Exide Industries Ltd
Directors Reports
#MDStart#
MANAGEMENT DISCUSSION & ANALYSIS
We are pleased to present the 76th Annual Report of
your Company together with the Audited Financial Statements for the year ended 31st March
2023
Economic Environment
Global Economic Overview
The global outlook remained uncertain with the financial sector under
stress, stubborn inflation, and the continuation of the Ukraine war, apart from the
residual effects of three years of COVID. According to the IMF, "The baseline
forecast is for growth to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before
settling at 3.0 percent in 2024." In 2022, the rapid spread of COVID-19 in China, and
Europe's food and energy crises, further exacted a heavy toll on world economic
activity. The negativity affected consumer and investor confidence, which further
pressured the global economy's near-term growth prospects.
The slowdown is particularly noticeable in the advanced economies which
contribute majorly to global demand. Growth is expected to plummet from 2.7 percent in
2022 to 1.3 percent in 2023. If conditions worsen this could fall below 1 percent, says
the IMF report.
On the positive side global inflation is likely to
abate in the coming months, though energy and food prices were yet to show any major
respite. Economic activity has been improving since the third quarter of 2022, with some
rebound in household consumption and a pick-up in business activity. The opening of the
Chinese economy towards the end of the year also paved the way for recovery in demand. As
the remaining headwinds are mainly in the Western world, global growth is projected to
be held up by the Asian economies. In 2022, emerging markets and developing economies
achieved a growth rate of approximately 4%, contributing significantly to overall global
growth. In the coming year, these regions are expected to continue bolstering the global
economy by sustaining a growth rate of 3.9%.
Several counter countermeasures are underway to prevent further
downtrend in growth. Sustained wage rise and Government's push to boost pent-up
demand in large economies may gradually drive consumer demand while reducing supply
constraints. This, in turn, should curb inflation and minimise the need for additional
interest rate hikes, thereby supporting growth. On the political front, the cessation of
the Ukraine war will give a significant boost to the world economy. Greater cooperation
among countries would ease the road to recovery.
Indian Economic Overview
India appeared to be the bright spot in a struggling world economy
retaining its position as the world's fastest-growing major economy in the financial year
(FY) 2022-23. The country clocked a real gross domestic product (GDP) growth rate of 7.2
percent as per the estimate of the Central Statistical Organisation (CSO), backed by
strong investment activity, the Government's capex and infra push, and buoyant
private consumption, particularly among higher-income earners.
The Indian economy demonstrated remarkable resilience, which is
reflected in a rebound in post-pandemic consumption, increased economic activity, and a
resurgent service sector. The Government of India's initiatives for driving infrastructure
investments have also facilitated growth.
While post-COVID private investment recovery is still at a nascent
stage, there are early signals indicating that India is poised for a stronger investment
upcycle in both manufacturing and services sectors. The number of private investment
projects underway in the manufacturing sector has been steadily growing over the years.
The GST collection for FY 2022-23 has increased by 22% compared to last year.
Outlook for the Indian Economy
Backed by its strong fundamentals, the Indian economy is in a sweet
spot to witness sustained growth in the years ahead. As per the Economic Survey presented
in parliament in January 2023, India is expected to witness a 6.0-6.8 percent GDP growth
rate in FY 2023-24. Multiple international and domestic agencies forecast India's GDP
growth to be in the range of 6.0%-7.0% for FY 2023-24.
The growth drivers will continue to be private consumption and
investment, supported by favourable Government policies focused on improving
infrastructure, and the business and banking ecosystem. India is optimistic about its
future prospects because of its macroeconomic stability as well as its growing economic
and political prominence on the international stage. On 1st December 2022, India assumed
the presidency of the G20 forum taking over from Indonesia. As an emerging economic
powerhouse, it is expected that India will take on other crucial roles in the coming
years.
High-frequency indicators, including GST collections, railway and air
traffic, electronic toll collection, the volume of e-way invoices, etc., point towards a
strong economic recovery. Increasing UPI transactions and a higher credit demand also
indicate sustained expansion. However, the key risks to the growth rate can be a slowdown
in the global economy if the geopolitical situation becomes further tense or persistent
high inflation leads to an increase in interest rates by central banks of major countries.
Multiple international and domestic agencies forecast India's GDP
growth to be in the range of 6.0%-7.0% for FY 2023-24
Industry Structure & Development
After a couple of years of lacklustre performance induced by the
pandemic, the tide has largely turned in favour of the automotive industry and brought
cheer to the Original Equipment Manufacturers (OEMs). Even last year, apart from the
lingering threat of a new Covid variant, Omicron, the industry continued to face headwinds
owing to the global semiconductor shortage. These anxieties now appear to have eased out
to a large extent, and the industry is looking at a phase of sustained growth. The trend,
however, is not equal across verticals: while some are set to soar higher, others still
have to deal with challenges such as price hikes, rising operating expenses, and financing
costs.
Upbeat consumer sentiment, increased mobility, new launches, and easing
supply-side constraints are driving demand for passenger vehicles. According to the
Society of Indian Automobile Manufacturers (SIAM), passenger vehicles registered the
highest-ever domestic sales in 202223, surpassing the previous peak of 2018-19. Commercial
vehicles too did well coming close to the previous sales peak of 2018-19. 3-wheelers
gained traction compared to the past two years, though sales are yet to reach the pre-
Covid levels. It is only in 2-wheelers that the growth failed to keep pace with other
automobile segments.
Overall, domestic sales of passenger vehicles recorded a growth of
about 27% during the year under review compared with 13% growth in the previous year. The
commercial vehicles segment saw a growth of over 34% this year against a growth of 26%
last year. 3-wheeler domestic sales grew by 87% compared to a 19% growth during the
previous year. 2-wheeler sales increased by about 17% compared to a de-growth of 11% last
year. SIAM believes that positive policy initiatives will help the industry to continue
with its growth momentum.
Company Performance
While the year 2022-23 saw recovery from COVID-19, multiple complex and
interconnected challenges such as inflation, slowdown in global economic growth, and
geopolitical tensions affected businesses in different ways. We are however pleased to
state that Exide steered through the challenges and remained focused on delivering value
to its stakeholders. In this journey, we have also been blessed with continued support
from customers who have trusted our brands and value proposition over the decades.
Automotive Division
As the year under review was free from pandemic-related mobility
restrictions that marked the preceding two years, the demand from both OEM and the
aftermarket rebounded sharply. Exide was well positioned to tap the resulting
opportunities, successfully leveraging its long-standing relationship with OEMs to expand
market share with both 4-wheeler and 2-wheeler manufacturers, despite stiff competition.
Market share gains in the OEM market, along with the growth of domestic vehicle
production, gave us sizeable volume expansion in this vertical.
The digital transformation in Exide's aftermarket business over
the last few years has started paying dividends by enabling micro-market level visibility.
Today the sales team can monitor real time data on primary and secondary sales in a
specific area to determine sharper strategies -- widening the gap with competition and
reinforcing our leadership across segments. With clearer visibility of performance -- both
across input factors that drive sales and output parameters that measure outcome -- there
is also better focus on the task at hand.
Dealers, distributors and other channel partners also enjoy greater
transparency and tools to enable growth for their businesses. Hyperlocal marketing
initiatives further help our channel partners draw more customers. In media terms brand
awareness and promotions across a variety of digital platforms continue to be the focus
area for drawing customers. The post-Covid resurgence of traditional media like cinema is
also being effectively used to supplement brand-building initiatives wherever required.
Leveraging our understanding of emerging trends, we continued to build
on our product offering. This included cementing the first-mover advantage in critical
segments such as batteries for hybrid vehicles with our Exide Mileage ISS & SF HybridX
range of batteries.
Market share gains in the OEM market and growth in domestic vehicle
production, gave us sizeable volume expansion
Exports
Globally, key automotive markets were impacted by geopolitical
tensions, appreciation of the US dollar, imposition of anti-dumping duty in Gulf
Cooperation Council (GCC) countries and the slowdown of demand from North America and some
other markets. Despite these challenges, Exide remained focused on expanding the export
footprint of automotive batteries.
To drive exports, the Company is focusing on strengthening presence in
key markets, expanding its distributor base, exploring new product options, private
labelling, and contract manufacturing.
The team has been able to steer through the logistical challenges and
cater to the requirement of global channel partners successfully. Our personnel in
overseas markets continue to play a key role in staying connected with the customers and
addressing market requirements on a war footing.
