Dear Shareholders,
We are pleased to present the 1st Integrated Annual Report
of your Company together with the Audited Financial Statements for the year ended 31st
March 2024. A summary of the Company's standalone performance is given below:
Standalone Financial Results
(In Rs Crore)
| Financial Results |
FY 2023-24 |
FY 2022-23 |
| Revenue from operations |
16,029.19 |
14,591.93 |
| Earnings before depreciation, finance cost, tax expenses
& exceptional item |
1,871.38 |
1,568.01 |
| Add: Other income |
84.54 |
132.39 |
| Less: Depreciation and amortisation expenses |
497.45 |
455.78 |
| Less: Finance cost |
48.59 |
29.53 |
| Profit Before Tax |
1,409.88 |
1,215.09 |
| Less: Tax expenses |
356.92 |
311.46 |
| Profit After Tax |
1,052.96 |
903.63 |
| Other Comprehensive Income |
1,044.53 |
(291.98) |
| Total Comprehensive Income for the year |
2,097.49 |
611.65 |
| Balance brought forward |
11,124.75 |
10,513.10 |
| Making a total of |
13,222.24 |
11,124.75 |
| Out of this, appropriations are: |
|
|
| Final Dividend for FY 2022-23 (200%) |
170.00 |
- |
| And leaving a balance of (which is carried forward to next
year) |
13,052.24 |
11,124.75 |
Highlights of performance
Your Company recorded net sales of H 16,029 crore in FY 2023-24,
against H 14,592 crore in the previous year, registering a 9.8 per cent year-on-year
growth. Sales growth was driven by an uptick in volumes in the automotive and industrial
divisions. Along with volume growth, judicious pricing strategies across end-consumer
markets also helped in driving sales growth. Your Company has delivered a robust growth in
profits. Earnings before interest, depreciation and tax expenses (EBITDA) grew to H 1,871
crore from H 1,568 crore, and EBITDA margin increased to 11.7 per cent in FY 2023-24 from
10.7 per cent in FY 2022-23. The profit before tax for the year was H 1,410 crore compared
with H 1,215 crore in the previous year, which is a 16.0 percent year-on-year increase.
The cost optimization initiatives yielded results and fixed costs as a percentage to sales
declined, thereby supporting profits. Furthermore, logistics costs and supply chain
disruptions, which impacted performance in the previous year, were under control in the
current year.
Consolidated Financial Statements
As required under SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, (SEBI Listing Regulations) and in line with the Indian
Accounting Standard (Ind-AS) 110, the Consolidated Financial Statements (CFS) of the
Company, its subsidiaries, and associates form part of the Annual Report and are reflected
in the CFS of the Company. These statements have been prepared based on the audited
financial statements received from the subsidiary companies and associates, as approved by
their respective Boards.
Subsidiaries and Associates
The Company had six direct subsidiaries and three associate companies
as of 31st March 2024. In line with the provisions of Section 129(3) of the
Companies Act, 2013 (Act), a statement containing the salient features of the financial
statements of the Company's subsidiaries and associates in Form AOC-1 is attached to
the financial statements of the Company. This form highlights the financial performance of
each subsidiary and associate Company and their contribution to the Company's overall
performance as required by Rule 8(1) of the Companies (Accounts) Rules, 2014. The report
is not repeated here for the sake of brevity.
In accordance with provisions of Section 136 of the Act, the standalone
and consolidated financial statements of the Company, along with relevant documents and
separate audited accounts in respect of the subsidiaries and associates, are available on
the website of the Company at: https://www.
exideindustries.com/investors/annual-reports.aspx
The Company will provide the annual accounts of the subsidiaries and
the related detailed information to the shareholders of the Company on specific requests
made to it in this regard by the shareholders.
The details of the major subsidiaries are given below:
Chloride Metals Limited
Chloride Metals Limited (CML) is a wholly owned material subsidiary of
Exide and is engaged in the business of a secondary smelting and refining Company. It
plays a strategic role in backward integration, meets the Company's lead and lead alloy
requirements, and is in line with the concept of circular economy.
CML has a national presence, with manufacturing units in Karnataka,
Maharashtra, and West Bengal, equipped with the latest machinery and technology to boost
eco-friendly lead production. Its production capabilities are backed by an immaculate
design engineering cell and tested at the quality control department to conform to
Exide's exacting material standards. The total installed refinery capacity of CML is
3,45,600 tonne a year.
During the year, CML set up another factory in a new MIDC location in
Maharashtra called SUPA. The new plant, with a refinery capacity of 10,780 tonnes a month,
began commercial production in August 2023.
CML has started importing scrap batteries and remelted lead to meet
your Company's increasing demand for lead and reduce its dependency on the domestic
market. CML has also started recycling plastic scrap generated from batteries and began
supplying polypropylene granules to your Company from December 2023.
During the year, your Company invested H 120 crore in CML's equity
share capital to meet its working capital and long-term capital requirements for
expansion. CML has a positive outlook for the forthcoming financial year. With the new
import procurement channel in place, it is expected to run at full capacity. Also, with
new cost-saving projects, profitability is expected to increase in the coming years.
