The 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.
 
 Financial Results
 
                                                         InRs. Crores
 
                                              2010-2011     2009-2010
 
 Profit before depreciation & taxation          1023.81        891.24
 
 Depreciation / Amortisation                      83.45         80.65
 
 Profit before tax                               940.36        810.59
 
 Taxation                                        274.00        273.50
 
 Profit after tax                                666.36        537.09
 
 Balance brought forward                         516.44        324.59
 
 Making a total of                              1182.80        861.68
 
 Out of this appropritions are:
 
 General Reserves                                75.00         250.00
 
 Leaving a balance of                          1107.80         611.68
 
 Interim Dividend (Rs. 0.90)
 
 [Previous YearRs. 0.60]*                          76.50          48.00
 
 Tax on Interim Dividend                         12.58           8.16
 
 Proposed Final Dividend (Rs.0.60)
 
 (Previous YearRs. 0.40]*                          51.00          34.00
 
 Tax on Final Dividend                            0.35           5.08
 
 And leaving a balance of (which is
 
 carried forward to next year)                  967.37         516.44
 
 *On equity share ofRs. 1.00 each
 
 [Aggregate Dividend amounts to 150% (Previous year 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% (Rs.0.90 per
 equity share ofRs.1.00 each) on the equity shares to the shareholders,
 
 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% (Rs. 0.60 per equity share of Rs. 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% (Rs. 1.50 per equity share ofRs. 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-Health-Environment,
 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
 
 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
 Environment-Health-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 also ‘World Chemical Disaster Day in
 collaboration with the Karanataka State Pollution Control Board.
 Similarly, Chloride Metals Limited, another wholly owned subsidiary,
 donated
 
 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 Rs. 381.27 crores
 representing a growth of 59% over the previous year and a profit before
 tax of Rs. 19.79 crores which is 31% higher than the previous year.
 
 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 ofRs. 44.11 crores and a profit before tax ofRs. 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 Rs. 744.79 crores
 representing an increase of over 36% over the previous year and profit
 before tax of Rs. 32.57 crores as compared to Rs. 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 Rs. 20.39 crores which was 70% higher than that of the
 previous year. The Profit Before Tax also increased from Rs. 0.37 crores
 to Rs. 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 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
 re-appointment.
 
 Information pursuant to Section 217 of the Companies Act, 1956
 
 a.  Conservation of Energy and Technology Absorption
 
 Information pursuant to Clause (e) of Sub- Section (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
 uncertainties. 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                                        R G Kapadia
 
 Dated: 27th April, 2011                                 Chairman