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Directors Report of Panasonic Appliances India Company Ltd. Company
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Directors Report of Panasonic Appliances India Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report together with the Company's audited financial statements for the financial year ended March 31, 2015:

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

Rs. in Crores Particulars 2014-2015 2013-2014

Net Sales 188.56 157.33

Other Income 0.62 0.67

Total Income 189.18 158.00

Profit before Interest and Depreciation 6.84 3.78

Less: Interest 2.87 3.83

Less: Depreciation 3.70 3.39

Profit/(Loss) before Tax 0.27 (3.44)

Add/(Less): Exceptional Items 0.14 -

Tax expense - 0.01

Profit/(Loss) after Tax 0.41 (3.43)

Less: Current Income Tax - -

Profit/(Loss) after Tax 0.41 (3.43)

Balance carried forward to Balance Sheet 0.41 (3.43)

Review of Performance

Your Company was able to register a net profit of Rs.0.41 Crores during the year 2014-15 after incurring losses for the past 3 years. The improvement in the performance of the Company under a sluggish economy and weak consumer demand is a testimony to the fact that various measures initiated by the Company to reduce cost and improve profitability have started yielding results. The increased focus on cost reduction measures at its manufacturing facility, office and branches with special emphasis on reducing input costs, overhead expenses and reduction in interest cost helped the Company to improve its financial performance. The increase in exports coupled with a favorable exchange rate also helped the Company to improve its performance in 2014 -15.

Considering that the overall consumer sentiment and business confidence which prevailed during the financial year 2014 - 15 was not conducive to the business due to a host of factors, the fact that your Company was able to increase its sales compared to previous financial year with an improvement in the bottom line is an encouraging fact. The management of the Company is of the opinion that the change in circumstances wherein the Company was successfully completed the delisting process and Panasonic buying out the stake held by the Indian Promoter will provide the Company with much needed capital back-up and operational flexibility.

During the year under review the gross sales of the Company stood at Rs. 208.33 Crores as against Rs. 176.48 Crores in the previous year. The Company recorded a profit of Rs. 0.41 Crores as against loss of Rs. 3.43 Crores incurred in the previous year.

There was no material change for commitment affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than disclosed in the financial statements. There was no change in the nature of business during the year.

Delisting of Shares from Stock Exchanges and Buyout of Shares held by Indian Promoters by Panasonic

Panasonic Corporation, foreign Promoter of the Company bought out the shares of the Indian Promoter Group viz., P.Obul Reddy Group in an off-market acquisition. Subsequent to the buyout of shares from the Indian promoters, Panasonic Corporation, conveyed its intention to the Company to voluntarily delist the Company's Equity shares from the Stock exchanges on which they were listed, viz., the BSE Limited (BSE) and Madras Stock Exchange Limited (MSE) in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.The objective of the delisting of shares by the promoters of the Company was to increase ownership of Panasonic Corporation in the Company which would help Panasonic Corporation exercise increased operational flexibility to support the Company's business and to provide an exit opportunity to the public shareholders of the Company, given the low liquidity in the Equity Shares of the Company.

The proposal to delist the equity shares of the Company from the Stock Exchange was approved by the shareholders through Postal Ballot. Thereafter the Reverse Book Building (RBB) process for discovery of the exit price and acquiring the required number of shares had been carried out in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. The discovered price arrived by RBB was Rs.380/- per equity share which Panasonic decided to accept and the shares offered within the discovered price under RBB were accepted by Panasonic. The procedural formalities in respect of delisting had been completed during April 2015 and the trading in the equity shares of the Company had been discontinued w.e.f April 17, 2015.

The remaining public shareholders of the Company who did not or were not able to participate in the RBB process or who unsuccessfully tendered their Equity Shares in the RBB process, will be able to offer their Equity Shares to the Acquirer viz., Panasonic at the Exit Price of Rs. 380 for a period of twelve (12) months from April 24, 2015 upto April 23, 2016.

Amendment of Articles of Association

In order to align the provisions in the Articles of Association ("AoA") with the provisions of Companies Act, 2013 and to address the change in the Management Structure consequent to the exit of Indian Promoters, the Company has amended its AoA by replacing it with new set of AoA by obtaining shareholders approval through Postal Ballot effective from June 22, 2015.

Dividend

Considering that the Company does not have any retained profit and also carries accumulated losses in its books, no dividend is recommended in compliance with the Companies (Declaration and Payment of Dividend) Rules, 2014.

Board of Directors

The composition of the Board of Directors of the Company is furnished in the Corporate Governance Report annexed to this Report. Consequent to the transfer/sale of shares held by the Indian Promoter namely P. Obul Reddy Group to Panasonic Corporation, Mr. Harshad Reddy, representative of the Indian Promoter on the Board resigned from the directorship of the Company with effect from October 17, 2014.

In line with the provisions of revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges and proviso to Section 149 (1) (b) of the Companies Act 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 , requiring appointment of a Woman Director on the Board of the Company, Ms. T.S. Sundarambal was appointed as an additional director (Independent) on the Board with effect from October 01, 2014. She holds office up to the date of the forthcoming Annual General Meeting and is required to seek appointment at the Annual General Meeting. Vide letter dated August 24, 2015, Ms. Sundarambal had informed the Board that she is not intending to seek appointment at the Annual General Meeting. The Rules relating to appointment and qualification of Directors, requiring appointment of Woman Director are not applicable to the Company with effect from April 24, 2015 due to the delisting of equity shares of the Company from the Stock Exchanges carried out in accordance with the SEBI Delisting Regulations.

