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Directors Report of Panasonic Carbon India Co. Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting to you their 33rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015 and the Auditors' Report thereon.

1. FINANCIAL RESULTS:

The summarized working results for the year ended 31st March, 2015 as compared with the earlier year are as under:

Rs. in Lakhs

Particulars 2014-15 2013-14

Gross Income 4693.37 4025.31

Profit Before Interest 1466.08 1037.57

and Depreciation

Finance Charges - -

Gross Profit before Depreciation 1466.08 1037.57

Provision for Depreciation 65.33 37.85

Net Profit Before Tax 1400.75 1037.57

Provision for Tax 486.63 353.00

Net Profit After Tax 914.12 684.57

Balance of Profit brought forward (Net of Depreciation of Rs.12.24 Lakhs on those assets for which its usefull life is NIL as on 1st April, 2014 ) 8.48 29.25

Balance available for appropriation 922.60 713.82

Proposed Dividend on Equity Shares 384.00 336.00

Tax on proposed Dividend 78.18 57.10

Transfer to General Reserve 450.00 300.00

Surplus carried to Balance Sheet 10.42 20.72

2. DIVIDEND :

Your Directors recommend an increased dividend of Rs. 8/- per Share (i.e.) 80% which as per the provisions of Income Tax Act presently in force will not be taxed in the hands of the Shareholder. However, the Company will be paying the prescribed tax on the distributed dividend. The same is in line with the financial strategy and policy of the company. This dividend if approved by you at the ensuing 33rd Annual General Meeting will be paid to the Shareholders whose names appear in the Register of Members as on the date of said Meeting.

4. SEGMENT-WISE PERFORMANCE:

The Company operates in only one Segment (i.e.) Carbon Rod as a component of Dry Cell Batteries.

By value, while Domestic Sales was 41%; Exports Sales was 59%.

5. FINANCIAL ARRANGEMENTS:

Your Company continues to be free from debts - both on Long Term and on Working Capital requirements. The surplus funds available with the Company are being invested with Banks in fixed deposits at regular intervals in line with the policy of the Company. This is reflected in increased deposits.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has adequate internal control procedures commensurate with its size and nature of the business. These business control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and statutes. A firm of experienced Chartered Accountants had carried Internal Audit throughout the year. Whenever it is required, the systems and procedures are upgraded.

7. HUMAN RESOURCES:

The relationship with Employees continues to be cordial. The Company always considers its human resources as its most valuable assets. Imparting adequate and specialized training to its employees is an on going exercise in the Company.

8 STATEMENT PURSUANT TO LISTING AGREEMENTS:

Your Company's Securities are listed with BSE Ltd. and the Annual Listing Fees has been paid up to date. Madras Stock Exchange Limited (MSE) did not achieve the prescribed turnover before the period stipulated by SEBI and hence has opted to seek voluntary surrender of its recognition. Hence your company's securities have been delisted from Madras Stock Exchange Limited.

9. TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, FOREIGN EXCHANGE ETC:

Details regarding conservation of energy, foreign exchange and technology absorption including R&D efforts are given separately in Annexure-A to this Report.

10. CODE OF CORPORATE GOVERNANCE:

In compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchange, a detailed report on Corporate Governance as updated with the particulars of this financial year, is annexed to this report as Annexure-B together with Report of the Auditors on the compliance with the said Code.

11. AWARDS & RECOGNITIONS:

Your Company continues to be a highly trusted Company for the quality of its products innovation and renovation of products that are based on strong customer insights and ability to engage around the world. During the year, your Company received many honours which reflect its successful strategies and management technique. Some of the key awards and recognitions:

1. Export House Status: Your Company had obtained the Status of Export House Certificate from Government of India, Ministry of Commerce, Directorate General of Foreign Trade (DGFT) in recognition of good Export performance. The Company continues to enjoy the Export House Certificate status.

