Report of the Directors
 
 For the financial year ended March 31,2011
 
 The Directors are pleased to present the Annual Report, together with
 the audited Accounts of your Company for the financial year ended March
 31, 2011.
 
 Review of Performance
 
 Financial results are summarized below:
 
                                                      (Rs. in Crores)
 
                                                2010-11       2009-10
 
 Net Sales                                       950.42        968.73
 
 Other Operating Income                            8.58          1.42
 
 Profit/(Loss) from sale of real estate               -          7.03
 
 Total Income                                    959.00        977.18
 
 Total Expenditure adjusted for increase/
 decrease of stocks                              858.72        853.41
 
 Provision no longer required                     (1.91)        (1.25)
 
 Total Expenditure                               856.81        852.16
 
 Profit/(Loss) before Depreciation, Interest, 
 Exceptional Items and Taxation                  102.19        125.02
 
 Depreciation                                     24.53         24.13
 
 Interest and Finance Cost                        31.28         34.38
 
 Profit/(Loss) before Exceptional Items 
 and Taxation                                     46.38         66.51
 
 Exceptional Items                                 0.29        (97.37)
 
 Profit/(Loss) before Taxation                    46.09        163.88
 
 Provision for Taxation                            6.72         21.67
 
 Profit/(Loss) after Taxation                     39.37        142.21
 
 Balance of Profit/ (Loss)brought forward 
 from previous year                               38.06          0.08
 
 Amount available for Appropriation               77.43        142.29
 
 Which the Directors recommend for 
 appropriation as under:
 
 -Proposed Dividend                                3.63          3.63
 
 -Taxon Proposed Dividend                          0.59          0.60
 
 -General Reserve                                 40.00        100.00
 
 Balance carried forward to Balance Sheet         33.21         38.06
 
 Net sales for the year were lower by 2 % over the previous financial
 year. Profit before Depreciation, Interest and Taxation (PBDIT) before
 exceptional items was accordingly lower by 18 % at Rs. 102.19 crores as
 compared to Rs. 125.02 crores in the previous year. With depreciation
 of Rs. 24.53 crores (previous year Rs. 24.13 crores) and a lower
 interest charges of Rs. 31.28 crores (previous year Rs. 34.38 crores),
 Profit before Exceptional Items and Taxation came to Rs. 46.38 crores
 (previous year Rs. 66.51 crores). There being a minor charge of Rs.
 0.29 crores in exceptional items this year - against a net gain of Rs.
 97.37 crores in such items in the previous year, Profit after Taxation
 stood at Rs. 39.37 crores for the year against the corresponding figure
 of Rs. 142.21 crores in the previous year.
 
 The year was a challenging one for operations - in terms of market
 being sluggish and incidence of adverse costs from both input materials
 and overheads.  The operating results are indicative of these
 adversities.
 
 Dividend
 
 Despite the operating results being lower than the previous years, your
 Directors recommend a dividend of Rs. 0.50 per equity share on
 7,26,87,260 fully paid up equity shares ofRs. 5/-each being 10% on the
 paid up value of the equity shares of the Company for the year ended
 31st March, 2011 (same as in previous year), which if approved at the
 ensuing Annual General Meeting will be paid to all eligible members
 whose names appear in the register of members on September 23,2011 or
 appear as beneficial owners as per particulars furnished by the
 Depositories on September 12,2011.
 
 Operational Review
 
 Batteries and Flashlights
 
 Batteries went through a chequered history over the last 5 years,
 triggered by significant price increases to offset material cost push.
 There was stiff consumer resistance to these increases and demand
 became erratic with a tendency of slow down. The sluggishness in the
 general economy did not help matters.
 
 The segment which suffered the maximum brunt from this impact was the
 ''D'' size segment, which was then the major product segment in batteries
 and was relatively more expensive than other cylindrical batteries. In
 fact, the consumer resistance manifested itself in, them refraining
 from use of appliances powered by ''D'' size batteries. This virtually
 obliterated ''D'' size incandescent flashlights, which were hitherto very
 popular. Consumers changed over to flashlights with LED bulbs using
 ''AA'' batteries (more fully covered subsequently).
 