Exide Energy Solutions Limited
Exide Energy Solutions Limited (EESL) was incorporated on 24th
March 2022 as a wholly owned subsidiary of Exide Industries Limited. The main objective of
EESL is to manufacture advanced chemistry battery cells for India's EV market and
grid-based applications. It will also manufacture, assemble, and sell battery modules and
packs for its customers. EESL is setting up the
12 GW cell manufacturing plant in two phases of 6 GW. During the
financial year 2023-24, your Company has invested H 1,285 crore as equity in EESL.
EESL represents a significant step in strengthening Exide's
position in the emerging lithium-ion battery market. Its greenfield plant will operate
from an 80-acre plot at the Hi-Tech Defense & Aerospace Park Phase 2, Bengaluru,
Karnataka. EESL has entered into a multi-year technical collaboration agreement with SVOLT
Energy Technology Co. Ltd (SVOLT), a global technology Company that manufactures and
develops lithium-ion batteries and battery systems for EVs and energy storage
applications.
The construction of the greenfield gigafactory of EESL is on schedule.
Work is underway for the main cell building, administration block, and other structures.
EESL is onboarding multiple customers across market segments, and the team is working
closely with large automobile OEMs and companies in the stationary storage sector to
onboard them as customers. In this process, EESL signed a non-binding memorandum of
understanding (MOU) with Hyundai Motor Company ("Hyundai Motors") and Kia
Corporation ("Kia") for strategic co-operation in India's EV market.
TheEESLpackandmoduleplantatPrantij,Gujarat,isoperational and has
performed well in the financial year under review.
Amalgamation of Exide Energy Private Limited with Exide Energy
Solutions Limited
During the year, the Hon'ble National Company Law Tribunal (NCLT),
Kolkata Bench vide Order, dated 6th March 2024 sanctioned the Scheme of
Amalgamation between Exide Energy Private Limited ("EEPL"/Transferor Company)
and Exide Energy Solutions Limited ("EESL"/Transferee Company), both
wholly-owned subsidiaries of Exide Industries Limited. Upon filing of the certified copy
of the Order, the merger is complete and Scheme is effective on 28th March 2024
with the ‘Appointed Date' of 1st April 2023.
Consequent to the above Amalgamation, on 29th March 2024,
EESL has issued & allotted the following equity shares to the holding Company, Exide
Industries Ltd.:
11,48,37,048 fully paid-up equity shares of H 10/- each against
14,35,46,310 fully paid-up equity shares of H 10/- each held by Exide Industries Limited
in EEPL.
2,00,00,000 fully paid-up equity shares of H 10/- each against
2,50,00,000 fully paid-up 0.01 per cent Compulsory Convertible Preference Shares of H 10/-
each held by Exide Industries Limited in EEPL.
Exide Energy Private Limited, popularly known as the
"Nexcharge" brand, has now been dissolved and merged with EESL.
Subsidiary Monitoring Framework
All the subsidiary companies of Exide are board-managed, with their
boards having the rights and obligations to manage such companies in the best interests of
their stakeholders. As a majority shareholder, your Company nominates its representatives
on the board of subsidiary companies and monitors the performance of such companies, inter
alia, by the following means:
a) The financial results, along with the investments made by the
unlisted subsidiaries, are placed before the Audit Committee and the Board of Directors of
Exide;
b) Copies of the minutes of the meetings of the Board of Directors of
the Company's subsidiaries are circulated, along with the agenda papers, to the Exide
Board;
c) A summary of the minutes of the meetings of the Board of Directors
of the Company's subsidiaries is circulated to the Exide Board on a quarterly basis;
d) A statement containing all significant transactions and arrangements
entered by the subsidiary companies is placed before the Exide Board.
Exide has one material subsidiary, Chloride Metals Limited, whose
income is more than 10 per cent of the Company's consolidated income during the previous
financial year. A policy for determining material subsidiaries has been formulated and
posted on the Company's website: https://www.exideindustries.
com/investors/governance-policies.aspx
Dividend
The Board of Directors of the Company approved a Dividend Distribution
Policy on 25th January 2017, following the Securities
& Exchange Board of India (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The Policy was recently amended and is available on the
Company's website: https://
www.exideindustries.com/investors/governance-policies.aspx
In line with the said Policy, the Board of Directors has recommended a
final dividend of 200 per cent, i.e. H 2.00 per equity share of face value of H 1/- each
of the Company, for the year ended 31st March 2024, subject to the approval of
the Members at the ensuing Annual General Meeting. This dividend payout ratio works out to
16 per cent of the net profit after tax for the year ended 31st March 2024. The
total outflow for equity dividends will be H 170 crore, vis ? vis H 170 crore in FY
2022-23.
Management Discussion and Analysis
A detailed Management Discussion and Analysis forms an integral part of
this Integrated Annual Report and gives an update, inter alia, on the following matters:
Industry Structure and Developments
Division-wise overview of business performance, outlook,
opportunities, threats and risk
Research & Development
Information Technology & Digital Initiatives
Financial Overview
Internal Control Systems (including IT controls &
cybersecurity)
Human Resources
Transfer to reserves
The Board of Directors has decided to retain the entire profit as
retained earnings. Accordingly, the Company has not transferred any amount to the reserves
for the year ended 31st March 2024.
Share Capital
The paid-up equity share capital on 31st March 2024 was H 85
crore divided into 85,00,00,000 equity shares with a face value of H 1 each.
During the year, the Company did not issue any shares with differential
rights or convertible securities. The Company does not have any scheme for the issue of
shares, including sweat equity, to its employees or directors. The Company does not have a
scheme for purchasing its shares by employees or trustees for the benefit of employees.