2. CB-ISAMAE CUP: Your Company had

participated in CB-ISAMAE (India, South Asia, Middel East and Africa) Region Cup competition organized by M/s. Panasonic Corporation, Japan in India for Cost Busters Project and stood first from Group-A, Manufacturing Companies. Your Company also won and received the silver prize at the CB world cup 2014, finals which was organized by M/s. Panasonic Corporation, Japan, in different regions for the theme 'reduction of fuel cost by using Pyrolsis Oil in place of long time used Furnace Oil for thermic fluid heaters'.

3. APAC Green Factory Challenge Special Award:

Your Company had received special award from M/s. Panasonic Corporation, Japan, under Chemical substance Management "Reduction of coal tar consumption in blending composition for all the grades".

12. ENVIRONMENT:

Your Company has consistently emphasized and worked towards sustainable use of natural resources. In order to promote the Environment Awareness for everybody and everywhere and to boost the PCIN brand image on a global basis, the Company had organized the "ECO" relay event on 25th June, 2014 at the TADA Village where your factory is located. The Company had distributed T-Shirts and Caps with the slogan inscribed on ECO Activities to participants especially students from TADA School. The Company actively makes effort to increase awareness among the students about the global warming and energy saving tips to sustain the environment and environmental protection. The Company constantly evaluates the new initiatives that could reduce waste and emissions within the factories.

13. DIRECTORS:

Mr. Hideyuki Okunaga had resigned from the Board of your Company effective 1st January, 2015.

Mr. Motoshige Nishimura had resigned from the Board of your Company effective 1st January, 2015.

Mr. Hitoshi Arata retired from the Board of your Company effective 31st July, 2014 opting not to seek re-appointment.

The Board of Directors places on record their appreciation for the valuable contribution made by Mr. Hideyuki Okunaga, Mr. Motoshige Nishimura and Mr. Hitoshi Arata for the growth of the Company during their tenure of Directorship.

Mr. K.K. Jiwarajka passed away on 31st July, 2014. The Board of Directors expresses their profound grief and deep shock over the sudden and untimely demise of Mr. K. K. Jiwarajka, Promoter Director of the Company. The Directors place on record their deep sense of appreciation for the outstanding contribution made by him as a Promoter Director on the Board and the growth of the Company.

Mr. Kunal Jiwarajka was appointed as an additional Director in the casual vacancy caused on the demise of Mr. K.K Jiwarajka at the Board Meeting held on 30th October, 2014.

Mrs. C. Jayashree was appointed as an additional Director (Independent) at the Board Meeting held on 21st January, 2015 effective from 1st April, 2015.

Information about all the Directors proposed to be appointed/re-appointed is furnished in the Explanatory Statement under Section 102 of the Companies Act, 2013 under the heading "Information about the Directors proposed to be appointed/re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.

The Directors recommend that all the resolutions placed before the Members regarding the appointment of the Directors be approved.

14. MEETINGS:

In each quarter one Audit Committee Meeting and one Board Meeting were conducted. Notice along with Agenda was circulated in advance to the Directors within the period prescribed under the Companies Act, 2013. During the year four Board Meetings and four 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.

15. PERFORMANCE EVALUTION:

The Board evaluates the performance of Non-executive and Independent Directors every year. All the Non- executive and Independent Directors are eminent personalities having wide experience in the field of business, industry and administration. Their presence on the Board is advantageous and fruitful in taking business decisions.

16. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration.