Mr.Shigeru Dono,a non-executive director representing Panasonic Corporation on the Board of the Company resigned with effect from April 28, 2015 and Mr.Yosuke Matsunaga was appointed as Director in the causal vacancy created due to the resignation of Mr.Shigeru Dono on the same day. Since the term of Mr.Shigeru Dono as Director would have come to an end on the date of ensuing AGM had he be continued and considering that Mr. Yosuke Matsunaga was appointed in the casual vacancy created due to resignation of Mr.Shigeru Dono, the resolution seeking approval of the shareholders for the appointment of Mr. Yosuke Matsunaga as a Director of the Company liable to retire by rotation is included in the notice of Annual General Meeting to enable him to continue as a Director on the Board.

The term of Mr. Hidenori Aso as Managing Director of the Company in terms of the approval granted by the shareholders of the Company came to end on July 31, 2015. The Board of Directors based on the recommendation of Nomination and Remuneration Committee of the Board approved re-appointment of Mr. Hidenori Aso for a further period of 3 years effective August 1, 2015. The resolutions seeking approval of the Shareholder for the re-appointment of Mr. Hidenori Aso is included in the Notice of the Annual General Meeting.

Declaration by Independent Directors

All the Independent Directors submitted the declaration of Independance as required under section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independance as provided under section 149(6) and clause 49 of the Listing Agreement.

Number of Meetings of the Board

The Board of Directors of your company had 11 meetings during the financial year 2014-15. Details of the Board Meetings held for the year 2014-15 have been furnished in the Corporate Governance Report and forms part of this report.

Separate Meeting of Independent Directors

As required under schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate meeting of the Independent Directors was held on February 13, 2015. The meeting reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson, taking into account the views of other directors and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Audit Committee

The Audit Committee of the Board is constituted on the terms of reference as prescribed under Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board of Directors) Rules 2014 and Clause 49 of the Listing Agreement. The details of the Audit Committee composition, number of meetings held, etc. are disclosed in Corporate Governance Report which forms part of this Report.

Remuneration Policy and Appointment to the Board / Key Managerial Personnel

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a remuneration policy for all employees of the Company including senior management and the Directors. The remuneration policy of the Company is designed to attract, motivate and retain suitable manpower in a competitive market. The remuneration package for each person is designed keeping a balance between fixed remuneration and profit and performance-linked incentives in order to achieve corporate performance targets. The Board affirms that the remuneration is as per the Remuneration Policy of the Company. The Governance policies laid down by the Board of directors of your company include:

i. Policy on appointment and removal of Directors, Key Managerial Personnel and Senior Management

ii. Policy on remuneration to the Directors, Key Management Personnel and Senior Management and other Employees

The Policy for appointment and removal of Directors, KMPs and Senior Management and their Remuneration is provided in Annexure 1 to the Board's report.

Key Managerial Personnel (KMPs)

During the year under review, Mr. Tom Antony who was holding the position of both Chief Financial Officer and Company Secretary had relinquished his position as company secretary in order to align with the provisions of Companies Act, 2013. Subsequent to this Ms. Tessa J K was appointed as the Company Secretary of the Company on August 29, 2014.

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Hidenori Aso, Managing Director, Mr. Tom Antony Chief Financial Officer and Head-Operations and Ms. Tessa J K Company Secretary served as the Key Managerial Personnel of the Company for the financial year 2014 - 2015. Ms.Tessa J.K had resigned from the service of the Company effective July 13, 2015.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Details in respect of adequacy of Internal Financial Controls with reference to the financial statements

The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence to the company's policies, the safe guarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as "Annexure 2".

Related Party Transactions (RPT)

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties in the financial year which were in conflict with the interest of the Company.

All RPTs are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. The Board of Directors of the Company, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. None of the Directors has any pecuniary relationships or transactions via-a-vis the Company.

Suitable disclosures as required by the Accounting Standards (AS18) have been made in the notes forming part of the Financial Statements. The details of transactions entered into with the Related Parties are enclosed as "Annexure 3".

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sandeep & Associates Practicing Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is provided as "Annexure 4".

There are no qualifications, reservation or adverse remark or disclaimer made in the Secretarial Audit Report.

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Companies (Accounts) Rules, 2014

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in "Annexure 5" which forms part of this report.

Statutory Auditors

The term of office of M/s. Brahmayya & Co, Chartered Accountants, [ICAI Registration No.000511S], as Statutory Auditors of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company. M/s. Brahmayya & Co., Chartered Accountants, has been acting as the Statutory Auditors of your Company since 1991.