We are pleased to state that we have been able to make inroads into the
Russian market where we are well poised to take advantage of power storage demand in the
next year.
There has been outstanding growth in Southeast Asia, which we could
fully exploit due to our strategic geographical location.
Sales in the Middle East and the USA were stressed. Antidumping duties
were imposed in the GCC countries, stifling demand. However, we have been able to retain
our business volume by introducing new products. In the US market, we are trying to regain
our volume of business through aftermarket retail chains.
After-Sales Service
After-sales service plays a pivotal role in augmenting the Exide brand
equity. With rising sales in recent years, the service team's responsibility has
widened, and it is fully geared to meet the expectation of our customers. Apart from
regular services, Exide has launched several service initiatives during the year with the
objective of greater responsiveness to customer demands and to enhance customer delight.
In the last year, initiatives such as annual maintenance contract (AMC) for inverter
batteries and HUPS, dealer empowerment programs, were added to the services list. The
launch of AMC for inverter batteries and HUPS has helped Exide gain popularity among
customers, apart from generating revenue.
In the year under review we have adopted a dynamic tertiary model,
enabling dealers to take faster decisions on battery servicing by either directly
empowering them or by tagging them to the nearest empowered dealers. A journey cycle plan
for service engineers and Regional Service Heads to meet dealers regularly is another step
introduced during the year.
In keeping with Exide's ‘customer first' approach, we
have launched several marketing initiatives over the years, of which Exide Batmobile
Doorstep Service is a runaway winner. This service is now also available for all Inverter
battery and HUPS customers. It offers a free pick-up-and-drop facility for end- customers
and facilitates the purchase of new batteries. Under this unique service scheme, a
customer needs to simply send a message to a dedicated WhatsApp number (700440 00000) and
the service team provides quick on-site help. In line with our service goals, we have also
reached out with a superior service model for upcountry customers to reduce turnaround
time across the country.
We have adopted a dynamic tertiary model, enabling dealers to take
faster decisions on battery servicing
Outlook
The Indian automobile industry was into a deep structural slowdown even
before the Covid-19 pandemic started and was further impacted by the pandemic. However,
the tide has finally turned in favour of the industry in 2022-23. During the year, the
passenger vehicles segment posted its highest ever domestic sales, while commercial
vehicles posted the 2nd highest domestic sales. Although domestic sales of 3-wheelers
remain below pre-Covid levels, they grew by 87% over the previous year.
Strong automobile sales augur well for your Company as higher vehicle
sales not only help the OEM business but also expand the aftermarkets in years to come. As
your Company has a dominant presence in the aftermarket and enjoys strong customer
loyalty, we are well-positioned to tap the opportunities. In 2023, the India
Meteorological Department (IMD) has predicted ‘above-normal maximum
temperatures' in most parts of the country, which is expected to drive the demand for
inverter batteries, HUPS, and Integra, our integrated inverter with lithium-ion
technology.
In the year under review, our OEM business has further consolidated
Exide's leadership position by enhancing market share. We expect to continue our
strong relationship with OEMs.
In the Trade market, our strategy is to consolidate the leadership of
Exide and strengthen our distribution reach as well as strength of our other two brands -
‘SF Batteries' and ‘Dynex'. We believe that the strategic initiatives
undertaken for these brands will bolster our dominance of the trade segment in the coming
quarters.
From all indicators, it appears that the worst is over for the
automotive battery vertical. Exports, which faced headwinds in multiple geographies, are
poised for strong growth from here on. Besides recovery in our existing markets, the new
geographies that we have added to our list will help to generate additional business.
Higher vehicle sales not only help the OEM
business but also expand the aftermarkets in years to come
Opportunities and Threats
In 2021, India was the largest manufacturer of 2-wheeler and 3-wheeler
vehicles, and the world's fourth-largest manufacturer of passenger cars. In December
2022, the country became the 3rd largest automobile market, surpassing Japan and Germany
in terms of sales. In 202223, the automobile industry touched two key milestones in terms
of highest-ever passenger vehicle sales and second- highest commercial vehicle sales ever.
Therefore, we believe that the demand for lead-acid batteries will remain strong in the
foreseeable future for both OEMs and aftermarkets. Our manufacturing plants and supply
chain are fully equipped to cater to the growing demand.
In Electric Vehicles (EVs) too, a 12-volt Lead Acid Battery is required
to operate lights, audio system, and other equipment, which we are supplying to EV
manufacturers. Therefore, we do not see any immediate threat to our lead- acid battery
business.
However, competition is intensifying in lead acid batteries, especially
in the inverter segment. A number of competitors have emerged who have invested heavily in
brand building and distribution to make market inroads. Exide is countering competition
with product innovations - as demonstrated by the launch of ‘Exide Integra', the
integrated inverter with lithium-ion technology and hi-tech features, conveniences, and
looks. We are also reinforcing our brand equity to build a gap with competitive brands.
Risk Mitigation
We take several steps to mitigate various risks that arise in the
natural course of business. We believe that data plays a key role in identifying emerging
risks and therefore, it is necessary to get real-time data across business functions. We
have therefore continued to make investments in deepening digitization of the business
processes across functions in order to fetch real-time data for agile decision-making.
We are also making a comprehensive effort towards manufacturing cost
reduction as we constantly strive to maintain cost competitiveness. Over the past year, we
have made the supply chain leaner and streamlined logistical operations to reduce costs.
We have also adopted predictive modelling and are following a leaner inventory model.
In the overseas market, we are launching new product variants in order
to mitigate regulatory risks. At the same time, we are entering new markets such as
Russia, Europe, and North America in order to mitigate geopolitical and commercial risks
affecting opportunities in specific locations.
We believe these initiatives are helping your Company to minimize the
impact of uncertainties and to achieve its planned business objectives.
Industrial Division
The year under review was a year characterised by strong demand across
all the end-market verticals of Exide's Industrial Division. External headwinds in
the form of input cost inflation and geopolitical tensions impacted margins and overseas
demand but, with domestic demand remaining strong, profits rebounded as these headwinds
eased and the business delivered on all fronts.
The Uninterrupted Power System (UPS) vertical, which is the largest
business vertical of the Industrial Division, registered robust growth over last year. The
Trade demand reflected the rising requirement for critical power backup in the country.
The OEM business also contributed significantly toward the numbers due to rising demand as
the overall economic activity continued to improve. The UPS business vertical continues to
be our nucleus of strength, driven by a diversified portfolio, continuous product/ process
innovations, and backed up by our strong sales and service network across India.
In 2022, the renewable energy industry thrived as India's energy
transition efforts were encouraged by the rapid decline in the cost of generating solar
and wind energy. Coupled with the enabling policy ecosystem this has accelerated green
energy investments. The industry, however, experienced significant headwinds throughout
the year, due to the implementation of basic customs duty, leading to higher imported
component prices. Our Solar vertical saw strong revenue growth in this financial year,
aided by increasing sales of our Solar Power Generation System (SPGS) combination
comprising Solar Battery, PV Panel Solar Hybrid Inverter/ Charge Controller.
The year 2022 witnessed the much-awaited launch of 5G services in India
at the India Mobile Congress, which opened new opportunities in several sectors. From
manufacturing, healthcare, and augmented entertainment to smart city projects, 5G holds
the promise of truly transforming connectivity. This directly translated into higher
demand for our Telecom batteries, especially towards the end of the financial year when 5G
implementation reached full swing. As a result, our Telecom vertical posted doubledigit
growth for the year under review.
In the Infrastructure vertical, Exide achieved its best- ever results
on the back of robust public spending. The Company remains the undisputed leader with
unparalleled dominance in the infrastructure batteries market. Orders, which were delayed
by the pandemic, are now being executed and the vertical will shortly reach pre-Covid
revenue status. Net margins were satisfactory as we were able to pass on the raw material
cost increases to the customers.
Exide makes motive power batteries for forklifts and other material
handling equipment in its Traction vertical. This year we registered significant growth in
both OEM and replacement market. Growth in warehousing and Third Party Logistics (3PL)
markets also contributed to the demand for motive power. In the next financial year, our
traction battery portfolio will be enriched by two new introductions. The first is
Opportunity Rapid Charge (ORC) traction batteries, which utilize rapid charging to
facilitate two-shift operations with a single battery. The second is Exide's
high-performance traction batteries which boast of a very high service life setting a new
industry benchmark. These two new additions will supplement our existing portfolio of
conventional Gen X batteries.