Change in the nature of the business, if any
During the year, the nature of the Company's business did not change,
and the nature of the business carried on by its subsidiaries did not significantly
change.
Deposits
During the year under review, the Company did not accept any deposits
from the public within the ambit of Section 73 of the Companies Act, 2013 (Act), and the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification/s or
re-enactment/s thereof) for the time being in force.
Particulars of loans, guarantees or investments
The Company has not granted any loans or provided any guarantee or
security under Section 186 of the Act except the additional corporate guarantee of H 1,000
crore to its wholly owned subsidiary, Exide Energy Solutions Limited and H 100 crore loan
to its wholly owned subsidiary, Chloride Metals Limited. The details of loans, investments
and guarantees made by the Company during the year under review have been disclosed in the
financial statements under Note nos.13 and 39.
Material changes and commitments
No material changes occurred after the close of the Company's
financial year to which the financial statements relate and before the date of this
report.
Driving a sustainable business
At Exide, we have embraced Environmental, Social, and Governance (ESG)
processes at the core of the Company, ensuring responsible business practices to create
sustained value for all stakeholders. The inherent processes and initiatives undertaken
across the Company through multiple projects reflect the entrenched thought of
sustainability within our fundamental strategy.
Aligned with our overall sustainability vision, we strive to run our
operations in an environmentally responsible manner, ensuring a harmonious balance between
social equity and economic viability, leading to a thriving and resilient community.
Exide is committed to achieving the targets set under each ESG focus
area, staying conscious of the evolving and dynamic ecosystem while continuously adapting
and collaborating to foster positive and meaningful impact.
We are proud to bring you our third annual chapter of ESG disclosures
through our Integrated Annual Report, comprising the financial performance and the
non-financial performance aligned with the Global Reporting Initiative (GRI) framework for
the period from 1st April 2023 to 31st March 2024. The
sustainability performance is also mapped to the United Nations Sustainable Development
Goals (UN SDGs).The ESG disclosures are compliant with the National Guidelines on
Responsible Business Conduct (NGRBC), fulfilling the requirements of the Business
Responsibility and Sustainability Report (BRSR) in line with SEBI's directive.
Corporate Social Responsibility
Exide's commitment to social development and creating shared value
is deeply embedded in its core value of responsible corporate citizenship. We believe in
leading responsibly and are committed to being a socially responsible corporate citizen.
We are committed to nurturing sustainable initiatives aligned with national and global
developmental goals to empower marginalised communities.
Exide's CSR initiatives are governed by a board-driven policy
aligned with Section 135 of the Companies Act. The CSR policy of the Company provides
guidelines for the selection, implementation and monitoring of activities as well as for
CSR planning, budgeting, impact assessment of CSR interventions, treatment of unspent CSR
funds (if any), and role of the implementing agency. The Company's CSR policy is available
on its website: https://www.exideindustries.com/sustainability/. The CSR plan for the year
2023-24 is available on the Company's website:
https://docs.exideindustries.com/pdf/approved-csr-project-23-24.pdf. Our dedicated CSR
department is responsible for administering and executing the policy.
In compliance with Section 135 of the Companies Act and Exide's CSR
policy, the Company has constituted a CSR committee comprising four members. During the
year, the Committee met four times to deliberate, recommend, and monitor the progress of
CSR interventions. Details of the CSR committee are available on the Company's
website: https:// www.exideindustries.com/about/board-committees.aspx. As mandated under
Rule 8 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021,
the disclosures are placed in Annexure I.
The executive summary of the Impact Assessment report on the
Company's CSR intervention is included in Annexure I. The detailed report on
the Company's CSR activities is available on the Company's website:
https://www.exideindustries.com/ sustainability/.
The Company spent H 2,190.87 lakh towards its CSR activities against
the obligation of H 2,181.07 lakh during the financial year 2023-24. We implemented
several CSR interventions aligned to the identified themes of: -
Promoting Education (through Exide Akshar),
Promoting Better Health Outcomes (through Exide Aarogya),
Promoting Employability (through Exide Kaushal),
Empowering Communities (through Exide Saksham) and
Protecting the Environment (through Exide Paryavaran).
During the year under review, the Company's CSR activities have
positively impacted more than 3.25 lakh people. More than 80 per cent of our beneficiaries
are from less endowed and vulnerable sections of society. Our CSR activities are aligned
to 13 Sustainable Development Goals (SDGs). Exide employees have contributed more than
12,000 man-hours towards volunteering activities. Exide's leadership team has
committed to volunteering one day every quarter for CSR activities. The leadership
team's commitment towards CSR enables the fostering of a responsible culture across
the organisation's hierarchy as we continue to witness greater and greater
participation of our employees in CSR activities.
During the year, Exide was awarded the ‘Best Corporate in Medium
Corporate Category' at the prestigious 8th ICSI CSR Excellence Awards
2023. Your Company was also conferred a Special Jury award at the 2nd Social
Leadership Awards 2023, organised by The Bengal Chamber of Commerce and Industry.
Exide remains committed to contributing proactively and positively to
an equitable and developed future.
Business Excellence
Your Company is committed to maturing the TQM practice ahead of the
industry by integrating present and future business needs. It has taken focused measures
to scale up stakeholders' involvement and engagement in TQM initiatives. Over 4,500 Kaizen
improvements have been implemented during the year.