The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interest of the Company and its shareholders. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The Nomination and Remuneration Committee recommends the remuneration of executive Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, whereever necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements u/s 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your Directors confirm that they have:

1. followed in the preparation of financial Statements, the applicable Accounting Standards and given proper explanation relating to material departures , if any;

2. 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 Statement of the Company for that period;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the Assets of the Company and to prevent and detect fraud and other irregularities;

4. prepared the Annual Accounts on a "Going Concern" basis;

5. laid down internal financial controls in the company and that are adequate and were operating effectively; and

6. devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Health Care, Drinking Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

During the year, your Directors have constituted the Corporate Social Responsibility (CSR) Committee comprising Mr. V.R Gupte as the chairman and Mr. A. Raghavendra Rao, Mr. K. Subramanian and Mr. R. Senthil Kumar as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The Annual Report on CSR activities is annexed herewith as Annexure-C. Additionally, the CSR Policy has been uploaded on the website of the Company at www.panasoniccarbon.co.in

19. GREEN INITIATIVE:

During the year 2013-14, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous year, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.panasoniccarbon.co.in

Electronic copies of the Annual Report 2014-15 and Notice of the 33rd AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014-15 and the Notice of the 33rd AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary, Panasonic Carbon India Co. Ltd.

The Company is providing evoting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for evoting are provided in the Notice.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return for the Financial Year ended 31st March 2015 in Form MGT-9 is annexed herewith as Annexure-D

21. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. V. Nagarajan & Co, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-E

22. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished in Annexure-F

23. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval on a quarterly basis for the transactions which are of a foreseen and repetitive nature.

The Board of Directors of the Company has, on recomendation of Audit Committee adopted a policy to regulate the transactions between the company and its related parties in compliance with the applicable provisions of companies Act, 2013 and rules made thereunder and the Listing Agreement. This policy has been uploaded on the website of the company at www.panasoniccarbon.co.in

The Particulars of contracts entered during the year exceeding 10% of annual consolidated turnover as per AOC-2 is enclosed as Annexure-G.

24. WHISTLE BLOWER POLICY/VIGIL MECHANISIM

As per Companies Act, 2013 read with Clause 49 of the Listing Agreement, the Board of Directors of the Company have constituted Vigil Mechanism/Whistle Blower Policy and adopted a policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor it can be used as a route for raising malicious or unfounded allegations about a personal situation. We further affirm that no employee has been denied access to the audit committee during year 2014-15.

25. STATUTORY AUDITORS:

The Statutory Auditors of the Company, M/s.Brahmayya & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting of the Company. As per section 139 of the Companies Act, 2013 and rules made thereunder it is proposed to appoint M/s. Brahmayya & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting to till the conclusion of the next Annual General Meeting of the Company.

As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Company has received letter to the effect that their re-appointment if made would be within the prescribed limit under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

26. COST AUDITORS:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, as amended, Carbon Rod products manufactured by the Company and falling under the specified Central Excise Tariff Act heading, are not covered under the ambit of mandatory cost audit from the financial years commencing on or after 1st April, 2015.

27. INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 confirming that they meet with the criteria of Independence laid down in Section 149(6).

28. TRAINING OF INDEPENDENT DIRECTORS :

Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to our Company's culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, Board procedures, our major risks and management strategy. The appointment letters of Independent Directors has been placed on the Company's website at www.panasoniccarbon.co.in

29. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met during the year on 21st January, 2015 to review the performance of non-I ndependent Directors Chairperson of the Company and the Board as a whole. They had assessed the quality, quantity and timeliness of flow of information between the company Management and the Board.

30. RISK MANAGEMENT:

A Risk Management Policy was framed and approved by the Board. The objective of this policy is to minimize the adverse impact of various risks to business goals and objectives and to enhance the value to the stakeholders.

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year under review, Mr. R. Senthil Kumar, Managing Director & CEO, Mr. P. Venkateswara Rao , Chief Financial Officer and Mr. R. Manoranjan, Company Secretary of the Company, were re-designated as the Whole Time Key Managerial Personnel (KMP) of the Company under section 203 of the Companies Act, 2013.

32. ACKNOWLEDGEMENT:

Your Directors wish to record their sincere appreciation for the support, co-operation, guidance and assistance provided by the Foreign Collaborators, M/s. Panasonic Corporation, Japan. Your Directors thank the valued Customers for their patronage, the Suppliers for their timely and quality supply, and the Bankers, State and Central Governments for extending their invaluable support.

