The Directors have pleasure in presenting the Thirty Eighth Annual
 Report of your Company together with the Audited Balance Sheet as at
 March 31, 2011, the Profit & Loss Account for the year ended that date
 and the Auditors Report thereon.
 
 REVIEW OF PERFORMANCE
 
 DRY CELL BATTERIES
 
 The Dry Cell Battery Industry production as a whole increased about
 2.60% for the year 2010-11. Your Companys production also increased
 from 658 million pieces to 668 million pieces showing an increase of
 1.52%. The sales decreased from 660 million pieces to 651 million
 pieces. In terms of value, your Company had registered a turnover of
 Rs.350 crores as against Rs.337 crores for the previous year shows an
 increase of 3.86%.
 
 LIGHTING PRODUCTS
 
 The sales volume of lighting products had decreased from 62.40 lakh
 pieces to 60.43 lakh pieces as compared to the previous year.
 
 FINANCIAL RESULTS
 
 The profit before tax for the year under review is at Rs.21.68 Crores
 as against Rs.25.04 crores in the previous year. The financial results
 for the year 2010-11 as compared with the previous year are summarized
 as under.
 
                                          2010-11         2009-10
 
                                   (Rs. in crores)  (Rs. in crores)
 
 Profit for the year                       27.26            30.85
 
 Less : Depreciation for the year           5.57             5.83
 
 Profit after depreciation                 21.69            25.02
 
 Prior period adjustments etc.              0.01            (0.02)
 
 Profit Before Tax                         21.68            25.04
 
 Provision for tax including
 
 Deferred tax                               7.05             8.52
 
 Profit after Tax                          14.63            16.52
 
 Surplus in P&L Account
 brought forward                            5.06             4.81
 
 Profit available for appropriation        19.69            21.33
 
 Your Directors recommend the following appropriations :
 
 General Reserve                            5.75             7.50
 
 Proposed Dividend                          7.50             7.50
 
 Tax on proposed dividend                   1.22             1.27
 
 Surplus in P&L A/c carried forward         5.22             5.06
 
 Total                                     19.69            21.33
 
 DIVIDEND
 
 Your Directors are happy to recommend a dividend of 200% for the year
 2010-11. This Dividend, if approved, will be paid to the Shareholders
 whose names appear on the Register of Members as on 20th July, 2011.
 The Company intends to pay the dividend on 27th July, 2011 itself,
 instead of waiting for the statutory period of 30 days permitted by the
 provisions of the Companies Act, 1956.
 
 STATEMENT PURSUANT TO LISTING AGREEMENT
 
 The Companys Securities are listed at the Stock Exchanges of Mumbai,
 Chennai, and at the National Stock Exchange. The Company has paid the
 Annual Listing fee to all the Stock Exchanges.
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance along with Auditors
 Certificate on its compliance is attached as Annexure B to this
 report.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.
 
 Your Company has always been in the forefront of energy conservation.
 Several measures to conserve energy and to reduce the costs associated
 with it have been taken. The details regarding conservation of energy,
 foreign exchange, technology absorption including R & D efforts (as
 required under Section 217(1) (e) of the Companies Act, 1956) are given
 in Annexure A to this Report.
 
 PERSONNEL
 
 Your Directors wish to place on record their appreciation for the
 dedication and hard work put in by the employees at all levels for the
 overall growth of your Company. Relations with the employees at both
 the Factories and Head office and other Branches were cordial during
 the year.
 
 As per section 219 (1) (b) (iv) of the Companies Act, 1956 any member
 interested in inspecting or obtaining copy of the statement of
 particulars of employees being forms part of the Report and as required
 to be annexed under Section 217(2A) of the Companies Act, 1956 may
 contact the Secretary at Registered Office during working hours.
 
 DIRECTORS
 
 In accordance with the Articles of Association of the Company Dr. S.A.
 Dave and Mr. Hiroshi Sugimura retire by rotation at this ensuing Annual
 General Meeting. They being eligible, offer themselves for
 re-appointment.
 
 Mr. M. Morikawa and Mr. J. Goto resigned from the Board with effect
 from 12th October 2010. Your directors wish to place on record their
 appreciation of services rendered by Mr. M. Morikawa and Mr. J. Goto
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, your
 Directors hereby confirm that:
 
 a) in the preparation of statement of accounts, the applicable
 Accounting Standards have been followed;
 
 b) 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 as on
 31st March, 2011 and of the Profit of the Company for that period;
 
 c) 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 frauds and other irregularities;
 
 d) The annual accounts are prepared on a going concern basis.
 
 AUDITORS
 
 M/s. P. Srinivasan & Co, Chartered Accountants, Statutory Auditors of
 the Company retires at the ensuing Annual General Meeting and is
 eligible for re-appointment. The Company has received a Certificate
 from them confirming that their appointment will be within the limits
 laid down under Section 224(1B) of the Companies Act, 1956.
 
 COST AUDITORS
 
 The Central Government has approved the appointment of Mr. P. Raju
 Iyer., Practising Cost Accountant for conducting the Cost Audit for the
 Financial Year 2010-2011.
 
 ACKNOWLEDGEMENT
 
 Your Directors thank the Central and State Governments and the Banks
 for their continued help and support. Your Directors also wish to
 record the appreciation for the guidance and co-operation received from
 the Foreign Collaborator M/s. Panasonic Corporation, Japan.
 
 Your Directors also thank the Authorised Wholesale Dealers, Stockists
 and Retailers for their excellent support under difficult conditions
 and the Consumers for their continued patronage of your Companys
 products. Your Directors are especially thankful to the esteemed
 Shareholders for their continued encouragement and support.
 
                          For and on behalf of the Board of Directors 
 
                                          For Nippo Batteries Co. Ltd.
 
 Place: Chennai                                  Justice S. Natarajan
 
 Date : 29th April 2011                                      Chairman