Manufacturing capability is centered around the capability of a direct
workforce; their involvement in the manufacturing excellence journey is key to success.
The Quality Circle initiative has been taken to all factories representing majority of
functions in the Company.
Exide practices TPM as a manufacturing excellence approach. There is an
enhanced focus on the lean approach, coupled with Six Sigma tools for resolving complex
issues. Functional practices aligned with the pillars of TPM are part of Exide's DNA.
The increased focus on impactful projects has contributed to improving your Company's
bottom line.
Certifications
Your Company has implemented International Standards across the
organisation. With new customer requirements coming up, Exide has implemented the
four-pillar requirements of the SMETA audit: Labour, Health and Safety, Environment, and
Ethics. Two factories—Haldia and Hosur—have completed the SMETA audit. These
factories are now members of Sedex, which is a requirement for supplies to key customers
globally.
Manufacturing centre of excellence (MCoEx)
Your Company has implemented a structured capability development
programme for workmen and management personnel. Five pillars have been identified which
are vital for the capability of the manufacturing team, namely:
1. Business excellence
2. EHS
3. Product and Process
4. Engineering, and
5. Digital
Your Company has created a proper MCoEx structure to organise the best
knowledge across these five pillars. Subject matter experts (SME) have been identified and
designated to play the role of SMEs. They contribute to the review of content and ensure
that emerging areas are well covered. Thirty modules have been identified and developed
during this financial year, and more than 2,00,000 hours of training have been imparted
under MCoEx. The modules have also been translated into regional languages for easy
absorption of the content. Over 200 trainers have been identified across factories
covering all the pillars. A series of ‘Train the Trainer' programmes have been
launched to scale up the competency of the trainers. To ensure the effectiveness of
training, ‘Technical Training Centre' facilities are reviewed and upgraded;
among the recently activated facilities are the Bawal and Ahmednagar Technical Training
Facilities (Gurukul).
Awards & Accolades
Best-in-class approaches, processes, and technology are a way of life
at Exide. For external benchmarking on capability, the Company significantly accelerated
the magnitude, pace, and focus by participating in various awards and recognition
programmes during the year under review. This has resulted in winning more awards during
the year than in previous years. For more details on awards, please refer to page no. 95.
Occupational Health, Safety and Environment
To reinforce our commitment to safety, Exide has embarked on a journey
to develop and implement 10 Golden EHS Rules. These rules serve as proactive measures to
address potential hazards and risks, safeguarding the well-being of our employees and the
integrity of our operations. They result from meticulously analysing past accident trends,
near misses, EHS audits, inspections, customer feedback, and ISO standards.
Your Company has allocated substantial resources to enhance safety
infrastructure and systems. It has also leveraged cutting-edge technologies to bolster the
safety initiatives. This includes integrating advanced monitoring systems, predictive
analytics, and digital platforms to pre-empt potential hazards and optimise safety
protocols.
Encouraging a culture of reporting incidents, near misses, and
potential hazards is crucial. Our robust incident reporting system allows for the timely
identification of risks and appropriate corrective actions. Thorough investigations are
conducted to determine root causes, and lessons learned are shared throughout the
organisation to prevent future occurrences.
We have an effective contractor safety management system that helps us
ensure compliance with safety and occupational health requirements. It includes
assessments, contractor training, clear communication of safety expectations, and regular
monitoring of contractor performance.
Risk Management
Exide recognise the importance of identifying and managing risks
effectively to ensure its business's resilience and sustainable growth. Regular
assessments of the risks inherent in our operations enable us to invest in initiatives to
minimise their impact proactively.
Risk management is a cornerstone of your Company's strategy,
underpinning the pursuit of long-term goals. Recognising the significance of identifying
and leveraging business opportunities and market trends, we have established a
comprehensive risk management framework. Exide's risk management framework has
matured over the years. This framework prioritises proactively assessing risks and
opportunities, enabling informed decision-making and fostering sustainable growth.
Our comprehensive risk management framework adopts a balanced approach,
integrating bottom-up and top-down perspectives. In response to the ever-evolving
landscape of risks, risk identification and prioritisation are accomplished through
continuous monitoring of the external business environment and internal risk factors,
including emerging risk areas.
The oversight of risk management is conducted through a four-level
governance structure comprising:
The Board of Directors,
The Risk Management Committee (RMC),
The Executive Committee (Ex-Comm), and
Heads of functions and process owners.
Our enterprise risk management framework is developed by incorporating
the best practices based on COSO and ISO 31000 and then tailored to suit our unique
business requirements. Key highlights of fiscal year 2024 include:
During the year, we have broadened the adoption of our integrated
Enterprise Risk Management (ERM) framework throughout the organisation, reinforcing our
risk management program and cultivating a more robust risk-aware culture. We have
conducted risk awareness training for various key functions across the Company and its
subsidiary and have validated risk management practices in alignment with ISO 31000 by a
reputable agency.
Your Company's risk management policy was reviewed during the year,
and necessary changes based on benchmarking of best practices were incorporated into the
policy. The Risk Management Policy of Exide is available on the Company's website at
the link: https://www. exideindustries.com/investors/governance-policies.aspx
The Company monitors various risks to its business, as outlined in the
Management's Discussion and Analysis section of this Integrated Annual Report. For more
details on our risk management framework, the key and emerging risks, and the Company's
mitigation strategies, please refer to page 48.
