc h 2 0 1 1 1 4 5 .4 0 1 3 1 .2 5 1 4 5 .4 5 (# ) S o u rc e B S E a n d N S E w e b - s ite * N o tra d in g o n th e e x c h a n g e

6. Share Price Index

200 180 160 140 120 100 80 60 40 20 0 25,000.00 20,000.00 15,000.00 EXIDE BSE HIGH BSE Sensex 10,000.00 5,000.00 November, 2010 October, 2010 April, 2010 May, 2010 June, 2010 July, 2010 December, 2010 January, 2011 February, 2011 August, 2010 September, 2010 March, 2011

the DRF and Share Certificates to the Share Transfer Agent after generating the DRN. 9. Nomination Facility The Companies (Amendment) Act, 1999 has introduced the facility of nomination to share/debenture/deposit holders. This facility is mainly useful for all holders holding the shares/debentures/deposits in single name. In cases where the securities/ deposits are held in joint names, the nomination will be effective only in the event of the death of all the holders. Investors are advised to avail of this facility, especially those holding securities in single name, to avoid the process of transmission by law. Investors holding shares in physical form may obtain nomination form from the Registrar and Share Transfer Agent of the Company. However, if the shares are held in dematerialized form the nomination has to be intimated to your depository participants directly, as per the format prescribed by them. 10.Share Transfer Record
Month No. oftransfers No. of shares processed April 2010 5 13761 May 2010 17 25696 June 2010 13 12458 July 2010 22 39690 August2010 10 22310 pending September 2010 4 6740 October2010 with the Share Transfer Agent 31 48069 Novem ber 2010 beyond a period 7 14763 Decem ber 2010 of 30 days. Shareholders 9 10089 January2011 10 should, therefore, 22850 February2011 10 21811 ensure3 that their DPs do not March2011 4641

EXIDE BSE HIGH

7. Registrar & Share Transfer Agent The Company has engaged the services of C B Management Services (P) Ltd, P-22 Bondel Road, Kolkata-700 019, a SEBI registered Category I Registrar and Share Transfer Agent, for processing transfers, subdivision, consolidation, etc. Since trading in Companys shares can now be done only in the dematerialized form request for demat and remat should be sent directly to the Registrar. The Company has made arrangements for dematerialization of its share currently held in physical form with National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). 8. Share Transfer System As already stated, the Companys shares are traded on the Stock Exchanges compulsorily in demat mode. Therefore, shareholders are requested to kindly note that physical documents, viz. Demat Request Forms (DRF) and Share Certificates, etc. should be sent by their Depository Participants (DPs) directly to the Share Transfer Agents. Any delay on the part of the DPs to send the DRF and the Share Certificates beyond 15 days from the date of generation of the DRN by the DP will be rejected/cancelled. This is being done to ensure that no demat requests remain

BSE SENSEX

delay in sending

11.Distribution of Shareholding as on 31.03.2011

Range F rom To 1 5 00 0 50 0 1 10 0 0 0 1 0 0 01 20 0 0 0 2 0 0 01 30 0 0 0 3 0 0 01 40 0 0 0 4 0 0 01 50 0 0 0 5 0 0 01 1 0 0 00 0 1 0 00 0 1 & a b o v e T O T AL N o . o f s h are s% o f to tal T o tal n o . % o f to ta l o f fa c e v a lu e sh a re s o f h o ld e rs h o ld ers o f 1 .00 e ac h 3 2 18 8 1 01 3 .7 9 1 6 37 5 8 75 1 .9 3 1 5 27 6 4 52 1 .8 0 8 8 5 45 6 6 1 .0 4 5 9 1 00 4 1 0 .6 9 4 0 7 40 6 9 0 .4 8 1 2 14 8 0 46 1 .4 3 7 5 51 7 2 85 0 8 8.8 4 8 5 00 0 0 00 0 1 00 .0 0 65 1 2 7 2 31 7 1 10 0 364 170 91 172 281 69 6 2 2 93 .5 4 3 .33 1 .58 0 .52 0 .25 0 .13 0 .25 0 .40 10 0 .0 0

12.Shareholding Pattern of the Company as on 31.03.2011

C a te g o ry N o .o f S h a re s % o f to ta lis s u e d h a re s P ro m ote r H o ld in g 3 9 0 95 4 6 66 4 5 .9 9 F ore ig n In stitu tio na l In v e stors 1 2 8 65 4 4 33 1 5 .1 4 N o n R e sid en t Ind ividu a l 4 26 3 1 40 0.5 0 M u tua l F un d s 47 1 3 17 2 4 5.5 4 F in an cia l In stitution s, In sura n ce C om p a nies & B a nks 89 1 3 96 7 4 1 0 .4 9 P u b lic 96 6 6 03 9 4 1 1 .3 7 B o d ie s C o rp o rate 92 3 7 07 4 2 1 0 .8 7 D ire ctors & th eir re lativ e s 8 25 2 2 7 0.1 0 TOTAL 8 5 0 00 0 0 00 1 0 0.0 0

13.Dematerialisation of Shares As on 31 March, 2011, 43,68,12,104 shares representing 51.39% of the Companys total shares are held in dematerialized form and 41,31,87,896 shares representing 48.61% of the Companys total shares are held in physical form respectively. 14.Outstanding GDRs/ADRs/ Warrants or any convertible instruments, conversion date and likely impact on equity The Company has not issued any GDRs, ADRs, Warrants or any other convertible instruments. 15.Plant Locations
Location W estBengal W estBengal Haryana Maharashtra Maharashtra Maharashtra TamilNadu Address 91 New Chord Road, Athpur,Shamnagar, 24 Parganas - 743 128 (N) Durgachak, Haldia, Dist Midnapore, W est Bengal 721 602 Plot No. 179, Sector 3, HSIDC Growth Centre, Bawal- 123 501 D2, MIDC IndustrialEstate,Chinchwad East, Pune - 411 019 Plot No. T-17 MIDC Taloja Industrial Area, Taloja- 410 208 E-5, MIDC, Nagapur Taluka, Ahmednagar 414 111 Chichurakanapalli, Sevaganapalli Panchayat, Hosur Taluk, Krishnagiri 635 103 Dist -

16.Address for Correspondence The Companys registered office is situated at Exide House, 59E, Chowringhee Road, Kolkata - 700 020. Shareholders correspondence should be addressed to any of the following: (a) Share Department, Exide Industries Ltd. Exide House, 59E Chowringhee Road, Kolkata 700 020 Contact Person: Mr Supriya Coomer, Company Secretary and Compliance Officer. Tel Nos. : [033] 2283 2120/2150/2180 Fax No. : [033] 2283 2637 email : supriyac@exide.co.in (b) C B Management Services (P) Ltd, P- 22 Bondel Road, Kolkata 700 019 Contact Person: Mr Sankar Ghosh, Vice President Tel No. : [033] 4011 6700/6725 Fax No. : [033] 2287 0263 email : rta@cbmsl.com (c) For investor grievances shareholders may send an email to cosec@exide.co.in

Status as regards adoption/non adoption of non-mandatory requirements laid down in revised Clause 49 of the Listing Agreement and forming part of the Report on Corporate Governance
P artic ula rs S ta tu s T he B oa rd a) N o n -E xe c u e C h a irm n m ay m a in ta i a C h a irm a s o ffic at th e N o t A do pted tiv a n n e e xp e n s e th e C o m p an y. of b) In d e p e n d e n ire c tosr m ay h a ve a te n u e n ot e xc e e d in in th e N o t A do pted tD r g a g g re g a tea p e rio of n ine ye a rs on the B o a d of the C o m p a n y. , d , r R em u n eration C o m m itte e i) T he a b o v C o m m itte h as b e en c o n s titu te as p er the p ro v is io n s A do pted e e d con tain ed S ched ule III of the C om panies 19 56 . in X A ct, ii) Th e C ha irm an th e C o m m itteea isIn de pe nden t ire ctor. of n D A do pted iii) T he C h a irmn of the C o m m itte w as p re s e t at the la st A n n u a l A do pted a e n G e n eraM e e tin g th e M e m b ers. l of S ha re ho ld e rs R ig h ts A h a lf-ye ay d e c la ra tio of fin a n ciap e rfo rm a n cin c lu d in su m m a r o f A d op te.dH ow ever se n durin 2 01 0-2011as part rl n l e g y , not t g the sig nificanevenst in the last six m on th m ay be sen to eac householdof a usterity ea su res. t s t h m o f sh are h o ld e rs. A u d it C ertificatio n s C om panm ay m ov tow ard a reg im of un qu alifiefinan ciastatem ents. A d o p te e v en b e fo e C la u s 49 b e c a m e ffe ctive . y e s e d l d r e e T ra in in g B o a rdm em b ers of s d s r B o a d m e m b e r m a be tra in e in the b u s in es m o d e of the C o m p ay A l m em berof the B oar are expert in thei respective r s y d s l n a s w e ll as o n th e p ro file f th e b usin e ss p a ram eters o fcom pa n y, fie ld a nd w e l a w a e of the b u s in es m o d e of th e risk o th e s r s l th e irresp o n sib ilitie s a s D ire cto rs a nd th ea ys of isch arg inth em . C o m pan as w e lla s its riskprofile. b estw d g y E va lu a tio o f N o n -E x ec u tiveo a rdM em b e rs n B M ech anm for eva lu a tin pe rfo rm a n cof n on -execue d irec to r by p eer N ota d op te d is g e tiv s g ro u c o n s is tin of e n tir b o a d e xclu d in the d ire cto b e in e valu ated . p g e r g r g W h istle B lo w er P o lic y T he C o m p ay m a e s ta b lis a m e ch a n m for e m p lo yese to re p otr to N ota d op te d n y h is the m an ag em en cern a b ou u ne thicabe h aviora ctu a or su sp ecte d t con s t l , l fra u or v io la tio of the C o m p a ns co de of co n d u tc or e th ic p olic y . d n y s Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges on Code of Corporate Governance, Certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance by the

31

Company is annexed.

32

AUDITORS CERTIFICATE
To The Members of Limited Exide Industries

We have examined the complianc of conditions of corporate governanc by Exide Industries Limited, e e for the year ended on 31st March 2011, as stipulated in clause 49 of the Listing Agreemen of the said t Company with stock exchange(s). The complianc of conditions of corporat governanc is the responsibilit of the management Our e e e y . examination was limited to procedure and implementatio thereof, adopted by the Compan for ensuring s n y the compliance of the conditions of the Corporat Governance It is neither an audit nor an expressio of e . n opinion on the financial statement of the Company. s In our opinion and to the best of our informatio and accordin to the explanation given to us, we certify n g s that the Compan has complie with the condition of Corporat Governanc as stipulate in the above y d s e e d mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectivenes with which the managemen has conducted the s t affairs of the Company. For S. R. Batliboi & Co. Firm registration number: 301003E Chartered Accountants per Sanjoy K. Gupta Partner MembershipNo.: 54968 Place : Mumbai Date : 27 April 2011

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, T V Ramanathan, Managing Director & CEO and A K Mukherjee, Director-Finance & CFO of Exide Industries Limited certify to the Board in terms of the requirement of Clause 49 V of the Listing Agreement with the Stock Exchanges, that we have reviewed the financial statement and cash flow statement of the Company for the financial year ended 31st March, 2011. 1. To the best of our knowledge, we certify that: a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that are misleading; b) these statements together present a true and fair view of the Companys 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 Companys 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. a) no significant changes in internal controls 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 Date : 27.04.2011 T V Ramanathan Managing Director & CEO A K Mukherjee Director-Finance & CFO

3. We do further certify that there has been:

ANNUAL DECLARATION UNDER CLAUSE 49(I)(D) OF LISTING AGREEMENT WITH STOCK EXCHANGES
DECLARATION As required under Clause 49(I)(D) of the Listing Agreement with the Stock Exchanges, I hereby declare that all the Board members and senior management personnel of the Company have complied with the Code of Conduct of the company for the year ended 31st March, 2011. Place : Mumbai Date : 27.04.2011 T V Ramanathan Managing Director & CEO

EXIDE INDUSTRIES LIMITED

AUDITORS REPORT
TO THE MEMBERSOF EXIDEINDUSTRIES LIMITED We have audited the attached Balance Sheet of Exide Industries Limited (the Company) as at March 31, 2011 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to above, we report that: i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956. On the basis of the written representations received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause(g) of sub-section(1) of Section 274 of the Companies Act, 1956. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2011; b) in the case of Profit and Loss Account, of the profit for the year ended on that date; and c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date. For S.R. BATLIB O& I CO.Firm Registration N um ber: 301003E artered Accountants Ch per S anjoy K. G upta P lace : Mumbai P artnerDate : 27 A pril,2011 M em bership N o.: 54968

iv.

v.

vi.

ii.

34

EXIDE INDUSTRIES LIMITED

ANNEXURE TO THE AUDITORS REPORT

TO THE MEMBERSOF EXIDEINDUSTRIES LIMITED (REFERRED IN OUR REPORTOF EVEN DATE) TO (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) All fixed assets have been physically verified by the management during the year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. (c) There was no substantial disposal of fixed assets during the year. (ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. (b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. (iii) (a) The Company in earlier year had granted unsecured loan to a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 0.07 crores and the year-end balance of such loan is Rs. 0.07 crores. (b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are prima facie not prejudicial to the interest of the Company. (c) In respect of above loan granted, the recovery of principal amount has not fallen due but the recovery of interest has been regular during the year. (d) There is no overdue amount of loan granted to companies, firms or other (vi) (v) (iv) parties listed in the register maintained under section 301 of the Companies Act, 1956. (e) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence the requirements of sub clause (f) and (g) of clause 4(iii) of the order are not applicable. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company. (a) According to the information and e xp l a n a t io n s p r o vi d e d b y t h e management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs have been entered into during the financial year at prices which are r e a s o n a b l e h a v i n g r e g a r d t o the prevailing market prices at the relevant time. The Company has not accepted any deposit from the public.

35

EXIDE INDUSTRIES LIMITED

In our opinion, the Company has an internal audit system, which is commensurate with the size and nature of its business. (viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. (ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, incometax, sales-tax, wealth-tax, service tax, customs duty, excise duty, and cess and other material statutory dues applicable to it. The Central Government has till date neither notified the effective date nor prescribed the amount of cess payable under section 441 A of the Companies

(vii)

Act, 1956. Hence, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. (c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows.

N am e of the statute The Incom Tax e Act,1961

N atureof dues D isallow ance of certain expenses D o

Am ount Period to which (R s in crores) the am ou nt relates 0.80 26.53

Foru mwhere dispute is pen ding

Assessm ent Year Incom eTax 2001-02 A ppellate Tribunal Assessm ent Years C IT ,Appeals 2005-2006 to 2007-08 1993-94 to 2009-10 2000-2001 2000-01 to 2008-09 1996-97 to 2008-09 V arious appellate authorities. C ivil C ourt, Pune V arious appellate authorities. V arious appellate authorities.

The C entral Excise D eterm ination of A ssessable and C ustomAct, s V alue/D enial of exemption 1944 notification/Availment of C envat Credit P im priMunicipal C orporation Act The C entral Sales Tax Act, 1956 Various States Sales T ax Act D em and for O ctroi duty D em and relating non to subm ission of C form s and otherdocuments D em ands relating to non subm ission of Local form s/dispute related to classification of goods.

5.06

0.12 1.85

2.20

36

EXIDE INDUSTRIES LIMITED

(x)

The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. There were no outstanding debentures during the year. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xi)

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. (xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xii)

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. (xviii) The Company has not made any preferential allotment of shares during the year to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. (xix) (xx) (xxi) The Company did not have any outstanding debentures during the year. The Company has not raised any money through a public issue during the year. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. (xiv) In respect of dealing/trading in mutual fund units, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The units have been held by the Company, in its own name. The company is not dealing/trading in shares, debentures, securities or any other investments.

Fo r S.R . B AT LIB O I & C O . Firm R egistration N um ber: 301003E Ch artered Accountants per S anjoy K . G upta Place : Mumbai P artnerDate : 27 A pril,2011 M em bership N o.: 54968

37

EXIDE INDUSTRIES LIMITED

BALANCE SHEET
AS AT 31st MARCH2011 SCHEDULE S O UR C E S OFUNDS F Sh areholders Funds S hareCapital Reserves & Surplus LoanFunds Secured Unsecured D eferred Tax Liabilities (net) 31.3.2011 31.3.2010 R s. inCrores R s. inCrores Rs. in Crores R s. in C rores 85.00 2,657.45 2,742.45 3 0.06 2.09 4 2.15 67.50 2,812.10 0.17 89.82 89.99 59.00 2.368.76 85.00 2,134.77 2,219.77

1 2

AP P L IC ATIO N O F FUNDS Fixed Assets 5 G ross Block Less: Accum ulated Depreciation/ Amortisation Net Block A dd: Capital W ork-in-P rogress including C apitalAdvances Investments 6 Cu rrent Assets, Loans & Advances Inventories 7 S undryDebtors 8 Cash and B ank Balances 9 Loans & Advances 10 Less: Current LiabilitiesProvisions & Current Liabilities Provisions Net C urrent Assets Notes to Accounts 24

1,561.15 725.31 835.84 65.97 901.81 1,377.97 858.95 366.53 14.78 88.48 1,328.74

1,336.46 659.78 676.68 37.76 714.44 1,335.37 606.77 254.58 2.88 47.59 911.82

11 12

660.26 136.16 796.42 532.32 2,812.10

494.33 98.54 592.87 318.95 2,368.76

S chedules 1 to 12 and 24 referred to above form an integral part of the B alance Sheet. A s per our report of even date. S . R . B atliboi Co. & Firm R egistration N o. 301003E Chartered Accountants per S anjoy K . Gupta Partner M em bership Num ber: 54968 M um bai, 27 A pril, 2011 For and on behalf of the B oard of D irectors

S. C oom er S ecretary

R. G . K apadia T. V . R am anathan A . K . M ukherjee D irectors

38

EXIDE INDUSTRIES LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED31st MARCH2011 S CH E D U LE 2010-2011 2009-2010 R s . in C ro re s R s . in C ro re s R s . in C ro re s R s . in C ro re s INCOME G rossSales 13 Less :ExciseD uty (refer note nob III on schedule 24) : S ales Tax, V alue A dded Tax & Octroi Net Sales O therIncome EXPENDITURE (Increase)/DecreaseStocks in M aterials Consumed P urchase of Trading Goods P ersonnel Costs Expenses Interest and Finance Costs Depreciation/Amortisation BALANCE E xceptional Items (refer note no III v on schedule 24) P R O FIT B E FO R E TAX Taxation (net) P R O FIT AF TETAX R B alance brought forward P R O FIT AV AIL AB LE FO R APPROPRIATION APPROPRIATIONS G eneral Reserve InterimDividend Tax on Interim Dividend P roposed Dividend Tax on above Dividend S urplus carried to B alance Sheet E arning per share asic & D iluted -B -(Nominal V alue P er S hare R e 1) (refer note no III m on schedule 24) Notes to Accounts 24 S chedules 13 to 24 referred to above form an integral part of the P rofit & Account. Loss A s per our report of even date. S . R . Batliboi& Co. Firm R egistration N um ber: 301003E Chartered Accountants per S anjoy K . Gupta Partner M em bership Num ber: 54968 M um bai, 27 A pril, 2011 For and on behalf of the B oard of Directors 21 14 5,558.11 492.97 511.54 4,553.60 103.84 4,657.44 (200.87) 2,946.90 61.50 282.85 584.45 5.73 83.45 3,764.01 893.43 46.93 940.36 274.00 666.36 516.44 1,182.80 75.00 76.50 12.58 51.00 0.35 967.37 1,182.80 R s. 7.84 4,541.74 328.27 419.47 3,794.00 12.11 3,806.11 (49.27) 2,201.57 6.04 236.13 510.11 10.29 80.65 2,995.52 810.59 810.59 273.50 537.09 324.59 861.68 250.00 48.00 8.16 34.00 5.08 516.44 861.68 R s. 6.69

15 16 17 18 19 20

S. C oom er S ecretary

R . G . K apadia T . V . R am anathan A . K . M ukherjee D irectors

39

EXIDE INDUSTRIES LIMITED

CASH FLOW STATEMENT

FOR THE YEAR ENDED31st MARCH2011
2010-201 1 2 0 0 9 -2 0 1 0 R s . in C ro re s R s . in C r o r e s s . in C r o r e s R s . in C ro re s R 9 4 0 .3 6 8 3 .4 5 (4 6 .9 3) (0 .2 6) 0 .4 6 (20.6 ) 5 (7 9 .9 4) 6 .0 2 (0 .2 9) (1 1 2 .0) 9 (2 5 2 .1) 8 (1 9 .1 3) 1 8 0 .6 0 8 0 .6 5 (0 .0 5) 0 .4 0 (0 .0 1) (0 .0 3) (8 .7 6) 1 0 .6 1 (0 .3 2) (2 3 .7 4) (1 6 8 .3 ) 0 8 .3 1 1 0 7 .7 3 (2 8 1 .6 8 1 0 .5 9

(A ) C A S HF L O WF R O MO P E R A T INA C T IV IT IE S : G N e tP ro fitb e fo re x ta A d ju s tm e n t r : fo D e p re cia tio n E xc e p tio n Ite m al P ro fito n F ixe dA ss e ts ld so L o s so n F ixe dA s se ts ld/ d isc a rd e d so G ai on P rep aym en S ale T ax Loa n t of s n P ro vision/(R ecoveryD im inutioin V alu in In ve stm es ) for n e nt P ro v isio /(R e c o v e ry) r D o u b tfuLl o a n sa n dA d v a n c e s n fo D iv id e n d c o m e In In te re sE xp e n se t In te re sIn c o m e t O p e ra tinp ro fitb efo re o rk in g p itac h a n g e s g w ca l ( In c r e a s e ) /D e c in a suen dD y b to (r n e o fp r o v is io n ) re S re s t (In c re a s e )/D e cre a se e n to rie s in Inv (In c re a s e )/D e cre a seo a n s A d v a n c e s in L & In cre a se /(D e cre ain C) u rre nL ia b ilitie s se t C a s hg e n e ra tiofro mo p e ra tio n s n D ire ct a xe s a id(n e to f re fu n d ) T P N e tC a s hfro mo p e ra tin a ctiv itie s g (B ) C A S HF L O WF R O MIN V E S T IN A C T IV IT IE S : G P u rch a s o f F ixe dA ss e ts e S a leof F ixe dA s se ts A cq u isitioo f S h a re s n S a leof S h a re s P u rch a s o f M u tu aF u n du n its e l S a leof M u tu aF u n du n its l In te re sR e ce iv e d t D iv id e n d c e iv e d re N e tC a s hu se din in v e stin g ctiv itie s a

(5 8 .1 4) 8 8 2 .2 2

8 2 .4 9 8 9 3 .0 8

(2 0 2 .8) 0 6 7 9 .4 2 3) 3 9 7 .7 9

(7 6 .0 0) 8 1 7 .0 8 (2 9 3 .2) 4 5 2 3 .8 4

(2 7 5 .2) 4 5 9 .2 5 (1 4 2 .3) 4 (1 ,4 0 5 .0 0) 1 ,5 0 5 .0 0 0 .2 7 7 3 .6 1 (1 8 4 .4) 5

(1 0 7 .5) 6 0 .2 7 (1 1 9 .9) 6 0 .7 0 (9 8 9 .0 ) 0 4 4 4 .0 0 0 .3 9 2 .0 1 (7 6 9 .1) 5 (1 4 7 .7 ) 4 (7 9 .4 5 ) 5 3 9 .5 0 (9 .5 9) (7 4 .8 2) (1 3 .4 2)