A special notice has been received from Panasonic Corporation, Japan in its capacity as Member of the Company, proposing a resolution at the forthcoming Annual General Meeting for appointment of M/s. BSR & Co. LLP, Chartered Accountants as Statutory Auditors of the Company in place of M/s. Brahmayya & Co, Chartered Accountants being the retiring Auditor. The Board of Directors of the Company on the recommondation of Audit Committee, subject to approval of the Members, has recommended M/s. BSR & Co. LLP Chartered Accountants as the Statutory Auditors of the Company. A resolution proposing appointment of M/s. BSR & Co. LLP Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

M/s. Brahmayya & Co, over many years, supported the Company and have maintained the highest level of governance, rigour and quality in their audit. The Board places on record its appreciation for the services rendered by M/s. Brahmayya & Co, Chartered Accountants as the Statutory Auditors of the Company

Your Company has received a written confirmation from M/s. BSR & Co. LLP Chartered Accountants that their appointment, if made, would satisfy the criteria provided in Section 141 of the Companies Act, 2013 for their appointment.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Internal Auditors

The Company engaged M/s. Venkatesh & Co., Chartered Accountants, as internal Auditors of the Company. The scope of work includes review of processes for safegurding the assets of the Company, review of operational efficiency, effetiveness of systems and processess and assessing the internal control strengths in all areas.

Anti- Sexual Harassment Policy

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 became effective from December 2013 and is applicable to the Company. In line with the requirement of this Act, the Company had constituted an Internal Compliance Committee and also framed an Anti Sexual Harassment policy for prevention of sexual harassment at workplace. During the year under review there was no complaint reported under this.

Deposits / Loans & Advances, Guarantees or Investments

Your Company has not accepted any deposits from the public during the year under review. There were no loans/advances, guarantees and investments made during the year under review coming under the purview of Section 186 of the Companies Act, 2013.

Statement under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There are no employees drawing remuneration of more than Rs. 60 lakhs or drawing remuneration of Rs. 5 lakhs per month, if employed part of the year as required under Rule 3(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Corporate Social Responsibility

Panasonic Company as a whole aims at a CSR Management that is trusted by the society and implements this by undertaking several initiatives that contribute to the society and promote energy saving and environmental sustainability management. Developing green and energy-efficient products, reducing CO2 emissions, resource circulation, contributing to local communities, expanding with environmental technology at the core, encouraging the spread of environmental conservation activities, developing an excellent working environment and promoting 'eco ideas' for everybody everywhere, are some of the ways Panasonic carries this out. The manufacturing process and plants of your Company adhere with the standards laid down by various regulatory authorities for the protection of environment and safety of workers engaged in the manufacturing process.

The Corporate Social Responsibility of your Company has been guided by the CSR Management philosophy of Panasonic coupled with its basic management philosophy which states that the mission of an enterprise is to contribute to the progress and development of society and the well-being of people worldwide. The sound business practices adopted by the Company are in line with its value system. As a responsible corporate citizen, your Company greatly values the conservation of our environment and is committed to conducting business activities with minimal adverse impact on the environment.

There was no mandatory requirement for the Company to spend any amount towards CSR activities as it was a loss making company in the past 3 years. However as a good corporate citizen, it has continued its green belt activities by planting tree samplings in and around the factory premises. As a part of saving energy, consumption and resources, your Company is working considerably in reducing paper usage. Ground water conservation measures include recycling the waste water with the help of sewage water treatment plants and utilizing it for purposes like gardening, cleaning, etc. In an effort to promote CSR activities in local areas, the Company sponsors healthcare Programs and also extends financial assistance to improve the infrastructure requirement of schools functioning in its neighborhood. .

Product safety and quality underline the Company's determination to deliver a sense of security and satisfaction in its products to all its customers and your Company obtained the certificate of membership from Safety Association for Everyone (SAFE). The Company ensures product safety by enhancing product designs and adhering strictly to Panasonic's Safety Design Standard, regulatory requirements and Restriction of Hazardous Substances ("RoHS") compliance. The Company has through its "eco ideas" activities contributed to the prevention of global warming by implementing measures that help to reduce CO2 emissions. The operations have been reviewed to improve energy efficiency by reducing energy, fuel and diesel consumptions in daily operations which have a direct impact on CO2 emissions.

Corporate Governance

Your Company recognizes the importance and need of good Corporate Governance as an important step in creating stakeholders confidence and for a healthy and stable Capital Market thereby enhancing the long term enterprise value. In spite of the fact that the requirements under Clause 49 is not mandatory for the Company as per the revised Clause 49, your Company endeavors to follow the corporate governance requirements under Clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement, Management Discussion and Analysis Report (Annexure '6') and Corporate Governance Report (Annexure '7') along with Auditors' certificate regarding compliance of the conditions of Corporate Governance are given as part of this Annual Report. In view of the delisting of the equity shares of the Company from the Stock Exchanges with effect from April 24, 2015, the Corporate Governance requirements prescribed under clasue 49 of the Listing Agreement as well as the provisions in respect of Corporate Governance under Companies Act, 2013 applicable to listed companies are not applicable to the Company. However the Company continues to comply with most of the Corporate Governance requirements applicable to listed companies in its efforts to maintain highest degree of Corporate Governance.

Transfer of Amounts To Investor Education And Protection Fund

Pursuant to the provision of Section 205A (5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Industrial Relations

The relations with the workmen and employees of the Company have continued to remain cordial.

Code of Conduct

The Company has already in place a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.