Auditors
Statutory Auditors and their report
BSR & Co. LLP, Chartered Accountants (Registration No:
101248W/W–100022), were re-appointed as Statutory Auditors of the Company at the
Annual General Meeting held on 22nd
September 2022, for a second term of five consecutive years till the
conclusion of the 80th Annual General Meeting of the Company.
Cost Auditors
Under Section 148 of the Act, read with the Companies (Cost Records and
Audit) Rules, 2014 (as amended), the cost records maintained by the Company in respect of
the products manufactured by the Company are required to be audited. Your directors, on
the recommendation of the Audit Committee, have appointed Mani & Co., Cost Accountants
(Registration no. 000004), to audit the cost records of the Company for the financial year
2024-25 at a remuneration of H 10,00,000/-(Rupees Ten Lakh only) plus out-of-pocket
expenses and taxes as applicable.
A resolution regarding the ratification of the remuneration payable to
Mani & Co., Cost Accountants, forms part of the Notice convening the 77th
Annual General Meeting of the Company.
Secretarial Auditors & their report
Under the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Anjan Kumar Roy & Co., Practising Company Secretaries (FCS: 5684/ CP
No:4557), to audit secretarial and other related records of the Company for the financial
year 2023-24. The Secretarial Audit Report is given as Annexure II.
Secretarial audit of material unlisted subsidiary Company
M/s Anjan Kumar Roy & Co., Practising Company Secretaries, had
undertaken a Secretarial audit of the Company's material subsidiary, Chloride Metals
Limited, for the financial year 2023-24. The Audit report confirms that the material
subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines
and that there were no deviations or non-compliance. As required under regulation 24A of
the SEBI Listing Regulations, the report of the Secretarial Audit is given as Annexure
IIA.
Annual secretarial compliance report
During the period under review, the Company has complied with the
applicable Secretarial Standards notified by the Institute of Company Secretaries of
India. The Company has also undertaken an audit for FY 2023-24, in line with SEBI circular
no. CIR/CFD/CMD/l/27/2019 dated 8th February 2019, for all applicable
compliances, in line with the SEBI Listing Regulations and circulars/guidelines. The
Annual Secretarial Compliance Report will be submitted to stock exchanges within 60 days
of the end of the financial year 2023-24.
Auditors' qualifications, reservations or adverse remarks or
disclaimers made
There are no qualifications, reservations or adverse remarks by the
statutory auditors in their report or by the Practising Company Secretary in the
secretarial audit report. The emphasis on the matter and the key audit matters paragraphs
are self-explanatory and require no clarification.
No instances of fraud were reported by auditors under Section 143(12)
of the Act during the year.
Business Responsibility & Sustainability Report
Exide is committed to pursuing its business objectives ethically,
transparently, and with accountability to all its stakeholders. We believe in
demonstrating responsible behaviour while adding value to society and the community and
ensuring environmental well-being from a long-term perspective.
Under Regulation 34(2)(f) of SEBI Listing Regulations, the Business
Responsibility & Sustainability Report (BRSR) for the FY 2023-24 is given in Annexure
III.
The current financial year marks the first year of the Company's
transition towards Integrated Reporting (IR), focusing on the ‘capital approach'
of value creation. The first Integrated Annual Report includes the Company's
performance as per the IR framework for the period 1st April 2023 to 31st
March 2024. The Company has also provided the requisite mapping of principles of the
National Guidelines on Responsible Business Conduct to fulfil the requirements of the BRSR
as per SEBI's directive, as well as guidelines for integrated reporting and the
Global Reporting Initiative (GRI). The Report, which forms a part of the Integrated Annual
Report, can, along with all the related policies, also be viewed on the Company's
website: https:// www.exideindustries.com/investors/annual-reports.aspx.
Corporate Governance
Transparency is the cornerstone of Exide's philosophy, and your
Company adheres to all corporate governance requirements in letter and spirit. All the
Committees of the Board of Directors meet regularly as required in terms of SEBI Listing
Regulations. The Board of Directors has taken the necessary steps to ensure compliance
with statutory requirements. The Company's Directors, Key Management Personnel, and Senior
Management Personnel have complied with the approved ‘Code of Conduct for Board of
Directors and Senior Management Personnel'. According to schedule V of the SEBI
Listing Regulations, a declaration to this effect, signed by the Managing Director and CEO
of the Company, forms part of the Annual Report.
The Report on Corporate Governance, as required under Regulation 34(3),
read along with Schedule V of the SEBI Listing Regulations, is given in Annexure-IV.
The Auditors' Certificate on compliance with corporate governance norms is also
attached to this Report. Furthermore, as required under regulation 17(8) of the SEBI
Listing Regulations, a certificate from the Managing Director & CEO and
Director-Finance & CFO is annexed to this Report.
Internal Financial Controls
The Company has designed and implemented a comprehensive Internal
Financial Control system over financial reporting to ensure that all transactions are
authorised, recorded, and reported correctly and promptly.
Your Company's Financial Statements are prepared based on
Significant Accounting Policies carefully selected by Management and approved by the Audit
Committee and the Board. These Accounting policies are reviewed and updated from time to
time.