(C ) C A S HF L O WF R O MF IN A N C IN A C T IV IT IE S : G R e p a y m e n tf L o n gT e rmB o rro w in g s o (6 7 .0 8) N e tin cre a se /(d e c re aine )th e rb o rro w in g s so (0 .1 1) Is su eo f S h a re s c lu d in S h a reP re m iu m ) (in g S h a reis su ee xp e n s e s (0 .1 9) D iv id e n dP a id(in clu d in ta x) s g (1 2 8 .1) 7 In te re sP a id t (5 .8 9) N e tC a shu s e din fin a n c in a c tiv itie s g N e t In c re a s e /(d e c re a s e ) in c a s h a n d c a s h e q u iv a le n ts C a s ha n dc a s he q u iv a le n tss a t 1 A p ril2 0 1 0# a C a s ha n dc a s he q u iv a le n tss a t 3 1 M a rc h 0 1 1# a 2 # a s d isc lo se in S ch e d u le d 9 * In clu d e s s.2 .7 0crs (R s.2 .0 6c rs )lyin gin U n cla im eD ivid e n d cc o u n t, R d A b e in gth e a m o u na v a ila b le r re s tricte u se . t fo d

(2 0 1 .4) 4 1 1 .9 0 2 .8 8 1 4 .7 8*

2 1 4 .4 8 (3 0 .8 3) 3 3 .7 1 2 .8 8

A s per our report of even date. S . R . B atliboi Co. & Firm R egistration N o. 301003E Chartered Accountants per S anjoy K . Gupta Partner M em bership Num ber: 54968 M um bai, 27 A pril, 2011

F or and on behalf of the B oard of Directors

S. C oom er S ecretary

R . G . K apadia T. V. Ram anathan A. K. M ukherjee D irectors

40

SCHEDULES FORMING PART OF THE ACCOUNTS

AS AT 31st MARCH2011 P ar Value 31.3.2011 Rs. R s. inCrores 1. S H ARECAPITAL Authorised 1,000,000,000 E quity Shares 31.3.2010 R s. inCrores

100.00 100.00

100.00 100.00

Issued, S ubscribed and paid up * 850,000,00 Equit Share fully paid up 0 y s

85.00

85.00

* Includes 1,350,000 shares issued for consideration other than cash and 541,469,580 shares issued as fully paid up bonus shares by capitalisatioof Securitie Prem iu and n s m Capital & R evenue Reserves 2. R E SE RV E S & S U RP L US R s . in C ro re s R s . in C ro re s R s . in C ro re sR s . in C ro re s R evaluation Reserve B alance as per Last Account Less A djustm entow ard assets : t s sold/discarded Less:Transfer D epreciation to Account 30.26 1.43 1.63 27.20 S ecurities P rem ium Account B alance as per Last Account Add: Am oun receive on issue t d of shares Less: S hare Issue Expenses adjusted 32.60 0.68 1.66 30.26

738.07 0.19 737.88

213.16 534.50 9.59 738.07

G eneral Reserve B alance as per Last Account A dd:Transfer from P rofit & Loss Account P rofit & Loss Account Balance

850.00 75.00 925.00 967.37 2,657.45

600.00 250.00 850.00 516.44 2,134.77

Rs. inCrores 3. LO AN FUN D S SE C UR E D O verdraft from Scheduled banks (S ecured by hypothecation of stocks & book debts, both present future). and UNSECURED S ales Tax Loan from Sm all Industries P rom otion C ouncilTamilnadu of (refer note no III w on S chedule 24) Term Loan from Bank of A m erica NA 2.09

31.3.2011 31.3.2010 R s.inCrores R s.inCrores R s.inCrores

0.06

0.17

64.82 25.00 2.09* 2.15 89.82 89.99

Includes repayable w ithin one year R s. 2.09 crs (R s. 23.44 crs)

4. D E FE R R E D T AX LIAB ILITY (NET) B alance as per Last Account A dd : Deferred Tax Liability for year the (R efer note no III j on Schedule 24) 5. FIX E DASSETS
G R O S SL O C K B A C C U M U L D E P R E C I A/ T IM O R T I S A T I O N ATED AON NET VALU E C o s t / V a lu a t io n C o s t / V a lu a t io n D e p r e c ia t io e s sO: nS a le s / L n/ As A sa t A sa t a t a a t 1 . 4 . 2 0 1 0 A d d it io n s D e d u c t io nass a t 3 1 . 3 . 2 0 1 1 A sa t 1 . 4 . 2 0 1 0 A m o r t is a t io n A d ju s t m e n t s s 3 1 .3 .2 0 1 1 3 1 .3 .2 0 1 0 3 1 .3 .2 0 1 1 . R s in C r o r e s R s inC r o r e s . R s in C r o r e s R s in C r o r e s R s in C r o r e s R s in C r o r e s R s in C r o r e s R s in C r o r e s . R s in C r o r e s R s in . . . . . . . . T a n g i b ls s e t s Ae C ro re s Land F r e e h o ld 2 6 .0 7 3 6 .4 9 L e a s e h o ld 1 5 .0 8 1 5 .3 0 3 6 .4 9 1 .5 6 1 1 .9 8 2 6 .0 7 B u ild in g s 1 8 1 .1 8 1 4 9 .1 2 1 7 .8 7 1 7 .8 7 2 .5 7 0 .2 2 2 .7 9 P la n&t M a c h in e r y 5 4 7 .4 5 4 2 1 .0 7 2 0 3 .9 1 3 8 .8 3 3 .9 4 2 3 8 . 8( c ) 0 5 4 .7 9 6 .0 3 3 .2 0 5 7 .6 2 M o u ld s 5 3 .9 0 4 5 .0 1 9 3 1 .1 3 1 9 4 .0 2 9 .1 8 1 ,1 1 5 .9 7 5 1 0 .0 6 6 6 .8 0 8 .3 4 5 6 8 .5 2 F u r n it u r e & 5 .0 8 4 .0 6 1 1 0 .6 7 1 7 .6 2 5 .6 5 1 2 2 .6 4 6 5 .6 6 8 .5 2 5 .4 4 6 8 .7 4 F it t in g s M o t o r 1 .1 4 1 .0 7 1 2 .4 8 1 .8 1 0 .6 6 1 3 .6 3 8 .4 2 0 .7 4 0 .6 1 8 .5 5 V e h ic le s 5 .3 2 4 .5 6 2 .7 9 0 .4 8 0 .6 2 2 .6 5 1 .7 2 0 .3 1 0 .5 2 1 .5 1 C o m p u te rs 2 0 .1 2 3 .1 5 1 .4 8 2 1 .7 9 1 5 .5 6 2 .3 5 1 .4 4 1 6 .4 7 I n t a n g iA ses e t s bl G o o d w ill 0 .6 2 1 . 0 (0a ) 1 .0 0 1 .0 0 1 .0 0 S o ftw a r e s 6 7 6 .6 8 8 3 5 .8 4 0 .7 3 0 .7 3 0 .1 1 0 .1 1 T o ta l 1 ,3 3 6 .4 6 2 5 8 .2 0 3 3 .5 1 1 ,5 6 1 .1 5 6 5 9 .7 8 8 5 .0 8 1 9 .5 5 7 2 5 .3 1 P r e v ioyuesa r T o t a l s 3 7 .7 6 6 5 .9 7 1 ,2 5 6 .7 0 9 2 .2 9 1 2 .5 3 1 ,3 3 6 .4 6 5 8 8 .7 0 8 2 .3 1 1 1 .2 3 6 5 9 .7 8 C a p Wt a ol r k - i n - p r o g r e s s i 7 1 4 .4 4 9 0 1 .8 1 (e )

59.00 8.50 67.50

41.20 17.80 59.00

a. b. c. d.

In c lu d eTsra d e a rk s , a te n tsn do th e in ta n g ib le s . M P a r C o n v e y a ndceee d fo rc e rta in m o v a b leo p e r tie a lu e a t R s3 .7 7c r s(R s3 .7 7c rs )a rep e n d inegx e c u tio n . s im pr vs d In c lu d eRs s0 .1 0c rs(R s0 .1 0c rs )b e in g ec o s o f s h a re in C o -o p e ra tiv o u s inS o c ie tie s . th t s He g L a n dB u ild in g s dP la n& M a c h in eor fyth eC o m p a n y o n 3 1 M a rc h 9 9 1 n d1 9 9 9 e re v a lu ebdy th ea p p r o v e d lu e rsn dth e , an t as 1 a w re va a s u rp lua r is in th e re o n ,a sb e e n n s fe rr todR e v a lu a tio n s e rv A .sin th ep r e v io uys a rsa, d d itio ndael p re c ia tio nth ey e a r n s g h tra e Re e e fo r o th ere v a lu eads s e ts a sb e e n p p r o p ria te dmth eR e v a lu a tio n s e rv e . h a f ro Re

e . In c lu d eass s e ts tra n s it. in

6. IN V E S TM EN TS
No. Face V alue per Share/Debenture

31.3.2011

31.3.2010

Long Term (at cost) (refer note no on S chedule 24) f III Unquoted

R s. inCrores

R s. inCrores

G overnm ent Securities (Lodged as Security D eposit with various authorities) F ully paid up Equity Shares S ubsidiary C om panies C hloride International Limited 450,000 R s. 10 C aldyne A utom atics Limited 19,80,000 R s. 10 C hloride M etals Limited 53,46,100 R s. 10 Leadage A lloys India Limited 46,80,000 R s. 10 (23,86,800) C hloride Batteries S .E . AsiaLimited P te 70,00,000 S ingapore $1 E spex B atteries Limited 102,000 G B P1 A ssociated Battery M anufacturers (C eylon) Ltd 38,96,640 S ri Lankan R10 p O thers IN G V YS YA Life Insurance C om Limited pany F earingCapital H aldia Integrated D evelopm ent A gency Ltd. F ully paid up Debentures W o o d la n d s M e d ic a l C e n tre L td 1/2%Debentures 5% N on-redeem able R egistered Debentures Quoted F ully P aid up E quity Shares H athw ay C able and D atacom Limited C urrent Quoted U nits in M utual Funds (R efer N ote no III t on S chedule 24) 73,24,41,500 (61,37,41,500) 30,000 500,000 R s. 10 R s. 1000 R s. 10

0.01 *

0.01

0.20 2.93 25.00 54.05 10.35 0.78 7.31 744.43 3.00 0.50

0.20 2.93 25.00 33.41 10.35 0.78 7.31 625.73 0.50

20 1

100 6,000

*^ *^

10,92,566

R s. 10

26.22 503.1 * 9 1,377.97

@

26.22 602.93 1,335.37

A ggregate Value Investments of Quoted Unquoted N o te :A ll th e a b o v e in v e s tm e n ts , e x c e p t th o s e m a rk e d w ith a n a s te ris k , a re tra d e in v e s tm e n ts @ Include R s. 65 croresunit w her againsw er s , s e t e pending llo tm e n ts a s a t B a la n c e S h e e t d a te S in c e a a llo te d . ^ F ig u re s b e in g le s s th a n R s 5 0 ,0 0 0 in e a c h c a s e , h a s n o t b e e n d is c lo s e d

7. INVENTORIES (A t Lower of C ost or N et R ealisable V alue) S tores, S pare parts, Loose Tools etc. R aw M aterials and C om ponents @ Work-in-Progress F inished G oods @ A dd: Excise Duty T radingGoods

Co st 529.41 848.56 @ In c lu d e s m a te ria ls in tra n s it/B o n d e d w a re h o u s e o r ly in g w ith th ird p a rtie s

Market Value

Cost Market V alue

513.86 629.15 625.60 706.22

3 1 .3 .2 0 1 1 R s . in C ro re s R s . in C ro re s

3 1 .3 .2 0 1 0 R s . in C ro re s R s . in ro re s C

221.11 31.66

18.26 308.73 269.39 153.93 22.52 252.77 9.80 858.95

13.52 262.16 152.02

176.45 2.62 606.77

3 1 .3 .2 0 1 1 R s . in C ro re s 8. S U N D R DEBTORS Y (U n secu re,dc ons idere g o od ) d D ebt ov er six months s O the Debts r * N et of doubtfu d eb t fully provide for l s d # (R e fe N ote no III h on S ch ed ul 24) r e 9. C A SH A ND B A NK BALANCES C ash a nd C heq ue in hand s (in cludin R em itta ncs in transit) g e B alan ce w ith S c hedule ba nk on : s d s C urre n Account t U nc la im d D ividen Account e d

1 .3 .2 0 1 0 R sn iC ro re s .

6.03 * 36 0.5 0 36 6.5 # 3 1 .7 4

4 .3 7 2 5 0.2 1 2 5 4.5 8 2 .3 3

0 .1 8 1 1.9 0 2.70 0 .6 4 2 .0 6

0 .1 8

1 4.60 1 4.78

2 .7 0 2 .8 8

10. LO ANS AN D ADVANCES (U nsecured, C onsidered good) D ividend Receivable F rom S ubsidiary Companies Loans T o a S ubsidiary Company Others A dvances recoverable in cash or in kind or for value to be received or pending adjustm ents A dvance Tax, R efunds receivable and Tax deducted at source (net of provisions) B alances w ith C ustom s, S ales& Tax E xciseAuthorities D eposits Others * N et of P rovision for D oubtful Loans and A dvances R s nil (R s. 1.08 crs) # (R efer N ote no III h on S chedule 24) 11. C U RR E N T LIABILITIES S undryCreditors Due to M icro and Sm all enterprises (R efer note no III e on S chedule 24) Due to others Acceptances O ther Liabilities A dvances from Customers Investor E ducation and P rotection F und (R efer note no III g on S chedule 24) Interest accrued but not due on Loans 12. PROVISIONS E m ployee B enefits P roduct related W arranty/G uarantees (R efer note no III k on S chedule 24) P roposed Dividend Tax on P roposed Dividend

10.82 0.07 0.01 0.08 27.49 29.20 7.24 13.65 88.48*# 0.07 0.01

4.75 0.08 15.96 13.51 2.27 11.02 47.59

5.29 522.30 79.36 41.63 8.90 2.70 0.08 660.26 20.22 64.59 51.00 0.35 136.16

5.44 385.68 47.08 38.66 14.97 2.06 0.44 494.33 13.96 45.50 34.00 5.08 98.54

EXIDE INDUSTRIES LIMITED

2 0 1 0 -1 1 R s . in C ro re s 13. SALES S torage Batteries TradingItems Others * Includes E xchange G ain R s. crs 6.27 (Rs. 1.38 crs). 14. O TH E RINCOME D ividend from Long T erm Trade Investments (from subsidiary companies) D ividend from C urrent N on Trade Investments Technical Assistance Fees P rofit on Fixed assets sold B ad debts recovered G ain on prepaym ent of S alesLoan T ax (refer note no III w on schedule 24) S undryIncome 15. (IN C R E AS E/)DE C R E AS E IN STOCKS O pening Stocks Work-in-progress Finished goods TradingGoods C losingStocks Work-in-progress Finished goods TradingGoods E xciseDuty * 49.47 30.47 0.32 0.26 0.05 20.65 2.62 103.84 5,496.05 61.98 0.08 5,558.11 *

2 0 0 9 -1 0 R s . in C ro re s 4,532.00 9.60 0.14 4,541.74

4.98 3.78 0.32 0.05 1.25 1.73 12.11

152.02 153.93 2.62 308.57 269.39 221.11 9.80 500.30 (9.14)

117.45 141.26 2.77 261.48 152.02 153.93 2.62 308.57 (2.18)

(200.87) * R epresents Excise duty on (Increase)/ decrease of Finished goods inventory 16. M ATE R IAL S CONSUMED R aw M aterials, Com ponents etc: O pening Stock 262.16 A d d : P u rc h a s e s (in c lu d in g P ro c e s s in g c h a rg e s , 2,993.47 P rocurem ent expenses etc. after and 3,255.63 adjusting C envat Credits) Less: C losing Stock (R efer note no III i on Schedule 24) 308.73 2,946.90 2,946.90

(49.27)

144.42 2,319.31 2,463.73 262.16 2,201.57 2,201.57

2010-2 011 R s .in C ro r e s R s in C r o r e s . 17. PE R S O NN E L CO S TS S alaries, W agesBonus & C ontribution to P rovident & O ther Funds (net) W elfare Expenses 226.36 24.68 31.81 282.85 45.97 164.04 43.00 5.91 18.92 3.82 1.69

2009-2010 R s .in C ro r e s R s .in C ro r e s 188.69 20.26 27.18 236.13 39.10 135.78 24.31 5.58 19.41 3.83 2.49

18. EXPENSES S tores & S pare P arts consumed P ow er & Fuel B attery C harging attery Assem bly /B expenses R epairs & Maintenance Buildings P lant &Machinery C om puters & Softwares Others R ent & H ire Charges R ates & Taxes Insurance Commission R oyalty and Technical Fees A id P ublicity and S ales Promotion Freight & Forwarding (net) S elling E xpenses (Schedule 22) Travelling & Conveyance B ankCharges C om m unication Costs Donations A uditors Remuneration (refer note no III u on schedule 24) D irectors Sitting Fees Loss on Fixed Assets sold/discarded B ad D ebts w ritten off Less: A djusted against provision Loans and A dvances w ritten off Less: A djusted against provision

30.34 12.86 1.41 1.34 3.71 7.02 23.74 126.78 76.34 13.79 2.66 5.64 0.11 0.71 0.03 0.46 24.50 584.45

31.31 10.35 1.14 1.12 4.33 4.46 43.11 104.65 66.24 12.02 2.90 5.67 0.27 0.65 0.03 0.40 22.27 510.11

0.19 (0.19) 2.54 (2.54) 1.01 (1.01)

Loss on D isposal of Long term Trade Investm ent Less: A djusted against provision M iscellaneous E xpenses (Schedule 23) 19. IN TE R E S T AN D FIN ANCOST CE Term Interest Loans on: W orking C apital Borrowings Fund M obilisation Costs Less: Interest received on loans, deposits etc. [in clud in g T a x de du cte d at so u rce R s. 0 .0 3 crs (R s. 0 .0 7 crs)] *N et of exchange G ain Rs. N il (R scrs). 3.57

1.38 4.57 * 5.95 0.07 6.02 0.29 5.73

5.10 5.44 10.54 0.07 10.61 0.32 10.29

2010-2011 R s. inCrores 20. D E P R E C IATIO N /AM O R TIS ATIO N C harge for the year Less: Transfer from R evaluation Reserve 21. TAXATION P rovision for Incom e Tax P rovision for W ealth Tax * Includes D eferred Tax Liability R s 8.50 crs (Rs 0.53 crs), and provision for earlier years Rs 6.35 crs (Rs 1.41 crs). (R efer N ote no III j on Schedule 24) 22. SE LLING EXPENSES TestingCharges Liquidated Damages C ashDiscounts A fter S ales Services C & FExpenses Installation Costs 23. M IS C E LLANE O U S EXPENSES M otor V ehicle R unning Expenses C onsultancy & S ervices outsourced S ecurity S ervice Charges G eneral Expenses LegalExpenses P rinting & Stationery TQ M Expenses C S RExpenses P ollution C ontrol Expenses 24. N O TE S TO ACCOUNTS 0.58 0.45 40.18 17.01 17.58 0.54 76.34 3.78 6.86 4.41 0.79 1.39 4.58 0.29 0.91 1.49 24.50 85.08 1.63 83.45 273.8 * 0 0.20 274.00

2009-2010 R s.inCrores

82.31 1.66 80.65 273.30 0.20 273.50

0.86 0.45 33.51 14.86 16.17 0.39 66.24 3.59 6.50 3.57 0.55 1.52 3.76 0.27 1.18 1.33 22.27

I. C O N TING E N C IE S & C AP ITAL COMMITMENTS a) CONTINGENCIES Contingent liabilities not provided for in respect of O utstanding B ank G uarentees/Indem nity Bonds 13.34 10.09 S ales Tax demands 1.98 1.03 E xcise D uty demands 0.88 0.77 Incom e Tax demands 2.50 O ther claim s being disputed by the Company 0.45 0.50 C laim from a landlord, an appeal w hereby is pending in H onble B om bay H igh Court N o t a s c e rta in a b le N o t a s c e rta in a b le B) CA P ITA L COMMITMENTS E stim ated am ount of C ontracts rem aining to be executed on Capital account and not provided for: C om m itm ent for Fixed Assets 100.40 57.45 C om m itm ent for Investment 17.00

EXIDE INDUSTRIES LIMITED

24. N O TE TO A C C O U NT (Contd.) S S 2 0 1 0 -2 0 1 1 2 0 0 9 -2 0 1 0 R s . in C ro reR s . in C ro re s R s .in C ro re R s .in C ro re s s s

II. D IR E C TO RS REMUNERATION a. C om putation of D irectors com m ission P rofit before taxation A dd:Depreciation : Net Loss on sale of Fixed assets as per section 349 Less: Exceptional Item on S ale of Property Less: Depreciation as per S ection 350 P rofit as per section 349 of the Com panies Act, 1956 A dd: Com m ission payable to Directors D irectors rem uneration & fees, excluding commission

940.36 83.45 0.20 (46.9 3) 977.08 (83.4 5) 893.63 0.38 4.72 5.10 898.73 1.65 4.72

810.59 80.65 0.35 891.59 (80.6 ) 5 810.94

P rofit as per S ection 198 M axim um Com m ission perm issible to M anaging and W hole-tim e Directors @ 10%of the net profit as calculated above A c tu a l a m o u n t p a y a b le in te rm s o f s e rv ic e a g re e m e n ts b. D irectors R em uneration Fees and

6.37 817.31

89.87 0.38 5.10*

81.73 1.65 6.37

*C o m p ris in s a lay a nd p e rfo rm a e c o n u Rs 3 .41 c rs (R s 3 .31 c rs ,) c o n trib u n to p ro v id e,ng ra tuy & o th e r g of r nb s . tio t it fu n d Rs 0 .74 c rs (R s 0 .81 c rs ,) e s tim a d c o s of o th e b e n e fit R s. 0 .54 c rs (R s 0 .58 c rs) a nd c o m m is s io n s . te t r s . R s. 0 .3 8 csr (R s 1 .65 c rs) to the W h o le -timd ire c to r(in c lu d g M a n a g g D ire c to ra nd S ittin F e e R s. 0 .03 . e s in in ) g s c rs (R s . 0 .0 2 c rs ) N o n -E x e c u tiv e D ire c to rs . to III. OTHERS a. S ale are net of price adjustm entfor earlie years settle durin the year by the C om pan and discounts, s s r , d g y trade incentives etc. b. Excise duty includes R s. 18.82 crs. (R s. 8.83 crs) paid on batteries issued tow ards w arranty claims. c. T he C om pan has a full-fledge R es earc and D e velopm enC ente and it has there b b een able y d h t r y to considerably furtherits efficiency. uringthe year, a sum of R s. 9.76 crs. (R s. 11.55 crs), including D capital expenditure Rs. 1.09 crs. (R s. 2.73 crs), w as spent on R esearch and D evelopm ent work. d. S tore and S pare consum d is exclusiv of R s. 0.45 crs (R s. 0.37 crs) being the am ount allocate s s e e s d to other heads of expenses. e. T he am ounts due to M icro and Sm all enterprises are as follow s:1. P rincipal Amount R s. 5.29 crs (Rs. 5.44 crs) Interest due on above R s. 0.01 crs (Rs. 0.02 crs) 2. A m ount of interest paid in term s of S ec. 16Micro, of the Sm all and M edium E nterprise D evelopm ent Act 2006 R s. nil (R s. nil) 3. A m ount of interest due and payable for the period of delay R s. 0.01 crs (Rs. 0.02 crs) 4. A m ount of interest accrued and rem aining unpaid as at 31st M arch 2011 R s. 0.03 crs (Rs. 0.02 crs) 5. A m ount of further interest rem aining due and payable in the succeeding year R s. nil (R s. nil) f. D im inution, basedon the net worthas per the latestauditedaccounts the relevant of Com pany m arket or value,in the valueof certainlong term unquoted/quoted investm ents on the B alance heetdate,being as S tem porary in nature, has not been provided.