Your Directors place on record their appreciation of the dedicated services of the employees of the Company at all levels for the growth of the Company.

Your Directors are especially thankful to the esteemed Shareholders for the confidence reposed and their continued encouragement and support.

By Order of the Board of Directors For Panasonic Caron India Co. Limited

Place: Chennai V.R. GUPTE R. SENTHIL KUMAR Date: 7th May, 2015 DIRECTOR MANAGING DIRECTOR


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting to you their 32nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014 and the AuditorsRs Report thereon.

FINANCIAL RESULTS:

The summarized working results for the year ended 31st March, 2014 as compared with the earlier year are as under:

Year ended Year ended Particulars 31.03.2014 31.03.2013 (Rs in Lakhs) (Rs in Lakhs)

Profit before depreciation 1075.42 1014.44 Less: Depreciation 37.85 39.57 Balance Profit before taxation 1037.57 974.87 Less: Provision for Taxation after 353.00 321.36 adjustment towards deferred tax Balance Profit after Taxation 684.57 653.51 Add: Surplus Brought 29.25 18.84 Forward from Previous year ----- ----- Amount available for Appropriation 713.82 672.35 ----- -----

Your Directors recommend the following Appropriations:

Proposed Dividend 336.00 336.00 Taxation on Dividend 57.10 57.10 Transfer to General Reserve 300.00 250.00 Transfer to Profit and Loss Statement 20.72 29.25

Total 713.82 672.35

DIVIDEND :

Your Directors recommend a dividend of Rs 7/- per Share (i.e.) 70% which as per the provisions of Income-tax Act presently in force will not be taxed in the hands of the Shareholders. However, the Company will be paying the prescribed tax on the distributed dividend. This dividend if approved by you at the ensuing 32nd Annual General Meeting will be paid to the Shareholders whose names appear in the Register of Members as on the date of said Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS:

INDUSTRY AND BUSINESS OVERVIEW AND OPERATIONAL AND FINANCIAL PERFORMANCE:

Your Company sold 2008 Mln. Pcs. of Carbon Rods, as against 2131Mln. Pcs., which is 94% of Sales of last year. The Domestic Sales Quantity and Value were 1125 Mln. Pcs. and Rs 17.21 Crores, which works out to 101% and 100% respectively of the Sales of last year. The increase in Domestic Sales was mainly on UM-3 and UM-4 carbon rods and decrease in UM-1 when compared to the last year

The Export Sales Quantity and value were 883Mln. Pcs. and Rs 17.48 Crores compared to last yearRss quantity of 1021Mln. Pcs. and Rs 17.91 Crores. Compared to last year, export sales quantity works out to 87% and value 98%. As informed last year, your Company could stabilize the exports to Panasonic Group Battery Factories in Poland, Peru, Thailand, Indonesia and other customers in African countries on regular basis.

There is a steep increase of fuel price and the electricity cost resulted in increase of production cost. The furnace oil price increased by 9 % and the electricity cost increased by 17%. However, reduced the fuel consumption by relocating the thermic fluid heater nearer to the process, by closely monitoring and maintaining the kiln temperature pattern, by improving productivity and by using pyrolysis oil as fuel in thermic fluid heater, the impact of increase in fuel price is minimized to the maximum extent. Though we could not get the orders from some of the Panasonic Group Companies as planned, we could get additional orders from African and Asian customers. The increase in profitability for the current year is mainly due to favorable exchange rate, orders from Africa and Asian customers and the various cost control measures initiated.