Your Company uses SAP S/4 Hana, an ERP System, to maintain its Books of
Account. The transactional controls built into the ERP System ensure appropriate
segregation of duties, an appropriate level of approval mechanisms, and maintenance of
supporting records. Your Company has detailed work instructions, Standard Operating
Procedures, Policies, Processes, and Manuals that list roles, responsibilities, and
required actions, which are periodically reviewed by Management.
The adequacy of internal control systems is assessed through reviews
conducted by the Internal audit, statutory auditor, and management. The Audit Committee
collaborates with these entities to identify weaknesses or deficiencies and recommends
improvements to the management, ensuring effective implementation.
The internal financial controls have been assessed during the year
under review, considering the essential components of internal controls stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
The Institute of Chartered Accountants of India. Based on the results of such assessments
by the Management, no reportable material weakness or significant deficiencies in the
design or operation of internal financial controls were observed. After checking the
effectiveness of these controls, statutory auditors have issued an unqualified report.
On the strength of these controls and systems, your directors, to the
best of their knowledge and belief and according to the information and explanations
obtained by them, state that your Company's internal control systems are commensurate
with its size and scale of operations and that they are designed to provide reasonable
assurance that the Company's financial statements are reliable and prepared according
to the law.
To continually improve these internal controls, the Company has
established a well-defined system of internal audits to review and strengthen them
independently.
Vigil mechanism/whistle-blower policy
Exide has a whistle-blower policy that offers a formal mechanism for
its directors, employees, and other stakeholders to report genuine concerns about
unethical behaviour, actual or suspected fraud, or violation of the Company's Code of
Conduct by the provisions of the Act, read with the Companies (Meeting of Board and its
Powers) Rules, 2014, and SEBI Listing Regulations. It contains a reporting mechanism, how
all reported concerns are dealt with, the confidentiality of the investigations and
processes, protection of the whistle-blower against any retaliation, guidelines for
retention of records during the investigation/ reporting of the case, etc.
It provides direct access to the Chairperson of the Audit Committee in
appropriate or exceptional cases. To ensure that the policy is adhered to and to assure
that the concern will be acted upon seriously, the Company:
ensures that the Whistle Blower and/or the Whistle Officer is not
victimized for doing so.
treats victimisation as a serious matter, including initiating
appropriate action on such persons.
ensures complete confidentiality.
takes appropriate action, if anyone destroys or conceals evidence
of the Protected Disclosure made / to be made.
provides an opportunity of being heard to the person involved,
especially to the Subject.
Your Company investigates any incident that is reported and takes
suitable action in line with the whistle-blower policy. It is affirmed that no Company
personnel were denied access to the Audit Committee, which oversees the vigil mechanism.
The policy is available on the website:https://www.
exideindustries.com/investors/governance-policies.aspx
Prevention of sexual harassment in the workplace
Exide has zero tolerance for sexual harassment in the workplace and has
adopted a policy on prevention, prohibition, and redressal that is in line with the
provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (‘the Act') and Rules thereunder.
It is committed to providing equal opportunities to all employees regardless of race,
caste, sex, religion, colour, nationality, disability, etc.
The Company has complied with provisions relating to the constitution
of an Internal Complaints Committee. The Apex Internal Committee conducts meetings
regularly for updates and awareness-building measures regarding the policy and provisions
of the Act.
The Company has formulated and circulated to all employees the Policy
on preventing sexual harassment at the workplace, which provides for a proper mechanism
for redressal of sexual harassment complaints. Workshops were organised for the Internal
Apex and Regional Committee members to understand their role as committee members and
comprehend the provisions of the Act in detail.
Awareness programmes were organised for all employees to ensure that
they are fully aware of the aspects of sexual harassment and the redressal mechanism. All
employees across the organisation have access to online e-learning modules on the
prevention, prohibition, and redressal of sexual harassment in the workplace.
During the financial year 2023-24, one complaint was reported, which
was properly investigated and appropriate action was taken. At the end of FY 2023-24, no
complaint was pending.
Annual Return
In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company is available on the Company's website at the link:
https://www.exideindustries. com/investors/annual-reports.aspx.
Directors and Key Managerial Personnel
Under the provisions of Section 152 of the Companies Act, 2013 and in
terms of the Articles of Association of the Company, Mr Asish Kumar Mukherjee (DIN
00131626) retires by rotation at the forthcoming Annual General Meeting and, being
eligible, offers himself for re-appointment. The proposal regarding his re-appointment is
placed for approval by the Shareholders.
Mr Subir Chakraborty, (DIN: 00130864), after a long and illustrious
association of over 27 years, superannuated from the services of the Company upon
completion of his tenure on 30th April 2024 as a Whole-Time Director,
designated as Managing Director & CEO. Consequently, he has also stepped down from the
Board as a Director w.e.f close of the business hours of 30th April 2024. The
Directors placed on record their deep appreciation of the invaluable contribution he made
to the growth and success of the Company during his tenure on the Board.
The Board of Directors of the Company, on the recommendation of the
Nomination and Remuneration Committee, at its meeting held on 30th April 2024
has appointed Mr Avik Kumar Roy, Whole-Time Director (DIN: 08456036) as the Managing
Director & CEO of the Company for a period of three years w.e.f. 1st May
2024. Mr Roy joined the services of the Company on 2nd January 2019 as
"President- Industrial". Later on, the Board of Directors, at its meeting held
on 29th April 2021, appointed him as the Whole-Time Director of the Company,
designated as Director-Industrial, with effect from 1st May 2021. A resolution
proposing his appointment as Managing Director & CEO with effect from 1st
May 2024 will be placed at the ensuing Annual General Meeting for the approval of the
Shareholders.