48

24. N O TE TO A C C O U NS (Contd.) S T g. D eta ils o f a m o un t p a ya b le (w h e n d ue ) to In ve sto r E d uca tion & P ro te ctio n F u nd a re a s follo w s (S ch e du le -1 1 ): 31.3.2011 R s. incrs U nclaim ed Dividend Total h. 2.70 2.70 31.3.2010 R s. incrs 2.06 2.06

T h ep a rticu la rsf a m o u n ts u efro mS u b sid ia ry o m p a n ieusn d e r e sa m em a n a g e m ew tith inth e m e a n in g f o d C th n o S e ctio n 3 7 0 (1 ) (B ) o f th e C o m p a n ie s A ct, 1 9 5 6 a re a s follo w s: R s. in crs N a m of the S u b s id ia ry e A m o u n tD u e s A-S und ry D ebtors (Schedule-8) C hloride B atteries S .E . A siaLimited P te C aldyne A utom atics Limited C hloride International Ltd. E spex B atteries Limited Leadage Alloys India Limited C hloride M etals Limited B -Lo an s & A d v an ces (S ch ed u le-10) oun ts Am Due 31/3/2011 0.07 0.08 0.79 4.68 5.35 31/3/2010 0.11 0.68 0.30 0.09 2.39 1.34 31/3/2011 8.57 6.72 0.40 15.76 17.50 18.88 31/3/2010 8.43 5.32 11.77 M axim um Am ount outstanding during th e year 31/3/2011 0.07 0.78 0.79 4.68 5.35 31/3/2010 0.11 0.68 0.30 0.09 2.39 1.34

E spex B atteries Limited* A ssociated Battery Manufacturers (C eylon) Ltd.** C aldyne A utom atics Limited*** C hloride International Ltd.*** Leadage Alloys India Lim *** ited C hloride M etals Limited***

i.

j.

* Including G BP 10,000 loan with interest at G BP LIB O R plus 100 basis points, without any repaym ent schedule and dividend receivable. ** R epresents dividend and Technical Assistance fees receivable. *** R epresents dividend receivable. M a te ria ls co n su m e d (S ch e d u le 1 6 ) in clu d e s w a rra n ty co sts R s. 7 7 .2 7 crs (R s. 2 8 .8 1 crs) a n d is n e t o f e x ch a n g e flu ctu a tio n G a in R s. 1 5 .4 8 crs. (R s. 1 8 .5 2 crs.), e x p o rt in ce n tive s R s. 6 .6 3 crs. (R s. 5 .1 0 crs.), a n d p u rch a se ta x se t-o ff R s. N il. (R s. 0 .6 4 crs). T h e B re a k-u p o f D e fe rre d T a x lia b ility a s o n 3 1 M a rch 20 1 1 is a s fo llo w s: 3 1 .0 3 .2 0 1 1 R s . in c rs . A . D e fe rre d T a x L ia b ility i) T im in g D iffe re n ce in d e p re cia b le a sse ts. ii) E xp e n se s cla im e d a s d e d u ctio n a s p e r In co m e T a x A ct, 1 9 6 1 b u t n o t b o o ke d in cu rre n t ye a r. 6 9 .0 4 1 2 .6 2 S u b -T o ta l 8 1 .6 6 5 8 .0 1 8 .3 6 6 6 .3 7 3 1 .0 3 .2 0 1 0 R s . in c rs .

24. N O TE TO A C C O U NT (Contd.) S S 3 1 .0 3 .2 0 1 1 R s . in c rs . 3 .2 2 1 0 .9 4 1 4 .1 6 6 7 .5 0 3 1 .0 3 .2 0 1 0 R s . in c rs . 2 .9 1 4 .4 6 7 .3 7 5 9 .0 0

B . D e fe rre d T a x A sse t i) E xp e n se s a llo w a b le a g a in st ta xa b le in co m e in fu tu re ye a rs ii) E xp e n se s b e in g coe d in ed rlie r a sse ssm e n ts w h ich a re d isa llo w n te ste a S u b -T o ta l N e t D e fe rre d T a x L ia b ility (A -B ) k.

T he m o v e m es in P ro v isio for P ro d utcR e la te W a rra n ty/G u a ra n tecc o utnd u rin the ye a a re as fo llo w s : nt n d Ae g r 2 0 1 0 -1 1 R s . in c rs . 4 5 .5 0 9 6 .0 9 7 7 .0 0 6 4 .5 9 2 0 0 9 -1 0 R s . in c rs . 5 1 .3 4 3 7 .6 4 4 3 .4 8 4 5 .5 0

O p e n in g B a la n ce :A d d : P ro v isio n cre a te d d u rin g th e ye a r L e ss: P ro d u ct re la te d w a rra n tie s issu e d fo r th e ye a r C lo s in g B a la n c e l.

D u rin g ela s ty e a r, eC o m p a n ya dra is e d s .5 2 9 .9 1 ro re s e t) y is s u in s h a re to Q u a lifieIn s titu tio nB u y e rs th th h R c (n b g s d al to g e n e ra te fu n d s fo r its c a p ita l e x p e n d itu re , a c q u is itio n s a n d fo r g e n e ra l c o rp o ra te p u rp o s e s . O u t o f a b o v e R s c r o re h a v b e e u s e for the s ta te p u rp oesa nd b a la nec of R s. 2 3 4 .0 c ro re re m a i te m p o rayril v e s tein m u tu a l s e n d d 3 s n in d fu n d s a s a t 3 1 s t M a rc h , 2 0 1 1 . m . D e ta ils fo r ca lcu la tio n o f b a sic a n d d ilu te d e a rn in g p e r sh a re a re a s u n d e r: P ro fit a fte r ta xa tio n a s p e r P ro fit & L o ss A cco u n t (R s. crs.) W e igh te d A ve ra g e n u m b e r o f e q u ity sh a re s (N o .) B a sic a n d d ilu te d e a rn in g p e r sh a re (R s.) n. 2 0 1 0 -1 1 6 6 6 .3 6 8 5 ,0 0 ,0 0 ,0 0 0 7 .8 4 2 0 0 9 -1 0 5 3 7 .0 9 8 0 ,2 7 ,3 9 ,8 0 6 6 .6 9

B U S IN E S S S E G M E N T As the C o m p a ns b u s in ess a c tiv y fa ll w ithni a s in ge p rim ayr b u s in ess s e g m e n tv iz. L e a A c d S to ra g e y it s l , d i B a tte rie,sthe d is clo su r re q u ire m esn tof A c co u n tin S ta n d a rd7 S e g m et n R e p o rtin,g e g -1 issu e by the d In s titu te f C h a rte re d A cco u n ta n ts o f In d ia a re n o t a p p lica b le . o G E O G R A P H IC A L S E G M E N T S T he C o m p aynp rim a ril o p e ra te in In da a nd th e re fo r the a n a lys i of g e o g ra p h icse g m e n tis d e m a rcad in to y s i e s l a s te its In d ia n a n d O v e rse a s o p e ra tio n s a s u n d e r: R e v e n u e - G ro ss S a le s 2 0 1 0 -1 1 R s . in c rs . 5 4 1 2 .8 3 1 4 5 .2 8 2 0 0 9 -1 0 R s . in c rs . 4 4 3 4 .1 8 1 0 7 .5 6

o.

In d ia O ve rse a s

A sset and additionto tangibl and intangiblfixed asset by geographica : T he follow in tabl show the s s e e s l area g e s carrying m o unof se g m etnass et and a dditio to se gm ena ssest by g e ograp hicarea in w hic the assest a re a t s n t la h locate : d C arryin g am ount of segm ent assets India Overseas 31.3.2011 2193.31 37.24 2230.55 31.3.2010 1601.57 24.69 1626.26 R s. in C rs. Additions to fixed assets and in tangible assets includin g C W IP 2010-11 286.41 286.41 2009-10 112.73 112.73

24. N O TE TO A C C O U NT (Contd.) S S p. T he follow in asset and liabilitie in foreig currencie as at the B alanc S hee D ate are not g s s n s e t hedged: (Rs. in crs) S r. N o . ( i) ( ii) ( iii) ( iv ) (v ) P a r t ic u la r s T ra d e R e c e iv a b le s L o a n s g iv eann to v e r s e a s s u b s id ia r y o I n v e s tm e n ts in o v e rs e a s s u b s id ia r ie s D iv id e n d a n d T e c h n ic a l fe e s r e c e iv a b le T ra d e P a y a b le s 3 1 .3 .2 0 1 1 3 7 .0 9 0 .0 7 1 8 .4 3 0 .0 8 1 1 3 .6 0 3 1 .3 .2 0 1 0 2 3 .9 0 0 .0 7 1 8 .4 3 0 .7 2 9 4 .6 6

The com pan also has a rupe sw ap to fully hedg the foreig currenc borrowin of Rs. 2.09 crs (Rs. 25.00 y e e n y g crs). q. T he C om pan has paid R s. 0.62 crs (R s. 0.49 crs) tow ard lease of residentiaapartm ents y s l . T hes are e cancellable leases,renew able m utualagreem ent. enerally, by G thereis no escalation clauseand no other restrictions im posed by the lease arrangem ents. There are no sub-leases. r. G ratuity, co m pensated ab sences and o th er post-em ploym ent benefit plans T he C om pan has a define benefi gratuit plan. E ver em ploye w ho has com plete five year or y d t y y e d s m ore of serviceis entitledto G ratuityon term snot less favourable than the provisions The P aym ent of of G ratuity A ct, 1972. The schem e is funded w ith an insurance company. T he C om pan provide certai P ost-R etirem en edica B enefit (P R M B to the em ployee qualifyin for y s n tM l s ) s g suchbenefits underthe schem e upto31 M arch2006,and accordingly num ber beneficiaries frozen the of is on that date. This benefit is unfunded. T he C om pan has a P ensio plan a part of the liabilit w hereo upto 31 M arc 2003 is in the natur of y n , y f h e a define benefi plan. F rom 1 A pri 2003 onw ards pensio rem ain as a define contributio liabilit d t l , n s d n y w hichis funded annually w ith an insurance company. The C om pany also extends benefit of com pensated absences to the em ployees, w hereby they are eligible to carr forw ar their entitlem enof earne leave for encashm enupon retirem ent/separationhis is an y d t d t .T unfunded plan. T he follow in table sum m arie the com ponent of net benefi expens recognise in the profi and loss g s s s t e d t a ccoun a nd the fu nde statu a nd am o uns rec ognise in the balan c sh ee for the respective t d s t d e t plans. R s.in C rs. R s. in Crs. F o r h ey e a er n d e3d1 sM a r c2h0 1 1 F o r h ey e a er n d e3d1 sM a r c2h0 0 1 0 t t t t G R A T U I TPYE N S I O P R M B G R A T U I T Y N S I O NP R M B N PE P l a nB e n e f i t ) ( P l a nB e n e f i t ) ( I. E x p e n s e s r e c o g nt hsee d ta te mo e n tr o f it in i S fP &Loss Account 1 . C u r r e nPt a sS e r v ic e C o s t / t 6 .2 9 2 . I n te r e C to s t s 2 .5 8 3 . E x p e c t e d R e tu rn o n p la n a s s e ts 3 .1 2 4 . A c tu a ria l ( G a in s ) /L o s s e s 6 .5 4 5 . T o taEl x p e n s e 1 2 .2 9 II. N e t s s e t /( L ia b ilit y ) r e c o g n is e d A in t h e B a l a n c e e t She 1 . P r e s e n t V a lu e finf e d B e O e fit a t io n 4 7 . 3 0 De o n b lig 2 . F a ir V a lu e la fn A s s e ts Po 4 4 .9 1 3 . N e t A s s e t/ (L ia b ility ) ( 2 .3 9 ) III. C h a n g eO b li g a t iou r i ntg e y e a r in dn h 1 . P r e s e n t V a lu e finf e d B e O e fit a t io n De o n b lig a tth e b e g in n in ge oyf e a r th 3 7 .1 2 2 . C u r r e n t S e r v ic e C o s t /P la n a m e n d m e n2ts 6. 9 3 . I n te r e C to s t s 2 .5 8 4 . B e n e f itsa id P 5 .5 2 5 . A c tu a ria l ( G a in s ) /L o s s e s 6 .8 3 0 .6 2 0 .9 4 (0 .6 7 ) (0 .9 9 ) 7 .1 7 9 .5 1 2 .3 4 9 .5 9 0 .6 2 2 .4 6 (0 .5 8 ) 0 .0 7 0 .2 3 0 .2 9 0 .5 9 3 .5 9 ( 3 .5 9 ) 3 .1 1 0 .0 7 0 .2 3 0 .1 1 0 .2 9 1 .9 5 1 .8 1 2 .5 1 6 .4 8 7 .7 3 3 7 .1 2 3 6 .5 2 ( 0 .6 0 ) 2 9 .2 4 1 .9 5 1 .8 1 2 .8 6 6 .9 8 0 .0 6 0 .1 6 0 .5 3 0 .7 5

0 .5 9 0 .9 7 0 .0 9 (0 .2 9 )

9 .5 9 3 .1 1 1 3 .0 1 3 .4 2 ( 3 .1 1 ) 9 .4 2 2 .4 7 0 .0 6 0 .5 9 0 .1 6 0 .8 4 0 .1 1 0 .4 2 0 .5 3

6 . P r e s e n t V a lu e finf e d B e O e fit a t io n De o n b lig a tth e e n d th e y e a r of

4 7 .3 0

7 .1 7

3 .5 9

3 7 .1 2

9 .5 9

3 .1 1

24. N O TE TO A CC O U NS (Contd.) S T R s. Crs. Rs. C rs. F o rt h ey e a e n d e 3 1 s M a r c 2 0 1 1 F or the y e a e n dd 3 1 s M a rh 2 0 1 0 r d t h r e t c G R A T U IT Y P E N S IO NP R M B G R A T U IT P E N S IO N P R M B Y P la n e n e fit) (B P la n e n e fit) (B IV. Ch ange in the Fair V alue of Plan Assets during the year 1. P lan assets at the beginning of the year 2. E xpected return on plan assets 3. C ontribution by employer 4. A ctual B enefits Paid 5. A ctuarial G ains(Losses) / 6. P lan assets at the end of year the 7. A ctual return on Plan Assets V.

36.52 3.12 10.49 5.52 0.30 44.91 3.42

13.01 0.94 (2.07) 2.46 0.09 9.51 1.03

0.11 0.11

29.36 2.51 7.01 2.86 0.50 36.52 3.01

12.53 0.97 0.02 0.84 0.33 13.01 1.30

0.11 0.11

In 2011-12 the C om pany expects to contribute Rs. 5.00 crs to gratuity and R s. 1.00 crs to Pension.

VI. The m ajor categories of p lan assets as a percentage of the fair value of total plan assets Investm ents w ith insurer 100% 100% 100% 100%

VII. Actuarial Assumptions 1. D iscount Rate 8.00% p.a (7.50%) 2. Expected rate of return on plan assets 9.00% p.a (8.00%) 3. M ortality pre retirement Standard T able LIC (1994-96) Ultimate 4. M ortality P ost retirement M ortality for annuitants LIC (1996-98) Ultimate 5. Em ployee Turnover Rate 10.00% (10.00%) VIII. H ealthcare cost trend rates have no effect on the am ounts recognised in the profit and loss account, since the benefit is in the form of a fixed am ount as per the various grades, w hich is not subject to change IX. The estim ates of future salary increases considered in actuarial valuation, take account of inflation, seniority, prom otion and other relevant factors, such as supply and dem and in the em ploym ent market X. C ontributioto P rovidenand O the Fund include Rs. 13.6 crs (R s. 12.5 crs) paid toward Define ContributioPlans n t r s s 0 1 s d n R s Crs. A m ount for the current and previous Year ended Year ended Year endedYear ended Year ended four periods are as follow s : M arch11 M arch 10 M arch09 M arch08 M arch 07 G ra tu ity D e fin e d B e n e fit O b lig a tio n 4 7 .3 0 3 7 .1 2 2 9 .2 4 2 3 .4 9 2 2 .8 2 P la n A sse ts 4 4 .9 1 3 6 .5 2 2 9 .3 6 2 4 .3 7 2 3 .2 0 S u rp lu s / (d e ficit) (2 .3 9 ) (0 .6 0 ) 0 .1 2 0 .8 8 0 .3 8 E xp e rie ncG a in /(lo ss d ju stm es on p la liab ilitie s e )a nt n (2 .8 7 ) (1 1 .1 5 ) (0 .5 7 ) 0 .6 6 2 .4 4 E xp e rie n ce G a in /(lo ss) a d ju stm e n ts o n p la n a sse.3 0 0 ts 0 .4 9 0 .1 7 0 .2 2 0 .1 0 P e n sio n D e fin e d B e n e fit O b lig a tio n 7 .1 7 P la n A sse ts 9 .5 1 S u rp lu s / (d e ficit) 2 .3 4 E xp e rie ncG a in /(lo ss d ju stm es on p la liab ilitie s e )a nt n 0 .6 1 E xp e rie n ce G a in /(lo ss) a d ju stm e n ts o n p la n a sse.0 9 0 ts P o st R e tire m e n t M e d ica l B e n e fit D e fin e d B e n e fit O b lig a tio n E xp e rie ncG a in /(lo ss d ju stm es on p la liab ilitie s e )a nt n 3 .5 9 (0 .5 5 ) 9 .5 9 1 3 .0 1 3 .4 2 (0 .0 3 ) 0 .3 3 3 .1 1 (0 .7 5 ) 9 .4 2 1 2 .5 3 3 .1 1 (0 .3 9 ) 0 .2 0 2 .4 7 (0 .0 1 ) 8 .6 7 1 2 .3 5 3 .6 8 (2 .4 3 ) 0 .1 4 2 .1 1 0 .0 5 1 1 .9 1 1 4 .5 3 2 .6 2 (2 .9 2 ) 0 .2 2 2 .1 5 (0 .7 0 )

24. N O TE TO A C C O U NT (Contd.) S S s. R elated P arty Disclosure: i) P articulars of related parties : 1. Subsidiaries

ii)

: C hloride B atteries S.E. Asia Pte. Lim ited, Singapore (C B S EA ) C hloride International Lim (CIL) ited C aldyne A utom atics Lim ited (C aldyne) E spex B atteries Lim ited, (Espex) UK Associate Batter M anufacturer (Ceylon Ltd. Sri Lank d y s ) , a (ABM L)C hlorid M etal Lim ite (C M L-Form erlTando M etal e s d y n s Lim ited) Leadage Alloys India Limited E xide B atteries (P vt) Lim ited (S ubsidiary of C B SE A ) 2. Associate Companies : IN G V YS YA Life Insurance Com pany Lim ited (I VL) 3. E nterprise/Individuals having a direct : C hloride E astern Lim ited, (CEL) UK. or indirect controls over company C hloride E astern Industries Pte Lim ited, S ingapore (C E IL) the LIE C H oldings SA , S w itzerland M r. S B R aheja 4. K ey M anagem ent Personnel : M r. T VRamanathan (A s on 31st M arch, 2011) M r. GChatterjee M r. P K Kataky D r. S K M ittal (upto 30 A pril, 2010) M r. A KMukherjee M r. N adeem K azim M r. Supriya C oom er 5. N am e of the Companies/firms/ : Nil in which D irectors/KManagement ey P ersonnel have significant influence w ith w hom transactions have happened during the year. D etails of transactions entered into w ith the related parties: (R s. in Crores.)
S u b s id ia r ie s E n t e r p r is e /In d iv i d u a ls K e y A s s o c ia te C o m p a n ie s h a v in g d ir e c t o r in d ir eM a n a g e m e n t ct c o n tr o l P e rs o n n e l T o ta l

P u rc h a s e s o f g o o d sIL C ABM L C h lo r id e ta ls Me L e a d aA llo y s ge CB S E A C a ld y n e T o ta l S a le o f g o o d s CBSEA C a ld y n e Espex C h lo r id e ta ls Me L e a d aA llo y s ge C IL T o ta l

B a la n c e B a la n c e B a la n c e B a la n c e T r a n s a c t io nu t s t a n d a s g T r a n s a c t ioO u t s t a n d a s g T r a n s a c t io nu t s t a n d a s g T r a n s a c t io nT r a n s a c t ioO u t s t a n d a s g O in n in O in n in V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e V a lu e o n3 1 - 0 3 - 2 0 1 1 0 .0 3 0 .0 3 0 .2 4 0 .2 4 (1 .6 8 ) (1 .6 8 ) 4 3 7 .6 4 4 3 7 .6 4 (2 6 6 .0 3 ) (2 6 6 .0 3 ) 8 3 0 .8 9 8 3 0 .8 9 5 .1 2 5 .1 2 (6 0 3 .1 2 ) (6 0 3 .1 2 ) 0 .0 1 0 .0 1 (0 .0 1 ) (0 .0 1 ) 3 .6 6 3 .6 6 0 .1 5 0 .1 5 (1 .0 7 ) (1 .0 7 ) 1 ,2 7 2 .4 7 1 ,2 7 2 .4 7 5 .2 7 5 .2 7 (8 7 1 .9 1 ) (8 7 1 .9 1 ) 4 3 .9 6 8 .5 7 4 3 .9 6 8 .5 7 (4 1 .6 4 ) (8 .4 3 ) (4 1 .6 4 ) (8 .4 3 ) 2 2 .3 7 6 .8 8 2 2 .3 7 6 .8 8 (1 8 .5 9 ) (5 .3 2 ) (1 8 .5 9 ) (5 .3 2 ) 3 2 .5 3 1 5 .7 6 3 2 .5 3 1 5 .7 6 (1 9 .0 0 ) (1 1 .7 7 ) (1 9 .0 0 ) 1 1 .7 7 1 2 6 .1 7 1 2 6 .1 7 1 8 .8 8 1 8 .8 8 (8 0 .3 7 ) (8 0 .3 7 ) _ 1 4 4 .5 2 1 4 4 .5 2 1 7 .5 0 1 7 .5 0 (7 9 .1 1 ) (7 9 .1 1 ) 6 .1 1 6 .1 1 0 .4 0 0 .4 0 (7 .5 2 ) (7 .5 2 ) 3 7 5 .6 6 3 7 5 .6 6 6 7 .9 9 6 7 .9 9 (2 4 6 .2 3 ) (2 4 6 .2 3 ) (2 5 .5 2 ) (2 5 .5 2 )

24. N O TE TO A C C O U NT (Contd.) S S ii) Details of transactions entered into with the related parties:
S u b s id ia r ie s E n t e r p r is e /In d iv id u a ls K e y A s s o c ia te C o m p a n ie s h a v in g d ir e c t o r in d ir eM a n a g e m e n t ct c o n tr o l P e rs o n n e l

(R s. in Crores.)
T o ta l

B a la n c e B a la n c e B a la n c e B a la n c e T r a n s a c t io nu t s t a n d a s g T r a n s a c t ioO u t s t a n d a sg T r a n s a c t io nu t s t a n d a s g T r a n s a c t io nT r a n s a c t ioO u t s t a n d a s g O in n in O in n in V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e V a lu e o n3 1 - 0 3 - 2 0 1 1 C o so fm a n a g e m seenrv ic e s re c o v e re d t t C IL 0 .0 4 (0 .0 4 ) R e n t a n da in te n a n c e C o s ts M C IL E m p lo y e e W e lfa re E x p e n s e s IV L R ig h ts Is s u e o f S h a re s IV L D iv id e n d In c o m e C IL ABM L L e a d aA llo y s ge C h lo r id e ta ls Me E spex C a ld y n e T o ta l T e c h n ic a l A s s is ta n c e E x p e n s e s C E IL T e c h n ic a l A s s is ta n c e In c o m e ABM L L o a n s G iv e n In te re s t C o s ts ESPEX ESPEX 0 .2 3 (0 .0 9 ) 1 .3 2 (0 .8 3 ) 2 8 .3 1 (2 .3 9 ) 1 8 .7 1 (1 .3 4 ) 0 .1 1 (0 .0 3 ) 0 .7 9 (0 .3 0 ) 4 9 .4 7 (4 .9 8 ) 0 .3 2 (0 .3 2 ) (0 .0 1 ) 0 .0 1 (0 .0 1 ) (0 .0 9 ) (0 .6 0 ) 4 .6 8 (2 .3 9 ) 5 .3 5 (1 .3 4 ) (0 .0 3 ) 0 .7 9 (0 .3 0 ) 1 0 .8 2 (4 .7 5 ) 0 .0 8 (0 .0 8 ) 0 .0 7 (0 .0 7 ) (0 .0 1 ) 1 1 8 .7 0 (9 3 .7 4 ) 0 .0 5 (0 .0 8 ) (0 .0 4 ) 5 .1 * 0 (6 .3 7 ) 0 .7 6 (0 .5 6 ) 5 .8 6 (6 .9 3 ) 1 1 8 .7 0 (9 3 .7 4 ) 0 .2 3 (0 .0 9 ) 1 .3 2 (0 .8 3 ) 2 8 .3 1 (2 .3 9 ) 1 8 .7 1 (1 .3 4 ) 0 .1 1 (0 .0 3 ) 0 .7 9 (0 .3 0 ) 4 9 .4 7 (4 .9 8 ) 0 .0 5 (0 .0 8 ) 0 .3 2 (0 .3 2 ) (0 .0 1 ) 0 .0 1 (0 .0 1 ) 5 .1 0 (6 .3 7 ) 0 .7 6 (0 .5 6 ) 5 .8 6 (6 .9 3 ) (0 .0 9 ) (0 .6 0 ) 4 .6 8 (2 .3 9 ) 5 .3 5 (1 .3 4 ) (0 .0 3 ) 0 .7 9 (0 .3 0 ) 1 0 .8 2 (4 .7 5 ) (0 .0 4 ) 0 .0 8 (0 .0 8 ) 0 .0 7 (0 .0 7 ) (0 .0 1 ) 1 .7 5 (3 .3 1 ) 1 .7 5 (3 .3 1 ) 0 .3 3 (0 .2 2 ) 0 .0 1 0 .4 5 (0 .3 6 ) 0 .0 4 (0 .0 4 ) 0 .3 3 (0 .2 2 ) 0 .4 5 (0 .3 6 ) 0 .0 1

In te re s t In c o m e E S P E X R e m u n e r a tio n to D ire c to rs ( R e fenro te o .II o fS c h e d u2le ) n 4 to O th e rs T o ta l

N ote: (1) D ividen am ountin to R s. 15.6 crs w as paid for the year 2009-1 final (R s. 7.82 crs for the year d g 4 0 20 08 -0 final and R s. 35.1 crs for Interi D ivide n 2 01 0-1 (R s. 2 3.4 crs for Interi Dividend 9 ) 8 m d 1 6 m 2009-10) to C hloride E astern Lim ited, Uk. * D etails furnished in C orporate G overnance Report.