The Company also reported double-digit growth in the Railways vertical,
owing to rapid execution of the orders since activities resumed after the pandemic.
Industrial Exports
Exide has been able to register appreciable growth in exports, despite
bumps on the road due to the slowdown in Europe as an aftermath of the Russia-Ukraine war,
followed by the winter recession. We have achieved this growth by mining existing accounts
in South Korea, Italy, Portugal, and Australia. The Company has embarked upon a detailed
reach-out plan in the Traction vertical for customers in Europe and is adding multiple
destinations with the same customers to have a wider spread of availability in the region.
Efforts are also being made to enrich the product portfolio while offering complete
battery solutions with ORC batteries.
In Standby batteries, Exide has achieved impressive allround growth
with particular success in West Asia and Middle East. We have made inroads in Europe and
continue to pitch our products in these markets. The Company has also initiated the
approval process in power companies in the Middle East to gain a foothold in this sector.
To summarise, the year recorded a healthy performance that stands out in the backdrop of
the lacklustre macro environment.
Going forward, we will continue our extensive outreach program for
Traction batteries in Europe and the regions mentioned above. We expect the export market
to remain on an upward trajectory. Similarly, the Standby battery vertical is also likely
to witness significant growth owing to new customers and rising demand in the Middle East
and West Asia.
Outlook
The year-on-year growth registered in the IUPS business is testimony to
the successful strategies implemented by the business vertical through improved portfolio
management and go-to-market alignment. With an expected increase in Government and private
spending on infrastructure projects during the run-up to the 2024 elections, we expect to
continue our growth trajectory in IUPS business in the coming financial year. Going
forward, the IUPS business is increasing its array of products, offering a comprehensive
range along with exceptional customer experience.
The Solar vertical has diversified its portfolio by adding the AGM VRLA
product range, which will fill the whitespace for maintenance-free solar batteries in the
market.
This year we launched Exide SUNDAY Rooftop Solar Solutions (RTSS),
offering a first-of-its-kind 5-year comprehensive warranty. The warranty covers all
components of the system to provide a hassle-free brand experience to customers. The
highlight of this solution is the fully digital customer journey, right from the first
enquiry through planning, and until installation. The initial market feedback to RTSS has
been encouraging and we plan to scale up this business. To this end, we have launched a
digital campaign, consisting of a series of ads that introduce our Exide Sunday concept to
the customers with compelling reasons to consider Exide SUNDAY Rooftop Solar Solutions.
The campaign is on popular platforms like YouTube, Google & Facebook (Meta) to drive
awareness and generate demand.
In the Infrastructure space, Exide expects to scale new heights in the
next year. For the Power vertical, this expectation is based on the strength of large
orders expected from nuclear power plants and thermal power plants The ‘Make in
India' government policy has provided additional tailwinds for us in this sector.
In the Projects vertical, substantial orders from metro railways
combined with Plante orders from the defence establishment will drive growth. Another
growth driver is the flooded batteries required for signalling and telecommunications in
the Indian Railways, which we have been able to re-enter after a 5 year hiatus.
As rural teledensity keeps improving and 5G services get rolled out in
more and more cities, the Telecom vertical faces attractive prospects. The 5G rollouts are
progressing at a rapid pace with operators working towards a pan-India 5G rollout in the
next 12-15 months. The rollout is anticipated to create a surge in battery requirements.
In the Traction vertical, our Company has been growing consistently for
two consecutive years after the pandemic. The Material Handling Equipment OEMs have
strengthened their portfolio in the green products category, propelling the demand for
electric forklifts. Exide is well equipped with the needed capacities to address this
rising demand. Increased demand from warehouse and logistics hubs is also anticipated.
Luggage puller trolley batteries for the aviation sector is another niche growth market
going into next year.
Opportunities & Threats
The ongoing volatility in input costs, along with uncertainty about the
timely availability of imported bought out items may pose some threats in the coming
financial year but on an overall level, the IUPS business is expecting a surge in demand
from emerging technological infrastructure. A digital-heavy capital expenditure (Capex)
super-cycle spurred by both public and private investments in the next financial year,
especially in the backdrop of upcoming general elections, bodes well for the vertical.
The Solar Rooftop market is showing signs of recovery and the demand is
back to pre-covid levels. High module and other project Balance of System (BoS) prices and
continued supply chain challenges, impacted capacity- addition plans during the year.
However, with the supply situation easing and issues with shipping/ availability ironing
out, we are optimistic about the market outlook, especially in the residential and small
commercial and industrial rooftop market, which has been waiting to break out.
In the Power sector, we are seeing resurgence in thermal power plants
including the revival of the thermal power plants in which operations had been suspended.
This is demonstrated in the strong order pipeline. Furthermore, we are seeing growing
requirements for Battery Energy Storage Systems (BESS), which is slated to become a major
sector. We envisage these requirements will contribute to a large volume of business in
the years to come.
For the Infrastructure Projects vertical, we are seeing strong demand
across the industry on the back of robust public spending on infrastructure. The major
opportunities are in Metro, Railways, Defence, and Data centre sectors. Another
opportunity in this space is in the conversion of existing nickel-cadmium technology into
lead-acid technology based on the application requirements.
Demand for lithium batteries in material handling, especially in the
rental segment, is increasing day by day and is expected to grow further, indicating a
partial shift in market preferences. Low-cost small Indian manufacturers, who get the
advantage in tender-based platforms, pose a threat in the traditional lead-acid battery
solutions market.
Looking forward, we expect a huge opportunity for 2V standby business
in Europe, Middle East, Africa, and South-East Asia markets. The market for 12V batteries
will continue to expand in West Asia and the Middle East. The recent consolidation in
competitive space in Europe has set in motion a de-risking approach with the major
distributors looking at Exide as a potential partner.
However, the Ukraine war, the ensuing slowdown, and the escalating
energy prices in the European markets pose considerable threats.
Risks and Concern
A recurring outbreak of COVID-19, like China's Covid ‘Exit
Wave', new SARS-CoV2 variants/ sub-variants could pose fresh challenges. There are
additional threats of a looming global recession that may impact the world economy
negatively. Even though a limited impact is expected in India, this could lead to weaker
consumer sentiment and muted demand.
An escalation in energy/ raw material prices due to the ongoing
conflict between Russia and Ukraine could have a cascading effect across commodities.
The Solar power industry has seen its fair share of challenges in 2022.
Several solar projects were delayed because of the increased project costs and challenges
around the supply chain, land availability, and timely power evacuation.
Conventional Integral Coach Factory (ICF)-design AC coaches of Mail/
Express trains are being replaced with Linke Hofmann Busch (LHB) design coaches in a
phased manner. Since FY 2017-18, only LHB Coaches are being manufactured by the production
units of Indian Railways. This trend can be seen in the Vande Bharat rakes, which require
lithium-ion battery technology. This has led to gradual shrinkage in the market size for
lead-acid batteries and consequently, reduction in the ticket size of the battery
requirement.
The recent consolidation among European competitors has impacted demand
owing to the shift in the buying strategy of some of our existing customers. Additionally,
the recent withdrawal of Generalised System of Preferences (GSP) concession from European
geographies has also introduced an element of uncertainty that can impact our overall
competitiveness in Europe. Exide is taking steps to address these risks by acquiring new
customers, entering new geographies, and diversifying the overall export customer base.
In response to the increase in commodity costs due to inflationary
pressure, we have implemented a series of measures aimed at reducing and optimizing our
costs across operations. Our focus on operational efficiencies has allowed us to identify
areas where cost reductions can be made without compromising quality or safety.
Additionally, we have adopted a calibrated pricing strategy that considers the current
market conditions while ensuring our competitiveness.
Submarine Division
During the Financial Year (FY) 2022-23, the performance of your Company
in the export market was satisfactory. In this period, we manufactured and delivered two
sets of submarine batteries, along with all accessories and spares for export to different
countries. The batteries were delivered after the successful completion of all Factory
Acceptance Tests (FAT) in the presence of the customer and with the prior permission of
the Government of India.
In pursuit of new opportunities to expand the export business, Exide
has been engaging actively with potential customers to promote its products. Globally, we
compete with established international players as well as new entrants in this high-value
arena. We are also continuing our efforts at innovation to enhance battery performance and
add further value to the customer for gaining competitive advantage.