Acknowledgements

Your Directors wish to express their deep sense of appreciation for the committed services of all the employees of the Company. They also place on record their appreciation for the support and co-operation your Company has been receiving from its Bankers, Customers, Distributors, Dealers, Suppliers and other Business Partners and also the valuable assistance received from the collaborator Panasonic Corporation, Japan. Your Directors take this opportunity to thank all stakeholders, banks, regulatory and government authorities for their continued support. As we continue to grow and expand, we look forward to sharing our success in the years ahead with all our stakeholders.

For and on behalf of the Board

Place : Chennai Hidenori Aso A.Raghavendra Rao

Date : August 24, 2015 Managing Director Director


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Accounts of your Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended March 31, 2014 is summarized below:

(Rs. in Crores) Particulars 2013-2014 2012-13

Revenue from Operations (including Excise Duty) 176.48 167.10

Other Income 0.66 0.65

Profit before depreciation and interest 3.78 (4.55)

Less: Interest 3.83 3.41

Depreciation 3.39 3.48

Profit / (Loss) before Tax (3.44) (11.44)

Less: Provision for taxation 0.01 0.03

Profit / (Loss) after Tax (3.43) (11.41)

Balance in Profit & Loss Account brought forward (6.16) (8.25)

Accumulated Balance in Profit & Loss Account (9.59) (19.66)

Less: Loss adjusted against securities premium account pursuant to scheme of arrangement - 13.50

Profit/Loss after adjustment as per the Scheme of Arrangement - (6.16)

Balance of Profit & Loss carried to Balance Sheet (9.59) (6.16)

PERFORMANCE

Your Company was able to record a better than expected performance considering the adverse external factors that prevailed during the financial year 2013-14. The increased focus on cost reduction measures at its manufacturing facility, office and branches with special emphasis on reducing input costs and overhead expenses helped the Company to improve its financial performance in spite of the political turmoil which severely affected sales in its major market Andhra Pradesh. The increase in exports coupled with a favourable exchange rate also helped the Company to improve its performance in 2013- 14. However, in spite of the aggressive efforts taken by the Company for cost reduction, the impact of the high fixed and overhead costs still continues to be a major factor affecting the company''s financial performance.

Considering that the overall consumer sentiment and business confidence which prevailed during the financial year 2013-14 was not conducive due to a host of factors, the fact that your Company was able to increase its sales compared to previous financial year with an improvement in the bottom line shows a sign of revival. The management of the Company strongly believes that the strategic initiatives which were implemented during the previous financial years are far-reaching and will definitely materialize in the long-term and deliver a sustainable and profitable growth.

During the year under review the gross sales of the Company stood at Rs.176.48 Crores as against Rs.167.10 Crores in the previous year. The Company has incurred a loss of Rs.3.43 Crores in 2013-14 as against Rs.11.41 Crores in the previous year.

DIVIDEND

In the absence of any distributable profit, the Board of Directors do not recommend any dividend for the financial year 2013-14.

INCREASE IN SHARE CAPITAL

During the year the Company has allotted 2,89,000 equity shares of face value of Rs. 10/- each at a premium of Rs.115/- per share to Panasonic Corporation as a result of the conversion of 2,89,000 Zero Coupon Compulsorily Convertible Debentures (CCD''s) of the face value of Rs. 125/- held by Panasonic Corporation into equity shares. Subsequent to the allotment of shares as aforesaid, the Paid-up Equity Share Capital of the Company stands increased to Rs. 9,83,20,000/- divided into 98,32,000 equity shares of face value Rs. 10/- each from its previous level of Rs. 9,54,30,000/- divided into 95,43,000 equity shares of face value Rs. 10/- each

DIRECTORS

Your Directors express their profound grief and sorrow on the sad demise of Mr. Justice S Natarajan, Non-Executive Independent Director of the Company, on April 11, 2014. Mr. Justice S Natarajan joined the Board of the Company in the year 1990 and has been associated with the Company ever since. Your Directors place on record its deep sense of appreciation for the outstanding contribution made and the role played by Mr. Justice S Natarajan as an Independent Director on the Board for the growth of the Company and the interest of all its stakeholders for the last 14 years.

During the year, Mr. Norifumi Matsui who was representing Panasonic Corporation, Japan, resigned from the Directorship of the Company. The Board places on record their appreciation for the valuable contribution made by Mr. Norifumi Matsui during his tenure as Director on the Board of the Company.

The Board of Directors had co-opted Mr. Shigeru Dono as an Additional Director at its meeting held on November 12, 2013 and he was subsequently appointed as Director on the Board of the Company at the Annual General Meeting held on December 31, 2013.

In accordance with the Articles of Association of the Company and applicable provisions of the Companies Act, 2013, Mr. Harshad Reddy retires by rotation at the ensuing Annual General Meeting at the ensuing Annual General Meeting at the ensuing Annual General Meeting

The Company has received notices under Section 160 of the Companies Act, 2013, from members proposing the appointment of Mr. K. Subramanian, Mr. Ajit. G. Nambiar and Mr. A. Raghavendra Rao as Independent Directors. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the Clause 49 of the Listing Agreement with the Stock Exchanges. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company and shall not be subject to retirement by rotation. The profiles of these Directors, as required by Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges is given along with the Notice of the Annual General Meeting.