24. N O TE TO A C C O U NT (Contd.) S S t. In additions to the details furnished in Schedule 6, the follow ing investm ents in M utual funds units w ere purchased and sold duringyear: the N a m e o f th e fu n d R eliance M utual Fund U n its P u rc h a s e d U n its S o ld 1,00,788.70 1,00,788.70 (4,50,592.26) (4,50,592.26) 12,14,17,136.68 12,14,17,136.68 H D FC M utual Fund (5,00,02,584.50) (5,00,02,584.50) 80,91,77,130.90 80,91,77,130.90 IN G V ysya M utual Fund (21,00,88,401.17) (21,00,88,401.17) 3,70,37,768.77 3,70,37,768.77 ID FC M utual Fund (1,40,30,895.74) (1,40,30,895.74) IC IC I P rudential M utual F und ( 28,46,775.33) ( 28,46,775.33) 9,21,84,189.97 9,21,84,189.97 K otak Liquid Plus ( 99,94,859.04) ( 99,94,859.04) 80,94,382.33 80,94,382.33 C an R ebeco M utual Fund ( 40,60,529.66) ( 40,60,529.66) Tata M utual F und (34,971,817.45) (34,971,817.45) B harti Axa M utual Fund ( 50,039.49) ( 50,039.49) 4,09,16,791.74 4,09,16,791.74 S BI M utual Fund ( 50,01,846.16) ( 50,01,846.16) 3,62,35,969.83 3,62,35,969.83 B irla M utual Fund ( 2,50,68,502.31)( 2,50,68,502.31) D S P M utual F und 6,30,033.63 6,30,033.63 (49,994.28) (49,994.28) 9,93,72,064.76 9,93,72,064.76 Tem pleton M utual F und () () 1,00,356.69 1,00,356.69 U TI M utual Fund () () 1,00,43,351.86 1,00,43,351.86 LIC M utual Fund () () ID B I M utual Fund 52,05,894.52 52,05,894.52 () () u. D etails of A uditors remuneration:2010-11 (R s. in crs.) Statutory Audit Lim itedReviews Tax Audit In other capacity for certificates etc O ut of P ocket Expenses Total 0.33 0.22 0.05 0.08 0.03 0.71 2009-10 (R s. in crs) 0.33 0.22 0.05 0.03 0.02 0.65

v. E xceptionaitem of R s. 4 6.9 c ro re rep re se nt g ain on transfe of land w hic w as no lo ng e in l 3 s s r h r u se.w. O the incom in S chedul 14 include R s. 20.6 crore bein gain arisin on accoun of prem atur r e e s 5 s g g t e paym ent deferre sales tax loan in terms of N et P resen V alu (N P V S chem of the G overnm en of d t e ) e t of Tam ilnadu. The Com pan has been grante the abov in term of orde no. 743/2011/Adate 29th M arch 2011 issued y d e s r 8 d , by Joint C om m issioner (C T), C hennai Division. (E ast)

24. N O TE TO A C C O U NT (Contd.) S S
IV. SIG N IFIC AN AC C O U N TIN G T POLICIES a. Basisof Accounting T he C om pan prepare its account un de the H istorica C os C onventio m odifie by revalua tio of fixed assets The y s s r l t n d n . financial statem ents have been prepared to com ply in all m aterial respects with the Accounting Standards notified by the C om panie Accountin S tandard Rules 2006 (as am ended and the relevan provision of the Com panie Act, 1956 For s g s , ) t s s . recognition of Incom e and expenses, Mercantile S ystem of Accounting is followed. T he accounting policies applied by the C om pany, consistent thoseusedin the previous are with year. a. Use of estimates T he preparation of financial statem ents in conform ity with generally accepted accounting principles requires m anagem ent to m ake estim ates and assum ptions that affect the reported am ounts of assets and liabilities and disclosure of contingent liabilitie at the da te of the financia statem e nt and the result of operation durin the reportin period Alth oug these s l s s s g g . h estim ate are base upon m anagem entbes know ledg of curren eve nt and actio ns actua resu lt coul diffe from s d s t e t s , l s d r theseestimates. c. Revenue Recognition Sale of Goods R evenue from sale of goods including m anufactured products is recognised upon passagecustom ers, to the of title which generally coincides delivery. with C ustom s Dutybenefitsin the form of advance licenseentitlem ents recognised exportof goods,and are set off from are on m aterial costs. Interest R evenu is recogn ise on a time proportio basi takin into accoun the am oun outstandin and the rate applicable. e d n s g t t g Dividends R eve nu is re cognise w hen the shareho lde rs e d right to receiv p aym en is estab lishe by the ba lanc shee date. e t d e t H oweverD ividen from subsidiarie is recognise even if the same are declare after the balanc shee date but , d s d d e t pertains to pe rio on or befor the date of balanc she et as per the requirem enof sche dul VI of the C om p an ie d e e , t e s Act, 1956. d. F ix ed A s s ets F ixe A sses a re sta te at co st (or re valu d am o u n tsas the ca se m ay b e) le ss a ccum ula d d ep re ciatioa nd im p a irm e nt d t d e , te n losses if any C os com priseof P urchas price inclusiv of dutie (net of C envat)taxes incidentaexpenses , . t s e e s , , l , erection/com m issioning n se e tc up to the d ate the a sse is re ad for its inten d d u se. In case of re va lu a tio of fixed asse ts e xpe s t y e n , the o rig inaco st a s w ritte up by the va lu e,r is c o n sid e re in the a c co u n t a nd the d iffe re n tiaam ou n is tra n s fe rre to l n d s l t d re va lu a tio re s e rve . n The carryin am ount of asset are reviewe at eac balanc shee date to determ in if ther is any indicatio of g s s d h e t e e n impairment ba se on extern al/inte rna tors An im p airm en loss is rec o gn ise w he re ve the ca rryin a m ou n d l fac . t d r g t of an asset exceed its recoverabl am oun which re present the grea te of the net sellin price of asset and thei s e t s r g s r Va lu in use. T he es tim a te fu tur ca sh flo ws are d is co u n te to th e r pre se n va lue at the w e ig h te a v era g e d e d i t d e c ost of capital. e . In ve s tm e n ts Investm entthat are readil realizabl and intende to be held for not m or than a year are classifie as curren s y e d e d t investments. All otherinvestm ents classified Long-T erm are as investm ents. CurrentQ uotedInvestm ents statedat are lowerof costor m arke ra te on in dividu lainvestm enba sis Long T erm In vestm e nt are con sid ere at cost unle s t t . s d , s th ere is o ther than tem porar declin in va lue th ereof in wh ic case ade quat provisio is m ad for d im inutio in the y e , h e n e n va lue of investm ents. v e stm e n t in fo re ig c o m p a n ie are c a rrie at e x c h a n g ra tes p re va ilin on the date In s n s d e g of their acquisition. f. Depreciation i) The classificatio of plan & m achiner into continuou and non-continuouproces is done as per technicacertification n t y s s s l and depreciation thereonis provided accordingly. ii) a ) D epreciatiois provide on straight-linm etho at the rate and in the m anne specifie in S chedul XIV of the C om panies n d e d s r d e A ct 1 956 e xcep for the asset sh ow in (b) be lo w F urtherin res pe tcof certan asset w ho s resid uaec on om ilife, , , t s n . , i s e l c as de te rm in ed the a ppro ved by valuer, le ss thanthe residualife a s pe r the bo oks, ep re ciatiois pro vid ed t the is l d n a ad ju ste h ig h e ra tes so th at the va lu th e re o is w ritte o ff o ver the e c o n o m i life d e te rm ind by the va lu e r. d r e f n c e b) Based upon their respective useful economdepreciation on the following assets is provided at a rate ic life, higher than thosespecified Schedule X IV of the C om panies 1956: in Act C lassof assets Usefuleconom ic Life R ateof Depreciation Air conditioners, efrigerators, R Washing Machines, aterC oolers, W Televisions (included Furniture Fittings) in & 6 15.83% MotorVehicles 6 15.83% C om puter Hardware 4 24.50% W eighing Scales,& Transformers 15 6.53% PalletTrucks 10 9.80% c) The Com pan has estim ate the residua value of P lan & Machinerym ould and com puter to be 2% of the cost y d l t , s s as against5% specified Section205 (2)(c)of the C om panies 1956.Accordingly, of the valueof fixed in Act, 98%

assetsis beingdepreciated the accounts. in d) Acquired oodwill Softwares am ortised G and are overa periodof five years.

24. N O TE TO A C C O U NS (C ontd.) S T
iii. D ep recia tio inc lud e a m ou n w ritte off in re s pe c of lea se h o l pro pertie over the res pe ctiv le ase period. n s t n t d s e iv. D epreciatio on fixed asset ad ded /d isposeoff durin the year is provide on pro-rat basi w ith referenc to the n s d g d a s e m onthof addition/disposal. v . In case of im pairm ent any depreciatiois provide on the revise carryin am ounof the asset over its rem ainin usefu life. , if , n d d g t s g l Intangible Assets R esearch D evelop m ent and Costs R esearc cost are expe nse as incurre d D evelopm enexpenditu r incurre on an individuaprojec is carrie forw ard h s d . t e d l t d when its future recoverability can reasonably be regarded as assured. Any expenditure carried forw ard is am ortised over the periodof expected futuresalesfrom the relatedproject,not exceeding years. ten The carryin value of developm en s is reviewe for im pairm enannuall when the asse is not yet in use and otherwise g t cost d t y t , when events or c h a n g e in c ir c u m s t a n cse in d ic a e that the c a r r y in value may not be recoverable. s t g Acquired com puter softw are licenses capitalised the basisof costsincurredto bringthe specificintangibles and are on to its inte n te u se. T h es cost are a m ortize on a straig ht-lin ba s s o ver th eir estim a te u se fu life of five years. d e d e i d l L eases: i) Finance lease: In orderto com plywith Accounting Standard 19 N otifiedby the Com panies Accounting Standard Rules,2006 a ) Asset g iven und e a fin anc lease are re cognize as rece ivabl at an am o un eq ua to the net investm en s r e d e t l t in the lease Le as ren tal are a pp ortio ne be tw ee p rincipa and interes as per the IRR m e thod T he . e s d n l t . prin cipal o u n rec e iv e re d u c e the net in v e stm etn in the le a se and in te re s is re c o g n ize as am t d s t d re v e n u e Initial dire c cos t su ch as le gal ch arg e , broke ra e e tc a re rec og n ize im m e d ia te l in the P ro fi . t s s g d y t & L oss A ccou nt. b) A sset acqu ire und e financ leases whic effective l transfe to the C om pa n substantiallall the risks and s d r e , h y r y y benefit incidentato ownershi of the lease item s are capitalize at the lowe of the fair value and presen value s l p d , d r t of the m inim u lease paym ent at the inceptio of the lease term and disclose as lease assets Leas paym ents m s n d d . e are apportioned betweenthe financechargesand reduction the leaseliabilityso as to achievea constant of rate of interes on the rem a in in ba lan c of the lia b ility F in an c cha rg e are cha rg e d ire ctl a ga ins income. t g e . e s d y t Leasedassetscapitalised depreciated the shorter the estim ated are over of usefullife of the assetor the leaseterm. ii) O perating leases: a) Assetsacquired underO perating Leasesrepresent assetsw herethe lessoreffectively retainssubstantially the all risks and benefit of the r ow nershipO pe ratin lease paym ent are recognise as an expens in the Profi and s i . g s d e t LossAccount a straight-line on basisoverthe leaseterm. b) A sset given unde operatin lease are includ e in fixed assets Le as incom is recog nize in the P rofi and s r g s d . e e d t Loss Accoun on a straigh t-lin basi over the lease term. C osts includin depreciatio are recognize as an t e s , g n d expense the Profitand LossAccount. in ForeignC urrency Transactions i) InitialRecognition F o re ig currenc tra nsactios are recorde in the repo rtin cu rrency by app lyin to the foreig curre nc am o unt n y n d g , g n y the e xch a ng ra te b e tw e e the re po rtin c urre n c a nd the fo re ig cu rre n c at the da te of the tra n sa c tio n . e n g y n y ii) Conversion Foreigncurrency onetary m item sare reportedusingthe closingrate.N on-m onetary swhichare carriedin terms item of historicacost denom inate in a foreig currenc are reporte using the exchang rate at the date of the transaction; l d n y d e and non-m one ta ritems w hic are carrie at fair value or other sim ila valuatio denom in ate in a foreig currency y h d r n d n are reported usingthe exchange ratesthat existedwhenthe valuesweredetermined. iii) Exchange Differences Exchang difference arisin on the settlem en/ conversio of m onetar item s are recognise as incom or expenses e s g t n y , d e in the year in whichthey arise. iv) Forw ard Exchange Contracts T he prem iu or discoun arisin at the inceptio of forw ar exchang contract is am ortise as expens or income m t g n d e s d e overthe life of the contract. Exchange differences suchcontracts recognised the statem ent profitand loss on are in of in the year in whic the exchang rates changeAny profi or loss arisin on cancellatio or renewaof forwar exchange h e . t g n l d contract recognized incom eor as expense the year. is as for Inventories i) Raw m aterialscom ponents , , store and spare are value at Lowe of cost and net realizabl value Howevermaterials s s d r e . , and other items held for use in the productio of inventorie are not writte down below cost if the finishe product in n s n d s whic they will be incorporate are expecte to be sold at or abov cost Cos is determ ine on a weighte averag basis. h d d e . t d d e ii) W o rk-in -p ro g re s and fin is h e go o d are va lu e at L o w e of c ost and net re a liza b l va lu e C ost s d s d r e . includes d ire c m a te riasl a nd la bo u and a p ro p o rtio of m an ufac tu rin overh ea s b as e on no rm a t r n g d d l o p e ra tin ca p a city. g Costof finishedgoodsincludes exciseduty.C ostis determ ined a weighted on averagebasis. Net realizabl value is the estim ate sellin price in the ordinar cours of businessless estim ate cost of com pletion e d g y e , d s and to m akethe sale. Borrow ing Costs Borrowing costsattributable the acquisition to and/orconstruction qualifying of assetsare capitalized a part of the cost as of such assets upto the da te w hen such asset are ready for thei in te nde use. O the borro win cost are cha rge to , s r d r g s d Profitand LossAccount.

g.

h.

i.

j.

k.

EXIDE INDUSTRIES LIMITED

24. N O TE TO A C C O U NT (Contd.) S S
l. Expenditure new projects on and substantial expansion E xp end itur directl re latin to co nstru ctio activit a re cap italised Ind irec exp enditur incurre durin e y g n y . t e d g construction p erio a re ca pita lise as pa rt of the ind ire c con s tru ctio co st to the e xte n to w h ich the exp e n ditu r d d t n t e are indirectly related to construction or are incidental thereto. O ther indirect expenditure (including borrow ing costs) incurred during constructio perio w hic are not relate to the constructio activit nor are incidentathereto are the n d h d n y l , charg e to the Profit and Loss Account. Incom e earned during construction period, deducted from the total of the d if any, is indirect expenditure. All direc capita expenditur on expansio are capitalisedAs regard indirec expenditur on expansiononly that portio is t l e n . s t e , n capitalise whic represent the m argina increas in such expenditur involve as a resul of capita expansionBoth direct d h s l e e d t l . and indirec expenditur are capitalise only if they increas the value of the asse beyon its origina standar of t e d e t d l d performance. m. ExciseDuty Excise D uty is accounted for at the point of m anufacture of goods and accordingly, is considered finished for valuation of goodsstocklying in the factories on the balancesheetdate. as n. R etirem ent otherem ployee and benefits i) R etirem ent Benefit in the form of Provident Fund is a defined contribution schem e and the contributions are charged to the P rofi and L oss A cco un of the year w h en the con trib ution to the respectiv funds are du e. T her are no t t s e e obligations otherthan the contribution payableto the respective trusts. ii) G ratuit liabilit and Post em ploym enM edica B enefi liab ilit are define benefi obliga tion and are provide for y y t l t y d t s d on the basisof an actuarial valuation adeat the end of eachfinancial m year. iii) Long term com pensate absence are provide for base on an actuaria valuatio m ad at the end of each financia d s d d l n e l year.iv) Paym ents adeunderthe Voluntary etirem ent m R Schem e chargedto the Profitand Lossaccount. are v) P ensio liabilit is sp lit into a define be nefi portio and a define con tributio portio as in dica te in no te no. r. n y d t n d n n d T he co ntributios tow ard defin e co ntributio are ch arg e to the P rofi and Loss accoun of the year w h en the n s d n d t t contribution becom es due. The D efined benefit portion is for on the basisof an actuarial provided valuationm adeat the end of eachfinancial year. vi) Actuarial gains/losses im m ediately are takento profitand loss account are not deferred. and o. Product elatedW arranty/G uarantee R Claims Provisio for produc relate w arranty/guaran te s is base on the claim receive upt the year end as w ell as the n t d e cost d s d o m anagem enestim ate of furthe liabilit to be incurre in this regar durin the w arrant period com pu te on the basis t s r y d d g y , d of pasttrendof suchclaims. p. Taxation T ax expens com prise of curre n and deferre tax. C urren incom tax is m easure at the am oun expecte to be paid e s t d t e d t d to the tax authorities in accordance with the Indian Incom e D eferred incom e taxes reflects the im pact of Tax Act. current year tim ing differences between taxable incom e and accounting incom e and reversalof tim ingdifferences for the year of earlieryears. Deferre tax is m easure base on the tax rate and the tax laws enacte or substantivelenacte at the balanc shee date. d d d s d y d e t D eferre tax asset are recognise only to the exten that there is reasonabl certaint that sufficien futur taxabl income d s d t e y t e e will be availabl agains whic such deferre tax asset can be realised In situation w her the com pan has unabsorbed e t h d s . s e y depreciatio or carry forwar tax losses all deferre tax asset are recognise only if there is virtua certaint supporte by n d , d s d l y d convincin evidenc that they can be realise agains futur taxabl profits. g e d t e e The carryin am oun of deferre tax asset are reviewe at eac balanc shee date. The com pan write down the carrying g t d s d h e t y s am ountof the deferred assetsto the extentthat it is no longerreasonably tax certainor virtuallycertain,as the case may be, that sufficie n fu tur taxa bl incom w ill be a va ilabel ag ains w h ic d eferre tax asse can be realized Any such t e e e t h d t . write-dow is reverse to the exten that it becom s reasonabl certai or virtuall certain as the case m ay be, that sufficient n d t e e n y , futuretaxableincom ewill be available. q. Earningper share E arn ing per shar is calculate by dividin the net profi or loss for the year a ttributabl to equ it shareholderby the s e d g t e y s weighted averagenum berof equitysharesoutstanding duringthe period. For the purpos of calculatin dilute earning per share the net profi or loss for the perio attributabl to equit shareholders e g d s , t d e y and the w eighte averag num be of share outstandin durin the perio are adjuste for the effect of all dilutiv d e r s g g d d s e potential equityshares. r. Provision A provision recognized is whenan enterprise a presentobligation a resultof past eventand it is probable an has as that outflo of resource w ill be require to settl the obligationin respec of whic a reliabl estim at can be m ade w s d e , t h e e . Provisions m a de in te rms of A cco un tin S ta nd ard-29are not discoun te to its presen value and are de te rm ind g , d t e base on the m anag em enestim at require to settl the ob ligatio at the balanc shee date. T hes are review e at d t e d e n e t e d each balance sheetdate and adjusted reflectthe currentm anagem ent to estimates. s. Segm ent reporting Based on the synergies risks and returns associated with business operations and in term s of Accounting Standard 17, the C om pa n is predom ina ntlengage in a sin gl re portabl segm en of Lead A cid Storag B atte rie durin the year. y y d e e t e s g T he analysisof geographical segm ents basedon the areasin whichcustom ers the C om pany located. is of are t. C ontingent Liabilities N o provisionis m ade for liabilities,which are contingentin nature, but if m aterial,these are disclosedby w ay of notes.

