The Directors presents their 65th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

STATE OF COMPANY'S AFFAIRS:

Your Company is in the business of sales and service of Lead Storage Batteries, Power Backup Systems, Automotive parts and Solar Photovoltaic Products. It has a nationwide network of 29 sales offices and warehouses and 109 peoples are providing sales and services to the customers' across India.

In the Lead Storage Battery segment, your Company markets its own brands of automotive and non-automotive batteries. Your Company markets a premium range of batteries known as ZENIDE and ZENIDE GOLD and it also markets AUTOZEN and POWERZEN standard range of batteries. These batteries are sold to end-users, OE customers and to battery dealers and power solution providers across India. PAE also provides battery charging service to its customers. The range of batteries includes automotive, motorcycle, tubular and sealed-maintenance-free and valve-regulated lead acid batteries.

Batteries sold across India are supported by its high-quality and prompt service network as well as its dealer network that is present in almost every state of India. The warranty claims process is built on a technology platform that enables customers to make warranty or service claims and gives suggestions by SMS, on its website as well as a toll free number.

In the Power Backup Systems segment, PAE Renewables Pvt. Ltd. (Wholly owned subsidiary of PAE) markets UPS, inverters, ELOS (Emergency Lift Operating Systems), and EPS (Emergency Power Systems). In addition to marketing, PAER also provides installation and after sales service to its customers.

Your company provides value to the manufacturer by reducing market risk, parts obsolescence risk and credit risk. Your company is in a better position to cater to rapid changes in the marketplace by keeping purchase and sales decision-making at the regional level. Further, using an advance and ever- changing information technology system, your company is able to adapt to market changes quickly.

FINANCIAL RESULTS

The financial highlights of the year are:

Particulars                                  Standalone
                                             March  March
                                             2015   2014

Income from operation                        7523   8655

Other Income                                  136    121

Total Income                                 7659   8776

Exceptional Items                            (714)  (781)

Less Interest Expenses                       (433)  (511)

Less Depreciation                             (73)   (55)

Less Exceptional Items                        113     --

Profit/(loss) before Tax ~                  (1107) (1347)

Less Provision for Taxation 89                -- 

Net Profit/(Loss) after Tax                 (1019) (1347)

                                            (Rs In Lacs)
                                            Consolidated 
                                            March  March
                                            2015   2014

Income from operation                       8193   9479

Other Income                                 186    107

Total Income                                8379   9586

Less Interest Expenses                      (688)  (727)

Less Depreciation                           (392)  (384)

Less Exceptional Items                        73     --

Profit/(loss) before Tax                   (1406) (1659)

Less Provision for Taxation                   91     31

Net Profit/(Loss) after Tax                (1316) (1628)

During the financial year 2014-15 the total income decreased by 12.73% to Rs.7,659 lacs as compared to last year's total income of Rs. 8,776 lacs. Loss before Tax increased accordingly by 17.82% to Rs. 1,107 lacs in the current year as compared to Rs. 1,347 lacs in the previous year. This was due to the decrease in sales and other operational activities of the Company, on account of difficult market conditions, financial crunch and challenging situation worldwide.

DIVIDEND AND BOOK CLOSURE:

The Board of Directors does not recommend dividend on equity shares for the current financial year.

The register of members and share transfer books will remain close from Monday, August 10, 2015 to August 13, 2015 (both days inclusive) for the 65th Annual General Meeting of the Company scheduled to be convened on 13th August, 2015 at The Victoria Memorial School for the Blind, 73, Tardeo Road, Opp. Tardeo A/c market, Mumbai-400 034.

FINANCIAL SITUATION:

Reserves & Surplus

As at March 31,2015 Reserves and Surplus amounted to Rs. (Minus) 592.83 lacs as compared to Rs.463.83 lacs of previous year. The said scenario is due to inadequate profitability during the year under review and contribution of losses by the wholly owned subsidiaries.

Long Term Borrowings

There has been decrease in the Long Term Borrowings to Rs.175.63 compared to Rs.788.48 lacs as at March 31,2014.