AUDITORS

The Statutory Auditors of the Company, M/s. Brahmayya & Co., Chartered Accountants retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. Their re-appointment as the Statutory Auditors for the Financial Year 2014-15, forms part of the Notice of the said Annual General Meeting and the Resolution is recommended for your approval.

COST AUDITORS

As per the requirement of the Central Government and pursuant to the requirement of Section 233B of the erstwhile Companies Act 1956, the Company had appointed M/s. Thanigamani & Associates, Cost Accountants, as Cost Auditors for the Financial Year 2013-2014. The Cost Audit Report for the Financial Year ended March 31, 2014 is being filed within the prescribed time.

PERSONNEL

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE AND OUTGO

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of the Companies Act, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in "Annexure A" to the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that they had:

i. Followed in the preparation of Annual Accounts, the applicable Accounting Standards and given proper explanations relating to material departures, if any;

ii. 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 of the Company for that period.

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

iv. Prepared the Annual Accounts on a going concern basis.

AWARDS & RECOGNITIONS

Your Company has obtained the ISO 9001:2008 (quality management) certification for quality excellence in its operations. This certificate demonstrates your Company''s and management''s sustained commitment to ensure the highest levels of quality and consistency of execution and in meeting globally recognised management system requirements.

Your Company has been awarded and classified under the category of ''Star Export House'' by the Government of India, Ministry of Commerce. This status would enable your Company to enjoy a number of preferential treatments both for import and export in addition to accelerated processing of export incentives.

CORPORATE SOCIAL RESPONSIBILITY

Panasonic Company as a whole aims at a CSR Management that is trusted by the society and implements this by undertaking several initiatives that contribute to the society and promote energy saving and environmental sustainability management. Developing green and energy-efficient products, reducing CO2 emissions, resource circulation, contributing to local communities, expanding with environmental technology at the core, encouraging the spread of environmental conservation activities, developing an excellent working environment and promoting ''eco ideas'' for everybody everywhere, are some of the ways Panasonic carries this out. The manufacturing process and plants of your Company adhere with the standards laid down by various regulatory authorities for the protection of environment and safety of workers engaged in the manufacturing process.

The Corporate Social Responsibility of Your Company has been guided by the CSR Management philosophy of Panasonic coupled with its basic management philosophy which states that the mission of an enterprise is to contribute to the progress and development of society and the well-being of people worldwide. The sound business practices adopted by the Company are in line with its value system. As a responsible corporate citizen, your Company greatly values the conservation of our environment and is committed to conducting business activities with minimal adverse impact on the environment.

Your Company has continued its green belt activities by planting tree samplings in and around the factory premises. As a part of saving energy, consumption and resources, your Company is working considerably in reducing paper usage. Ground water conservation measures include recycling the waste water with the help of sewage water treatment plants and utilizing it for purposes like gardening, cleaning, etc. In an effort to promote CSR activities in local areas, the Company was also a sponsor for the Program "Vetri Ungal Kayil 2013" conducted by the Gojan School of Business & Technology for meritorious Higher Secondary students.

Product safety and quality underline the Company''s determination to deliver a sense of security and satisfaction in its products to all its customers and your Company obtained the certificate of membership from Safety Association For Everyone (SAFE). The Company ensures product safety by enhancing product designs and adhering strictly to Panasonic''s Safety Design Standard, regulatory requirements and Restriction of Hazardous Substances ("RoHS") compliance. The Company has through its "eco ideas" activities contributed to the prevention of global warming by implementing measures that help to reduce CO2 emissions. The operations have been reviewed to improve energy efficiency by reducing energy, fuel and diesel consumptions in daily operations which have a direct impact on CO2 emissions.

CORPORATE GOVERNANCE

Your Company recognizes the importance and need of good Corporate Governance as an important step in creating stakeholders confidence and for a healthy and stable Capital Market thereby enhancing the long term enterprise value. Apart from the mandatory corporate governance requirements under Clause 49 of the listing agreements with Stock Exchanges, your Company endeavors to follow the Corporate Governance Voluntary Guidelines 2009 issued by Ministry of Corporate Affairs.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report (Annexure ''B'') and Corporate Governance Report (Annexure ''C'') along with Auditors'' Certificate regarding Compliance of the Conditions of Corporate Governance are given as part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of Section 205A (5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

INDUSTRIAL RELATIONS

The relations with the employees of the Company have continued to remain cordial.

ACKNOWLEDGEMENTS

Your Directors wish to express their deep sense of appreciation for the committed services of all the employees of the Company. They also place on record their appreciation for the support and co-operation your Company has been receiving from its Bankers, Customers, Distributors, Dealers, Suppliers and other Business Partners and also the valuable assistance received from the collaborator Panasonic Corporation, Japan. Your Directors take this opportunity to thank all stakeholders, banks, regulatory and government authorities for their continued support. As we continue to grow and expand, we look forward to sharing our success in the years ahead with all our stakeholders.