OUTLOOK ON OPPORTUNITIES AND THREATS, RISKS AND CONCERNS:

The Company has higher production capacity to meet any increased demand of Carbon rods in the Domestic and International Markets in the years to come. The company also increased the production capacity especially in smaller size carbon rods to meet the increasing demand by adding one mini screw press and one grinding machine. Your Company is also hopeful in maintaining the Domestic Sales by maintaining the quality and timely supply. In the Export Front, the Company is depending on the Battery market trend of various countries. Based on the present indications, your Company is confident of maintain the current yearRss levels of export quantities in the coming years and also initiating efforts for improving the same. The Directors assure that all steps are being taken by the Company to achieve growth in the coming years, in proportion to the growth of the Dry Battery Industry by taking into consideration the adverse conditions, if any, in the Dry Battery Industry.

There are no materially significant threats, risks or concerns to the Company.

SEGMENT-WISE PERFORMANCE:

The Company operates in only one Segment (i.e.) Carbon Rods as a component of Dry Cell Batteries.

By value, while Domestic Sales was 50%; Exports Sales was 50%.

FINANCIAL ARRANGEMENTS:

Your Company continues to be free from debts - both on Long Term and on Working Capital requirements. The surplus funds available with the Company are being invested with Banks in deposits at regular intervals in line with the policy of the Company. This is reflected in increased deposits.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has adequate internal control procedures commensurate wih its size and nature of the business. These business control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and statutes. A firm of experienced Chartered Accountants had carried Audit throughout the year. Whenever it is required, the systems and procedures are upgraded.

HUMAN RESOURCES:

The relationship with Employees continues to be cordial. The Company always considers its human resources as its most valuable asset. Imparting adequate and specialized training to its employees is an on going exercise in the Company.

STATEMENT PURSUANT TO LISTING AGREEMENTS:

The CompanyRss Securities are listed with Madras Stock Exchanges Ltd and BSE Ltd and it has paid the respective Annual Listing Fees up-to-date and there are no arrears.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, FOREIGN EXCHANGE ETC:

Details regarding conservation of energy, foreign exchange and technology absorption including R&D efforts are given separately in Annexure RsARs to this Report.

CODE OF CORPORATE GOVERNANCE:

A detailed report on Corporate Governance as updated with the particulars of this Financial Year, as per the directions from SEBI is annexed to this report (Annexure "B") together with Report of the Auditors on the compliance with the said Code.

PERSONNEL:

Particulars of employment as required under Section 217(2A) of the Companies Act, 1956 are not furnished as none of the employees were in receipt of remuneration exceeding the limits prescribed under the Companies Act.

EXPORT HOUSE STATUS:

The Company had obtained the Status of Export House Certificate from Government of India, Ministry of Commerce, Directorate General of Foreign Trade (DGFT) in recognition of good Export performance. The Company continues to enjoy the Export House Certificate status.

ENVIRONMENT:

The Company has consistently has emphasized and worked towards sustainable use of natural resources. In order to promote the "ECO" Ideas for everybody and everywhere with an objective to create awareness and boost the PCIN brand image on a global basis, the Company had organized the "ECO" relay event on 25th June, 2013. The Company had distributed T-Shirts and caps with the slogan inscribed on ECO Activity to participants especially students from TADA School. The Company actively makes effort to increase awareness among the students about the global warming and energy saving tips to sustain the environment and environmental protection. The Company constantly evaluates the new initiatives that could reduce waste and emissions within the factories.

DIRECTORS:

Mr. Hiroyuki Aota had resigned from the Board of your Company effective 23rd January, 2014.

Mr. Kenichi Kudara had resigned from the Board of your Company effective 23rd January, 2014.

Mr. Mitsutoshi Shigeta was appointed as a Director in the casual vacancy caused on the resignation of Mr. Hiroyuki Aota at the Board Meeting held on 23rd January, 2014.

Mr. Hideyuki Okunaga was appointed as a Director in the casual vacancy caused on the resignation of Mr. Kenichi Kudara at the Board Meeting held on 23rd January, 2014.

The Board of Directors places on record their appreciation for the valuable contribution made by Mr. Hiroyuki Aota and Mr. Kenchi Kudara for the growth of the Company during their tenure of Directorship.