Short Term Borrowings

The Short Term Borrowings also decreased to Rs.1,805 lacs as at March 31,2015 as compared to Rs.2,302.70 lacs as at March 31,2014.

Fixed Asset

Net Fixed Assets as at March 31, 2015 have decreased to Rs.607.62 lacs as compared to Rs.825.88 lacs in the previous year.

Investments

Investments are at Rs. 2,001.93 lacs as on March 31,2015 as compared to last year Rs.2,001.80 lacs.

Authorised Capital

The current Authorised Share Capital of the Company is Rs. 25.00. 00.000 (Rupees Twenty Five Crores) divided into 1.50.00. 000 (One Crore Fifty lacs) Equity shares of Rs.10/- each and 1,00,00,000 (One Crore ) Preference shares of Rs.10/- each.

The company with approval of members at the 64th Annual General Meeting increased the Authorised Capital to the tune of Rs.5,00,00,000/- (Rupees Five Crores) by creation of

50.00. 000 lacs Preference Shares of Rs.10/- each ranking pari-passu to the existing Preference Shares.

Equity Shares

The paid up Equity share capital of the Company as on March 31,2015 was Rs.9,94,96,000/- comprising of 99,49,600 equity shares of Rs. 10/- each.

During the year the company issued and allotted 4,30,000 equity shares on conversion of 4,30,000 11% Optionally Convertible, Cumulative Redeemable Preference Shares (OCCRPS) Rs.10 each as requested by Preference Shareholders.

Preference Shares

The paid up Preference share capital of the Company as on March 31, 2015 was Rs.8,47,00,000/- comprising of

80.00. 000 11% Non-Convertible, Cumulative, Redeemable Preference shares of Rs.10/- each and 4,70,000 11% Optionally Convertible, Cumulative Redeemable Preference Shares (OCCRPS) Rs.10 each.

BOARD OF DIRECTORS MEETINGS :

The Board normally meets once in a quarter and additional meetings are held as and when required. During the year, the

Board of Directors met 4 times i.e. on May 23, 2014, August 08, 2014, November 10, 2014 and February 06, 2015. The dates of Board Meetings were generally decided in advance with adequate notice to all Board Members.

APPOINTMENT / RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL (KMP):

During the year:

1) Dr. Mrs. Pratibha A. Doshi was appointed as Additional Director on the Board of the Company with effect from May 23, 2014 and her appointment was regularised by the Shareholders at the 64th Annual General Meeting of the Company.

2) Mr. Dilip J. Thakkar, Independent Director had resigned from the directorship of the Company with effect from September 24, 2014 and

3) Mr. Vishal Totla, Company Secretary of the Company had resigned with effect from March 30, 2015.

The Board of Directors accepted their resignations and given them best wishes for their future endeavors.

Dr. Mrs. Pratibha A. Doshi is retiring by rotation and being eligible offers herself for reappointment.

The Members had approved appointment of Mr. Pritam A. Doshi as Managing Director of the Company at the 60th AGM for a period of five years upto March 31,2015. The Board of Directors at its meeting held on May 29, 2015 had re- appointed him as Managing Director for further term of 3 years subject to approval of the Members at the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from Dr. Rajendra Nath Mehrotra, Mr. Karthikeyan Muthuswamy and Mr. John O Band, Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE COMPANIES ACT, 2013:

The Board of Directors of your Company in consultation with Nomination and Remuneration Committee had formulated and adopted Code for Independent Directors and which contains policy on director's appointment and remuneration including criteria for determining qualification, positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under the code of independent directors and provisions of section 178(3) of the Companies Act, 2013.

The Company has an Independent Audit Committee comprising of 3 (three) Independent Directors and 1 (one) Executive Director. Consequent upon resignation of Mr. Dilip J. Thakkar, Dr. Rajendra Nath Mehrotra was appointed as a Chairman of the Audit Committee with effect from November 10, 2014. Mr. Karthikeyan Muthuswamy, Mr. John O. Band, Independent Directors and Mr. Pritam Doshi, Managing Director of the Company are Members of the Committee. All the members of the Audit Committee are financially literate. In view of their professional qualification and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report.