 This trend of de-growth in ''D'' batteries continued in the current year
 at a rate of 16%. Despite this, batteries grew in the overall - albeit
 at a modest rate of 2.3%. This was due to growth in other battery
 segments - led by ''AA'' and''AAA''.
 
 The market share positions of the major players remained unaltered
 during the year under review despite the various market changes taking
 place with your Company being at 50% (Company estimate).
 
 The last 5 years had also seen rapid changes in the flashlights market.
 This segment also experienced major price impacts being passed on due
 to cost push. Combined with higher battery prices (as explained
 earlier), this led to strong consumer reaction. In addressing that,
 your Company started introducing a range of value-for-money, smart and
 efficient flashlights using ''LED'' as the light source option (as
 opposed to the then prevalent incandescent bulbs). These flashlights
 mostly used ''AA'' batteries (as opposed to ''D'' batteries earlier).
 
 Initially introduced as a value offer, this segment eventually became
 the standard and thereafter evolved as life-style products - in
 multifarious styling & colour, across the aesthetic range and at
 several price points - both premium and popular.
 
 From the Company''s perspective, this measure is positive. The earlier
 flashlights using incandescent bulbs (mainly brass flashlights) were
 profitable and were good for consumption of ''D'' size batteries but
 remained for long period of in-use with consumers. The new LED torches
 are equally profitable and displays much lower in-use period and is
 good for battery consumption (mainly''AA'').
 
 These new generation flashlights took the consumers'' fancy as these
 were introduced about 3 years back. The first 2 years saw significant
 growth in flashlights sales jumping from a level of 12.82 million units
 in 2007-08 to 27.03 million units in 2009-10, a growth of more than 110
 % in 2 years.
 
 However this trend could not be sustained during the current year and
 sales volumes suffered a decline of 6.6% - albeit on a much broader
 base. This somewhat unexpected reversal took place mainly on account of
 sudden influx of look-alike gray market products in the market. Counter
 measures have been put in place to reverse this trend.
 
 Your Company''s share of the organized flashlights market remained at
 76% (Company estimate).
 
 It is also worthwhile to mention that input costs rose during the
 current year as compared to the previous year. The adverse impact came
 not only from zinc, but also other major materials used for
 manufacture. The adverse impact was to some extent neutralized by an
 overall stronger Rupee. Part of the net adverse impact was recovered
 from the market, yet it left a dent in the margin of about 1.5% of net
 sales value.
 
 The manufacturing operations of your Company continued to focus on
 total quality management, safety, energy conservation and cost control.
 This helped your Company in achieving efficiency in the manufacturing
 function.
 
 Operations at the manufacturing facilities at Cossipore - Kolkata and
 Hyderabad continued to remain suspended. This had no impact on the
 operations of the Company, as supplies to the market were met by other
 units. Separations with workmen were fully completed at both these
 facilities subsequent to completion of the year under review. Hence,
 both these facilities are now closed.
 
 Lighting Products
 
 The Company started marketing of compact fluorescent lamps (CFL) and
 General Lighting Service (GLS) lamps in the recent past. These products
 have found excellent fit to the brand ''Eveready'' and Powercell''. The
 Company is distributing these products through its existing
 distribution channel, primarily comprising of groceries and general
 merchants. This is tangibly different from the usual electrical trade.
 This has given the advantage of a quick entry to this market - but has
 the obvious disadvantage of not being amenable to the scale of the
 electrical trade.
 
 Net sales for the current year stood at Rs. 91.38 crores - at the same
 level as the previous year atRs. 91.54 crores.
 
 This can be ascribed to the fact that the Company consciously
 restricted sales of CFL bulbs to a few geographies (UP and Bihar) where
 the phenomenon of returned products was found to be on the rise - and
 beyond accepted levels. This market traditionally works on warranties
 and if returns are higher than the accepted norm, it is essentially due
 to the poor quality of power, on which the Company has little control.
 
 This step was necessary to avoid impairment to profitability. However,
 sales have now stabilized on this revised orientation and the position
 is expected to improve hereafter.
 
 Packet Tea
 
 The packet tea business continued with its steady performance through
 leveraging of the distribution network of the Company. Current share of
 the market stands at 1 - 5 per cent in the various markets of the
 country. Focus is currently being given to make the business
 profitable. As a compromise, some marginal turnover was sacrificed.
 Sales turnover for the current year stood at Rs. 73.34 crores - at a
 marginal decline against that of the previous year atRs. 75.94 crores.
 