(For and on behalf of the Board of Directors)

Place : Chennai Hidenori Aso A. Raghavendra Rao Date : August 29, 2014 Managing Director Director


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Accounts of your Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The performance of your Company for the financial year ended March 31, 2012 is summarized below:

(Rs. in Crores)

Particulars 2011-12 2010-11

Revenue from Operations (including Excise Duty) 198.78 201.77

Other Income 0.42 0.49

Profit / (Loss) before depreciation and interest (5.88) 7.59

Less: Interest 3.68 2.21

Depreciation 3.18 2.75

Profit / (Loss) before Tax (12.74) 2.62

Less: Provision for taxation 0.03 0.83

Profit / (Loss) after Tax (12.77) 1.79

Add: Profit brought forward from previous year 4.52 3.72

Balance available for Appropriation (8.25) 5.52

Less: Dividend proposed / paid - 0.86

Tax on dividend - 0.14

Balance of Profit / Loss carried to Balance Sheet (8.25) 4.52

PERFORMANCE

The year under review was a difficult period for the Company where it had encountered a huge loss of Rs. 12.77 Crores as against the profit of Rs. 1.79 Crore in the previous year. As you are aware, the Company has successfully developed and established a business model which comprised manufacture and sale of Electric Cooker and Mixer Grinder under "Panasonic" Brand and trading of "Panasonic" brand imported products viz., Microwave Oven and other kitchen/small appliances, Beauty care, and Health care/Personal care products. The Company was forced to discontinue the business in traded products as Panasonic Corporation decided to shift this business to Panasonic India Private Limited (PI) as part of its strategy to consolidate sales of all Panasonic products in India under PI. The discontinuation of business in traded products has affected the Business Model of the Company and it was unable to reduce the cost associated with the imported products business as the Company had been maintaining a common infrastructure and resources for sales and marketing of both manufactured and traded products.

During the year under review the gross sales of the Company stood at Rs. 198.78 Crores as against Rs. 201.77 Crores in the previous year. The Company has incurred a loss of Rs. 12.77 Crores in 2011-12 as against the profit of Rs. 1.79 Crores in the previous year.

DIVIDEND

Owing to the inadequacy of profit, the Board of Directors was unable to recommend any dividend for the financial year 2011-12.

INCREASE IN SHARE CAPITAL

Pursuant to the approval of members at the Extra-ordinary General Meeting held on May 07, 2012, the Company has allotted 9,73,000 Equity Shares of face value Rs. 10/- each at a premium of Rs. 115/- per Equity Share on a preferential basis to Panasonic Corporation, the foreign promoter of the Company. Consequent to the allotment of shares as aforesaid, the Paid-up Equity Share Capital of the Company stands increased from the present Rs. 8,57,00,000/- divided into 85,70,000 equity shares of face value Rs. 10/- each to Rs. 9,54,30,000/- dividend into 95,43,000 equity shares of face value Rs. 10/- each.

UTILISATION OF ISSUE PROCEEDS - PREPAYMENT OF LONG TERM LOANS

In line with the object of the issue as informed to the members while seeking their approval for the preferential issue of shares to the promoters, the Company has utilized the entire proceeds amounting to Rs. 12.16 Crores raised from the preferential issue of shares for the purpose of pre-payment of the long term loans availed by the Company. However the Company could not completely pre-pay the long term loans as originally planned as the Indian Promoter represented by P.Obul Reddy Group has not subscribed to their portion of the preferential issue which also resulted in reduction in the number of shares originally planned to be issued to the Panasonic Corporation as it had to comply with certain provisions under SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011.

CHANGE OF NAME OF THE COMPANY

The Shareholders of the Company approved the proposal to change the name of the Company from Panasonic Home Appliances India Company Limited to Panasonic Appliances India Company Limited at the Extra-ordinary General Meeting of the Company held on May 07, 2012. The change of name as above has been approved by the Central Government and became effective from June 29, 2012.

IMPORTED PRODUCT BUSINESS

In the Annual General Meeting held on September 25, 2009 the Shareholders were informed that the Company is considering a proposal to integrate its sales and marketing activities with Panasonic India Private Limited (PI), which is a company registered in India and wholly owned by Panasonic Corporation, Japan. The Proposal was mooted in the context of the global policy of Panasonic Corporation, Japan of "One Country - One Sales Company". Pending further negotiations with PI, it was decided to have a "routing arrangement" with effect from 01.07.2009, under which all the sales of your Company were routed though PI. However the negotiations could not successfully completed till now due to differences between your Company and PI, on the terms and conditions in respect of transfer of sales and marketing activities of the Company to PI. In view of this, the Board of Directors decided to discontinue the routing arrangement with effect from 01.11.2011.

The proposal for transfer of sales and marketing to PI, envisages payment of consideration to your Company by PI for the intangible assets involved including sales and marketing network. However in the absence of a consensus on the terms and conditions governing the proposed transfer, it is unlikely to receive any amount as consideration from PI during the current financial year.

Considering the delay in arriving at a mutually acceptable proposition regarding the proposed transfer and the deteriorating financial position, the Company has requested Panasonic Corporation to extend its support to overcome the present difficulties and bring the business of the Company back to profitability.

DIRECTORS

In accordance with the Articles of Association Mr.Justice S Natarajan and Mr.K.Subramanian retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

AUDITORS

M/s.Brahmayya & Co., Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has also received a confirmation from them that their appointment would be within the limits prescribed under proviso of Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The Central Government has made cost audit mandatory for most of the Companies operating in the manufacturing sector with effect from 01.04.2012. Accordingly, your Company has appointed M/s.SJ & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2012-13, subject to the approval of Central Government.