EVALUATION OF PERFORMANCE OF BOARD:

During the year a separate Meeting of Independent Directors of the Company was held on 28th March, 2015, which was attended by all the Independent Directors to discuss and review the self-assessment of Directors, Board and Committees thereof and also assessed the quality, content and timeliness of flow of information between the Management and the Board

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY:

Particulars of loans made, guarantees given or investments in securities by the Company are provided in the Note 19 of notes to the Financial Statements.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:

During the year there was no related party transactions of material nature that may have a potential conflict with interests of the Company, all transactions with related parties were in the normal course of business. On recommendation of Audit Committee the Board ratifies all the related party transactions on quarterly basis. The details of the transactions are annexed herewith as 'Annexure- I' in the prescribed Form AOC-2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Since the Company does not own any manufacturing facility or unit, hence disclosures with respect to conservation of energy, technology absorption being not relevant, have not been given. During the year the foreign exchange outgo was Rs.0.49 lacs and foreign exchange earnings were Nil.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments has been done my management affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relates and the date of the report.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as it is suffering losses since last three consecutive years, hence disclosure in this regard are not provided.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)):

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The directors are committed to comply with the laws and regulations to which it is subject. For this, it has put in place systems, policies and procedures to interpret and apply these laws and regulations in the organizational environment. In consonance with the object of transparency and good governance, the board of directors of the company formulated and adopted "Whistle Blower Policy and Vigil Mechanism"

The organization's internal controls and operating procedures are intended to detect and prevent improper activities. In this regard, the Company believes in developing a culture where it is safe for all the Directors/Employees to raise concerns about any poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical treatment of all those who work in and with the organization.

The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the group which have a negative bearing on the organisation either financially or otherwise.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION (SECTION 197(12)):

Details pertaining to remuneration as required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules, 2014 are provided in 'Annexure-II' to the Board's Report.

DISCLOSURES:

Disclosures pertaining to remuneration to directors and other details as required under Section 197(12) of the Act read with Rule 5(1 ) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors do hereby declare that:

(i) No employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

(ii) No employee for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

(iii) No employee throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

SUBSIDIARY COMPANIES:

The Company has three unlisted subsidiary companies and two step down foreign based subsidiaries. PAE Renewables Private Limited, PAE Infrastructure Private Limited and Shurjo Energy Private Limited are the Indian wholly owned subsidiaries of the company. Sovox Renewables Pte. Ltd., Singapore is wholly owned subsidiary of PAE Renewables Pte. Ltd., Singapore (PAER, Singapore) and PAER, Singapore is wholly owned subsidiary of PAE Renewables Pvt. Ltd. and both are step down subsidiaries of the Company.

Shurjo Energy Limited (SEPL):

SEPL has been manufacturing solar panels and industry currently in a challenging situation worldwide. During the year SEPL reported a lower turnover of Rs. 2.45 lacs compared to Rs. 6.90 lacs last year. As at March 31,2014 the accumulated losses in SEPL have exceeded its net worth by Rs. 426.47 lacs.

PAE Renewables Private Limited (PAER):

During the year under review, PAER sold its 24.39% stake in Sovox Renewables Private Limited. During the year PAER reported lower turnover of Rs. 732.31 lacs compared to last year turnover of Rs.899.06 lacs. The company incurred loss of Rs. 45.73 lacs comparatively loss for the last year amounting to Rs. 70.56 lacs due to heavy cost of finance and operating expenses.

PAE Infrastructure Private Limited ("PAE Infra"):

PAE Infra achieved higher turnover of Rs.2.32 lacs as compared to last year turnover of Rs.2.11 lacs. The net profit accordingly high amounting to Rs. 0.46 lacs as compared to last years net profit of Rs.0.30 lacs.

Sovox Renewables Pte. Ltd. (Sovox, Singapore)

Sovox, Singapore wholly owned subsidiary of PAER, Singapore have achieved turnover of USD 903,283 compared to last year's turnover of USD 33 and accordingly earned profit amounting to USD 891,660 compared to last year's losses of USD 9,185.