Due to inherent nature of the business, new opportunities are expected
to fructify in the medium to long term.
Technology Upgrades
As in previous years, this year too, Exide's R&D engineers
have come up with several new products and new technologies to meet emerging user needs.
The overall direction has been towards the development of product solutions that address
the net-zero aspirations of the generation. Accordingly, a great deal of emphasis has been
placed on ‘how to manufacture' - in addition to ‘what to manufacture'
-- so that the net load on the environment is reduced holistically. The R&D and
manufacturing engineers have come together to examine every opportunity to reduce energy
costs in the manufacturing cycle. Optimization of process cycle time, selection of
low-cost energy sources, and introduction of low-energy consumption equipment have been
key considerations in this effort. The results are major steps towards a reduced carbon
footprint with lower manufacturing process costs.
First introduced in this country by Exide, punched plate technology in
four-wheeler batteries has been a great success, The time has now come to extend this
technology to batteries for two-wheelers. Continuous plate production and
environment-friendly manufacturing are the twin themes of new-age two-wheeler battery
manufacturing to ensure higher performance consistency at a lower cost.
As the automobile industry transforms to produce cleaner cars, the
expectations from batteries have risen commensurately. Exide has kept pace by introducing
Enhanced Flooded Battery (EFB) and Idle Stop Start (ISS) batteries for most vehicle
manufacturers in the country. The demand is now shifting towards completely sealed AGM
VRLA batteries for under-bonnet automobile applications in order to achieve improved fuel
efficiency and ensure cleaner emissions. We are in the process of setting up manufacturing
units for the production of such advanced batteries in the next financial year. The basic
development at the prototype level has been completed and we intend to formally introduce
the batteries on a commercial scale during the coming year.
On the export front, a huge demand has been building up for advanced
technology batteries for vehicles. Users, particularly from the Middle East, Far East, and
North America, are demanding customized batteries with advanced features as per the
priorities of their respective countries. Exide's design and plant engineers are
working tirelessly to turn out batteries suited to specific customer requirements.
On the industrial front, Exide's traction cells have long
established a top-of-the-mind place among global customers. During the year under review,
our engineers took the traction technology one step further by launching the
‘Opportunity Recharge Cell" (ORC) version which helps users with a limited
budget, to find a material-handling solution with an extended duty cycle.
In the current year, Exide launched another game-changing traction
technology to step further ahead of the competition. The resulting batteries have about
50% extra cycle life as compared to the conventional version and a warrantied life of
three years. The new configuration features superior design and modern, eco-friendly
manufacturing technology at its core.
In the telecom sector, with the arrival of 5G networks, there is a
growing demand for compact, high-performance sealed batteries for outdoor deployment. In a
short space of time, our R&D engineers have been able to come up with a design package
that is now deployed at various locations in the country.
Battery energy storage systems (BESS) are slowly emerging as the core
of future stationary battery storage. Exide is therefore developing multiple solutions --
at different life and price points -- for future deployment. In a significant association
with the Calcutta Electric Supply Corporation (CESC), a 400 KWH lead-acid storage system
has been installed and commissioned in the outskirts of Kolkata city for a micro-grid duty
cycle. The offered technology comprises Exide's advanced OPzV Tubular Gel product
backed by an indigenously developed management system. The bank is in satisfactory duty
now for more than nine months.
The drive towards the use of recycled lead has continued through the
year as more and more lead and lead compound sourcing are being brought under the broad
specification of recycled lead. Additionally, this year there has been a significant focus
on recycled plastics. Although the numbers are still modest, we have set ambitious targets
for the percentage of recycled plastics to be used in the coming years.
Information Technology & Digital Initiatives
The recent disruptions due to technology such as Open AI, ChatGPT,
DALL-E, and other AI tools, have forced businesses to re-evaluate and adjust how they
work. As a result, it is now necessary for all market segments to structurally re-invent
their approach. This means that all functions must abandon their old ways in favour of
fresh ones that are more transformative.
With the growing scale of the business, the Company is constantly
focusing on innovation to enhance its operational efficiency, and resource optimisation to
achieve important business goals. In FY 2022-23, Exide continued its innovation journey
with a focus on digitally transforming and nurturing Exide's ecosystem to create
sustainable value. During the year, Exide implemented predictive and rule- based AI
systems across its dealership network with the intent to automate decision-making on
process parameters and remove discretion, limitations, and estimation errors. The year
also saw the successful implementation of key projects to optimise the logistics cost of
both inbound and outbound operations. We also focused on upskilling the workforce and
equipping them with the necessary tools to adopt and sustain the digital initiatives
implemented during the year. We have taken all possible measures to ensure we are ready
for any technology disruption.
Multiple layers of proactive controls are adopted to address the
heightened concerns and consequences of cyber security threats resulting from rapid
digitalization. This includes imparting regular training to the employees and conducting
cyber security examinations, investment in multilayer firewalls, ongoing mock drills,
periodic penetration assessment tests, testing of backup servers readiness, establishing a
24x7 security operations centre for real-time monitoring of threats, digitally signed
email and data loss prevention tools, as well as ISO 27001 certification.
Some of our digital initiatives include the implementation of
conversational artificial intelligence, the use of video analytics to enhance security and
monitor operations, the adoption of drone technology for surveillance, and the
implementation of augmented reality to enhance training and customer experiences. These
initiatives can potentially reduce future costs by improving process efficiency, reducing
manual labour, and enhancing customer satisfaction for increased loyalty and repeat
business. By embracing innovative technologies, we are positioning ourselves to be more
competitive, agile, and adaptable in the changing market conditions.
Driving a sustainable business
Your Company is committed to the Environmental, Social & Governance
(ESG) goals for creating sustainable long-term value for all its stakeholders. With
sustainability at the core of the Company's strategy, it has built-in processes and
initiated measures that make it a force for good: ensuring responsible business conduct
and the overall well-being of its employees and communities.
In sync with Exide's sustainability vision, we endeavour to
demonstrably contribute in a socially, ethically, and environmentally responsible way to
develop a society where the needs of all are met. The Company is supported by a
sustainability framework based on focus areas across various ESG facets, and all
sustainability interventions broadly fall under these focus areas. Exide consistently aims
to achieve targets set under each focus area. We remain cognizant of the needs of the
dynamic world and are aligned to making it a better place for the wider community.
The second Sustainability Report, which includes the Company's
performance in line with the Global Reporting Initiative (GRI) framework for the period
1st April 2022 to 31st March 2023 is published separately. The Company has also provided
the requisite mapping of principles of the National Guidelines on Responsible Business
Conduct to fulfil the requirements of the Business Responsibility and Sustainability
Report (BRSR) as per SEBI's directive. It is available on your Company's website
and can be accessed by using the link - https://www.exideindustries.com/
investors/annual-reports.aspx
Highlights of Performance
Your Company recorded net sales of H 14,592 crore in 2022-23, against H
12,410 crore in the previous year. The profitability of your Company was adversely
impacted due to unprecedented input cost inflation, as a result of which the raw material
prices remained high throughout the year. The prevailing high logistics cost and supply
chain disruption also affected the profitability of the Company. As a result, Profit
before depreciation, finance cost & tax expenses (EBITDA) grew to Rs 1,568 crore from
H 1,398 crore and Profit Before Exceptional Items and Tax grew from H 1,026 crore to Rs
1,215 crore with a growth of 18.4%.
Standalone Financial Results
(In Rs Crore)
Financial Results |
2022-23 |
2021-22 |
Revenue from operations |
14,591.93 |
12,410.13 |
Other income |
132.39 |
80.46 |
Total Income |
14,724.32 |
12,490.59 |
Profit before depreciation,
finance cost, tax expenses & exceptional item |
1,700.40 |
1,478.73 |
Less: Depreciation and
amortisation expenses |
455.78 |
413.14 |
Less: Finance cost |
29.53 |
39.42 |
Profit Before Exceptional Item
and Tax |
1,215.09 |
1,026.17 |
Exceptional income/ (expense) |
- |
4,693.75 |
Profit Before Tax |
1,215.09 |
5,719.92 |
Less: Tax expenses |
311.46 |
1,035.59 |
Profit After Tax |
903.63 |
4,684.33 |
Other Comprehensive Income |
(291.98) |
(801.29) |
Total Comprehensive Income for
the year |
611.65 |
3,883.04 |
Balance brought forward |
10,513.10 |
6,800.06 |
Making a total of |
11,124.75 |
10,683.10 |
Out of this, appropriations
are: |
|
|
Interim Dividend for 2021-22
(200%) |
- |
170.00 |
And leaving a balance of
(which is carried forward to next year) |
11,124.75 |
10,513.10 |
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 2023.
