Dear Members,
 
 The Directors have pleasure in presenting their report together with
 the audited accounts for the financial year ended March 31, 2011.
 
 Financial highlights
 
                                                     (Rs million)
 
 Parameters / Year                            2010-11        2009-10
 
 Gross sales                                   20,765         16,904
 
 Net sales                                     17,611         14,645 
 Profit before depreciation,
 
 interest and tax (PBDIT)                       2,588          2,965
 
 Profit before interest and tax (PBIT)          2,171          2,536
 
 Profit before tax (PBT)                        2,210          2,546
 
 Profit after tax (PAT)                         1,481          1,670
 
 Surplus brought forward                        3,786          2,573
 
 Amount available for appropriation             5,267          4,243 
 Appropriations:
 
 Transfer to General Reserve                      148            167 
 Dividend on equity capital:
 
 Special dividend                                 171              -
 
 Proposed dividend                                222            248
 
 Dividend tax                                      65             42
 
 Surplus carried to balance sheet               4,661          3,786
 
 
 Performance overview
 
 The Company recorded gross sales of Rs20,765 million in 2010-11, a 23%
 growth over the previous fiscal year. The net sales for the year ended
 March 31, 2011 was at Rs17,611 million as against Rs14,645 million for
 the financial year 2010, an increase of 20%. The export sales improved
 from Rs522 million to Rs834 million – 60% growth.
 
 The operating profit (earnings before interest, depreciation, tax and
 amortisation - EBIDTA) for the year stood at Rs2,588 million (previous
 year Rs2,965 million) representing 14.69% of net sales against 20.24% 
 in financial year 2009-10. The lower profit was primarily on account 
 of significant drop in price realisations in the telecom sector, 
 despite good volume growth.
 
 The Profit Before Tax (PBT) and Profit After Tax (PAT) for the
 financial year ended March 31, 2011 was at Rs2,210 million and Rs1,481
 million as against Rs2,546 million and Rs1,670 million of the previous
 financial year respectively.
 
 The average LME lead price was at USD 2,245/MT for the year 2010-11 as
 compared with USD 1,985/MT for the year 2009-10.
 
 Industrial battery business
 
 The Company''s industrial battery unit registered a 20% volume growth
 during the year, amidst highly competitive market conditions. The
 Company touched the first ever one billion ampere hour (Ah) volume mark
 in 2010-11 and emerged as the market leader in both telecom and UPS
 businesses with 42% and 32% market share respectively.
 
 Slowdown in network expansion and sharing of tower infrastructure
 reduced the market potential in telecom. This presented significant
 challenges both in volume and in price realisations. The Company was
 able to partially minimise this impact by continuing to increase its
 market share in the telecom sector by virtue of its ‘preferred supplier
 status’ with all the major telecom customers, backed by product
 performance of its leading brand PowerStack® and service. The Company
 benefited from the growing demand for its QuantaTM batteries in the UPS
 sector, resulting in substantial growth in sales volume during the
 financial year 2010-11. While the price erosion in telecom segment
 impacted revenues and margins significantly, favourable overall
 business mix aided by higher share of UPS battery volume and aggressive
 cost management strategies helped the Company achieve better than
 planned margins.
 
 During the year, the Company introduced Amaron VoltTM Hi-Life range of
 premium batteries for critical application requirements in telecom
 networks, renewable energy sector and power control business. The
 Company expanded its footprint in African countries by partnering with
 Bharti Airtel, Africa for supplying its products to power their African
 telecom network.
 
 Automotive battery business
 
 The Company''s automotive battery unit sales volume grew by 20% and 58%
 in four- wheeler and two-wheeler batteries respectively, over the
 previous financial year. Consequent to the significant increase in
 sales volume, the Company''s market share improved to 30% in the
 organised automotive aftermarket. The overall growth in sales volume
 was achieved due to various initiatives around channel expansion in the
 Indian aftermarket, robust demand from OEMs and the addition of new
 geographies in international markets. The improved operational
 performance of the automotive battery unit was due to increased volumes
 and efficiency thereof.
 
 During the year, the Company doubled its two-wheeler battery capacity
 from 1.80 million units to 3.60 million units per annum in line with
 market potential. The Company also placed orders for manufacturing
 equipment to enhance the capacity of both four-wheeler and two-wheeler
 batteries during 2011-12. The four-wheeler battery capacity will be
 enhanced from 4.20 million units to 5.60 million units per annum and
 two-wheeler battery capacity from 3.60 million units to 5.00 million
 units per annum by end September 2011.
 