PERSONNEL

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "A" to the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that they had:

i. Followed in the preparation of Annual Accounts, the applicable Accounting Standards and given proper explanations relating to material departures, if any;

ii. 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 loss of the Company for that period.

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

iv. Prepared the Annual Accounts on a going concern basis.

AWARDS & RECOGNITIONS

Your Company begged Bronze Medal in the 19th World Quality Control Circle Convention conducted by Panasonic Corporation which was held in Japan during December 2011. Considering that the other participants of this Convention were the best manufacturing companies from the Panasonic Group located in various countries, this ward is a great achivement and recognition for your Company.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility of the Company has been guided by the basic management philosophy of Panasonic, which states that the mission of an enterprise is to contribute to the progress and development of society and the well- being of people worldwide. As a responsible corporate citizen, your Company greatly values the conservation of our environment and is committed to conducting business activities with minimal adverse impact on the environment.

Your Company endeavors to produce energy-efficient products and strive for reduction of CO2 emissions and encourage the spread of environmental conservation activities. The manufacturing process and plants of your Company adhere to the standards laid down by various regulatory authorities for the protection of environment and safety of workers engaged in the manufacturing process. Your Company has obtained certification under ISO 14001 Environment Management System Standards from TUV India Private Limited.

The Company has undertaken various activities to spread environmental awareness among the citizens living in and around the location of its factory. As a part of this, training programs were conducted for the school children and local people. The Company has continued its green belt activities by planting tree samplings inside and outside the factory premises. As a part of ground water conservation measures, the waste water generated is recycled with the help of sewage water treatment plant and used for purposes like gardening, cleaning etc.,

Product safety and quality underline the Company's determination to deliver a sense of security and satisfaction in its products to all its customers. The Company ensures product safety by enhancing product designs, adhering strictly to Panasonic's Safety Design Standard, regulatory requirements and Restriction of Hazardous Substances ("RoHS") compliance. The Company has through its "eco ideas" activities contributed to the prevention of global warming by implementing measures that help to reduce CO2 emissions. The operations have been reviewed to improve energy efficiency by reducing energy, fuel and diesel consumptions in daily operations which have a direct impact on CO2 emissions.

CORPORATE GOVERNANCE

Your Company recognizes the importance and need of good Corporate Governance as an important step in creating stakeholders confidence and for a healthy and stable Capital Market thereby enhancing the long term enterprise value. Apart from the mandatory corporate governance requirements under Clause 49 of the listing agreements with Stock Exchanges your Company endeavors to follow the Corporate Governance voluntary Guidelines 2009 issued by Ministry of Corporate Affairs.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report (Annexure 'B') and Corporate Governance Report (Annexure 'C') along with Auditors' Certificate regarding Compliance of the Conditions of Corporate Governance are given as part of this Annual Report.

DEPOSITS

Your Company has not accepted/ invited any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of Section 205A (5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. During the year an amount of Rs. 151,287/- being the unclaimed dividend pretaining to financial year 2004-05 had been transferred to the Investor Education and Protection Fund.

ACKNOWLEDGEMENTS

Your Directors wish to express their deep sense of appreciation for the committed services of all the employees of the Company. Your Directors also take this opportunity to thank all stakeholders, banks, regulatory and government authorities for their continued support. As we continue to grow and expand, we look forward to sharing our success in the years ahead with all our stakeholders.

(By Order of the Board)

for Panasonic Appliances India Co. Ltd

Place : Chennai H.Aso Justice S Natarajan

Date : August 16, 2012 Managing Director Director


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts of your Company for the financial year ended March 31, 2010.

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended March 31, 2010 is summarized below:

(Rs. in Lakhs)

Particulars 2009-10 2008-09

Gross Sales 14465.86 10986.28

Profit before depreciation and interest 620.08 492.06

Less: Interest 93.92 48.44

Depreciation 226.66 184.78

Profit before Tax 299.50 258.84

Less: Provision for taxation and FBT 106.10 117.16

Profit after Tax 193.40 141.68

Add: Profit brought forward from previous year 278.88 261.06

Balance available for Appropriation 472.28 402.74

Less: Dividend proposed / paid 85.70 102.84

Tax on dividend 14.23 17.48

Transfer to General Reserve - 3.54

Balance of Profit & Loss carried to Balance Sheet 372.35 278.88

PERFORMANCE

During the year under review your Company has registered an impressive growth in its sales where the gross sales increased to Rs.144.66 Crore from Rs.109.86 Crore in the previous year registering a growth rate of 31.68%. The increase in sales was mainly contributed by the Electric Cooker segment. Your Company has registered a profit before tax of Rs.299.50 Lakhs as against Rs. 258.84 Lakhs, in the previous year. The profit after tax of your Company stood at Rs. 193.40 Lakhs as against Rs. 141.68 Lakhs in the previous year.