In accordance with the Articles of Association of the Company Mr. K.K Jiwarajka retires by rotation at this Annual General Meeting and being eligible seek re-appointment.

In accordance with the Articles of Association of the Company Mr. Hitoshi Arata who retires by rotation and does not seek re-appointment at this Annual General Meeting owing to his busy schedule and commitments on the overseas boards.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. V.R. Gupte, Mr. A.R. Rao and Mr. K. Subramanian as Independent Directors of the Company for Five consecutive years for a term up to 31st March, 2019.

Information about all the Directors proposed to be appointed/re-appointed is furnished in the Explanatory Statement under Section 102(1) of the Companies Act, 2013 under the heading "Information about the Directors proposed to be appointed/re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.

The Directors recommend that all the resolutions placed before the Members regarding the appointment of the Directors be approved.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements u/s 217(2AA) of the Companies Act, 1956 with respect to DirectorsRs Responsibility Statement, your Directors confirm that they had:

1. followed in the preparation of Annual Accounts, the applicable Accounting Standards and given proper explanation relating to material departures, if any;

2. 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 Profit of the Company for that period;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the Assets of the Company and to prevent and detect fraud and other irregularities; and

4. Prepared the Accounts on a Going Concern basis.

STATUTORY AUDITORS:

The Statutory Auditors of the Company, M/s.Brahmayya & Co., Chartered Accountants, Chennai, retire in accordance with the provisions of Companies Act, 1956 and are eligible for re-appointment. The Company has received letter to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the companies Act, 2013 and they are not disqualified for re-appointment. The Audit Committee and the Board of Directors recommend the re-appointment of M/s.Brahmayya & Co., Chartered Accountants, as the Auditors of the Company.

COST AUDITORS:

As per the directions of Central Government, the Company has appointed M/s. P. Raj Iyer, M.Pandurangan Associates, practicing Cost Accountants, CHENNAI, as the Cost Auditors of the Company under Section 233B of the Companies Act, 1956, to conduct the Audit of Cost Accounting Records maintained by the Company for the Financial Year 2013-14. The Cost Audit Report for the Financial Year 2013-14 will be submitted to the Central Government before the due date.

ACKNOWLEDGEMENT:

Your Directors wish to record their sincere appreciation for the support, co-operation, guidance and assistance provided by the Collaborators, M/s. Panasonic Corporation, Japan. Your Directors thank the valued Customers for their patronage, the Suppliers for their timely and quality supply, the Shareholders for the confidence reposed and the Bankers, State and Central Governments for extending their invaluable support.

Your Directors place on record their appreciation of the dedicated services of the employees of the Company at all levels for the growth of the Company.

Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

By Order of the Board of Directors For Panasonic Caron India Co. Limited

Place: Chennai VAR. GUPTA R. SENTHIL KUMAR Date: 08.05.2014 DIRECTOR MANAGING DIRECTOR


Mar 31, 2013

TO THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting to you their 31st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013 and the Auditors'' Report thereon.

FINANCIAL RESULTS

The summarised working results for the year ended 31st March, 2013 as compared with the earlier year are as under:

Particulars Year ended Year ended 31.03.2013 31.03.2012 (Rs.in Lakhs) (Rs.in Lakhs)

Profit before depreciation 1014.44 626.96

Less: Depreciation 39.57 43.79

Balance Profit before taxation 74.87 583.17

Less: Provision for Taxation after adjustment towards 321.36 190.07 deferred tax

Balance profit after Taxation 653.51 393.10

Add: Surplus brought forward 18.84 66.24 from Previous year

Amount available for Appropriation 672.35 459.34

Your Directors recommend the following Appropriations: Proposed

Dividend 336.00 336.00

Taxation on Dividend 57.10 54.51

Transfer to General Reserve 250.00 50.00

Transfer to Profit & Loss Account 29.25 18.83

Total 672.35 459.34



DIVIDEND

Your Directors recommend a dividend of Rs. 7/- per Share (i.e.) 70%, which as per the provisions of Income-tax Act presently in force; will not be taxed in the hands of the Shareholders. However, the Company will be paying the prescribed tax on the distributed dividend. This dividend if approved by you at the ensuing 31st Annual General Meeting will be paid to the Shareholders whose names appear in the Register of Members as on the date of said Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY AND BUSINESS OVERVIEW AND OPERATIONAL AND FINANCIAL PERFORMANCE