58

EXIDE INDUSTRIES LIMITED

24. N O TE TO A C C O U NT (Contd.) S S
V. STATIST IC AL DATA a. C APAC ITIES,PR O DU C TIO N STOCKS & Unit StorageBatteries Nos. Installed Capacity 2010-2011 27,992,068 2009-2010 24,235,970 ActualProduction 2010-2011 24,215,775 2009-2010 21,689,011

N otes:Licensed capacity sincenot required be given,is not furnished. to Installed capacity beenestim ated the Management. has by

b. S TO C K O F FIN IS H E D GOODS 2010-2011 Quantity Value Nos. R s.inCrores 843,518 1,256,130 2010- 2011 Quantity Value Nos. Mah* Rs. inCrores 23,803,163 4,498 5,496.05 61.98 176.45 252.77 2009-2010 Q uantity V alue Nos. R s.in Crores 1,053,536 843,518 161.60 176.45

S torage Batteries : O pening Stock : C losingStock c. S ALE O F F IN IS HE D GOODS

S torage Batteries * M ah denotes Million Am pere Hours TradingItems 1,653,630 d. TR ADIN G ITE M S

2009- 2010 Quantity V alue Nos. Mah R s. in C rores 21,899,029 3,949 4,532.00 54,506 9.60

S torage B atteries : O pening Stock : Purchase : C losingStock

2010-2011 Quantity Value R s. inCrores 21,651 1,871,005 239,026 2.62 61.50 9.80

2009-2010 Quantity Value R s. inCrores 16,733 59,424 21,651 2.77 6.04 2.62

e. C onsum ption Raw Materialsand components of 2010-2011 Quantity V alue Rs. in C rores Tonnes 203,121 2,341.43 605.47 2,946.90 P rcentage e 18.3 81.7 100.0 2009-2010 Quantity V alue R s. in C rores 174,519 1,753.86 447.71 2,201.57 V alue R s. 562.32 1,639.25 2,201.57

Lead and Lead Alloy Others f. V alue o f Raw M aterials con sum ed : Imported Indigenous g. Value of S tores and Spares co nsum ed : (excluding am ounts charged to otherheads) Imported Indigenous

V alue P ercentage R s. 539.71 25.5 2,407.19 74.5 2,946.90 100.0

P rcentage e 14.5 85.5 100.0

V alue P ercentage R s. 6.67 13.9 39.30 86.1 45.97 100.0

Valu e R s. 5.45 33.65 39.10

59

24. N O TE TO A C C O U NT (Contd.) S S
h. V alue of Im po rts (C .I.F. basis) R aw M aterials and Components T radingItems S pareParts C apital Goods i. Incom e & E xpen diture in Foreign Currency Incom e (on accrual basis) E xport (f.o.b. value) Dividend T echnical Assistance Fee E xpenditure (on actual rem ittance basis) Royalty T echnical Assistance Fee Others j. R e m itta n c e in fo re ig n c u rre n c ie s o n a c c o u n t o f D iv id e n d s to n o n -re s id e n t s h a re h o ld e rs (i) N um ber of Shareholders (ii) N um ber of Shares held 2010-11 R s. 539.42 46.69 15.91 93.05 695.07 2009-10 R s. 515.00 6.25 8.82 25.34 555.41

145.28 1.43 0.32 3.44 0.37 5.21

107.56 0.86 0.32 3.75 0.30 5.56

1 390,954,666 50.82 2009-10 and 2010-11 (interim )

1 390,954,666 31.28 2008-09 and 2009-10 (interim)

(iii) N et am ount of dividend rem (Rs.) itted (iv) A m ount rem itted for

T he above inform ation exclude particulars in respect of certain non-resident shareholders for whom dividend warrants were sent to the shareholders banks in India, w ith prior approval of the R eserve B ank of India. VI. Figures in brackets relate to previous year and the sam e have been regrouped/rearranged w here necessary. S ignatures to Schedules 24 1 to A s per our report of even date. S . R . B AT LIB O ICO. & Firm Registration N um ber: 301003E C hartered Accountants P er Sanjoy K . Gupta Partner M em bership N um ber : 54968 M um bai, 27 April, 2011 For and on behalf of the B oard of D irectors

S . Coomer Secretary

R. G . K apadia T. V . R am anathan A. K. M ukherjee D irectors

EXIDE INDUSTRIES LIMITED

INFORMATION REGARDING SUBSIDIARY COMPANIES

PURSUANT SECTION212 OF THE COMPANIES TO ACT, 1956
N a m e of S u b sid ia ry C o m p an ie s H o ld in g C o m pa n ys in te re s t N e t A g g re g a te a m o u n t o f N e t A g g re g a te a m o u n t o f S u b s id ia ry C o m p a n ys p rofit n o t S u b s id ia ry C o m p an ys p ro fit d e a lt d e a ltw ith in th e C o m p a n ys A c c ou n t w ith in th e C o m p a n ys A c c o u n t F o r th e S u b s id ia ry F o r th e S u b s id ia ry F o r th e S u b s id ia ry F o r th e S u b sid ia ry C o m pa n ys F in a n c ia lC o m p a n ys F in a n c ia l C o m p a n ys F in a n c ia l C o m p an ys F in a n cia l p e rio d e n d e d p re v io u s ye a rs p e riod e n de d p rev io u s ye a rs 3 1 .0 3 .2 01 1 3 1 .0 3 .20 1 1

H o ld e r o f e n tire * (R s . 7 ,11 2 ) * R s . 5 2 ,1 6 2 ,8 0 6 * R s . 2 ,2 5 0 ,0 0 0 * R s . 5 4 ,4 0 4 ,2 1 8 is s u e d S h a re C a p ita l o f 4 ,5 0 ,0 0 0 E q u ity S ha re s o f R s . 1 0 /- e a ch C a ld yn e H o ld e r o f e n tire is s u e d * R s . 6 ,1 9 5 ,18 1 * R s . 1 2 ,1 3 4 ,4 5 9 * R s . 7 ,9 2 0 ,0 0 0 * R s . 8 ,1 9 5 ,4 0 0 A u to m a tic s S h a re C a p ita l o f 1 9 ,8 0 ,00 0 E q u ity L im ite d S ha re s o f R s . 1 0 /- e a ch C h lo rid e M e ta ls H o ld e r o f e n tire is s u e d * (R s . 8 6 ,2 4 0 ,38 2 ) * R s . 18 1 ,87 2 ,5 76 * R s . 1 87 ,1 13 ,5 0 0 * R s . 1 3 ,3 6 5 ,2 5 0 L im ite d (F o rm e rly S h a re C a p ita l o f T a nd o n M e ta ls 5 ,34 6 ,1 00 E qu ity S h a re s L im ite d ) o f R s . 1 0/- e ac h L e a d a g e A llo ys H o ld e r o f e n tire is s u e d * (R s . 2 4 9,8 3 0 ,6 2 1 ) * R s . 44 1 ,65 4 ,2 60 * R s . 2 83 ,1 40 ,0 0 0 * R s . 2 3 ,8 6 8 ,0 0 0 Ind ia L im ite d S h a re C a p ita l o f 4 ,6 80 ,0 0 0 E q u ity S h a re s o f R s . 1 0 /- e a ch C h lo rid e B a tte rie s o ld e r o f e n tire is s u e d H ** S $ 1 0 ,7 7 ,2 6 4 ** S $ 5 8 8 ,7 0 3 ** S $ N il ** S $ N il S .E . A s ia S h a re C a p ita l of 7 ,00 0 ,0 00 P te L im ite d O rd in a ry S h a re s E sp e x H o ld e r o f 1 02 ,0 00 *** G B P 6 6 ,18 3 *** G B P 4 0,2 4 3 *** G B P 1 5 ,3 0 0 *** G B P 5 ,1 0 0 O rd in a ry S h a re s o u t B atte rie s o f is s ue d S h a re L im ite d C a p ita l o f 2 0 0 ,0 0 4 O rd in a ry S h a re s of G B P 1 each A sso cia te d H o ld e r o f 3 ,8 96 ,6 4 0 ****S L R 3 4 ,6 0 7 ,7 1 3 ****S L R 1 8 0 ,7 9 4 ,1 4 6 **** S L R 3 7 ,0 1 8 ,0 8 0 ****S L R 1 0 8 ,2 5 0 ,5 6 0 O rd in a ry S h a re s B a tte ry o u t o f is su e d M a n u fa c tu re rs S h a re C a p ita l o f (C e ylo n ) 6 ,33 6 ,0 00 L im ited O rd ina ry S h a re s o f S ri L an k a n R s 1 0 e a c h

C h lo rid e Inte rn a tio n a l L im ited

* In In d ia ru p e e ** In S in g a p o re d o lla rs *** In G B P **** In S ri L a nk an R u p e e N o te s : (i) On 31 M a rc 2 0 1 1 a l the 4 ,5 0 ,00 E q u it S h a re is s u e by C h lo rid In te rn a tio n L im ite w e r h e d by E xid In d u s trie L im ite a nd its n o m in e e s h , y s d e la d e l e s d . A ll th e se s ha re s w e re a c q u ire d b y E xid e In d u s trie s L im ite d fro m C h lo rid e E a ste rn L im ite d o f w hic h it w a s a S ub s id ia ry. (ii) On 31 M a rc 2 0 1 1 a l the 1 ,9 8 0 ,00 E q u y S h a re is s u e by C a ld y e A u to m a tic im ite w e e h e d by E x id In d u s trieL im ite a nd its n o m in e e s.O u t h , 0 it s d n sL d r l e s d of th s 9 1 ,8 0 s h a re w e r a c q u ire e ffe ctiv 12 Ju ly 1 9 9 9 8 8 ,2 0 E q u it S h a re w e r a c q u ire e ffe c tiv 25 Ju ly 2 0 0 a nd the b a la ne 1 ,8 0 0 ,000E q u ity i s e d e , , y s e d e , 7 c S h a re s w e re a llo te d a s b o n u s e ffe ctiv e 1 4 J u ly, 2 0 0 8. (iii) On 31 M a rc 2 0 1 1 a l the 5 ,3 4 6 ,10 E q u it S h a re is s u e by C h lo rid M e tasl L im ite w e r h e d by E x id In d u s trie L im ite a nd its n o m in e e s ut h , 0 y s d e d e l e s d .O o f th is 2 ,4 0 1 ,10 S h a re w e r a c q u ire e ffe c tiv 1 N o v e m b ,e r 0 0 7 a nd b a la n e 2 ,9 4 5 ,00 e q u it s h a re w e r a c q u ire e ffe c tiv 31 M a rc , 0 s e d e 2 , c 0 y s e d e h 2008. (iv ) O n 3 1 M a rc h 2 0 1 1 , a ll th e 4 ,6 80 ,0 0 0 E q u ity S h a re s is su e d b y Le a d a g e A llo ys In d ia L im ite d w e re h e ld b y E xid e Ind u strie s L im ite d an d its no m in e e s. of th is 2 ,3 8 6 ,80 s h a re w e r a c q u ire e ffe c tiv 1 A p ril 2 0 0 8 a nd b a la n e 2 ,2 9 3 ,20 E q u it S h a re w e r a c q u ire e ffe c tiv 12 A u g u s t2 0 1 0 . 0 s e d e , , c 0 y s e d e , (v ) O n 3 1 M a rc h 2 01 1 , a ll th e 7 ,0 0 0 ,0 0 0 O rd in a ry S h a re s is su e d b y C h lo rid e B a tte rie s S .E . A s ia P te L im ite d w e re h e ld b y E xid e Ind u strie s L im ite d . A ll t sh a re s w e re a c qu ire d effe ctiv e 12 F eb ru a ry, 2 00 1 . (v i) O n 31 M a rc h 0 1 1 a ll th e 2 0 0 ,0 0 4 rd in a ry h a re s s ue d y E s pe x a tte rie L im ited1 0 2 ,0 0 0 rd in a ry h a re s e reh e ldb y E xid eIn d u s trieL im ited . 2 , O S is b B s , O S w s A ll th e s e s h a re s w e re ac q u ire d e ffe ctiv e 1 M a y, 2 0 03 . (v ii) On 31 M a rc 2 0 1 1 a l the 6 ,3 3 6 ,00 O rd in ayr S h a re is s u e by A s s o c ia d B a tteyr M a n u fa c tu re (C e y lo)n L im ite ,d 3 ,8 9 6 ,60 O rd in a r S h a re h , 0 s d te s r 4 y s w e re h d l by E x id In d u s trie L im ite.d O ut of th is 3 ,1 0 4 ,60 s h a re w e r a c q u ire e ffe c tiv 11 J a n u a ry2 0 0 a nd b a la n e 7 9 2 ,0 0 O rd in a r e e s 4 s e d e , 1 c y S h a re w e rea cq u ire d e ffe c tiv e 9 A u g u s t, 2 0 0 4 . s R. G . Kapadia T . V. Ram anathan A. K. M ukherjee D irectors

M um bai, 27 April, 2011

S. Coom er Secretary

B A L A N S H ETEA B S T RTAACN C O M P A S G E N E L B U S IN S P R O F IL E EC D NY RA ES
[AS PER SCHEDULE PART (IV) OF THE COMPANIES VI ACT, 1956] I. RE G IS TR ATIODETAILS N 149 Registration No. StateCode B alance S heet Date 3103 CAP ITAL RAIS E D D U R IN G TH E YEAR (Am ount in R s. crs.) N P ublicIssue N Rights Issue (including premium) N P rivate P lacem ent of Equity S hares (including premium) N B onusIssue P OS ITIO N O F M O B ILIS AT IO N AN D D EP LO YM EN T O F FUNDS (Am ount in R s. crs.) TotalLiabilities 3608 . 3608 . TotalAssets S O U R C E S OFUNDS F 85 . P aid upCapital Reserves & Surplus 2 657 . 0 . S ecured Loans Unsecured Loans 2 . 67 . D e fe rre T ax Liability d AP P LIC AT IO N O F FUNDS 901 . Net Fixed Assets Investments 1377 . Net C urrent Assets 532 . N M isc.Expenditure N Accum ulated Losses PE R FO R M AN C E O F TH E COMPANY (Am ount in R s. crs.) 4704 . Turnover including other incom e and Exceptional Items 3764 . TotalExpenditure 940 . P rofit B efore Tax 7 . E arnings per share (R s.) (B asicdiluted) and 6 Dividend rate (%) G E N E R IC N AM E S O F P RIN C IP AL P R O DU C TS /S E RV ICE S O F TH E C O M P AN Y ITE M C O D E (ITC CODE) Lead A cid S torage Batteries 8507 . used for S tarting Piston Engines 8507 . Other Lead A cid Accumulators

1 9 2 1 1 1

II.

I I I I

L L L L

III.

5 2 5 2 0 4 0 0 5 8 9 3 I I 0 5 6 9 0 1 7 2 L L

IV.

3 7 0 1 3 6 8 4 0%

V.

1 0 2 0

M um bai, 27 April, 2011

S . C oom er S ecretary

R . G . K apadia T . V . R am anathan A . K . M ukherjee D irectors

EXIDE INDUSTRIES LIMITED

AUDITORS REPORT
TO THE BO ARD OF DIRECTOR EXIDE INDUSTRIE LIM ITE ON THE CONSO LIDATE S S D D FINANCIALSTATEMENTS EXIDE INDUSTRIES OF LIMITEDAND ITS SUBSIDIARIES We have audited the attached consolidated balance sheet of Exide Industries Limited and its subsidiaries (the Group), as at 31st March 2011, and also the consolidated profit and loss account and the consolidated cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of Exide Industries Limiteds management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of Rs. 519.38 crores as at 31st March 2011, total revenue of Rs. 1421.88 crores and cash flows amounting to Rs.19.17 crores for the year then ended. We also did not audit the financial statements of the associate Company for the year ended March 31, 2011 whose share of loss attributable to the Group is Rs. 35.04 crores for the year. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the reports of the other auditors. We report that the consolidated financial statements have been prepared by the Exide Industries Limiteds management in accordance with the requirements of Accounting Standard 21-Consolidated financial statements and Accounting Standard 23-Accounting for Investments in Associates in Consolidated Financial Statements notified pursuant to the Companies (Accounting Standards) Rules, 2006 (As amended). Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the consolidated balance sheet, of the state of affairs of the Group as at 31st March 2011; (b) in the case of the consolidated profit and loss account, of the profit for the year ended on that date; and (c) in the case of the consolidated cash flow statement, of the cash flows for the year ended on that date. For S.R. BATLIB O& I CO.Firm R egistration N um ber: 301003E artered Accountants Ch per S anjoy K. G upta P lace : Mumbai P artnerDate : 27 A pril2011 M em bership N o. 54968

EXIDE INDUSTRIES LIMITED AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEET

AS AT 31st MARCH2011 S O U R C E S OFUNDS F Sh areholders Funds S hareCapital Reserves & Surplus LoanFunds Secured Unsecured M inority Interest Deferred Tax Liability (net) SCHEDULE 1 2 3 31.03.2011 31.03.2010 R s. inCrores R s. inCrores Rs. in Crores R s. inCrores 85.00 2,300.08 2,385.08 98.85 4.78 103.63 10.71 70.88 2,570.30 81.60 92.53 174.13 36.62 60.62 2,187.87 85.00 1,831.50 1,916.50

4 5

AP P L IC ATIO N O F FUNDS Fixed Assets 6 G ross B lock 1,732.13 Less: Accum ulated Depreciation/ A m ortisation 764.58 Net Block 967.55 A dd: Capital W ork-in-P rogress including C apitalAdvances 70.30 Investments 7 Deferred T ax Asset (R efer N ote no ii m III on S chedule 25) Cu rrent Assets, Loans & Advances Inventories 8 S undryDebtors 9 Cash and B ank Balances 10 Loans & Advances 11 Less: Current LiabilitiesProvisions & Current Liabilities Provisions Net C urrent Assets Notes to A ccounts and Significant A ccounting Policies 25 1,134.32 373.76 22.87 134.31 1,665.26 847.46 147.06 994.52 670.74 2,570.30 1,037.85 861.32 0.39

1,487.31 693.52 793.79 42.93 836.72 876.79 0.30 796.86 298.05 30.14 85.62 1,210.67 624.68 111.93 736.61 474.06 2,187.87

12 13

S chedules 1 to 13 and 25 referred to above form an integral part of the Consolidated B Sheet. alance A s per our report of even date. S . R . B atliboi Co. & Firm R egistration N o. 301003E Chartered Accountants per S anjoy K . Gupta Partner M em bership Num ber: 54968 M um bai, 27 A pril, 2011 For and on behal of the B oar of D irectors f d R. G . K apadia T. V . R am anathan A . K . M ukherjee D irectors

S. C oom er S ecretary

EXIDE INDUSTRIES LIMITED AND ITS SUBSIDIARIES CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED31st MARCH2011 SCHEDULE 2010-2011 2009-2010 R s . in C ro re s R s . in C ro re s R s . in C ro re s R s . in C ro re s IN CO M E G rossSales 14 Less :ExciseD uty (refer note nod III on schedule 25) : S ales Tax, V alue A dded Tax & Octroi Net Sales O therIncome EXPENDITURE (Increase)/D ecreaseStocks in M aterials Consumed P urchase of Trading Goods P ersonnel Costs Expenses Interest and Finance Costs Depreciation/Amortisation 15 5,774.10 494.98 513.04 4,766.08 55.28 4,821.36 16 17 18 19 20 21 (181.10) 2,810.67 211.89 320.97 647.76 11.26 89.59 3,911.04 910.32 46.93 957.25 297.73 659.52 35.04 5.66 618.82 168.13 786.95 79.00 76.50 20.65 51.00 2.11 557.69 786.95 7.28 4,729.66 329.80 421.01 3,978.85 8.18 3,987.03 (81.44) 2,110.34 132.38 272.17 568.22 16.10 87.53 3,105.30 881.73 881.73 300.85 580.88 68.38 18.98 493.52 28.85 522.37 255.18 48.00 8.16 36.73 6.17 168.13 522.37 6.15

BALANCE E xceptional Items (refer note no III h on schedule 25) P R O FIT B E FO RTAX E Taxation (net) 22 P R O FIT AF TETAX R Less: S hare of Loss of A ssociate Company Less: M inority Interest NE T PROFIT B alance brought forward P R O FIT AV AIL AB LE FO R APPROPRIATION APPROPRIATIONS G eneral Reserve InterimDividend Tax on Interim Dividend P roposed Dividend Tax on above Dividend B alance C arried Forward E arning per share asic & D iluted -B -(Nominal V alue P er S hare R e 1) (refer note no III p on S chedule 25) Notes to A ccounts and Significant A ccounting Policies 25

S chedules 14 to 25 referred to above form an integral part of the Consolidated P rofit Account. & Loss A s per our report of even date. S . R . Batliboi& Co. Firm R egistration N um ber: 301003E Chartered Accountants per S anjoy K . Gupta Partner M em bership No. 54968 S. C oom er M um bai, 27 A pril, 2011 S ecretary

For and on behalf of the B oard of D irectors R . G . K apadia T. V . R am anathan A . K. M ukherjee irectors D

EXIDE INDUSTRIES LIMITED EXIDE INDUSTRIES LIMITED AND ITS SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED31st MARCH2011
2 0 1 0 -2 0 1 1 2 0 0 9 -2 0 1 0 R s . in C ro re s R s . in C r o r e s s . in C ro re s R s . in C ro re s R 9 5 7 .2 5 8 9 .5 9 (4 6 .9 3) (0 .3 5) 0 .9 4 (2 0 .6 5) (3 0 .4 8) 1 1 .6 8 (0 .4 2) (7 5 .8 6) (3 3 7 .4) 6 (3 2 .9 6) 2 3 6 .4 9 8 7 .5 3 (0 .6 3) 0 .5 1 0 .0 2 5 .9 7 (0 .0 1) 0 .3 2 (3 .7 8) 1 6 .7 9 (0 .6 8) (3 8 .4 6) (2 7 2 .6) 2 (2 4 .7 9) 2 0 1 .3 1 8 8 1 .7 2

G (A ) C A S HF L O WF R O MO P E R A T INA C T IV IT IE S : N e tP ro fitb e fo re x ta A d ju s tm e n t r : fo D e p re cia tio n E xc e p tio n Ite m s al P ro fito n F ixe dA ss e ts ld/ d isc a rd e d so L o s so n F ixe dA s se ts ld/ d isc a rd e d so P ro fito n sa leo f In v e s tm e n ts P ro v isio fo r D o u b tfuD e b ts n l G a ino n P re p a ym e n t S a le sT a xL o a n of P ro vision/(R ecoveryD im inutioin V alu in Investm ents ) for n e P ro v isio /(R e c o v e ry) r D o u b tfuLl o a n sa n dA d v a n c e s n fo D iv id e n d c o m e In In te re sE xp e n se t In te re sIn c o m e t O p e ra tinp ro fitb efo re o rk in g p itac h a n g e s g w ca l ( In c r e a s e ) /D e c in a suen dD y b to (r n e o fp r o v is io n ) re S re s t (In c re a s e )/D e cre a se e n to rie s in Inv (In c re a s e )/D e cre a seo a n s A d v a n c e s in L & In cre a se /(D e cre ain T)ra d eP a ya b le s se C a s hg e n e ra tiofro mo p e ra tio n s n D ire ct a xe s a id(n e to f re fu n d ) T P N e tC a s hfro mo p e ra tin a ctiv itie s g G (B ) C A S HF L O WF R O MIN V E S T IN A C T IV IT IE S : P u rch a s o f F ixe dA ss e ts e S a leof F ixe dA s se ts S a leof S h a re s A cq u isitioo f S h a re s n P u rch a s o f M u tu aF u n d s e l S a leof M u tu aF u n d s l In te re sR e ce iv e d t D iv id e n d c e iv e d re N e tC a s hu se din in v e stin g ctiv itie s a

3 .3 8 9 6 0 .6 3

1 0 6 .0 4 9 8 7 .7 6

(2 0 9 .7) 9 7 5 0 .8 4 (3 0 3 .1) 2 4 4 7 .7 2

(1 3 4 .5 6 ) 8 5 3 .2 0 (3 1 9 .1) 2 5 3 4 .0 8

(2 9 4 .8) 8 5 9 .7 4 2 .4 0 (1 4 2 .3) 4 (1 ,4 0 5 .0 0) 1 ,5 0 5 .0 0 0 .3 9 3 0 .2 0 (2 4 4 .4) 9