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 Consolidated Financial Statements 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.
The separate audited financial statements in respect of each subsidiary
company and associates are available on the website of the Company at:
https://www.exideindustries. com/investors/annual-reports.aspx
Dividend
The Board of Directors of the Company approved a Dividend Distribution
Policy on 25th January 2017, in accordance with the Securities and Exchange Board of India
(Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is
described and annexed at the end of the Boards' report and is also available on the
Company's website: https://www.exideindustries.com/investors/
governance-policies.aspx
In terms of the Policy, equity shareholders of the Company may expect
dividends if the Company has surplus funds for the declaration of dividends, after taking
into consideration the relevant internal and external factors enumerated in the Policy.
In line with the said Policy, the Board of Directors has recommended a
final dividend of 200% i.e. H 2.00 per equity share of face value of H 1/- each of the
Company, for the year ended 31st March 2023, subject to the approval of the Members at the
ensuing Annual General Meeting. This dividend payout ratio works out to 19% of the net
profit after tax for the year ended 31st March 2023. The total outflow on account of
equity dividend will be H 170 crore, vis a vis H 170 crore in FY 2021-22.
Share Capital
The paid-up equity share capital as on 31st March 2023 was H 85 crore
divided into 85,00,00,000 equity shares of the 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 the employees or directors of the Company. The Company
does not have a scheme for the purchase of its shares by employees or by trustees for the
benefit of employees.
Change in the nature of the business, if any
During the year, there was no change in the nature of the business of
the Company. Further, there was no significant change in the nature of business carried on
by its subsidiaries. However, with the merger of the wholly owned subsidiary, Chloride
Power Systems & Solutions Limited with your Company w.e.f. 29th March 2023, Exide will
have a unified interface with customers for offering complete DC power solutions for
industrial customers by manufacturing industrial battery chargers, DC power solutions, and
solar power systems in India. This will ensure on-time supplies, efficiency of management,
and maximum value for the shareholders.
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 pursuant to Section 186 of the Act except the corporate guarantee of H 2000 cr.
to its wholly owned subsidiary, Exide Energy Solutions Limited. The details of investments
and guarantees made by the Company during the year under review have been disclosed in the
financial statements under Notes 5 and 10.
Material Changes and Commitments
There have been no material changes after the close of the
Company's financial year to which the financial statements relate and before the date
of this report.
Key financial ratios
Under the SEBI (Listing Obligations & Disclosure Requirements)
(Amendment) Regulations, 2018, the Company has to give details of significant changes
(i.e. change of 25% or more as compared with the immediately previous financial year) in
key sector-specific financial ratios, including debtors turnover, inventory turnover,
interest coverage ratio, current ratio, debt-equity ratio, operating profit margin (%) and
net profit margin (%) and details of any change in Return on Net Worth as compared with
the immediately previous financial year along with a detailed explanation thereof.
Return on Net Worth for the financial year 2022-23 was 8.29% as
compared to 53.59% in the previous year, which included profit from Exceptional Item on
account of sale of Exide Life Insurance Company Limited shares of H 3,919 crore (after
tax) in the previous year 2021-22. Return on Net Worth from operations for the financial
year 2022-23 was 14.1% as compared to 11.3% in the previous year due to significant growth
in business volume.
Net Profit margin for the financial year 2022-23 was 6.19% as compared
to 37.75% in the previous year, which included profit from Exceptional Item on account of
sale of Exide Life Insurance Company Ltd shares. Net profit margin from operations
excluding Exceptional Item during the previous year was 6.16%.
To note, all the above ratios have been disclosed in the notes to
financial statements, as required by amendment notification dated 24th March 2021, in
Division II of Schedule III to the Companies Act, 2013 and Companies (Audit & Auditor)
Amendment Rules, 2021.
Your directors draw your attention to note no. 48 of the financial
statements that set out key financial ratios.
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
2023-24 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 76th Annual
General Meeting of the Company.
Secretarial Auditors & their Report
Pursuant to 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 2022-23. The Secretarial Audit Report is given as Annexure-I.
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 2022-23. 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
IA.
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 2022-23, 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 issued thereunder. The Annual
Secretarial Compliance Report will be submitted to stock exchanges within 60 days of the
end of the financial year 2022-23.
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 of matter and the key audit matters paragraphs are
self-explanatory and require no clarification.
During the year, there were no instances of fraud reported by auditors
under Section 143(12) of the Act.
Business Responsibility & Sustainability
Report
The Company 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, as
well as in ensuring environmental well-being from a longterm perspective.
Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, the
Company voluntarily prepared the Business Responsibility & Sustainability Report for
the year 2021-22. The report for FY 2022-23 is given in Annexure-II.
Corporate Governance
Transparency is the cornerstone of Exide's philosophy and your
Company adheres to all requirements of corporate governance in letter and spirit. All the
Committees of the Board of directors meet at regular intervals as required in terms of
SEBI Listing Regulations. The Board of Directors has taken the necessary steps to ensure
compliance with statutory requirements. The directors, key management personnel, and
senior management personnel of the Company have complied with the approved ‘Code of
Conduct for Board of Directors and Senior Management Personnel'. A declaration to
this effect, according to Schedule V of the SEBI Listing Regulations, 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-III.
The Auditors' Certificate on compliance with corporate governance norms is also
attached to this Report. Furthermore, as required under Regulation 17(8) of SEBI Listing
Regulations, a certificate from the Managing Director & CEO and Director- Finance
& CFO is being annexed with this Report.
Business Excellence
Your Company has implemented a comprehensive Total Quality Management
(TQM) program for scaling up performance. There is considerable focus on improving the
operating KPI and cost savings through the effective integration of TQM practices with
functions. The proven capability of the organization in TPM and Quality Circle has been
leveraged to deliver impactful projects.
Capability development in all facets of the organisation is also one of
the priority areas. Training, workshops & capability assessments have undergone
significant changes over the last few years. In view of various transformations taking
place across functions, we have converged our attention into building cutting-edge
knowledge to meet emerging requirements on key capability areas.
During the year, there were notable upgrades in the system and
standards, as well as external certifications and the addition of new certifications to
keep the customers assured and best practices absorbed. The Company has achieved new
certifications in Energy Management Systems (ISO 50001) while successfully sustaining
existing certifications such as IATF 16949, ISO 9001, ISO 45001 & ISO 14001 Standards.
The focus areas of TQM and business excellence during the year were
operational excellence, competitive capability, capability development, TQM score
framework, and TQM. During the year, TQM & Business Excellence drives for supplier
partners were conducted through an online assessment and onsite audit.
Over the last year, there has been double-digit growth in project
magnitude impacting both operational KPI and cost savings.
Awards & Accolades
Best-in-class approach, process and technology is a way of life at
Exide. For external benchmarking on capability, the Company, during the year under review,
has significantly accelerated the magnitude, pace, and focus by participating in various
awards and recognition programmes. This has resulted in winning a larger number of awards
during the year as compared to previous years.
Summarised below are some of the Awards conferred to Exide during the
year:
TQM & Business Excellence
Golden Peacock Excellence Award 2022 -- Leadership for Business
Excellence
Quality Leadership Award for integrated all-out performance from
Quality Circle Forum of India Kaizen Platinum Award, CII National Kaizen Competition
Quality Award, Manufacturing Today
Safety & Environment
India Green Manufacturing Challenge Award Best Company in Innovative
Energy Management Control
Sustainability & CSR
Golden Peacock Award 2022 for Sustainability The Economic Times
Sustainable Organizations 2022 Manufacturing Today Award for Excellence in CSR 7th CSR
Excellence Award, ICSI HR & Leadership
HR Excellence Award, QCFI
Power Brand of Atmanirbhar India from Sanmarg Business Award
IT & Infrastructure
Technology Excellence Award - Analytics Implementation (IBM &
Quantic)
Technology Excellence Award - Best Technology of the Year,
Infrastructure (Organised by HP & Quantic)
Tech Senate Award 2022, Big Data & Analytics, Indian Express Group
Cyber Security Excellence Award 2022 (Z Scaler & Quantic)
Occupational Health, Safety and Environment
Exide places utmost importance on the safety of its employees and
assets, as well as the protection of the environment through various initiatives in areas
of sustainability. The Company has implemented best-inclass Employee Health & Safety
(EHS) procedures for ensuring and improving the safety of employees and their
surroundings.