The term of office of Mr. Arun Mittal as
"Director-Automotive" expired on 30th April 2024. Consequently, he
has also stepped down from the Board as a Director w.e.f. close of business hours of 30th
April 2024.
Necessary information under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and Secretarial Standard 1 (SS-1) issued by
the Institute of Company Secretaries of India (ICSI) regarding directors to be appointed
and re-appointed at the forthcoming Annual General Meeting is given in the Annexure
to the Notice convening the Annual General Meeting.
None of your Company's directors is disqualified from being appointed
as directors, as specified in Section 164(1) and Section 164(2) and Rule 14(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014.
During the year under review, the following directors/executives served
as Key Managerial Personnel of the Company:
Mr Subir Chakraborty, Managing Director & CEO
Mr Asish Kumar Mukherjee, Whole-Time Director (Director-Finance
& CFO)
Mr Arun Mittal, Whole-Time Director (Director-Automotive)
Mr Avik Kumar Roy, Whole-Time Director (Director-Industrial)
Mr Jitendra Kumar, Company Secretary & President- Legal &
Corporate Affairs
Declaration of Independence
In line with Section 149(7) of the Act, each independent director has
confirmed to the Company that he or she meets the criteria of independence laid down in
Section 149(6) of the Act and complies with Rule 6(3) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and regulation 16(1)(b) of the Listing
Regulations. There has been no change in the circumstances affecting their status as
independent directors of the Company. Furthermore, they have affirmed compliance with the
code of conduct for independent directors as prescribed in Schedule IV of the Companies
Act 2013.
Board evaluation
Under the provisions of the Act and SEBI Listing Regulations, the
Independent Directors evaluated the performance of the Board as a whole, as well as the
Chairman and the Non-Independent Directors. This exercise was carried out following the
Company's Nomination and Remuneration Policy within the framework of applicable laws.
The Board carried out an annual evaluation of its performance and also
evaluated the working of its committees and individual directors, including the Chairman
of the Board. The performance evaluation of all the directors was carried out by the
Nomination and Remuneration Committee. The questionnaire and the evaluation process were
reviewed in line with the SEBI guidance note on Board evaluation dated 5th
January 2017 and suitably aligned with the requirements.
The purpose of the Board's evaluation is to achieve consistent
improvements in the Company's governance at the Board level with the participation of all
concerned in an environment of harmony. The Board acknowledges its intention to establish
and follow ‘best practices' in Board governance to fulfil its fiduciary
obligations to the Company. The Board believes that the evaluation will lead to a closer
working relationship among Board members, greater efficiency in using the Board's
time, and increased effectiveness as a governing body.
While evaluating the performance and effectiveness of the Board,
various aspects of the Board's functioning, such as adequacy of the composition and
quality of the Board, time devoted by the Board to the Company's long-term strategic
issues, the quality and transparency of Board discussions, and execution and performance
of specific duties, obligations, and governance were taken into consideration. Committee
performance was evaluated on their effectiveness in carrying out respective mandates,
composition, the effectiveness of the committees, the structure of the committees and
meetings, independence of the committee from the Board, and its contribution to decisions
of the Board. A separate exercise was carried out to evaluate the performance of
independent directors, including the Chairman of the Board, who were evaluated on
parameters such as level of engagement and contribution to Board deliberations,
independence of judgement, safeguarding the interests of the Company, focus on the
creation of shareholder's value, ability to guide the Company in key matters,
attendance at meetings, etc.
Considering the Company's success in most spheres and the value
delivered to all its stakeholders, the Directors have been diligent, sincere, and
consistent in performing their duties. The Directors expressed their satisfaction with the
evaluation process.
Nomination & Remuneration Policy
Following the provisions of Section 178(3) of the Act and the SEBI
Listing Regulations, Exide has a Nomination and Remuneration policy in place. The
objectives and key features of this Policy include:
Formulation of the criteria for determining qualifications,
positive attributes of Directors, Key Managerial Personnel (KMP), Senior Management
Personnel and also the independence of independent directors;
Aligning the remuneration of Directors, KMPs and SMP with the
Company's financial position, remuneration paid by its industry peers, etc.;
Performance evaluation of the Board, its committees and Directors,
including independent directors;
Ensuring Board diversity;
Identifying persons who are qualified to become Directors and who
may be appointed to senior management in line with the criteria laid down; and
Directors' induction and continued training.
The policy was amended on 30th April 2024 to make it more
comprehensive, addressing all aspects of the scope and workings of the Nomination and
remuneration committee. The changes majorly covered guidelines on succession planning,
clawback provisions, remuneration metrics, board diversity, Directors & Officers
Liability Insurance, etc., as they will contribute to greater corporate effectiveness and
governance.
The Nomination and Remuneration Policy is available on the
Company's website under the link:https://www.exideindustries.
com/investors/governance-policies.aspx
Meetings
The Board meets regularly to discuss and decide on Company/ business
policy and strategy apart from other business items. The Board exhibits strong operational
oversight with regular presentations by business heads to the Board. The board and
committee meetings are pre-scheduled, and a tentative annual calendar of board and
committee meetings is circulated to the directors well in advance to help them plan their
schedule and ensure meaningful participation in the meetings.