(1 3 0 .3) 0 1 .0 3 0 .7 5 (1 2 2 .3) 6 (9 8 9 .0) 0 4 4 4 .0 0 0 .7 5 1 .1 5 (7 9 3 .9) 8

G (C ) C A S HF L O WF R O MF IN A N C IN A C T IV IT IE S : P ro ce e dfro mL o n gT ermB o rro w in g s s 5 1 .3 2 4 .9 6 R e p a ym e n t L o n gT ermB o rro w in g s of (6 7 .1 0) (1 4 7 .7) 4 N e tin cre a se /(d e c re aine )th e rb o rro w in g s so (3 4 .0 7) (4 4 .1 3) Is su eo f S h a re s clu d in S h a reP re m iu m ) (in g 5 3 9 .5 0 Share Issu expenses s e (0 .1 9) (9 .5 9) D iv id e n dP a id(in clu d in ta x) s g (1 5 2 .7) 7 (7 5 .1 2) In te re sP a id t (1 1 .5 5) (1 9 .5 9) (2 1 4 .3) 6 2 4 8 .2 9 N e tC a s hu se din fin a n cin a ctiv itie s g N e t In c re a s e /(d e c re a s e ) in c a s h a n d c a s h e q u iv a le n ts (1 1 .1 3) (1 1 .6 1 ) E ffe ct f F o re ig n u rre n c T ra n sla tio n o C y 3 .8 6 2 .7 9 C a s ha n dc a s he q u iv a le n tss a t 1 A p ril2 0 1 0 # a 3 0 .1 4 3 8 .9 6 C a s ha n dc a s he q u iv a le n tss a t 3 1 M a rch 0 1 1 # a 2 2 2 .8 7* 3 0 .1 4* # a s d is clo s e in S c h e d u le 0 d 1 * In clu d e R s.2 .7 0crs (R s.2 .0 6c rs)lyin gin U n cla im eD iv id e n d cc o u n t, e in gth e a m o u na v a ila b le r re s tricte u se . s d A b t fo d A s per our report of even date. S . R . BAT LIBO ICO. & Firm R egistration N um ber: 301003E C hartered Accountants per Sanjoy K. Gupta Partner M em bership N 54968 o. M um bai, 27 A pril, 2011

S . C oom er Secretary

R . G . Kapadia T. V. Ram anathan A. K . M ukherjee Director s

66

AS AT 31st MARCH2011 1. S H ARECAPITAL Authorised 1,000,000,000 E quity Shares

P ar Value 31.3.2011 Rs. R s. inCrores 1 100.00 100.00 85.00

31.3.2010 R s. inCrores 100.00 100.00 85.00

Issued, S ubscribed and paid up * 850,000,00 Equit Share fully paid up 0 y s 1 * Includes 1,350,000 shares issued for consideration other than cash and 541,469,580 shares issued as fully paid up bonus shares by capitalisatioof Securitie Prem iu and n s m Capital & R evenue Reserves. 2. R E SE RV E S & S U RP L US R evaluation Reserve B alance as per Last Account Less A djustm entow ard assets : t s sold/discarded Less:Transfer D epreciation to Account S ecurities P rem ium Account B alance as per Last Account Add: Am oun receive on issue t d of shares Less: S hare Issue Expenses adjusted (Refer Note no III o on S chedule 25) G eneral Reserve B alance as per Last Account A dd:Transfer from P rofit & Loss Account C apital R eserve-balance as per Account Last Foreign C urrency Translation Reserve P rofit & Loss Account Balance 3. L O AN FU N D S SECURED T erm Loans D FC C V ardhana B ank Limited, Srilanka H D FCBank K otak M ahindra bank B ankOverdraft

31.3.2011 31.3.2010 R s . in C ro re s R s . in C ro re s R s . in C ro re sR s . in C ro re s 48.16 1.32 2.33 738.07 0.19 864.95 79.00 737.88 51.71 0.81 2.74 213.16 534.50 9.59 609.77 255.18 738.07

44.51

48.16

943.95 5.35 10.70 557.69 2,300.08

864.95 5.35 6.84 168.13 1,831.50

(a) (b) (c) (d)

1.12 56.28

UNSECURED S ales Tax Loan from Sm all Industries P rom otion C ouncil of Tam il Nadu (refer note no III s on schedule 25) S ales tax loan, under schemincentive, e of G ovt. of Maharashtra T erm Loan from Bank of A m erica NA

57.40 41.45 98.85

2.23 4.82 0.14

7.19 74.41 81.60

2.69 2.09

64.82 2.71 25.00

4.78* 103.63

92.53 174.13

Securities

* Includes repayable within one year Rs. 2.63 crs (R s. 23.98 crs)

(a) (b) (c) (d)

S ecured by hypothecation of Im m ovable Property at R athm alana of A ssociated B attery M anufacturers(C E YLO N ) Limited Securedby hypothecation batterybreaking machine of of Chloride Metals Limited Securedby vehicle/equipment purchased under the facility Secure by hypothecatio of stock & book debts both presen and future The borrowing of Rs. 93.70 crs (Rs. 76.47 crs) d n s , t . s in case ofcertainsubsidiaries are further secured by charge on their a respectiveim movable properties.

EXIDE INDUSTRIES LIMITED AND ITS SUBSIDIARIES SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS
AS AT 31st MARCH2011 4. M IN O R IT Y INTEREST B alance of equity as on acquisition date A dd : M ovem ent in equity from acquisition date to31.03.2011 Less: A djustm ent on acquisition of remaining 49% S hares in Leadage A lloys Limited India N ote: M inority interest represent 49% (49% ) of equity of Espex B atteries Ltd., 38.50% (38.50% ) of equity of A ssociated B attery M anufacturers (Ceylon) Lim ited and nil (49% ) in Leadage Alloys India Ltd. 5. D E FE R R E D TAX LIAB ILITY (NET) B alance as per Last Account A dd : Deferred Tax Liability for year the (R efer note no III m Schedule i on 25) 6. FIX E DASSETS
G R O S SL O C K B A C C U M U L D E P R E C I A/ T IM O R T I S A T I O N ATED AON NET VALU E C o s t / V a lu a t io n C o s t / V a lu a t io n L e s sO: nS a le s / As A sa t A sa t a t a a t 1 . 4 . 2 0 1 0 A d d it io n s D e d u c t io nass a t 3 1 . 3 . 2 0 1 1 A sa t 1 . 4 . 2 0 1 0 A m o r t is a t io n A d ju s t m e n t s s 3 1 .3 .2 0 1 1 3 1 .3 .2 0 1 0 3 1 .3 .2 0 1 1 R s in C r o r e s R s inC r o r e s . . . . . . . . . . T a n g i b ls s e t s R s in C r o r e s R s in C r o r e s R s in C r o r e s R s in C r o r e s R s in C r o r e s R s in C r o r e s . R s in C r o r e s R s in Ae C ro re s Land F r e e h o ld 3 8 .7 9 4 7 .0 8 L e a s e h o ld 1 7 .2 4 1 7 .4 9 4 7 .0 8 3 .6 9 1 1 .9 8 3 8 .7 9 B u ild in g s 2 0 2 .6 6 1 6 6 .7 1 2 0 .1 6 2 0 .1 6 2 .6 7 0 .2 5 2 .9 2 L e a s e hBo u ild in g s ld 5 .2 7 5 .6 4 4 3 .4 1 3 .9 3 2 6 3 . 3( c ) 7 5 7 .1 9 6 .7 2 3 .2 0 6 0 .7 1 P la n&t M a c h in e r y 2 2 3 . 8 9 5 8 7 .0 6 4 5 3 .9 2 1 0 .9 7 1 0 .9 7 5 .3 2 0 .3 8 5 .7 0 M o u ld s 5 3 .9 1 4 5 .0 2 9 8 1 .8 1 2 0 6 .0 5 1 0 .0 9 1 ,1 7 7 .7 7 5 2 7 .8 9 7 1 .5 6 8 .7 4 5 9 0 .7 1 F u r n it u r e & 6 .4 6 5 .1 9 1 1 0 .6 8 1 7 .6 2 5 .6 5 1 2 2 .6 5 6 5 .6 6 8 .5 2 5 .4 4 6 8 .7 4 F it t in g s M o t o r 2 .8 7 2 .9 9 1 7 .0 1 2 .3 4 0 .7 0 1 8 .6 5 1 1 .7 2 1 .1 1 0 .6 4 1 2 .1 9 V e h ic le s 5 .7 0 5 .0 0 6 .5 8 0 .8 7 1 .4 5 6 .0 0 3 .6 9 0 .7 4 1 .3 0 3 .1 3 C o m p u te rs 2 1 .0 0 3 .2 2 1 .5 8 2 2 .6 4 1 6 .0 1 2 .4 7 1 .5 4 1 6 .9 4 I n t a n g iA ses e t s bl 4 6 .7 0 4 4 .5 0 G o o d w ill 0 .8 9 0 .2 5 4 7 . 8( 5 ) a 2 .2 0 5 0 .0 5 3 .3 5 3 .3 5 S o ftw a r e s 7 9 3 .7 9 9 6 7 .5 5 0 .2 8 0 .8 0 1 .0 8 0 .0 2 0 .1 7 0 .1 9 T o ta l 4 2 .9 3 7 0 .3 0 2 8 0 .2 0 3 5 .3 8 1 ,7 3 2 .1 3 6 9 3 .5 2 9 1 .9 2 2 0 .8 6 7 6 4 .5 8 P r e v ioyuesa r T o t a l 1 , 4 8 7 . 3 1 s 1 1 2 .1 4 1 6 .6 1 1 ,4 8 7 .3 1 6 1 8 .1 4 9 0 .2 7 1 4 .8 9 6 9 3 .5 2 C a p Wt a ol r k - i n - p r o g r 1 ,s3s 9 1 . 7 8 i e 8 3 6 .7 2 1 ,0 3 7 .8 5 (e )

Rs.in C rores 11.61 6.10 (7.00) 10.71

R s.in C ro res 11.61 25.01 36.62

60.62 10.26 70.88

43.49 17.13 60.62

In c lu d eTsra d e a rk s , a te n tsn do th e in ta n g ib le s . M P a r C o n v e y a ndceee d fo rc e rta in m o v a b leo p e r tie a lu e a t R s3 .7 7c r s(R s3 .7 7c rs )a rep e n d inegx e c u tio n . s im pr vs d In c lu d eRs s0 .1 0c rsb e in g ec o s o f s h a re in C o - o p e r a tiv o u s inS o c ie tie s . th t s He g T h ed e ta ils f fix e d s s e ts v a lu ehda v e e e n iv e n e lo w : o a re b g b N a m e f th eC o m p a n y o Y e a o f R e v a lu a tio n r A s s e ts v a lu e d re E x id e d u s trie s ite(dE IL ) In L im 1 9 9 1 n d1 9 9 9 a L a n dB u ild inagn dP la n& M a c h in e r y , t C a ld y nA u to m a tic im ite(C a ld y n e ) e Ls d 2006 L a n dB u ild inagn dP la n& M a c h in e r y , t L e a d a gAello y In d ia im ite (dL A IL ) s L 2008 L a n dB u ild inagn dP la n& M a c h in e r y , t C h lo ridBea tte r ie s.E A s iaP teL td .(C B S E A ) S . 1992 L a n d ,B u ilda ng P la n& M a c h in e r y in d t A s s o c ia te d tte ry a n u fa c tu r(Crs y lo n )td .(A B M L ) Ba M e e L 1 9 9 0 /1 9 9 1 L a n d n dB u ild in g a C h lo ridM e ta ls im ite(C M L ) e L d 2008 L a n dB u ild inagn dP la n& M a c h in e r y , t T h ere v a lu a tio n sc a rr ie o u tb y a p p ro v e d lu e ra n ds u rp lua r is in th e r e o n ,a sb e e n n s f e rr todR e v a lu a tio n s e rv A .sin wa d va s s g h tra e Re e th ep re v io u s a r sa, d d itio ndael p r e c ia tio nth ey e a r n re v a lu eads s e ts a sb e e n p p ro p r ia te dmth eR e v a lu a tio n s e r v e . ye fo r o h a fro Re e . In c lu d eass s e ts tra n s it in

a. b. c. d.

AS AT 31st MARCH2011 7 . IN V E S T M E N T S N o . F a c e V a lu e p e r S h a re / D e b e n tu re L o n g T e rm (a t c o s t) (re fe r n o te n o III f o n S c h e d u le 2 5 ) U n q u o te d G o v e rn m e n t S e c u ritie s (L o d g e d a s S e c u rity D e p o s it w ith v a rio u s a u th o ritie s ) ING V Y S Y L ife In s u ra n cC o m p a nL td . 7 3 ,2 4 ,4 1 ,5 0 0 R s . 1 0 7 4 4 .4 3 A e y (6 1 3 ,7 4 1 ,5 0 0 ) 4 1 6 .4 9 L e s s : P o s t A c q u is itio n lo s s O th e rs : F e a rin g C a p ita l H a ld ia In te g ra te d D e v e lo p m e n t A g e n c y L td . B ro w n s G ro u p M o te ls L im ite d 3 1 .3 .2 0 1 1 R s . in C ro re s 3 1 .3 .2 0 1 0 R s . in C ro re s

0 .0 * 1 6 2 5 .7 3 3 8 1 .4 6 3 2 7 .9 4

0 .0 1

2 4 4 .2 7 0 .5 0 0 .0 1

3 0 ,0 0 0 R s . 1 0 0 0 5 0 0 ,0 0 0 R s . 1 0 2 0 ,0 0 0

3 .0 0 0 .5 0 0 .0 1

F u lly p a id u p D e b e n tu re s W o o d la n d s H o s p ita l a n d M e d ic a l R e s e a rc h C e n tre L td . 45 1 /2 % D e b e n tu re s 1 5 % N o n -re d e e m a b le R e g is te re d D e b e n tu re s 1 5 % N o n -re d e e m a b le R e g is te re d D e b e n tu re s 2 6 1 /2 % D e b e n tu re s In v e s tm e n t in P ro p e rty T re a s u ry B ill Q u o te d H a th w a y C a b le a n d D a ta c o m L im ite d ,9 2 ,5 6 6 10 C u rre n t - Q u o te d U n its o f M u tu a l F u n d (R e fe r N o te n o III r o n S c h e d u le 2 5 )

100 6 ,0 0 0 6 ,5 0 0 1 ,0 0 0

*^ *^ *^ *^ 0 .45* 2 6 .2 2 5 0 3 .1* 9
@

0 .4 5 2 .4 0 2 6 .2 2 6 0 2 .9 3 8 7 6 .7 9 Cost 6 2 9 .1 5 2 4 7 .6 4 M a rk e t V a lu e 6 2 5 .6 0

R s. 10

8 6 1 .3 2 A g g re g a te V a lu e o f In v e s tm e n ts Q u o te d U n q u o te d Cost 5 2 9 .4 1 3 3 1 .9 1 M a rk e t V a lu e 5 1 3 .8 6

N o te A ll th e a b o v e in v e s tm e n ts , e x c e p t th o s e m a rk e d w ith a n a s te ris k , a re tra d e in v e s tm e n ts . : @ In c lu d e s R s . 6 5 c ro re s , u n its w h e re a g a in s t w e re p e n d in g a llo tm e n t a s a t B a la n c e S h e e t d a te -S in c e a llo te d . ^ F ig u re s b e in g le s s th a n R s . 5 0 ,0 0 0 in e a c h c a s e , h a s n o t b e e n d is c lo s e d .

EXIDE INDUSTRIES LIMITED AND ITS SUBSIDIARIES SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS
AS AT 31st MARCH2011 3 1 .3 .2 0 1 1 3 1 .3 .2 0 1 0

8. INVENTORIES R s . in C ro re s R s .in C ro re s R s .in C ro re s R s .in C ro re s (At Lower of C ost or N et R ealisable V alue) 19.64 14.30 S tores, Spare parts, Loose Tools etc. R aw M aterials and C om ponents @ 520.07 369.05 Work-in-Progress 297.64 190.34 223.05 175.05 Finished G oods @ A dd: E xcise Duty on Finished G oods Inventory 31.66 254.71 22.52 197.57 T radingGoods @ Includes m aterials in transit/B onded warehouse or lying with third parties 9. S U N D R DEBTORS Y (U ns ec ure,dc ons id e re good) d D eb s o ver s ix months t O the Debts r * N et of d o ub tfu de bt fully prov id e for l s d 1 0. C ASH A ND B ANK B A L AN C E S C ash and C heq ue in hand s (inc lud in R e m ittan ce in transit) g s B a lan ce w ith ba nk on: s s C u rren Account t F ix ed Deposit U n pad D iv id en Account i d 11. LO AN S AN D ADVANCES (U nsecured, C onsidered good) Loans A dvances recoverable in cash or in kind or for value to be received or pending adjustments A dvance Tax, R efunds receivables and Tax deducted at source (net of provisions) B alances with C ustom s, Sales TExcise ax & Authorities D eposits Others * N et of Provision for D oubtful Loans and A dvances R s. nil (R s. 1.08 crs.) 12. C U R R EN T LIABILITIES S undryCreditors D ue to M icro, S m all and M edium enterprises D ue to others O thersLiabilities Acceptances A dvances from Customers Investor Education and Protection Fund (R efer note no III l on Schedule 25) Interest accrued but not due on Loans 13. PROVISIONS E m ployee Benefits P roduct related Warranty/Guarantees (R efer note no III n on Schedule 25) T axation (net of Advance T ax, refund receivable and T ax deducted at Source) P roposed Dividend T ax on P roposed Dividend 8 .28 * 365.48 373.76 1.89 0.20 19.96 0.01 2.70 10.50 4.67 2.06 7.52 290.53 29 8 .0 5 3.23 12.91 42.26 1,134.32 25.60 796.86

22.67 22.87 0.01 65.74 30.70 23.18 14.68 134.3 * 1

1 7.2 3 3 0.1 4 0.01 43.12 14.46 16.13 11.90 85.62

8.77 669.09 76.54 79.36 10.92 2.70 0.08 847.46 23.57 66.12 4.26 51.00 2.11 147.06

8.48 484.81 65.30 47.08 16.51 2.06 0.44 624.68 16.92 48.36 3.75 36.73 6.17 111.93

FOR THE YEAR ENDED31st MARCH2011 2 0 1 0 -1 1 2 0 0 9 -1 0 R s . in C ro re s R s . in C ro re s R s in C ro re s R s . in C ro re s 5,642.94 27.80 61.98 14.99 21.31 9.59 11.79 12.63 4,682.53 7.03

14. SALES S torage B atteries Lead and Lead Alloys Trading Item s B atteries B attery chargers, UP S, etc. S olar Lanterns and Homelights O thers * N et of Exchange G ain R s. 6.27 crs. (Loss R s. 1.38 crs.) 15. O TH E RINCOME D ividend from C urrent N on-Trade Investments P rofit on S ale of Investments P rofit on assets sold / discarded B ad debts recovered G ain on prepaym ent of S alesLoan T ax (refer note no III s on schedule 25) S undryIncome 16. (IN C R E AS E/)DE C R E AS E IN STOCKS O pening Stocks Work-in-progress Finished goods Tradinggoods C losingStocks Work-in-progress Finished goods Tradinggoods E xciseDuty

98.28 5.08 5,774.10 *

34.01 6.09 4,729.66

30.48 0.35 0.05 20.65 3.75 55.28 190.34 175.05 25.60 390.99 297.64 223.05 42.26 562.95 (9.14)* (181.10) 190.34 175.05 25.60 140.91 141.41 29.41

3.78 0.02 0.63 1.25 2.50 8.18

311.73

390.99 (2.18) (81.44)

* R epresents Excise duty on (Increase)/ decrease of Finished goods inventory 17. M ATE R IAL S CONSUMED R aw M aterials, Com ponents etc: O pening Stock A dd: P urchases (including Processing charges, P rocurem ent expenses etc. and after adjusting Cenvat Credits) Less: C losing Stock (R efer note no III j on Schedule 25) 369.05 2,961.69 3,330.74 520.07

178.83 2,300.56 2,479.39 369.05

2,810.67 2,810.67

2,110.34 2,110.34

71

EXIDE INDUSTRIES LIMITED EXIDE INDUSTRIES LIMITED AND ITS SUBSIDIARIES SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS
FOR THE YEAR ENDED31st MARCH2011 2 0 1 0 -2 0 1 1 R s .in C r o r e s R s .in C ro r e s 18. PE R S O NN ECOSTS L S alaries, W agesBonus & C ontribution to P rovident & O ther Funds (net) W elfare Expenses 19. EXPENSES S tores & S pare P arts consumed P ow er & Fuel B attery C harging attery Assem bly /B expenses R epairs & Maintenance Buildings P lant &Machinery C om puters & Softwares Others R ent & H ire C harges (net) R ates & Taxes Insurance Commission R oyalty and Technical Fees A id P ublicity and S ales Promotion Freight & Forwarding (net) S elling E xpenses (Schedule 23) Travelling & Conveyance B ankCharges C om m unication Costs Donations A uditors Remuneration (refer note no III k on schedule 25) D irectors Fees Loss on A ssets sold/discarded B ad D ebts w ritten off Less: A djusted against provision P rovision for Doubtful Debts Loans and A dvances w ritten off Less: A djusted against provision P rovision for Loans and Advances M iscelliances E xpenses (Schedule 24) 20. IN TE R E S T AN D FIN ANCOST CE Interest on: TermLoans W orking C apital Borrowings Fund M obilisation Costs Less: Interest received on loans, deposits etc. [including Tax deducted at source R s. 0.03 crs. (R s. 0.07 crs.)] *N et of exchange G ain Rs nil3.57crs.) (R s 259.05 27.35 34.57 320.97 50.71 188.24 43.00 7.47 23.15 3.83 2.29 6.12 22.82 3.86 2.85 220.09 22.41 29.67 272.17 42.61 152.14 24.31 2 0 0 9 -2 0 1 0 R s in C r o r e s R s in C r o r e s . .