During the year under review, all of our manufacturing plants, regional
marketing offices, corporate offices, and research facilities were certified for ISO
45001, the international standard for occupational health and safety, and ISO 14001, the
international standard for environmental management by reputed global certification body.
We are committed to providing safe working places for our employees.
For this, we have implemented various initiatives, one of which is identifying
approximately 70 Safety Champions at our manufacturing sites across India. Safety
Champions have the responsibility to promote a safety culture among workers through
education, monitoring, and identification of near misses for preventing adverse incidents.
Total Productive Maintenance (TPM), Safety Health and Environment (SHE) pillar approach is
followed to implement the best practices of safety in our organization.
Safety structures and protocols have also been implemented in the
regional offices where EHS committees drive the culture of safety. These committees are
working towards improving the safety of those employed in sales and service.
We are committed to utilizing natural and man-made resources in an
optimal and responsible manner to ensure the sustainability of resources by reducing,
reusing, recycling, and managing waste. We regularly monitor and prevent pollution through
waste minimization at the source; recovery/treatment of emissions, and conservation of
energy. Greenhouse Gas (GHG) emissions are being monitored and improvements are made to
reduce environmental damage.
Reduction in hazardous waste is a focus area at Exide. Various steps
such as reducing the usage of plastic, reduction in raw material consumption through
design changes, and yield improvement through superior products and processes are being
undertaken.
Audits are conducted by corporate teams to assess the health of safety
practices on a quarterly basis. The gaps identified by these audits are closed on a
priority basis to make workplaces safe and secure.
All employees, suppliers, and visitors are made aware of and trained on
the Company's EHS practices through regular sessions. Non-managerial workers are made
part of safety committees, which initiates appropriate actions for improving the EHS
culture for the direct benefit of all employees.
To conclude, Exide follows industry-accredited best practices in
health, safety, and environment-related aspects to constantly set higher benchmarks -- and
strives to exceed the same.
Corporate Social Responsibility
Exide's commitment to creating significant and sustainable
societal value is manifested in Corporate Social Responsibility (CSR) initiatives that
focus on the most vulnerable sections of society. The CSR framework demonstrably
contributes towards holistic and sustainable development of communities who live in the
neighbourhood of our operations.
Exide's CSR is governed by a Board-driven policy that is aligned
with section 135 of the Companies Act and rules made thereunder. The CSR policy provides
guidelines for CSR planning, budgeting, preparation of annual action plans, impact
assessment of CSR interventions, monitoring, selection of ongoing projects, treatment of
unspent CSR funds (if any), and the role of implementing agency.
The CSR policy of the Company is available on the Company's
website https://www.exideindustries.com/ sustainability/. The CSR plan for the year 2022 -
23 is available on the Company's website https://docs.
exideindustries.com/pdf/approved-csr-project-22-23.pdf.
In compliance with section 135 of the Companies Act and the CSR policy
of Exide, the Company has constituted a CSR committee comprising 4 members. During the
year the
CSR 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
The disclosures, as mandated under Rule 8 of the Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2021 are placed in Annexure-IV.
The executive summary of the Impact Assessment Report of the
Company's CSR interventions is placed along with Annexure IV. The detailed Impact
Assessment Report is available on the Company's website https://www.
exideindustries.com/sustainability/
The Company spent H 2134.70 lakh towards its CSR activities against the
obligation of H 2132.03 lakh in the year 2022-23.
During the year Exide implemented CSR interventions aligned to the
identified themes of: -
Promoting Education (through Exide Akshar),
Promoting Better Health Outcomes (through Exide Aarogya),
Promoting Employability (through Exide Kausha!),
Empowering Communities (through Exide Saksham) and
Protecting Environment (through Exide Paryavaran).
The CSR activities of the Company are estimated to have positively
impacted over 3.1 Lakh people. More than 80% of our beneficiaries are from less privileged
and vulnerable sections of the society.
Even as the world emerged from the Covid pandemic a significant
challenge remained in the form of learning losses for children and livelihood losses for
adults. Therefore 75% of Exide's CSR spent during the year 2022-23 was devoted to
these two causes. The most significant was a school transformation project in 41
government and charitable schools. The mission was to upgrade classrooms to smart classes,
modernise water, sanitation, and health (WASH) facilities and establish STEM laboratories
for sharpening science and mathematical skills. The school transformation projects
undertaken by the Company positively impact more than 40,000 students. It is spread across
7 districts in 4 states. We also facilitated infrastructure upgrades and development in 20
schools, in 8 districts of 6 states.
Another initiative we are proud of is the Marrow Donor Registry India.
This has enabled the registration and profiling of more than 60,000 voluntary marrow
donors. Bone Marrow donation is the best chance of survival and treatment for many
patients suffering from life-threatening diseases like leukaemia, lymphoma, other cancer,
sickle cell anaemia, etc. The registration and profiling will enable many patients to
easily reach out to matching donors and get quick treatment. The initiative has already
saved 18 precious lives.
Under Exide Excellence Program, your Company has continued to support
the scholastic endeavour of 150 girls (shalinis) through scholarships, career-boosting
infusions, and more than 600 hours of mentorship from officials of Exide.
Through our Exide Paryavaran project, more than 20,000 individuals are
positively impacted. The initiative includes rejuvenation and restoration of ponds,
protection of flora and fauna, etc., which has a cascading effect on the lives and
livelihoods of the local communities.
Besides the above-mentioned interventions, Exide has implemented many
other highly impactful projects, aligned to the identified core themes to create a shared
value for all stakeholders.
Internal Controls
A robust internal control framework is essential for sustainable
growth. Exide has an independent Internal Audit department, assisted by a reputed external
firm, for carrying out the internal audit reviews. The Internal Audit's scope and
authority stem from the Audit Committee's approved Internal Audit Charter. The
Internal Audit controls operate alongside a robust risk management framework, mutually
reinforcing each other's efforts.
Audit reviews are conducted on an ongoing basis, following an audit
committee-approved comprehensive, risk-based audit plan. Periodically, the Audit Committee
is presented with a summary of significant audit observations and followup actions
thereon.
The Company's internal financial controls framework is based on
the ‘three lines of defence' model. Exide has ensured compliance with Section
134(5)(e) of the Companies Act 2013 by implementing a strong system and framework for
internal financial controls. The framework includes various measures such as entity-level
policies, process control, IT general controls, and standard operating procedures (SOPs)
to ensure internal controls over financial reporting.
The entity-level policies include anti-fraud policies such as a Code of
Conduct and Whistle-Blower policy, along with other policies like Insider Trading policy,
DOA, HR policy, and IT security policy, to bolster the internal control systems. These
internal controls are reviewed by the senior management as well as internal auditors
periodically.
The Audit Committee has evaluated the design and effectiveness of these
controls and found no significant material weaknesses or deficiencies that could impact
financial reports.
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 independently review and strengthen them.
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 in accordance with 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 whistleblower against any retaliation,
guidelines for retention of records during the investigation/ reporting of the case, etc.
The policy provides for adequate safeguards against victimisation of
persons who use such a mechanism. It provides for direct access to the Chairperson of the
Audit Committee in appropriate or exceptional cases. The Company has a dedicated email
address for reporting such concerns at ethics@exide.co.in.Your Company investigates any
incident that is reported and takes suitable action in line with the Whistle-Blower
Policy. It is affirmed that no personnel of the Company was denied access to the Audit
Committee. The Audit Committee of the Board oversees the vigil mechanism.
The policy is available on the website:https://www.
exideindustries.com/investors/governance-policies.aspx
Subsidiaries, Joint Ventures and Associates
A statement containing the salient features of financials of
subsidiaries and associates of the Company, in the prescribed Form AOC-1, is part of the
Consolidated Financial Statement. This form highlights the financial performance of each
subsidiary and associate company along with their contribution to the overall performance
of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. The report
is not repeated here for the sake of brevity.
In line with Section 136 of the Act, the financial statements of the
subsidiary and associate companies will be available for inspection up to the date of AGM.
Members can inspect these by sending an email to cosec@exide.co.in.