PAE Renewables Pte. Ltd (PAER, Singapore):

PAER, Singapore wholly owned subsidiary of PAE Renewables Pvt. Ltd., India, have incurred losses of USD 914,295 compared to last year's losses of USD 10,844 due to Non-operation and Administrative Expenses. During the year under review PAER entered.

Pursuant to Section 129(3) read with rule 5 of Companies (Accounts) Rules, 2014, the Statement containing salient features of the financial statement of subsidiary companies is provided in the Annual Report as per Form AOC-1.

DEPOSITS COVERED UNDER CHAPTER-V OF THE COMPANIES ACT, 2013:

The Company had accepted deposits prior to the commencement of Companies Act, 2013. In terms of section 74(1)(b) of the Companies Act, 2013 such deposits amounting to Rs.259.84 Lacs have been repaid during the year and an amount of Rs.307.69 Lacs are pending for due for the period under review. The deposits pending for due will be repaid on the respective due dates as per the terms of acceptance of the same, in terms of explanation to Rule 19 of the Companies (Acceptance of Deposits) Rules, 2014.

During the year, the Company has not accepted any new deposits from public in terms of section 73 of the Companies Act, 2013.

No deposits were accepted by the subsidiary companies incorporated in India except in case of Sovox Renewables Private Limited, where it has accepted deposits of Rs 15.00 lacs from individuals during the financial year, however it has not made any compliances related to the provisions of Section 73 to 76 of the Companies Act, 2013, Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

M/s. K. S. Aiyar & Co., Chartered Accountants, the Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the provisions of the Companies Act, 2013 and also that their firm is not disqualified within the meaning of Section 141 of the Companies Act, 2013, for such appointment.

The Audit Committee and the Board of Directors therefore recommend the appointment of M/s. K. S. Aiyar & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2015-2016 for the approval of the Members.

With reference to "Basis for Qualified Opinion" in Standalone Audit Report pertaining to company's investment of Rs.785.55 Lacs and loans and advances of Rs.655.47 lacs in its subsidiary, Shurjo Energy Pvt. Ltd.(SEPL), the management is of opinion that no diminution is required in company's long term strategic investment in the subsidiary company and the company is considering diversification plan in its activities. Also the loans and advances given to SEPL are considered likely to be recoverable.

Further, The carrying cost of company's investment of Rs.1176 lacs in its subsidiary, PAE Renewables Pvt. Ltd.(PAER) which in turn has invested in it's step down wholly owned subsidiary, Sovox Renewables Pvt. Ltd., India (Sovox). The management is of the opinion that, loss arising out of the sale transaction and impact of its on PAER investment is not presently ascertainable. The same will be considered on completion of sale transactions of shares.

Further, the report of independent auditors on standalone and consolidated financial statements are presented in a separate section forming part of the Annual Report .

The Company undertaken Secretarial Audit for the year 2014- 15 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report issued by M/s. Shravan Gupta & Associates, Practicing Company Secretary is enclosed herewith as Annexure-III

HUMAN RESOURCES:

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the culture where its employees

are motivated and their performance is aligned with values. Company has achieved this present level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity and innovation and ensuring a climate of synergy and enthusiasm have been at the core of Human Resource initiatives and interventions.

Your Company has adequate internal financial control and adopted Internal Financial Control Policy in order to maintain confidentiality of price sensitive information and internal

The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of Directors has not constituted a Risk Management Committee as is not mandatory to the company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

There were no significant and material orders passed by the regulators and/or courts or tribunals during the year, but two suppliers (Creditors) of the Company had filed a winding up petition against the Company before Hon'ble Bombay High Court; M/s. Gabriel India Limited for outstanding dues of Rs.1.31 Cr. and M/s. Mahle Filter Systems India Limited for outstanding dues of Rs.1.31Cr. In respect to said matters the management of the Company has settled the matters with petitioners and signed Consent Terms for settlement

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchanges for their continued support and cooperation. The Directors also wish to place on record their appreciation of the contribution made by the business partners / associates at all levels.

For and be half of the Board of the Director

Sd/- Arvind A. Doshi Chairman

Place Mumbai Date 29th May 2015