 Financial position
 
 The Company''s net worth as at March 31, 2011 was at Rs6,459 million.
 During the year under review, Rs1,023 million was added to the
 reserves. The debt of Rs950 million, as at the date of balance sheet,
 comprises Rs89.44 million (USD 2 million) ''External Commercial 
 Borrowing'', Rs710 million ''Interest free sales tax
 deferment'' and Rs151 million short-term working capital borrowing. The
 debt to equity ratio as at March 31, 2011 was at 0.15 times, without
 adjusting for cash and bank balances of Rs402 million. During the year
 under review, CRISIL reaffirmed the rating for term loan and cash
 credit at AA/Stable and for letter of credit and bank guarantee at
 P1 .
 
 The gross fixed assets (including capital work in progress) increased
 by Rs625 million during the year to be at Rs5,763 million (previous
 year - Rs5,138 million). During the year, the Company embarked on a
 capacity expansion programme, both in four-wheeler and two-wheeler
 battery plants, with a capital outlay of about Rs850 million to be
 completed by September 2011. The entire capital expenditure will be
 funded through internal accruals.
 
 During the year under review, despite an increase in lead price and
 significant volume growth, the Company maintained its working capital
 well within the targeted limits to improve the overall working capital
 ratio and optimise costs.
 
 The earnings per share for the year was at Rs17.34 as against Rs19.56
 in financial year 2010, while the book value per share was at Rs76
 compared with Rs64 as at March 31, 2010.
 
 Dividend
 
 During the year, the Company paid a special dividend (100%) of Rs2 per
 equity share of Rs2 each to commemorate the silver jubilee occasion.
 Further, your Directors are pleased to recommend a final dividend
 (130%) of Rs2.60 per equity share of Rs2 each for the financial year
 ended March 31, 2011. With this, the total dividend declared for the
 year is Rs4.60 per equity share – 230% dividend.
 
 The final dividend, if approved, would involve a cash outflow of
 Rs222.06 million towards dividend and Rs36.88 million towards dividend 
 tax, resulting in a total additional cash outflow of Rs258.94 million.
 
 Transfer to reserves
 
 In accordance with the provisions of the Companies Act, 1956 read with
 Companies (Transfer to Reserves) Rules, 1975, your Directors have
 proposed to transfer a sum of Rs148.10 million to the general reserve
 out of the profits earned by the Company. A sum of Rs4,661.08 million
 is proposed to be retained in the profit and loss account.
 
 Awards & recognitions
 
 Your Directors have pleasure in reporting the following awards and
 recognitions that your Company received during the year under review:
 
 - First prize under the discrete manufacturing category at the CII- 4th
 National conference and competitions on Six Sigma.
 
 - Employer Branding Institute a premier industry body on assessment of
 best people practices awarded Amara Raja the following awards:
 
 Regional round (Southern region):
 
 - Award for ''Best HR Strategy in line with Business''
 
 - Award for ''Continuous Innovation in HR Strategy at Work''
 
 - Award for ''Excellence in HR Through Technology''
 
 National rounds:
 
 - Award for ''Best HR Strategy in line with Business''
 
 - Award for ''Continuous Innovation in HR Strategy at Work''
 
 - The Supply Chain Leader 2011 award under the category dry cells and
 storage batteries by Industry 2.0 India SCM Conclave.
 
 Directors
 
 In accordance with the provisions of Section 256(1) of the Companies
 Act, 1956 and Article 105(a) of the Articles of Association of the
 Company, Mr. Shu Qing Yang and Mr. Jorge A Gonzalez, are liable to
 retire by rotation at the ensuing Annual General Meeting and being 
 eligible offer themselves for re-appointment.
 
 A brief resume, expertise and details of other directorship(s) etc.,
 relating to re-appointment of Directors is provided in the notice of
 the ensuing Annual General Meeting.
 
 Mr. Rohit Kochhar who acted as an alternate Director to Mr. Shu Qing
 Yang, Director, vacated his office in terms of Section 313 of the
 Companies Act, 1956 with effect from July 29, 2010.
 
 Mr. Anthony Wu Huang who acted as an alternate Director to Mr. Jorge A
 Gonzalez, Director, vacated his office in terms of Section 313 of the
 Companies Act, 1956 with effect from January 24, 2011.
 
 The Board wishes to place on record its grateful appreciation and
 acknowledgement for the valuable contributions rendered by Mr. Rohit
 Kochhar and Mr. Anthony Wu Huang during their tenure as alternate
 Directors of the Company.
 