36.74 14.45 2.59 1.99 4.30 7.12 24.40 138.05 77.00 16.47 4.04 6.15 0.12 1.02 0.03 0.94 0.05 0.84 0.32 29.19 647.76 1.76 9.84* 11.60 0.08 11.68 0.42 11.26

35.65 11.25 1.98 1.65 5.64 4.63 43.99 119.77 66.44 13.83 4.28 6.20 0.29 0.94 0.03 0.51 5.09 0.88 0.35 25.76 568.22 5.10 11.56 16.66 0.12 16.78 0.68 16.10

0.05

10.14 (5.05) 2.89 (2.54)

FOR THE YEAR ENDED31st MARCH2011 2010-2011 R s. in C rores 21. DEPRECIATION/AMORTISATION C harge for the year Less: Transfer from R evaluation Reserve 22. TAXATION P rovision for Incom e Tax P rovision for W ealth Tax * Includes eferred LiabilityR s 10.16crs (releas Rs 0.14 crs) D Tax e and provisio of earlie year Rs 6.35 crs (Rs 1.41 n r s crs) (R efer N ote no III m on S chedule 25) 23. SE LLING EXPENSES TestingCharges Liquidated Dam ages, C laim s Breakages and C ashDiscounts A fter S ales Services C & FExpenses Installation Costs 91.92 2.33 89.59 297.5 0* 0.23 297.73 2009-2010 R s. inCrores 90.27 2.74 87.53 300.62 0.23 300.85

0.86 0.84 40.18 17.01 17.58 0.53 77.00

1.02 0.49 33.51 14.85 16.17 0.40 66.44

24. M IS C E LLANE O U S EXPENSES M otor V ehicle R unning Expenses C onsultancy & S ervices outsourced S ecurity S ervice Charges G eneral Expenses LegalExpenses P rinting & Stationery TQ M Expenses C S RExpenses P ollution C ontrol Expenses 25. N O TE S TO ACCOUNTS

4.41 7.65 5.52 1.65 1.60 4.93 0.30 0.93 2.20 29.19

4.21 6.91 4.41 1.18 1.92 4.03 0.27 1.32 1.51 25.76 R s. inCrores

I. C O N TING E N C IE S & C AP ITAL COMMITTMENTS R s. inCrores a. CONTINGENCIES Contingent liabilities not provided for in respect of O utstanding B ank G uarantees/Indem nity Bonds 13.40 S ales Tax demands 2.16 E xcise D uty demands 0.88 Incom e Tax demands 2.53 O ther claim s being disputed by the Company 0.45 O ther C ontractual Obligation 4.70 S hare of contingent liabilities of A ssociate Company 87.67 C laim from a landlord, an appeal w hereby is pending N ot ascertainable in H onble B om bay H igh Court

10.16 19.47 0.77 0.03 0.50 43.38 N ot ascertainable

25. N O T E TO A C C O U NS (C ontd.) S T 2 0 1 0 -2 0 1 1 2 0 0 9 -2 0 1 0 R s . in C ro reR s . in C ro re s R s .in C ro re R s .in C ro re s s s

b) C A P ITA L CO M M ITM E N TS E stim ated am ount of C ontracts rem aining to be executed on C apital account and not provided for: C om m itm ent for Fixed Assets C om m itm ent for Investment II. D IR E CT O R S REMUNERATION Salary Contribution to P rovident and other Funds C ost of other benefits Commission S ittingfees

103.25 17.00 R s . in C ro re s 4.69 0.74 0.54 0.38 0.03 6.38

69.86 R s . in C ro re s 6.89 0.81 0.64 1.65 0.03 10.02

III. OTHERS a. P rinciples of conso lidation of financial statements: The consolidatefinanciastatem entw hic relat to E xid Industrie Ltd. (E IL) and its subsidiar d l s h e e s y com panies have been prepared on the follow ing basis i. The financial statem ents the com pany its subsidiaries consolidated a line-by-line of and are on basis by addin togethe the book value of like items of assets liabilitiesincom and expenditureafter g r s , , e , fully elim inating intra group balances, intra group transactions and any unrealised profit/loss included therein. ii. T he consolidate financia statem ent have been prepare using unifor accountin policie for d l s d m g s like transactions are presented the extentpossiblein the sam e m anneras the com panys and to separate financial statements. iii. The excess/shortfal cost to the com pan of its investent in the subsidiar com panie is recognized l of y s y s in the financia statem ent as goodwill/capita l s l reserve as the case m ay be. T he goodw lil am oun so , t arisen is tested for im pairm ent at year-end. each iv. Durin the year EIL has acquire balanc 49% share of Leadag Alloy Indi Lim ite for Rs. 20.6 g , d e s e s a d 4 crs. v. The subsidiary com panies considered in the financial statem ents are as follows: C ountry of Incorporation of Vo ting p ow er as on % M arch 31, 2011 Chloride International Lim (CIL) ited India 100 Caldyne A utom atics Ltd (C A LD Y N E ) India 100 Chloride B atteries S.E. AsiaLtd. Pte (CB S EA ) & its w holly owned subsidiary (E xide B atteries P vt. Ltd.) Singapore 100 Espex B atteries Lim ited (ESPEX) UK 51 Associated B attery Manufacturers (Ceylon) Ltd. (ABML) S rilanka 61.50 Chloride M etals Ltd. (CML) India 100 (form erly Tandon M etals Ltd.) Leadage A lloys India Ltd. (LAIL) India 100 vi. Foreig E xchang fluctuation on conversio of the account of (E IL foreig subsidiarie have n e s n s s n s been taken to Foreign C urrency T ranslation R eserve (A rising on Consolidation). M ino rity Interest In terms of A ccountin S tandar 21, the m inorit interes has been com pute in respec of g d y t d t E spexB atterie Lim ite a nd A ssoc iate B atter M an ufacturer(C e ylo n Lim ited both n on -full s d d y s ) , y o w n edsubsidiaries. Name

EXIDE INDUSTRIES LIMITED

25. N O TE TO A C C O U NS (Contd.) S T b. Investm ents in Associates A ccountin Standar 23 - Accountin for investm entin Associate in C onsolidateFinanciaStatements g d g s s d l notified by the C om panies A ccounting S tandard Rules, 2006 has been follow ed bybelow the group as i. A n associate com pany a com pany, beinga subsidiary, w hichE IL holds,directlyor indirectly is not in through subsidiaries, 20% or m ore of the voting power of the investee. ii. The investm ents in associates are accounted for under the E quity Method. iii. T he excess/shortfal cost to the com pan of its investm ent in the associate is disclose in l of y s s d the financial statem ents as goodw ill/capital reserve. iv. The associateconsidere in the financiastatem entis as follows: d l s C oun try of Incorporatio n of V oting P ow er as on % M arch 31, 2011 IN G V ys ya L ife In su ra n ce C o m p a n y L td . India 50 c. S ale are net of price adjustm entfor earlie years settle durin the year by the C om pan and discounts, s s r , d g y trade incentives etc. d. Excise duty includes R s. 18.82 crs. (R s. 8.83 crs.) paid on batteries issued towards warranty claims. e. S tore and S pare consum d is exclusiv of R s. 0.45 crs. (R s. 0.37 crs.) being the am ount allocate s s e e s d to other heads of expenses. f. D im inution, basedon the net worthas per the latestauditedaccounts the relevant of com pany m arket or value,in the valueof certainlong term unquoted/quoted investm ents on the B alance heetdate,being as S tem porary in nature, has not been provided. g. O perating Lease Commitments E IL has paid Rs. 0.62 crs. (R s. 0.49 crs.) tow ard leas of residentiaapartm entsT hes are cancellable s e l . e leases,renewable m utualagreem ent. enerally, by G thereis no escalation clauseand no otherrestrictions im posed by the lease arrangem ents. There sub-leases. are no The futurem inim um leaseam ounts undernon-cancellable operating leasein caseof CB S EA C M L,LAIL , and ES PE X are payable as follow s: R s. in crs. N o t la te r th a n o n e fin a n cia l ye a r L a te r th a n o n e fin a n cia l ye a r b u t n o t la te r th a n five fin a n cia l ye a rs L a te r th a n fiv e fin a n cia l ye a rs h. i. 2 0 1 0 -1 1 1 .0 6 4 .3 5 7 .4 7 2 0 0 9 -1 0 0 .4 9 1 .9 6 7 .0 7 Name

Exceptional item of R s. 46.93 crs. represents gain on transfer of land which w as no longer in use. The follow in asset and liabilitie of E IL in foreig currencie as at the Balanc Shee Date are not hedged: g s s n s e t R s. in crs. S r. N o . (i) (ii) P a rtic u la rs T ra d e R e ce iv a b le T ra d e P a ya b le s 3 1 .3 .2 0 1 1 1 2 .1 6 1 1 3 .6 0 3 1 .3 .2 0 1 0 4 .6 0 9 4 .6 6

j.

E IL a lso h a s a ru p e e sw a p to fu lly h e d ge th e fo re ign cu rre n cy b o rro w in g o f R s. 2 .0 9 crs. (R s. 2 5 .0 0 crs.). M aterial consum d (S chedul 17) include w arrant cost R s. 79.3 crs. (R s. 30.8 crs.) and is net of s e e s y s 2 1 exchang fluctuatio G ai R s. 15.4 crs. (R s. 18.5 crs.) expor incentive R s. 6.63 crs. (R s. 5.10 crs.), e n n 8 2 , t s and purchase tax set-off R s. nil. (Rs. 0.64 Crs.).

EXIDE INDUSTRIES LIMITED

25. N O TE TO A C C O U NT (Contd.) S S k. D etails of Aud itors remuneration 2 0 1 0 -1 1 R s . in c rs 0 .6 0 0 .2 2 0 .0 7 0 .0 8 0 .0 5 1 .0 2 2 0 0 9 -1 0 R s . in c rs 0 .5 8 0 .2 2 0 .0 7 0 .0 3 0 .0 4 0 .9 4

S ta tu to ry A u d it L im ite d R e vie w s T a x A u d it In o th e r ca p a city fo r ce rtifica te s e tc. O u t o f P o cke t E xp e n se s T o ta l l.

D e tail of a m o un p a ya be (w h e d ue) to In v es to E du c a tio & P ro tec tio F u nd are as follows s t l n r n n (Schedule 12): 2 0 1 0 -1 1 R s . in c rs 2 .7 0 2 0 0 9 -1 0 R s . in c rs 2 .0 6

U n cla im e d D ivid e n d

m. i) The break-up of Consolidated D eferred Tax liability of EIL, CA LD Y NE , C M L, C BS E A and LA IL as on 31 M arch 2011 is as follows: 3 1 .0 3 .2 0 1 1 R s . in c rs A . D e fe rre d T a x L ia b ility i) T im in g D iffe re n ce in d e p re cia b le a sse ts ii) E x p e n se s cla im e d a s d e d u ctio n a s p e r In co m e T a x A ct, 1 9 6 1 b u t n o t b o o ke d in cu rre n t ye a r T o ta l B . D e fe rre d T a x A sse ts i) E x p e n se s a llo w a b le a ga in st ta x a b le in co m e In fu tu re ye a rs ii) E x p e n se s d isa llo w e d in e a rlie r a sse ssm e n ts w h ich a re b e in g co n te ste d T o ta l N e t D e fe rre d T a x L ia b ility 7 3 .1 5 1 2 .6 2 8 5 .7 7 3 1 .0 3 .2 0 1 0 R s . in c rs 6 5 .2 9 7 .8 7 7 3 .1 6

3 .7 4 1 1 .1 5 1 4 .8 9 7 0 .8 8

8 .0 8 4 .4 6 1 2 .5 4 6 0 .6 2

ii) The B reak-up of D eferred Tax Asset of A BM L as on 31 M arch follows: as 2011 is 3 1 .0 3 .2 0 1 1 R s . in c rs . A . D e fe rre d T a x L ia b ility o n T im in g D iffe re n ce in d e p re cia b le a sse ts B . D e fe rre d T a x A sse ts o n E x p e n se s a llo w a b le a ga in st ta x a b le in co m e in fu tu re ye a rs N e t D e fe rre d T a x (A s s e t) 0 .3 8 0 .7 7 (0 .3 9 ) 3 1 .0 3 .2 0 1 0 R s . in c rs . 0 .5 8 0 .8 8 (0 .3 0 )

n. T he m ovem ent in P rovisio for P roduc R elate W arranty/G ua ranteeccoun durin the year are s n t d A t g as follows: R s. in crs. B a la n ce a s o n 1 st A p ril 2 0 1 0 A d d : A m o u n t cre a te d d u rin g th e ye a r L e ss : P ro d u ct re la te d w a rra n tie s issu e d fo r th e ye a r E ffe ct o f F o re ig n E x ch a n g e M o ve m e n ts B a la n ce a s o n 3 1 st m a rch 2 0 1 1 2 0 1 0 -2 0 1 1 4 8 .3 6 9 8 .1 4 8 0 .6 2 0 .2 4 6 6 .1 2 2 0 0 9 -2 0 1 0 5 3 .6 1 3 9 .6 4 4 4 .7 7 (0 .1 2 ) 4 8 .3 6

EXIDE INDUSTRIES LIMITED

25. N O TE TO A C C O U NT (Contd.) S S o. D urin the last year EIL had raise R s. 529.9 crore (net by issuin share to Q ualifie Institutiona g , d 1 s ) g s d l Buyers to generate fundsfor its capitalexpenditure, acquisitions for generalcorporate and purposes. ut O of aboveRs. 295.8 crore hav bee use for the state purpos and balanc of Rs. 234.0 crore rem ai 8 s e n d d e e 3 s n tem porarily invested in m utual funds as at 31st M arch, 2011. p. D etails for calculation of basic an d dilu ted earning per share are as under : N e t P ro fit a s p e r P ro fit & L o ss A cco u n t W e igh te d a ve ra g e n u m b e r o f E q u ity S h a re s F a ce V a lu e o f S h a re s B a sic a n d d ilu te d e a rn in g p e r sh a re q. (R s. crs.) (N o .) (R e .) (R s.) 2 0 1 0 -2 0 1 1 6 1 8 .8 2 8 5 ,0 0 ,0 0 ,0 0 0 1 .0 0 7 .2 8 2 0 0 9 -2 0 1 0 4 9 3 .5 2 8 0 ,2 7 ,3 9 ,8 0 6 1 .0 0 6 .1 5

B U S IN E SS SEGMENT T he group busines is organize in two prim ar busines segm entsLead A cid S torag B atteriesand s s d y s , e S ola Lanter & H om elightsLead A cid S torag batterie being the only reportabl segm entsegment r n . e s e , inform ation for the group is as under: R s. incrs B u s in e s s s e g m e n t L e a d a c id O th e rs S to ra g e B a tte rie s U n a llo c a te d C o n s o lid a te d T o ta l

2 0 1 0 -1 1 2 0 0 9 -1 02 0 1 0 -1 1 0 0 9 -1 0 0 1 0 -2 0 1 1 0 0 9 -1 0 2 0 1 0 -1 1 2 0 0 9 -1 0 2 2 2 REVENUE External S ales (N et) and Otherincome 4,801.00 3,975.02 20.36 RESULT P rofit before Interest, Depreciation, Incom e T ax 1,010.65 984.93 0.52 & E xceptional item Depreciation 89.55 87.49 0.04 Exceptional Item 46.93 Interest expense Interest Income Incom etaxes Net profit after tax and before m inority interest and share of loss of Associate Company O TH E R IN FO R M A TIO N Total S egm ent assets 3,556.78 2,917.69 8.04 Total S egm ent liabilities 1,011.80 796.20 2.37 Capitalexpenditure 307.58 135.30

12.02

4,821.363,987.03

0.43 0.04

1,011.17 985.36 89.59 87.53 46.93 11.68 16.78 0.42 0.68 297.73 300.85 659.52 580.88

11.68 16.78 0.42 0.68 297.73 300.85

6.79 1.02

3,564.822,924.48 103.63 174.13 1,117.80 971.35 307.58 135.30

G E O G R AP H IC AL SEGMENTS E IL and its subsidiarie prim aril operat in Indi and thereforethe analysi of geographica s y e a , s l segm ent s is dem arcated into its Indian and O verseas operations as under: R evenu e G ross S ales 2 0 1 0 -2 0 1 1 R s . in c rs . 5 ,4 7 5 .8 3 2 9 8 .2 7 2 0 0 9 -2 0 1 0 R s . in c rs . 4 ,4 6 6 .8 4 2 6 2 .8 2

In d ia O ve rse a s

25. N O TE TO A C C O U NT (Contd.) S S A sset and addition to tangibl and intangibl fixed asset by geographica s s e e s l area : The follow in tabl g e showsthe carrying am ount of segm ent assets and additions by geographical area in w hich assets are located: C arrying am ount of segm ent assets 31.3.2011 31.3.2010 2558.71 1928.30 144.40 119.09 2703.11 2047.39 A ddition to fixed assets and intangible assets 2010-2011 2009-2010 306.41 134.13 1.17 1.17 307.58 135.30

India Overseas r.

In addition to the detail furnishe in S chedul 7, the follow in investm ent in M utua fund units s s d e g s l s w erepurchased and sold during the year by EIL: N am e of the fund R eliance M utual Fund H D FC M utual Fund IN G V ysya M utual Fund ID FC M utual Fund IC IC I P rudential M utual Fund K otak Liquid Plus C an R ebeco M utual Fund Tata M utual Fund B harti Axa M utual Fund S BI M utual Fund B irla M utual Fund D S P M utual Fund Tem pleton M utual Fund U TI M utual Fund LIC M utual Fund ID B I M utual Fund U nitsPurchased 1,00,788.70 (4,50,592.26) 12,14,17,136.68 (5,00,02,584.50) 80,91,77,130.90 (21,00,88,401.17) 3,70,37,768.77 (1,40,30,895.74) (28,46,775.33) 9,21,84,189.97 (99,94,859.04) 80,94,382.33 (40,60,529.66) (34,971,817.45) (50,039.49) 4,09,16,791.74 (50,01,846.16) 3,62,35,969.83 (2,50,68,502.31) 6,30,033.63 (49,994.28) 9,93,72,064.76 () 1,00,356.69 () 1,00,43,351.86 () 52,05,894.52 () U nitsSold 1,00,788.70 (4,50,592.26) 12,14,17,136.68 (5,00,02,584.50) 80,91,77,130.90 (21,00,88,401.17) 3,70,37,768.77 (1,40,30,895.74) (28,46,775.33) 9,21,84,189.97 (99,94,859.04) 80,94,382.33 (40,60,529.66) (34,971,817.45) (50,039.49) 4,09,16,791.74 (50,01,846.16) 3,62,35,969.83 (2,50,68,502.31) 6,30,033.63 (49,994.28) 9,93,72,064.76 () 1,00,356.69 () 1,00,43,351.86 () 52,05,894.52 ()

s. O the incom in S chedul 15 include R s. 20.6 crore bein gain arisin on accoun of prem atur paym ent r e e s 5 s g g t e of deferre sale tax loan in terms of N et P resen V alu (N P V S chem of the G overnm enof T am ilnadu. d s t e ) e t E IL has beengrantedthe abovein term sof orderno. 743/2011/A dated29thM arch,2011issuedby Joint 8

Com m issioner (CT), C hennai (E ast) Division.

25. N O TE TO A C C O U NT (Contd.) S S t. G ratuity com pensated absences and other post-em plo ym ent ben efit plans E IL has a define benefi gratuit plan. E ver em ploye w ho has com plete five year or m or of d t y y e d s e serviceis entitled to G ratuity on term s not less favorable than the provisions of the P aym ent of G ratuity A ct, 1972. The schem e is funded w ith an insurance company. E IL provide certai P ost-R etirem en edicabenefit (PR M B to the em ployee qualifyin for such benefits s n tM l s ) s g unde the schem as at 31s M arc 2006 and accordinglthe num be of beneficiarieis froze on that date. r e t h , y r s n T hese benefits are unfunded. E IL has a pensionplan, a part of the liabilitywhereofupto 31st M arch 2003, is in nature of a defined benefitplan. F rom 1 A pri 2003 onw ard the pensio liabilit rem ain as a define contributio liabilit l s n y s d n y w hic is funded annually w ith an insurance h company. E IL also exten d be ne fi of c om pe ns ate abse nc s to the em p loyee,sw hereb th ey are e ligibl to s t d e y e c arr fo rw ar their e ntitlem en of earn e leave for en cashm enupon reire m e nt/s ep aratioT his is y d t d t . n a n unfunded plan. T he follow in table sum m arie the com ponent of net benefi expens recognize in the profi and loss g s s s t e d t a ccoun a nd the fu nde statu a nd am o uns rec ognize in the balan c sh ee for the respective t d s t d e t plans. Rs. in Crs. Rs. in Crs.

F o r h ey e a er n d e3d1 sM a r c2h0 1 1 F o r h ey e a er n d e3d1 sM a r c2h0 1 0 t t t t G R A T U I TP YE N S I O P R M B G R A T U I T Y N S I O NP R M B N PE P l a nB e n e f i t ) ( P l a nB e n e f i t ) ( I. E x p e n s e s r e c o g nt hsee d ta t e mo e n tr o f it in i S fP & L o sAsc c o u n t 1 . C u r re nP a sS e r v ic e C o s t t/ t 2 . In te re C to s t s 3 . E x p e c te d R e tu rn o n p la n a s s e ts 4 . A c t u a r ia l ( G a in s ) /L o s s e s 5 . T o taEl x p e n s e II. N e t s s e t /( L ia b ilit y ) r e c o g n is e d A in t h e B a la n c e e t She 1 . P r e s e n t V a lu e finf e d B eO e fit a t io n De o n b lig 2 . F a ir V a lu P la fn A s s e ts e o 3 . N e t A s s e t /( L ia b ility ) III. C h a n g eO b li g a t iou r i ntg e y e a r in dn h 1 . P r e s e n t V a lu e finf e d B eO e fit a t io n De o n b lig a tth e b e g in n in ge oyf e a r th 2 . C u r re n t S e r v ic ePC ons tA /m e n d m e n ts la 3 . In te re C to s t s 4 . B e n e fitsa id P 5 . A c t u a r ia l ( G a in s ) /L o s s e s 6 . P r e s e n t V a lu e finf e d B eO e fit a t io n De o n b lig a tth e e n d th e y e a r of IV . C h a n g et h e F aVira lu o fP l a n s s e t s in e A d u r intg e y e a r h 1 . P la n a s s e ts ea tb e g in n in ge oyf e a r th th 2 . E x p e c te d r e t u r n o n p la n a s s e t s 3 . C o n tr ib u tio n b y e m p lo y e r 4 . A c t u a l B e n P aits e f id 5 . A c t u a r ia l ( G a in s ) /L o s s e s 6 . P la n a s s e ts ea te n d th e y e a r th of 7 . A c t u a l r e tu r n o n P la n A s s e ts 6 .4 8 2 .6 1 3 .1 4 6 .6 8 1 2 .6 3 0 .6 2 0 .9 4 (0 .6 7 ) ( 0 .9 9 ) 0 .0 7 0 .2 3 0 .2 9 0 .5 9 2 .0 2 1 .8 3 2 .5 2 6 .5 5 7 .8 8 0 .0 6 0 .1 6 0 .5 3 0 .7 5

0 .5 9 0 .9 7 0 .0 9 (0 .2 9 )

4 8 .0 5 4 5 .2 8 (2 .7 7 )

7 .1 7 9 .5 1 2 .3 4

3 .5 9 ( 3 .5 9 )

3 7 .5 4 3 6 .6 6 ( 0 .8 8 )

9 .5 9 3 .1 1 1 3 .0 1 3 .4 2 ( 3 .1 1 )

3 7 .5 4 6 .4 8 2 .6 1 5 .5 2 6 .9 6 4 8 .0 7

9 .5 9 0 .6 2 2 .4 6 (0 .5 8 ) 7 .1 7

3 .1 1 0 .0 7 0 .2 3 0 .1 1 0 .2 9 3 .5 9

2 9 .5 1 2 .0 2 1 .8 3 2 .8 7 7 .0 5 3 7 .5 4

9 .4 2

2 .4 7 0 .0 6 0 .5 9 0 .1 6 0 .8 4 0 .1 1 0 .4 2 0 .5 3 9 .5 9 3 .1 1

3 6 .6 6 3 .1 4 1 0 .7 0 5 .5 2 0 .3 0 4 5 .2 8 3 .4 2

1 3 .0 1 0 .9 4 (2 .0 7 ) 2 .4 6 0 .0 9 9 .5 1 1 .0 3

0 .1 1 0 .1 1

2 9 .5 0 2 .5 2 7 .0 1 2 .8 7 0 .5 0 3 6 .6 6 3 .0 2

1 2 .5 3 0 .9 7 0 .0 2 0 .8 4 0 .3 3 1 3 .0 1 1 .3 0

0 .1 1 0 .1 1

24. N O TE TO A C C O U NT (Contd.) S S V. In 2011-12 EIL expects to contribute R s 5.00 crs to gratuity and R s Pension. to 1.00 crs VI. The m ajo r categories of plan assets as a p ercen tage of the fair value of total plan assets Investm ents w ith insurer 100% 100% 100% 100% VII. Actuarial Assumptions 1 . D is c o u n t R a te EIL CML Caldyne 8 .0 0 % p .a .8 .2 5 % p .a . 8 .3 5 % p .a . (7 .5 0 % ) (8 .2 5 % ) (8 .0 0 % ) 8 .3 5 % p .a . (8 .5 0 % ) Leadage 8 .2 0 % p .a . (7 .0 0 % )