 Subsidiaries & Consolidated Financial Statements
 
 Your Company has 80% of the controlling stake in Novener SAS, France
 which in turn controls Uniross SA, a French Company, which along with
 its subsidiaries, is engaged in the manufacturing and marketing of
 rechargeable batteries and allied products, having presence in various
 parts of the world and particularly strong in Europe. The above
 subsidiary was acquired 2 years back with a view to gain access to
 other geographies, where the Company has no presence - in particular,
 Europe, South East Asia and parts of Africa. Uniross was facing serious
 financial difficulties at that time and it was thought that it could be
 quickly nursed back to sustainable profitability.
 
 During the year under review, Uniross SA continued to fare poorly.
 Unfortunately, the continuing dim economic situation prevailing in
 Europe and overall sluggish demand of the rechargeable category world
 over, has not allowed the quick turn around that was expected. It
 currently continues to be loss making. However, through a major
 restructuring exercise, significant elements of costs have now been
 pared. It is now expected that with the revised cost structure, Uniross
 should be able to return to modest profitability during the next 1 - 2
 years. Original aspiration of growth can be pursued only after that is
 achieved.
 
 Uniross'' operations to your Company meant an addition ofRs. 129.45
 crores in net sales (previous year Rs. 135.43 crores) and adding a net
 loss of Rs. 52.36 crores (previous year Rs. 14.98 crores), including
 exceptional costs of Rs. 18.05 crores (previous year - nil). The effect
 of this is available in the Consolidated Accounts attached to this
 Report.
 
 The consolidated financial statements have been prepared in accordance
 with Accounting Standard 21 (AS-21) issued by the Institute of
 Chartered Accountants of India and include the financial numbers of
 your Company''s subsidiaries, for the year under review. As required by
 Clause 32 of the Listing Agreement with the Stock Exchanges, the
 Audited Financial Statements together with the Auditor''s Report thereon
 are annexed and form part of this Annual Report.
 
 The consolidated accounts presented under this Annual Report include
 the financial numbers of your Company''s subsidiaries, for the year
 under review.
 
 AStatement containing the details of the Subsidiary Companies are
 attached in the Annual Report.
 
 In accordance with the General Circular issued by the Ministry of
 Corporate Affairs, Government of India, the accounts of the applicable
 subsidiary companies and the related detailed information, as required
 under section 212 (1) of the Companies Act, 1956 are not attached. Hard
 copy of the Annual Accounts of the applicable subsidiary companies and
 the related other information shall be made available to the members
 seeking such information and shall also be kept open for inspection at
 the Registered Office of the Company and of the subsidiaries concerned
 during working hours, upto the date of the Annual General Meeting.
 
 Prospects
 
 As mentioned at the outset, the year was a challenging one for
 operations.
 
 Both batteries and flashlights went through some major changes in the
 recent past. In case of batteries, it was an unprecedented de-growth of
 an important segment (''D'') and a major shift in product mix. For
 flashlights, on the other hand, it was a case of very significant
 growth fuelled by new generation products and then a quiet period
 during the current year.
 
 Batteries have now settled down to a stable level which seem
 sustainable and supported by historical statistics. In fact the major
 segments in batteries - viz. ''AA and ''AAA'' - together comprising more
 than 70 % of the market in terms of volume, are growing at a rate
 higher than historical trends. This is being brought down by the
 continuing de-growth of the ''D'' segment.  However, this latter segment
 is now gone down to such low level that it should now stop having much
 impact on the overall market. The outlook - even in the near-term thus
 appears to be brighter than what was seen in the current year.
 
 For the long term, battery business is linked to fundamental demand
 driven by device population. As India gets economically more developed,
 device penetration into households will increase in line with the rest
 of the world, boosting battery growth. It needs to be borne in mind
 that India remains one of the lowest per capita battery consuming
 nations - and hence with a potential for major improvement.
 
 Flashlights recorded very significant growth in the previous 2 years -
 but cooled down during the current year with a moderate slow-down,
 albeit on a significantly larger base. The market is susceptible to
 gray operations of unorganized players bringing copy-cat models to the
 market - usually without payment of taxes and duties. The current year
 saw significant impact from this phenomenon. The only way to sidestep
 this problem is to keep bringing new models which are creative and
 innovative. This is a continuous process and hopefully efforts in this
 regard will mitigate this undesirable market phenomenon.
 