During the year under review, five (5) Board meetings and six (6) Audit
Committee meetings were convened and held, the details of which are given in the Corporate
Governance report. The intervening gap between the meetings was within the period
prescribed under the Companies Act 2013. The Corporate Governance report details the
constitution of the Board and its Committees.
Compliance with the Code of Conduct for the Board of Directors and
Senior Management Personnel
All Directors and senior management personnel have affirmed compliance
with the Code of Conduct for the Board of Directors and Senior Management Personnel. A
declaration to that effect is attached to the Corporate Governance report.
Compliance with Secretarial Standards on Board and Annual General
Meetings
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
Listing
The equity shares continue to be listed on the BSE Limited (BSE), the
National Stock Exchange of India Limited (NSE), and The Calcutta Stock Exchange Limited
(CSE). The Company has paid the annual listing fee for FY 2023-24 to the BSE, NSE, and
CSE.
Particulars of contracts or arrangements with related parties
All related-party transactions (RPT) entered during the financial year
were conducted in the ordinary course of business and on an arms-length basis. The
Company, during the year, has not entered into any materially significant related-party
transactions with promoters, Directors, key managerial personnel, or other persons that
may have had a potential conflict with the Company's interests.
All related-party transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is also obtained from the Audit Committee
for repetitive related-party transactions that can be foreseen. The required disclosures
are accordingly made to the Audit Committee every quarter regarding their omnibus
approval.
Under regulations 23(5) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015, as amended, approval of the Audit Committee is not
applicable for the RPTs entered into between a holding Company and its wholly-owned
subsidiary, and RPT entered into between two wholly owned subsidiaries of the listed
holding Company, whose accounts are consolidated with such a holding Company and placed
before the shareholders at the general meeting for approval. Since most Company
transactions are with its subsidiaries, omnibus approval of the Audit Committee is
obtained for such transactions and is reviewed quarterly as a measure of good corporate
governance.
The policy on the materiality of related-party transactions and on
dealing with related-party transactions is in line with SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015, as amended, and is uploaded on the website
under the link: http:// www.exideindustries.com/investors/governance-policies.aspx
The disclosure of material related-party transactions is required to be
made under Section 134(3)(h) read with Section 188(2) of the Act and rule 8 (2) of the
Companies (Accounts) Rules, 2014 in Form AOC 2. As a result, related-party transactions
that, individually or taken together with previous transactions during a fiscal year,
exceed rupees one thousand crore or ten per cent of the annual consolidated turnover as
per the last audited financial statements, whichever is lower, and were entered into
during the year by the Company are included as Annexure V to this Report. These
transactions are with a wholly-owned subsidiary in the ordinary course of business and on
an arm's length basis, which do not require shareholder's approval under the
fifth proviso of Section 188(1) of the Act and regulation 23(5) of SEBI Listing
Regulations.
Your Directors draw your attention to notes to the financial statements
that set out related-party disclosures.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the ‘going concern' status and the Company's
operations in the future
No significant material orders passed by the regulators/courts/
tribunals would impact the Company's ‘going-concern' status and future
operations. However, members' attention is drawn to the statement on contingent
liabilities and commitments in the notes forming part of the financial statements.
Conservation of energy, technology absorption, and foreign exchange
earnings and outgo
Information under clause (m) of sub-section (3) of Section 134 of the
Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure VI.
Particulars of Employees
The information required under Section 197, read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect
of employees of the Company, will be provided upon request. In terms of Section 136 of the
Act, the report and financial statements are being sent to Members and others entitled
thereto, excluding the information on employees' particulars, which will be available
for inspection up to the date of the AGM. Members can view such information by sending an
email to cosec@exide.co.in.
Further, we confirm that no employee employed throughout the financial
year or part thereof received remuneration in the financial year that, on the aggregate,
was more than that drawn by the Managing Director and Whole-Time Directors and holds by
himself or along with his spouse and dependent children more than 2 per cent of the equity
shares of the Company.
The Managing Director and CEO, and Whole-Time Directors of the Company
have not received any remuneration or commission from any of the subsidiary companies.
Particulars of employees under Section 197 of the Act, read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
are given in Annexure VII.
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3) (c) of the Act:
That, in the preparation of the annual financial statements, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are reasonable and
prudent 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 of the Company for that period;
That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in line with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
That the Directors have prepared the annual accounts on a
going-concern basis;
That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively, and
That systems to ensure compliance with the provisions of all
applicable laws were in place, adequate, and operating effectively.
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 due to new information, future events, or otherwise. Actual results, performance,
or achievements may 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 on their dates. This Report should be read
with the financial statements and notes included herein.
Acknowledgement
Your Directors would like to record their appreciation for the enormous
personal efforts and collective contribution of all employees to the Company's
performance. They would also like to thank the Company's customers, employee unions,
shareholders, dealers, suppliers, bankers, government agencies, and all stakeholders for
their cooperation and support, and their confidence in the management.
|
On behalf of the Board of Directors |
|
Sd/- |
Sd/- |
|
Bharat D Shah |
Subir Chakraborty |
| Place : Mumbai |
Chairman |
Managing Director & CEO |
| Date : 30th April 2024 |
DIN: 00136969 |
DIN: 00130864 |
|