 Auditors
 
 M/s. E. Phalguna Kumar & Co, Chartered Accountants, Tirupati and M/s.
 Chevuturi Associates, Chartered Accountants, Vijayawada, the joint
 auditors of the Company retire at the conclusion of the forthcoming
 Annual General Meeting and are eligible for re-appointment.
 
 The Board, on the recommendation of the Audit Committee, proposed that
 M/s. E.Phalguna Kumar & Co, Chartered Accountants, Tirupati and M/s.
 Chevuturi Associates, Chartered Accountants, Vijayawada, be
 re-appointed as the joint auditors of the Company. Necessary resolution
 is being placed before the shareholders for their re-appointment at the
 ensuing Annual General Meeting. The Company also received from the
 auditors, certificates to the effect that their re-appointment, if
 made, would be in accordance with the limits as prescribed in Section
 224 (1B) of the Companies Act, 1956.
 
 Cost auditor
 
 In terms of Section 233B of the Companies Act, 1956 and as per the
 directives of the Central Government,
 
 Mr. A. V. N. S. Nageswara Rao, Hyderabad, was appointed as Cost Auditor
 of the Company to conduct the cost audit for the financial year
 2010-11.
 
 The Company re-appointed Mr. A. V. N. S. Nageswara Rao as Cost Auditor
 for the year 2011-12. The Company received the approval of the Central
 Government for re-appointment of Mr. A. V. N. S. Nageswara Rao as the
 Cost Auditor of the Company for auditing the cost records for the
 financial year 2011-12.
 
 Corporate governance
 
 The Company''s Corporate Governance practices have been detailed in a
 separate section and are annexed to and forms part of this annual
 report. The certificate from a Practising Company Secretary on the
 compliance of Corporate Governance Code embodied in Clause 49 of the
 Listing Agreement is also attached as annexure and forms part of this
 report.
 
 Management discussion and analysis
 
 Management discussion and analysis report, highlighting the performance
 and prospects of the Company''s business, forms part of this annual
 report.
 
 CEO/CFO certification
 
 As required under Clause 49 (V) of the Listing Agreement, the CEO/CFO
 certification on the accounts of the Company as given by Mr. Jayadev
 Galla, Managing Director and Mr. K. Suresh, Chief Financial Officer,
 forms part of this annual report.
 
 Transfer to the investor education and protection fund
 
 In terms of Section 205A read with Section 205C of the Companies Act,
 1956, an amount of Rs2,60,321 being unclaimed/unpaid dividend
 pertaining to the financial year 2002-03 was transferred to the
 Investor Education and Protection Fund (IEPF) on September 17, 2010.
 
 Further, the unclaimed/unpaid dividend relating to the financial year
 2003-04 is due for remittance on September 16, 2011 to IEPF, during the
 financial year 2011-12.
 
 Conservation of energy, technology and foreign exchange
 
 The particulars of conservation of energy, technology absorption,
 foreign exchange earnings and outgo required to be disclosed under the
 Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules, 1988 are annexed hereto and forms part of this
 report.
 
 Directors'' responsibility statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 confirm that, to the best of their knowledge and belief:
 
 - In the preparation of the profit and loss account for the financial
 year ended March 31, 2011 and the balance sheet as at that date
 (financial statements), applicable accounting standards have been
 followed;
 
 - Appropriate accounting policies have been selected and applied
 consistently and such judgements and estimates that are reasonable and
 prudent have been made so as to give a true and fair view of the state
 of affairs of the Company as at the end of the financial year and of
 the profit of the Company for that period;
 
 - Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities. To ensure
 this, the Company established internal control systems, consistent with
 its size and nature of operations. In weighing the assurance provided by
 any such system of internal controls its inherent limitations should be
 recognised. These systems are reviewed and updated on an ongoing basis.
 Periodic internal audits are conducted to provide reasonable assurance
 of compliance with these systems. The Audit Committee meets at regular
 intervals to review the internal audit function;
 
 - The financial statements have been prepared on a going concern basis.
 
 Acknowledgement
 
 The Board wishes to place on record its sincere appreciation for the
 continued assistance and support extended to the Company by its
 customers, vendors, investors, business associates, banks, government
 authorities and employees.
 
 Your Directors acknowledge with gratitude the encouragement and support
 extended by the joint venture partner and the shareholders.
 
                                               On behalf of the Board
 
                                              Dr. Ramachandra N Galla 
                                                             Chairman
 
 Place: Milwaukee, USA 
 Date: May 16, 2011