Any member who wants a copy of the financial statements may write to
the Company Secretary at the registered office of the Company. The financial statements
including the Consolidated Financial Statement (CFS) and all other documents required to
be attached to this report have been uploaded on the website of the Company at
www.exideindustries.com.
Exide Industries Ltd. had seven subsidiaries and two associate
companies as on 31st March 2023. During the year under review, Chloride Power Systems
& Solutions Limited ("CPSSL'), erstwhile wholly-owned subsidiary, merged
with the Company vide Hon'ble National Company Law Tribunal, Kolkata Bench order
dated 17th February 2023, read with rectified order dated 22nd February 2023. The Scheme
of Amalgamation has become operative and CPSSL, Transferor Company ceased to exist from
the effective date upon filing the order with the Registrar of Companies, Kolkata, on 29th
March 2023.
The acquisition has been successfully turned around and integrated with
the operations of Exide.
Chloride Metals Limited (CML) is a secondary smelting and refining
company that is a wholly owned material subsidiary company of Exide. It plays a strategic
role in backward integration and meets the lead and lead alloy requirements of the
Company. The subsidiary is in line with the concept of circular economy. The scrap
batteries are collected from dealers, recycled and the recovered lead is sent to Exide to
produce new batteries.
CML has a national presence with manufacturing units in the states of
Karnataka (Malur), Maharashtra (Markal), and West Bengal (Haldia) with state-of-the-art
machinery and technology to boost eco-friendly production of lead. Chloride Metals Limited
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
R&D team keeps the Company abreast with new technologies and the product mix is
tailored to suit the required specifications by qualified engineers and metallurgists. The
total installed capacity of CML is 2,52,000 tonnes a year.
During the year, your Company invested H 57 crore in the equity share
capital of CML for setting up a greenfield project at SUPA, Maharashtra.
Known by its Nexcharge brand, Exide Energy Private Limited (formerly
known as Exide Leclanche Energy Private Limited) is a subsidiary of Exide, which started
in 2018 as a joint venture between Exide Industries Limited and Leclanche SA of
Switzerland ("LSA"). The Company is in the business of developing and
manufacturing lithium- ion-based modules and packs with Battery Management Systems (BMS)
for e-mobility (EV) as well as stationary power application.
Nexcharge has received substantial commercial orders for its various
verticals such as 2-wheeler, 3-wheeler, commercial vehicles, and telecom for execution in
the next 2 years. It has successfully developed 2-wheeler and 3-wheeler batteries that
demonstrate superior thermal management along with multiple protective control features to
safeguard the battery from adverse climatic conditions or abuse. An in-built testing
facility for the cells and battery packs and automated production lines turn out premium
quality batteries that are safe as well as durable.
Nexcharge is also focusing on developing its own Battery Management
System (BMS) for transport as well as industrial applications. They have successfully
completed the prototypes and are now moving towards finalizing Standard Operating
Protocols (SOPs) within the next 6 months.
On 4th November 2022, Nexcharge bought back the entire paid-up and
issued equity shares held by "Leclanche S.A." (‘LSA') through a
buy-back scheme. It has therefore become a wholly owned subsidiary of Exide Industries
Limited. Consequently, the name of the company was changed from Exide Leclanche Energy
Private Limited to Exide Energy Private Limited w.e.f. 4th January 2023. The registered
office of the Company was also shifted from the state of Gujarat to the state of West
Bengal.
During the year 2022-23, your Company invested H 25 crore through 0.01%
Compulsorily Convertible Preference Shares (CCPS) in Nexcharge to meet funding
requirements.
Exide Energy Solutions Limited (EESL) was incorporated on 24th
March 2022, as a wholly owned subsidiary of Exide Industries Limited in the state of West
Bengal. The main object of the Company is to carry on the business of manufacturing
battery cells of advanced chemistry and form factor, including but not limited to
cylindrical, pouch, and prismatic, (the "Battery Cells"), as well as
manufacturing, assembling, selling battery modules, battery packs and other related
activities.
The Company represents a significant step to strengthen Exide's
position in the emerging lithium-ion battery market. Its greenfield factory spread over 80
acres of land at the
Hi-Tech Defense & Aerospace Park Phase 2, Bengaluru, is designed to
produce technology-leading lithium-ion batteries to meet EV & Industrial requirements.
In view of this objective, EESL has entered into a multi-year technical collaboration
agreement with SVOLT Energy Technology Co. Ltd (SVOLT), a global technology company that
makes and develops lithium-ion batteries and battery systems for EVs as well as for energy
storage. In addition to technology, SVOLT is providing support for setting up the plant on
a turnkey basis. It will also set up a state-of-the-art R&D lab and pilot line to
support new product development for the Indian market.
EESL has secured all necessary permissions to initiate construction
activity, including environment clearance, fire NOC, building height and Consent to
Establish. Siteenabling work for construction is expected to be largely completed by April
2023. Post receipt of all necessary approvals, EESL has onboarded leading construction
vendors for civil & PEB works. On-ground construction activity has been initiated and
foundation-laying work is in progress. Site progress is on target to achieve SOP by the
second half of FY 2024-25.
As on date of this report, EESL has recruited close to a 50 member
team, comprising experienced and senior personnel and has strengthened all key functions
to support project execution and delivery such as R&D, sales, procurement, facility,
quality, IT, HR & others.
During the year 2022-23, your Company invested around H 715 crore
through equity in EESL for setting up the greenfield unit.
Amalgamation of Exide Energy Private Limited with
Exide Energy Solutions Limited
During the year under review, the Board of Exide Energy Private Limited
("Transferor Company") and Exide Energy Solutions Limited ("Transferee
Company"), wholly owned subsidiaries of Exide Industries Limited, (collectively, the
"Amalgamating Companies"), have approved the Scheme of Amalgamation involving
the merger of both the Companies. The Scheme is subject to the receipt of approval from
the requisite majority of shareholders and creditors of the amalgamating parties (unless
dispensed with), approval by the Kolkata bench of the National Company Law Tribunal
(NCLT), having jurisdiction over the Amalgamating Companies, and such other approvals,
permissions, and sanctions by regulatory and other statutory / quasi-judicial authorities,
as may be necessary. A joint application in this regard has been submitted to the Kolkata
bench, NCLT in the financial year 2023-24.
Subsidiary Monitoring Framework:
All the subsidiary companies of Exide Industries Limited 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 Exide Board,
quarterly;
b) A copy 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, quarterly;
d) A statement containing all significant transactions and arrangements
entered into by the subsidiary companies is placed before the Exide Board;
Exide Industries has one material subsidiary i.e. Chloride Metals
Limited whose income is more than 10% of the consolidated income of the Company during the
previous financial year. A policy for the determination of material subsidiaries has been
formulated and has been posted on the Company's website
https://www.exideindustries.com/ investors/governance-policies.aspx
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
During FY 2022-23, Members of the Company approved the re-appointment
of Mr Surin Kapadia (DIN 00770828) as an Independent director of the Company for five
years with effect from 25th October 2022 to 24th October 2027, whose office shall not be
liable to retire by rotation.
Mr Sridhar Gorthi (DIN 003535824) was appointed as Independent director
for a term of five years with effect from 29th July 2022 to 28th July 2027, whose office
shall not be liable to retire by rotation.
Mr R B Raheja (having DIN 00037480) retires by rotation under the
provisions of the Companies Act, 2013, and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting.
Necessary information under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and Secretarial Standard 1 (SS-1) issued by
Institute of Company Secretaries of India (ICSI), regarding directors to be reappointed at
the forthcoming Annual General Meeting, is given in the Annexure to the Notice convening
the Annual General Meeting.
None of the directors of your Company 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 A K Mukherjee, Whole-time Director (Director- Finance & CFO)
Mr Arun Mittal, Whole-time Director (Director-Automotive)
Mr Avik 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 Act.
Board Evaluation
Pursuant to the provisions of the Act and SEBI Listing Regulations, the
performance evaluation of the Board as a whole, and the Chairman and the Non-independent
directors was carried out by the Independent directors. This exercise was carried out
following the Nomination and Remuneration Policy framed by the Company 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 governance of the Company 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 in order 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 the use of the
Board's time, and increased effectiveness of the Board 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.