DIVIDEND

As you are aware, your Company has made considerable investments during the past two years for the purpose of manufacturing mechanical jar cooker as well for the ongoing capacity expansion project. Part of the investment required for the above purposes are funded through internal generations which made it necessary to retain a part of the profit generated during the year with the Company. Keeping in mind the fund requirements of the Company and the shareholders expectations, the Board of Directors have decided to recommend a final dividend of Rs.1/- per share (10 %) on an equity share of par value Rs. 10/- for the financial year 2009-10. The payment of dividend is subject to shareholders approval at the ensuing annual general meeting to be held on September 24, 2010. The Register of Members and Share Transfer Books will remain closed from September 18, 2010 to September 24, 2010 (both days inclusive) for the purpose of Annual General Meeting and payment of dividend.

Dividend as recommended by the Board of Directors, if declared at the Annual General Meeting, will be payable on or after October 04, 2010 to those shareholders/members whose names appear on the Register of Members as on September 24, 2010. In respect of shares held in Electronic Form, the dividend will be payable on the basis of beneficial ownership as per the details furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose. This dividend, together with dividend distribution tax of Rs. 14.23 Lakhs absorbs a sum of Rs.99.93 Lakhs.

DIRECTORS

Your Directors express their profound grief on the sad demise of Shri P.Obul Reddy, the beloved founder and Chairman of the Company, on June 30, 2010 and pay tributes to his vision and entrepreneurial spirit and for the immense contribution made by him for the establishment and growth of the Company. Apart from being an industrialist, Mr.P.Obul Reddy was a great philanthropist and patron of the fine arts. The sudden demise of Mr.P.Obul Reddy is an irreparable loss to the Company and the Institutions associated with him.

During the year Ms.Machiko Miyai who was representing Panasonic Corporation resigned from the Directorship of the Company. The Board has co-opted Mr.Norifumi Matsui as Director in the casual vacancy created due to the resignation of Ms.Machiko Miyai. The Board places on record their appreciation for the valuable contribution made by Ms.Machiko Miyai during her tenure as Director on the Board of the Company.

In accordance with the Articles of Association Mr.K.Subramanian and Mr.Norifumi Matsui retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s.Brahmayya & Co., Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and has given their consent for reappointment. The Company has also received a confirmation from them that their appointment would be within the limits prescribed under proviso of Section 224(1 B) of the Companies Act, 1956.

PERSONNEL

The particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules1975 as amended are furnished in Annexure "A" to the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "B" to the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that they had:

i. Followed in the preparation of Annual Accounts, the applicable Accounting Standards and given proper explanations relating to material departures, if any;

ii. 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 of the Company for that period.

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

iv. Prepared the Annual Accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, your Company greatly values the conservation of our environment and is committed to conducting business activities with minimal adverse impact on the environment. Your Company endeavors to produce energy-efficient products and strive for reduction of C02 emissions at its manufacturing site and encourage the spread of environmental conservation activities. The manufacturing process and plants of your Company adhere to the standards laid down by various regulatory authorities for the protection of environment and safety of workers engaged in the manufacturing process. Your Company has obtained certification under ISO 14001 Environment Management System Standards from TUV NORD.

Product safety and quality underline the Companys determination to deliver a sense of security and satisfaction in its products to all its customers. The Companys improved quality of products was through enhancement in Product Evaluation System encompassing product development, design and manufacturing. At the same time, the Company also ensures product safety by enhancing product designs, adhering strictly to Panasonics Safety Design Standard, regulatory requirements and Restriction of Hazardous Substances ("RoHS") compliance. The Company has through its "eco ideas" activities contributed to the prevention of global warming by implementing measures that help to reduce C02 emissions. Several awareness campaigns on energy efficiency were initiated. The operations have been reviewed to improve energy efficiency by reducing energy, fuel and diesel consumptions in daily operations which have a direct impact on C02 emissions.

AWARDS & RECOGNITION

The Institute of Economic Studies, New Delhi, (IES) one of the countrys premier research institutes has conferred the Excellence Award on the Company in recognition for its contribution to the Industrial development of the Country and Udyog Rattan Award to Mr.H.Aso, Managing Director. The award was presented by Mr. Korn Dabbaransi, Former Deputy Prime Minister of Thailand at the award ceremony held on December 02, 2009 at Bangalore.

CORPORATE GOVERNANCE

Your Company recognizes the importance and need of good Corporate Governance as an important step in creating stakeholders confidence and for a healthy and stable Capital Market thereby enhancing the long term enterprise value.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report and Corporate Governance Report along with Auditors Certificate regarding Compliance of the Conditions of Corporate Governance are given in Annexure C and Annexure D to the Directors Report respectively.

DEPOSITS

Your Company has not accepted/ invited any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

ACKNOWLEDGEMENTS

Your Directors wish to express their deep sense of appreciation for the committed services of all the employees of the Company. The Board place on record their appreciation for the support and co-operation your Company has been receiving from its Bankers, Customers, Distributors, Dealers, suppliers and other business partners and also the valuable assistance received from the collaborator Panasonic Corporation, Japan. Your Directors also take this opportunity to thank all stakeholders, banks, regulatory and government authorities for their continued support. As we continue to grow and expand, we look forward to sharing our success in the years ahead with all our stakeholders.

(By Order of the Board)

For Panasonic Home Appliances India Co. Ltd

Place : Chennai HIDENORIASO JUSTICE S NATARAJAN

Date : July 22, 2010 MANAGING DIRECTOR DIRECTOR



 
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