 Prospects are promising in the Lighting Products business - both in the
 CFL and GLS segments. Challenges remain with regard to handling of
 warranties and competitive pricing - but these are being met. This
 business remains a key focus area for the Company and an avenue for
 growth.
 
 Packet tea will add to the turnover. Focus is currently on to improve
 profitability of this business.
 
 As explained earlier, the Company''s cost structure is sensitive to zinc
 and exchange rate of the Indian Rupee and overall inflationary trends.
 At the present moment, zinc remains stable at current levels - barring
 some very recent softness. Predictions on Rupee seem to indicate that
 it will appreciate against the dollar. So it appears that the impact of
 these 2 factors may off- set each other on the cost of the Company.
 There is no sign yet of the inflationary trend decelerating. Also,
 other commodities used as input materials are also showing increasing
 trends. These may continue to impact margins negatively. Efforts are
 being made to recover a part of the adverse impact from the market - to
 the extent practicable.
 
 Finance
 
 Tight control was kept over the finances of your Company, with emphasis
 on reduction of debt. This along with strict management of working
 capital helped your Company save interest charges.
 
 Your Company met its financial commitments in servicing debt and
 repayments thereof in a timely manner. Capital expenditure programme
 was fully met.
 
 A transfer of Rs. 40 crores was made to the General Reserves out of the
 amount available for appropriation. After providing for the proposed
 dividend and Dividend Distribution Tax, profits left to be carried
 forward was at Rs. 33.21 crores.
 
 Employee Relations
 
 One of your Company''s key strengths is its people. Relations with
 employees remained cordial and satisfactory. Your Board would like to
 place on record its appreciation of employees for their contributions
 to the business.
 
 Your Company believes in a system of Human Resource Management which
 rewards merit based performance and playing an active role in improving
 employee skills. Actions during the year under review were supportive
 of this policy.
 
 A statement of particulars of employees as required under section 217
 (2A) of the Companies Act, 1956 forms a part of this report as a
 separate Annexure. In terms of section 219 (1)(b)(iv) of the Act, this
 Report is being sent to all Members without the said annexure. Any
 member interested in taking inspection or obtaining a copy of the
 statement may contact the Secretary of the Company at its Registered
 Office during working hours, till the date of the Annual General
 Meeting.
 
 Update
 
 Consequent to the trial proceedings before the Chief Judicial
 Magistrate, Bhopal, on the modified criminal charges framed under the
 directions of the Supreme Court that commenced in September 1997,
 having been concluded, a curative petition filed by the Union of India,
 against the said directions of the Supreme Court had been filed and
 been dismissed. The State of Madhya Pradesh and the Union of India have
 filed necessary revisions of the criminal charges framed and have also
 filed appeals against the order of the Chief Judicial Magistrate,
 Bhopal, in the Sessions Court, Bhopal. The Company has also filed its
 appeal. As per the views and advice of the legal counsel, it is
 believed that the findings against the Company are likely to fail
 ultimately.
 
 The Union of India has also filed a curative petition against the
 Company amongst others including the erstwhile foreign holding company,
 with regard to enhancement of compensation, claimed earlier by the
 Union of India from the foreign holding company as well as certain
 rehabilitation costs. As per the views and advice of the legal counsel
 it is believed that the said petition is devoid of any merit.
 
 Cost Auditors
 
 As per the Order of the Central Government and in pursuance of Section
 233B of the Companies Act, 1956, your Company carries out an audit of
 the cost accounts of the Company relating to dry cell batteries. The
 due date for filing of the Cost Audit Report with the Ministry of
 Corporate Affairs for the financial year ended 31st March, 2010 was
 September 27, 2010 and the same was filed on the said due date. The
 Board, has upon the recommendation of the Audit Committee reappointed
 M/s.Mani & Co., Cost Accountants, Registration No. 00004, Ashoka, 111
 Southern Avenue, Kolkata - 700 029, (being eligible for the
 reappointment), to audit the cost accounts of the Company relating to
 dry cell batteries, for the financial year ending 31st March, 2012,
 subject to the approval of the Central Government.
 