The following comments, inter alia, were received during the Board
evaluation:
The Company is transparent, and endeavors to follow good corporate
governance practices;
All significant issues are brought to the Board. The agenda and
proceedings are well-structured and focused;
The Board is balanced and diverse views are expressed freely;
The quality, quantity, and timeliness of the flow of information
between the management and the Board is satisfactory;
The management responds to the queries and requests, whenever sought,
in a timely manner;
Increased frequency of the Risk Management Committee meetings helped to
bring rightful attention to the important topics of risk;
The cohesive working of other Board committees was appreciated.
Considering the success of the Company in most spheres, and the value
delivered to all its stakeholders, it is evident that the directors have been diligent,
sincere and consistent in the performance of 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 are:
(a) 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
(b) Aligning the remuneration of directors, KMPs and senior management
personnel with the Company's financial position, remuneration paid by its industry
peers, etc
(c) Performance evaluation of the Board, its committees and directors
including independent directors
(d) Ensuring Board diversity
(e) Identifying persons who are qualified to become directors and who
may be appointed to senior management, in line with the criteria laid down
(f) Directors' induction and continued training
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 at regular intervals to discuss and decide on
Company's business policy and strategy apart from other items of business. 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 to ensure meaningful
participation at the meetings.
During the year under review, six (6) 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 details of the constitution of the Board and its Committees are
given in the Corporate Governance report.
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.
Approach to Risk Management
Risk management is integral to your Company's strategy and to the
achievement of long-term goals. Our organization understands that identifying and
capitalizing on business opportunities and market trends is crucial to its business.
Therefore, we have implemented a comprehensive risk management framework that places a
strong emphasis on assessing both risks and opportunities.
To address continuously evolving risks, your Company has established a
comprehensive Enterprise Risk Management framework, incorporating a holistic approach that
balances both bottom-up and top-down perspectives and has undergone significant
development over the years, The ERM framework enables the management to proactively
identify specific risks, evaluate their potential impact, and determine the best course of
action to manage overall exposure. The allocation of resources and active management of
risks are integral components of this framework, ensuring that potential threats are
managed effectively.
Oversight of risk management is conducted by a four-level governance
structure as follows:
Board of Directors
Risk Management Committee (RMC)
Executive Committee (EXCOM)
Heads of functions and process owners
The existing Risk Management Policy incorporates traditional as well as
emerging risks such as cyber security, business continuity processes, disaster management
and ESG. The Risk Management Policy of Exide is available on the Company's website at
the link: https://www.exideindustries. com/investors/governance-policies.aspx
Risk identification and prioritization are achieved through continuous
scanning of the business environment and monitoring of internal risk factors including
emerging risk areas. The RMC, in particular, monitors key risks, tracks progress on
mitigation plans, and addresses any challenges that arise.
Formal reviews of identified risks are held thrice a year by the EXCOM
and the RMC with ongoing monitoring and evaluation taking place throughout the year.
Your Company has adopted comprehensive ERM, which involves using a risk
matrix to plot risks on a 5 X 5 scale. The matrix is divided into four categories, each
represented by a different color. This allows us to quickly assess risk visually and
determine the appropriate levels of oversight, review, and escalation for notification and
action.
The resurgence of COVID, recent central bank interventions, shifting
ESG standards, and geopolitical developments may introduce unforeseen risks. Our Company
remains committed to implementing a dynamic and robust risk management strategy that can
adapt to changing circumstances and evolving information.
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 2022-23 to BSE, NSE and CSE.
Particulars of contracts or arrangements with related parties
All related-party transactions (RPT) which were entered during the
financial year were in the ordinary course of business and on an arms-length basis. There
were no materially significant related-party transactions entered into by the Company with
promoters, directors, key managerial personnel, or other persons that may have had a
potential conflict with the interests of the Company.
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 related-party transactions that are repetitive and can be foreseen. The required
disclosures are accordingly made to the Audit Committee every quarter in terms of their
omnibus approval.
As per 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 transactions 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 the majority of
transactions of the Company are with its subsidiaries, omnibus approval of the Audit
Committee is obtained for such transactions also and 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
There are no significant material orders passed by the
regulators/courts/tribunals which would impact the ‘going- concern' status of
the Company and its future operations. However, member's 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 pursuant to 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.
Human Resources
The Company's human resource philosophy broadly focuses on five
key areas of development & culture, managing talent, productivity and cost, optimising
organisation structure, and enforcing efficient systems and processes.
Developing talent and building a transformational work culture was
prioritised during the fiscal as the Company continued its focus on promoting leadership
behaviour among employees. A 360-degree "Pearl" Survey was conducted for senior
leadership on the identified pillars under Exide Leadership Behaviour (ELB), followed by a
series of activities to promote and cascade these behaviours.
Exide is witnessing a transformational journey featuring interventions
in digital technologies, manufacturing, sales, service, and supply chain management. In
addition to improving productivity and cost metrices, these enable the building of
effective organisation structures, crossfunctional participation, problem-solving, and
collaboration. As a way forward, we aim to incorporate more cross-domain responsibilities
at the senior leadership level.
Exide has initiated a series of interventions to drive the performance
of its front-line sales team. It continues to offer an aggressive policy of incentives. To
combat attrition periodic
pulse surveys are launched to resolve issues pertaining to employee
satisfaction, job role, communication, and work environment. Customised sales profiling
and aptitude tests by an external agency have also been initiated at the recruiting stage
to ensure the right talent is infused into the sales team. In addition, sales trainees
from management institutes are being recruited in batches to take up front-line sales
roles after structured functional induction. This also ensures that front-line positions
are constantly manned, shielding any attrition impact on the turnover.
The Company promotes a strong performance-driven culture through
continuous evaluation and an aggressive reward policy for performance differentiation.
"Win It Now" and "You Did It" schemes reward the top performers
publicly and are a strong driver of sales performance.
The management recognises that employees are the key differentiator in
success and constantly strives to create an ecosystem of continuous learning. Sales and
manufacturing academies provide regular training to ensure knowledge and skills remain
up-to-date. To foster the right values, and promote dignity, equality, and sustainability,
the Company conducted awareness sessions on human rights, prevention of sexual harassment,
and code of conduct. Given the growing dependency on information technology in all
spheres, quarterly awareness sessions were also conducted on IT security for all
employees. Apart from various statutory grievance redressal forums, we have launched an
Apex Employee Grievance Redressal Forum with senior leadership as part of the committee to
address problems of any employee facing injustice, unfairness, violation of human rights,
or any other major grievance.
During the year under review, industrial relations at all plant
locations remained harmonious with successful wage settlements. Sustained efforts were
made towards building a transformational work culture by adopting industry best practices
of flexible manufacturing, productivity enhancements, total quality management (TQM),
workmen engagement, plant trainee schemes, quality circles, etc. The well-being and safety
of our employees continue to be our top priority, and the Company undertakes numerous
measures to ensure this.
The total number of employees of the Company as on 31st March 2023 was
5,208.
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 there was no employee employed throughout the
financial year or part thereof, who received remuneration in the financial year which, 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% 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.
Prevention of Sexual Harassment at the Workplace
Exide has zero tolerance for sexual harassment at the workplace and has
adopted a policy on prevention, prohibition, and redressal of sexual harassment at the
workplace 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
without regard to their 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 on a
regular basis for updates and awareness building measures of the policy and provisions of
the Act. The Committee members have participated in external workshops to strengthen their
subject knowledge.
The Company has formulated and circulated to all the employees, a
policy on prevention of sexual harassment at the workplace, which provides for a proper
mechanism for redressal of complaints of sexual harassment. Virtual Workshops were
organized 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
employees are fully aware of the aspects of sexual harassment and of the redressal
mechanism.
During the financial year 2022-23, one complaint was reported which was
investigated and appropriate action was taken. No complaint was pending at the end of FY
2022-23.
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:
a. 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;
b. 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;
c. 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;
d. That the directors have prepared the annual accounts on a
going-concern basis;
e. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f. That systems to ensure compliance with the provisions of all
applicable laws were in place and were 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 as a result of 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
in conjunction with the financial statements included herein and the notes thereto.
Acknowledgment
Your directors would like to record their appreciation for the enormous
personal efforts as well as the collective contribution of all the employees to the
Company's performance. The directors 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 to the Company and the
confidence reposed in the management.
|
On behalf of the
Board of Directors |
|
Sd/- |
Sd/- |
|
Bharat D Shah |
Subir Chakraborty |
Place : Mumbai |
Chairman |
Managing Director & CEO |
Date : 8th May 2023 |
DIN: 00136969 |
DIN: 00130864 |