2 . E x p e c te d ra te o f re tu rn o n p la n a s s e ts 9 .0 0 % p .a . (8 .0 0 % ) 3 . M o rta lity p re re tire m e n t

S ta n d a rd T a b le S ta n d a rd T a b le L IC (1 9 9 4 -9 6 ) L IC (1 9 9 4 -9 6 ) U ltim a te U ltim a te 4 . M o rta lity p o s t re tire m e n t M o rta lity fo r a n n u ita n ts L IC (1 9 9 6 -9 8 ) U ltim a te 5 . E m p lo y e e T u rn o v e r R a te 1 0 .0 0 % 2 .0 0 % (1 0 .0 0 % ) (2 .0 0 % ) VIII. H ealthcare cost trend rates have no effect on the am ounts recognised in the profit and loss account, since the benefit is in the form of a fixed am ount as per the various grades, w hich is not subject to change. IX. The estim ates of future salary increases considered in actuarial valuation, take account of inflation, seniority, prom otion and other relevant factors, such as supply and dem and in the em ploym ent market. X. Contributioto P rovidenand O the Fund include R s. 13.6 crs (Rs. 12.5 crs) paid toward Define C ontributioPlans. n t r s s 0 1 s d n XI. The abov disclosureare m ad for all the India com paniewithi the G roup. e s e n s n R s inCrs. A m ount for the current and previous Year ended Year ended Year endedYear ended Year ended four periods are as follow s : M arch11 M arch 10 M arch09 M arch08 M arch 07 G ra tu ity D e fin e d B e n e fit O b lig a tio n 4 7 .3 0 3 7 .1 2 2 9 .2 4 2 3 .4 9 2 2 .8 2 P la n A s s e ts 4 4 .9 1 3 6 .5 2 2 9 .3 6 2 4 .3 7 2 3 .2 0 S u rp lu s / (d e fic it) (2 .3 9 ) (0 .6 0 ) 0 .1 2 0 .8 8 0 .3 8 E xp erie n c a in /(lo ) a d ju s tm esnon p lan lia b ilitie s eG ss t (2 .8 7 ) (1 1 .1 5 ) (0 .5 7 ) 0 .6 6 2 .4 4 E x p e rie n c e G a in /(lo s s ) a d ju s tm n ts o n p la n a s0s.3 ts e0 0 .4 9 0 .1 7 0 .2 2 0 .1 0 P e n s io n D e fin e d B e n e fit O b lig a tio n P la n A s s e ts S u rp lu s / (d e fic it) E xp erie n c a in /(lo ) a d ju s tm esnon p lan lia b ilitie s eG ss t E x p e rie n c e G a in /(lo s s ) a d ju s tm e n ts o n p la n P o s t R e tire m e n t M e d ic a l B e n e fit D e fin e d B e n e fit O b lig a tio n E xp erie n c a in /(lo ) a d ju s tm esnon p lan lia b ilitie s eG ss t 7 .1 7 9 .5 1 2 .3 4 0 .6 1 a 0 .0e9ts ss 3 .5 9 (0 .5 5 ) 9 .5 9 1 3 .0 1 3 .4 2 (0 .0 3 ) 0 .3 3 3 .1 1 (0 .7 5 ) 9 .4 2 1 2 .5 3 3 .1 1 (0 .3 9 ) 0 .2 0 2 .4 7 (0 .0 1 ) 8 .6 7 1 2 .3 5 3 .6 8 (2 .4 3 ) 0 .1 4 2 .1 1 0 .0 5 1 1 .9 1 1 4 .5 3 2 .6 2 (2 .9 2 ) 0 .2 2 2 .1 5 (0 .7 0 )

25. N O TE TO A C C O U NS (C ontd.) S T u. R elated P arty D isclosure: i) P articulars of related parties : 1. Associated Companies : IN G V YS YA Life Insurance C om pany Lim ited (IVL) 2. E nterprise/Individuals having a direct : C hloride E astern Lim ited, (CEL) UK. or indirect control over Company C hloride E astern industries P te Lim ited, Singapore (C E IL) the LIE C H oldings S Switzerland A, M r. S B R aheja B row n & Com pany P LC 3. K ey M anagem ent Personnel : M r. T VRamanathan M r. G C hatterjee M r. P K Kataky D r. S K M ittal (upto 30 A pril, 2010) M r. A KMukherjee M r. Nadeem K azim M r. S upriya Coom er M r. Chng Hee Teck (upto 30 S eptem ber, 2010) M r. S am yajit Chaudhury M r. R M D B andara M r. T. W . A tkins M r. P artha S en (upto 31 O ctober, 2010) M r. Raja Choudhury (w ef 1 N ovem ber, 2010) M r. T. A runkum ar (upto 18 A ugust, 2010) M r. A . B. O ke M r. P ulak P ram anik (w ef 1 M ay, 2010) M r. E Narayanan (upto 18 A ugust, 2010) 5. Nam e of the Companies/firms/ : G lobal Lead alloys in w hich D irectors/KManagement K levenberg (Pvt) ey Limited P ersonnel have significant influence B row ns G roup Industries Lim ited with whom transactionhav happened S M Vaieram s e during the year ii) D etails of transactions entered into w ith the related parties:
E n te r p r is e /In d iv id u a ls K e y C o m p a n ie s /fir m s in w h ic h A s s o c ia te d C o m p a n ie sh a v in g d ir e c t o r in d irM c tn a g e m e n t ir e c to r s /th e ir r e la tiv e s a r e ea d c o n tr o l P e rs o n n e l in te r e s t e d

(R s. inCrs)
T o ta l

B a la n c e B a la n c e B a la n c e B a la n c e T r a n s a c t io nu t s t a n d a sg T r a n s a c t ioO u t s t a n d a s g T r a n s a c t io n r a n s a c t io O u t s t a n d a sg T r a n s a c t ioO u t s t a n d a sg O in n in T n in n in V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e V a lu e o n3 1 - 0 3 .2 0 1 1 V a lu e o n3 1 - 0 3 - 2 0 1 1 P u r c h a so fs o o d s eg G lo b a le a d a llo y s L B ro w & c o m p a P y C n nL 0 .7 3 (0 .6 1 ) 6 7 .2 3 (5 7 .7 0 ) 0 .4 3 (0 .8 0 ) 1 0 .4 7 (1 0 .6 3 ) 0 .1 1 (1 .3 1 ) 4 .7 2 (3 .3 4 ) 2 1 .3 7 (1 2 .2 1 ) 0 .0 4 (0 .2 5 ) (0 .0 1 ) 0 .4 4 (0 .4 3 ) 4 .5 5 (3 .5 6 ) 0 .1 1 (1 .3 1 ) 0 .7 3 (0 .6 1 ) 4 .7 2 (3 .3 4 ) 6 7 .2 3 (5 7 .7 0 ) 2 1 .3 7 (1 2 .2 1 ) 0 .0 4 (0 .2 5 ) (0 .0 1 ) 0 .4 3 (0 .8 0 ) 0 .4 4 (0 .4 3 ) 1 0 .4 7 (1 0 .6 3 ) 4 .5 5 (3 .5 6 )

B ro w n s G ro u p In d u s trie s L im ite d S a le fg o o d s o B ro w & c o m p a P y C n nL K le v e n b e rg (P v t) L im ite d J o b W ocrk a rg e sa id h P G lo b a l L eAallo y s d

25. N O TE TO A C C O U NT (Contd.) S S ii) D etails of transactions entered into w ith the related parties: (R s. in Crores.)
T o ta l

E n te r p r is e /In d iv id u a ls K e y C o m p a n ie s /fir m s in w h ic h A s s o c ia te d C o m p a n ie sh a v in g d ir e c t o r in d irM c tn a g e m e n t ir e c to r s /th e ir r e la tiv e s a r e ea d c o n tr o l P e rs o n n e l in te r e s te d

B a la n c e B a la n c e B a la n c e B a la n c e T r a n s a c t io nu t s t a n d a s g T r a n s a c t ioO u t s t a n d a sg T r a n s a c t io n r a n s a c t io O u t s t a n d a sg T r a n s a c t ioO u t s t a n d a sg O in n in T n in n in V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e o n3 1 - 0 3 - 2 0 1 1 V a lu e V a lu e o n3 1 - 0 3 .2 0 1 1 V a lu e o n3 1 - 0 3 - 2 0 1 1 T r a n s p o r ta C h n rg e sa id tio a P S M V a ie ra m In te re s t P a id C E IL T e c h n ic a l A s s is ta n c e E x p e n s e s C E IL T ra d e M a rkp e n s e s Ex C E IL E m p lo y e e W e lfa re E x p e n s e s IV L R ig h ts Is s u e o f S h a re s IV L R e n ta l In c o m e C E IL R e m u n e r a tio n to D ire c to rs ( R e fenro te o II fS c h e d u2le ) n o 5 to O th e rs T o ta l 0 .4 5 (0 .3 6 ) 1 1 8 .7 0 (9 3 .7 4 ) 0 .0 1 0 .0 5 (0 .0 8 ) 0 .0 4 (0 .0 2 ) 0 .0 4 (0 .0 4 ) (0 .0 4 ) 6 .3 8 (1 0 .0 2 ) 2 .1 9 (1 .6 8 ) 8 .5 7 (1 1 .7 0 ) 0 .0 3 (0 .0 4 ) 0 .0 3 (0 .0 4 ) 0 .0 1 0 .0 5 (0 .0 8 ) 0 .0 4 (0 .0 2 ) 0 .4 5 (0 .3 6 ) 1 1 8 .7 0 (9 3 .7 4 ) 0 .0 4 (0 .0 4 ) 6 .3 8 (1 0 .0 2 ) 2 .1 9 (1 .6 8 ) 8 .5 7 (1 1 .7 0 ) (0 .0 4 ) 1 .7 5 (3 .3 1 ) 1 .7 5 (3 .3 1 )

IV. SIGNIFICANT ACCOUNTING POLICIES a. Basis of Accounting The consolidated accounts have been prepared under the Historical Cost Convention modified by revaluation of fixed assets in accordance with the applicable accounting standards in India, except for the foreign subsidiaries CBSEA, ESPEX and ABML whose accounts have been prepared under Singapore Financial Reporting Standards, Financial Reporting Standards for smaller entities, UK, and Sri Lanka Accounting Standards respectively, but suitably modified to conform to the uniform accounting policies, except where disclosed otherwise. For recognition of Income and expenses, Mercantile System of Accounting is followed. The accounting policies have been consistently applied by the Company. b. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon managements best knowledge of current events and actions, actual results could differ from these estimates. c. Revenue Recognition Revenue from sale of goods including manufactured products is recognized upon passage of title to the customers which generally coincides with delivery. Customs Duty benefits in the form of advance license entitlements are recognised on export of goods, and are set off from material costs.

24. N O TE TO A C C O U NT (Contd.) S S Interest Revenue is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. Dividend Revenue is recognized when the shareholders right to receive payment is established by the balance sheet date. d. Fixed Assets Fixed Assets are stated at cost (or revalued amounts, as the case may be) less accumulated depreciation and impairment losses, if any. Cost comprises of Purchase price inclusive of duties (net of Cenvat), taxes, incidental expenses, erection/commissioning expenses etc. upto the date the asset is ready for its intended use. In case of revaluation of fixed assets, the original cost as written up by the valuer, is considered in the accounts and the differential amount is transferred to revaluation reserve. The carrying amounts of assets are reviewed at each balance sheet date to determine if there is any indication of impairment based on external / internal factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount which represents the greater of the net selling price of assets and their Value in use. The estimated future cash flows are discounted to their present value at the weighted average cost of capital. e. Investments Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as Long-Term investments. Current Quoted Investments are stated at lower of cost or market rate on individual investment basis. Unquoted and Long Term Investments are considered at cost, except when there is a decline, other than temporary in value thereof, in which case adequate provision is made for diminution in the value of Investments. Investments in foreign companies are carried at exchange rates prevailing on the date of their acquisition. f. Depreciation i. The classification of plant & machinery into continuous and non-continuous process is done as per technical certification and depreciation thereon is provided accordingly. ii. a. Depreciation is provided on straight line method at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956 except for certain assets of EIL and the entire assets of foreign subsidiaries (CBSEA, ESPEX and ABML), where depreciation is provided with reference to the useful economic lives of the respective assets. Further, in respect of certain assets at EIL whose residual economic life, as determined by the approved valuer, is less than the residual life as per the books, depreciation is provided at the adjusted higher rates so that the value thereof is written off over the economic life determined by the valuer. Based upon their respective useful economic life, depreciation on the following assets is provided at a rate higher than those specified in schedule-XIV of the Companies Act 1956: a) Class of assets Useful economic Life Rate of Depreciation Air conditioners, Refrigerators, Washing Machines, Water Coolers, Televisions (included in Furniture & Fittings) 6 15.83% Motor Vehicles 6 15.83% Computer Hardware 4 24.50% Weighing Scales, & Transformers 15 6.53% Pallet Trucks 10 9.80%

25. N O TE TO A C C O U NT (Contd.) S S b) At ABML, the useful life of the assets is estimated as follows: Building 30 years Plant & machinery 10 years Motor Vehicles 04 years Furniture, Fittings, Office Equipment and Tools & Moulds 05 years c) At CBSEA, the useful life of the assets is estimated as follows: Plant & Machinery 10 years Motor Vehicles 05 years Furniture, Fittings, Office Equipment 03 to 10 years d) The Company has estimated the residual value of Plant & Machinery, moulds and computer to be 2% of the cost as against 5% specified in Section 205 (2)(c) of the Companies Act, 1956. Accordingly, 98% of the value of fixed assets is being depreciated in the accounts. e) Acquired Goodwill and Softwares are amortised over a period of five years. However, the amount of goodwill arising on consolidation is tested for impairment at each yearend. iii. Depreciation includes amount written off in respect of leasehold properties over the respective lease period. iv. Depreciation on fixed assets added/disposed off during the year is provided on pro-rata basis with reference to the month of addition/disposal. v. In case of impairment, if any, depreciation is provided on the revised carrying amount of the assets over its remaining useful life. g. Intangible Assets Research & Development Costs Research Costs are expensed as incurred. Development expenditure incurred on an individual project is carried forward when its future recoverability can reasonably be regarded as assured. Any expenditure carried forward is amortised over the period of expected future sales from the related project, not exceeding ten years. The carrying value of Development Costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable. Acquired computer software and licenses are capitalised on the basis of costs incurred to bring the specific intangibles to its intented use. These cost are amortized on a straight-line basis over their estimated useful life of five years. h. Expenditure on new projects and substantial expansion Expenditure directly relating to construction activity are capitalised. Indirect expenditure incurred during construction period are capitalised as part of the indirect construction cost to the extent to which the expenditure are indirectly related to construction or are incidental thereto. Other indirect expenditure (including borrowing costs) incurred during the construction period which are not related to the construction activity nor are incidental thereto, are charged to the Profit and Loss Account. Income earned during construction period, if any, is deducted from the total of the indirect expenditure. All direct capital expenditure on expansion are capitalised. As regards indirect expenditure on expansion, only that portion is capitalised which represents the marginal increase in such expenditure involved as a result of capital expansion. Both direct and indirect expenditure are capitalised only if they increase the value of the asset beyond its original standard of performance.

i. Borrowing Costs Borrowing Costs attributable to the acquisition and/or construction of qualifying assets are capitalized as a part of the cost of such assets, upto the date when such assets are ready for their intended use. Other borrowing costs are charged to Profit & Loss Account.

25. N O T E TO A C C O U NS (C ontd.) S T j. Leases i. Finance lease: a) Assets given under a finance lease are recognized as receivables at an amount equal to the net investment in the lease. Lease rentals are apportioned between principal and interest as per the IRR method. The principal amount received reduces the net investment in the lease and interest is recognized as revenue. Initial direct costs such as legal charges, brokerage etc are recognized immediately in the Profit & Loss Account. b) Assets acquired under finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased items, are capitalized at the lower of the fair value and present value of the minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Leased assets capitalized are depreciated over the shorter of the estimated useful life of the asset or the lease term. ii. Operating leases: a) Assets acquired under Operating Leases represents assets where the lessor effectively retains substantially all the risks and benefits of their ownership. Operating lease payments are recognized as an expense in the Profit and Loss account on a straight-line basis over the lease term. b) Assets given under operating leases are included in fixed assets. Lease income is recognized in the Profit and Loss Account on a straight-line basis over the lease term. Costs, including depreciation are recognized as an expense in the Profit and Loss Account. k. Foreign Currency Transactions (i) Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. (ii) Conversion Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. Exchange Differences Exchange differences arising on the settlement/conversion of monetary items, are recognised as income or as expenses in the year in which they arise.

(iii)

(iv) Forward Exchange Contracts The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognised as income or as expense for the year. (v) Translation of Non-Integral Foreign Currency Operations The translation of the financial statements of a non-integral foreign operation results in the recognition of exchange differences arising from (a) translating income and expense items at the exchange rates at the dates of transactions and assets and liabilities at the closing rate (b) translating the opening net investment in the non-integral foreign operation at an exchange rate different from that at which it was previously valued. All resulting exchange differences are accumulated in a foreign currency translation reserve until the disposal of the net investment.

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25. N O TE TO A C C O U NT (Contd.) S S l. Product Related Warranty / Guarantee Claims Provision for product related warranty / guarantee costs is based on the claims received upto the year end as well as the management estimates of further liability to be incurred in this regard during the warranty period, computed on the basis of past trend of such claims. m. Trade & Other Payables Trade and other payables are recognized at historical costs. At CBSEA and ABML, Long Term Trade and other payables including the amounts payable to related Companies are initially recognized at fair values and subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the profit & loss account when the liabilities are derecognized as well as through the amortisation process. n. Earning Per Share Earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. o. Inventories i) Raw materials, components, stores and spares are valued at Lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is determined on a weighted average basis. ii) Work-in-progress and finished goods are valued at Lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of finished goods includes excise duty. Cost is determined on a weighted average basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and to make the sale. p. Excise Duty Excise Duty is accounted for at the point of manufacture of goods and accordingly, is considered for valuation of finished goods stock lying in the factories as on the balance sheet date. q. Retirement and other Employee Benefits i) Retirement benefit in the form of Provident Fund is a defined contribution scheme and the contributions are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due. There are no obligations other than the contribution payable to the respective trusts. CBSEA participates in the national pension schemes as defined by the laws of Singapore and makes contributions to the Central Provident fund scheme in Singapore. ii) At EIL, gratuity liability and Post employment Medical Benefit liability are defined benefit obligations and are provided for on the basis of an actuarial valuation made at the end of each financial year. At ABML, in order to meet the Gratuity liability, a provision is carried forward in the balance sheet, equivalent to an amount calculated based on the half months salary of the last month of the financial year of all employees for each completed year of service, commencing from the first year of service. The gratuity liability is neither funded nor actuarially valued. For Caldyne, CIL and Chloride Metals, Gratuity liability is accounted for on the basis of annual premium determined by the insurance company. iii) Long term compensated absences are provided for based on an actuarial valuation made at the end of each financial year, while Short term compensated absences are provided for based on management estimates. iv) Payments made under the Voluntary Retirement Scheme are charged to the Profit and Loss account. v) Pension liability is split into a defined benefit portion and a defined contribution portion as

86

indicated in note no. III (s) above. The contributions towards defined contribution are charged to the Profit and Loss account of the year when the contribution becomes due. The Defined benefit portion is provided for on the basis of an actuarial valuation made at the end of each financial year.

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25. N O TE TO A C C O U NT (Contd.) S S r. Segment Reporting The Companys operating business are organized and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the areas in which customers of the Company are located. s. Taxation Tax expenses comprises of current and deferred tax charge or release. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Laws as applicable. In case of foreign subsidiaries/associates the tax liability is provided as per the Income Tax Laws prevailing in the respective countries. Deferred income taxes reflect the impact of current year timing difference between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. However, in case of foreign subsidiaries/associates, Deferred Income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes down the carrying amount of the deferred tax assets to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonable certain or virtually certain, as the case may be, that sufficient future taxable income will be available and in case of foreign entities, if it is probable that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred Tax Assets and Liabilities across various countries of operations are not set-off against each other as EIL does not have a legal right to do so. t. Provision A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions made in terms of Accounting Standard 29, and the relevant pronouncements in case of the foreign subsidiaries, are not discounted to its present value and are determined based on the management estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates. At CBSEA, if the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to passage of time is recognized as finance costs. u. Contingent Liabilities No provision is made for liabilities, which are contingent in nature, but if material, these are disclosed by way of notes. V. Figures in brackets relate to previous year and the same have been regrouped / rearranged where necessary. Signatures to Schedules 1 to 25 In terms of our attached report of even date. S. R. BATLIBOI & CO. Firm Registration Number: 301003E Chartered Accountants Members 54968 Per Sanjoy K. Gupta hip No. Partner Mumbai, 27 April,

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2011 S. Coomer Secretary R. G. Kapadia T. V. Ramanathan A. K. Mukherjee Directors

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INFORMATION REGARDING SUBSIDIARY COMPANIES

(Rs. In Crores) Issue d a n d S u bscrib e d S ha re N a m e o f th e C a p ita l T ota l S u b s id ia ry R e serv e s A sse ts C ald yn e A u tom atics Ltd. 1 .98 5 .02 2 0 .53 Investments T o tal Liab ilitie s 1 3.5 3 Lo n g T erm C u rre n t T ota l P ro fit/ P ro fit/ (L oss) P ro visio n (L o ss) be fo re for a fter In te rim P ro p os e d T urn ove r T axatio n T axation T axatio n D iv ide n d D iv ide n d 4 4 .2 2 2 .3 3 0 .79 1 .5 4 0 .79

C hlo rid e M eta ls 5 .34 Ltd . (F o rm e rly T an d o n M eta ls Ltd .) L ea d a ge A llo ys 4 .68 Ind ia L td. C h lo ride 0 .45 In te rn a tio n al L td . C h lo rid e B atte rie s 4.5 1 3 S .E . A sia P te. Ltd .* A s s oc iate d 2 .53 B a tte ry M an u fa c turers (C e ylo n ) L td. @ E s p e x B a tte rie s 1 .44 Ltd . #

14 .6 0

7 9 .04

5 9.1 0

3 8 1 .49

1 9.7 9

6 .62

1 3 .17

13 .3 7

5 .35

29 .2 9 5 .22 9 .62

2 7 9.0 6 8 .0 4 6 9 .67

2 45 .0 9 2 .3 7 2 5.5 4

**

**

7 4 4 .94 2 0 .7 2 1 0 5 .85

3 2.5 7 0 .4 6 4 .5 4

11 .2 0 0 .20 0 .83

2 1 .37 0 .2 6 3 .7 1

35 .1 0 0 .23

4 .68

16 .5 1

3 8 .29

1 9.2 5

0.4 6

0 .46

8 0 .7 5

8 .5 5

3 .78

4 .7 7

2 .46

1 .45

2 5 .14

2 2.2 5

4 4 .1 4

1 .4 4

0 .31

1 .1 3

0 .21

* Converted into Indian Rupees at the Exchange Rate, 1 Singapore Dollar = Rs 35.45 as on 31st March, 2011 @ Converted into Indian Rupees at the Exchange Rate, 1 Srilankan Rupees = Re 0.40 as on 31st March, 2011 # Converted into Indian Rupees at the Exchange Rate, 1 Great Britain Pound = Rs 71.93 as on 31st March, 2011 ** Figures being less than Rs 50,000 in each case, have not been disclosed.