 Public Deposits
 
 Your Company does not have any public deposit scheme and has repaid all
 Fixed Deposits that have matured and were claimed by depositors under
 the earlier scheme. Rs. 0.72 Lakhs as claimed and paid, however, remain
 un-encashed by the depositors as on March 31,2011.
 
 Exports and Foreign Exchange Earnings and Outgo
 
 During the year under review, your Company exported batteries totaling
 to a value of Rs. 2,494.07 Lakhs (2009-10 : Rs. 2553.54 Lakhs) and
 flashlights totaling to a value of Rs. 643.10 Lakhs (2009-10 : Rs.
 471.81 Lakhs).
 
                                                           Rs. Lakhs
 
                                        31.03.2011         31.03.2010
 
 Foreign Exchange Earnings                1,728.18            1792.56
 
 Foreign Exchange Outgo                  13,918.81          13,836.18
 
 Conservation of Energy and Technology Absorption
 
 Astatement giving details of conservation of energy and technology
 absorption in accordance with the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988, is annexed.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 state as follows:
 
 1. That in the preparation of the annual accounts for the financial
 year ended March, 31,2011, the applicable accounting standards had been
 followed with no material departures;
 
 2.  That the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for that period;
 
 3.  That the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 4.  That the Directors had prepared the annual accounts on a going
 concern basis.
 
 Directors
 
 Mr. D. Khaitan, stepped down as Executive Vice Chairman and Managing
 Director of the Company effective from the close of working hours of
 August 10,2011. Mr. Khaitan, however, will continue as the Vice
 Chairman of the Board.
 
 Mr. D. Khaitan had been re-appointed as Executive Vice Chairman &
 Managing Director for a further period of three years effective June 1,
 2011. Consequent to his stepping down and acceptance of the same by the
 Board, Mr. D. Khaitan''s re-appointment for the period June 1,2011 to
 August 10, 2011, only, is subject to the approval of the shareholders
 at the forthcoming Annual General Meeting.
 
 Mr. Amritanshu Khaitan was appointed as Additional Director by the
 Board effective August 10, 2011. In terms of Article 116(1) of the
 Articles of Association of the Company, Mr. Amritanshu Khaitan holds
 office until the forthcoming Annual General Meeting. Notice in writing
 under Section 257(1) of the Companies Act, 1956 has been received from
 a Member signifying his intention to propose Mr. Amritanshu Khaitan for
 election to the office of Director. The above re-appointment of Mr.
 Amritanshu Khaitan is subject to the approval of the shareholders at
 the forthcoming Annual General Meeting.
 
 Mr. S. Saha has been re-appointed as Wholetime Director for a further
 period of three years effective March 22,2011.
 
 Mr. Amritanshu Khaitan has been appointed as Wholetime Director for a
 period of three years effective August 10,2011.
 
 The above appointment and re-appointments of the executive directors
 are subject to the approval of the shareholders at the forthcoming
 Annual General Meeting.
 
 In accordance with the Articles of Association, Mr.B. M. Khaitan, Mr.
 B.  Mitter, Mr. D. Khaitan and Mr. V Bhandari will retire by rotation
 at the forthcoming Annual General Meeting, and being eligible, offer
 themselves for re-appointment.
 
 On a Reference Application made by the Central Government to the
 Company Law Board (CLB) under Section 408 of the Companies Act, 1956,
 the CLB, by an order dated December 20,2004 directed the Central
 Government to appoint three Directors on the Company''s Board for three
 years. As the CLB''s order suffers from various legal infirmities, the
 Company, based on legal advice, has challenged this order of the CLB
 before the High Court at Calcutta, which has, by an interim order,
 stayed the operation of the CLB''s order. The stay is continuing.
 
 Auditors
 
 Messrs. Deloitte Haskins & Sells retire as Auditors at the conclusion
 of theforthcomingAnnual General Meeting and, being eligible, offer
 themselves for re-appointment.
 
 Management Discussion and Analysis Report and Report on Corporate
 Governance
 
 As required in terms of the Listing Agreement with Stock Exchanges a
 Management Discussion and Analysis Report and a Report on Corporate
 Governance are annexed.
 
                                      For and on behalf of the Board
 
 Kolkata                                               B. M. Khaitan
 
 August 10,2011                                             Chairman