Your Company sold 2131 Mln. Pcs. of Carbon Rods, as against 1409 Mln. Pcs., which is 151% of Sales of last year. The Domestic Sales Quantity and Value were 1110 Mln. Pcs. and Rs.17.20 Crores, which works out to 98% and 104% respectively of the Sales of last year. The drop in Domestic Sales was mainly on account of continuous steep reduction in UM-1 variety of carbon rods used in D size batteries. Though the total quantity is less compared to last year, the value is higher due to marginal revision of price of UM-3 Carbon Rods.

The Export Sales Quantity and value were 1021 Mln. Pcs. and Rs. 17.91 Crores compared to last year''s quantity of 270.7 Mln. Pcs. and Rs. 5.59 Crores. Compared to last year, export sales quantity works out to 377% and value 320%. As informed last year, your Company could stabilize the exports to Panasonic Group Battery Factories in Poland, Peru, Costa Rica, Thailand and Indonesia and achieve the above growth.

The steep increase in prices of some of the Raw Materials and fuel have resulted in increase in production cost considerably. Further during this year, due to power shortage in the State of Andhra Pradesh, where your factory is located, the Government has imposed a power cut of 52%. Hence, the Company was forced to use Generator for the balance requirement, but it costs more than three times the Government supplied power. However by restructuring the process operation timings and increasing productivity the impact was minimised to the maximum extent. The increase in profitability for the current year is mainly due to increased export sales in respect of orders from Panasonic Battery Companies and third parties and by the various cost control measures initiated.

OUTLOOK ON OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

The Company has higher production capacity to meet any increased demand of Carbon rods in the Domestic and International Markets in the years to come. Your Company''s finished product (Carbon Rods) is being supplied as a critical component to the Indian Dry Battery Industry, which is projecting a growth of 1% to 2% in the current year in smaller size Batteries. Accordingly, your Company is also hopeful in maintaining the Domestic Sales by maintaining the quality and timely supply. In the Export Front, the Company is depending on the Battery market trend of various countries. Based on the present indications, your Company is confident of maintaining the current year''s levels of export quantities in the coming years also. The Directors assure that all steps are being taken by the Company to achieve the growth level in the coming years, in proportion to the growth of the Dry Battery Industry by taking into consideration the adverse conditions, if any, in the Dry Battery Industry.

There are no materially significant threats, risks or concerns to the Company.

SEGMENT-WISE PERFORMANCE

The Company operates in only one Segment (i.e.) Carbon Rods as a component of Dry Cell Batteries.

By value, while Domestic Sales was 49%; Exports Sales was 51%.

FINANCIAL ARRANGEMENTS

Your Company continues to be free from debts – both on Long Term and on Working Capital requirements. The surplus funds available with the Company are being invested with Banks in deposits at regular intervals in line with the policy of the Company. This is reflected in increased deposits.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has adequate internal control procedures commensurate with its size and nature of the business. These business control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and statutes. A firm of experienced Chartered Accountants had carried Audit throughout the year. Whenever it is required, the systems and procedures are upgraded.

HUMAN RESOURCES

The relationship with Employees continues to be cordial. The Company always considers its human resources as its most valuable asset. Imparting adequate and specialised training to its employees is an on going exercise in the Company.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The Company''s Securities are listed with Madras Stock Exchanges Ltd, & BSE Ltd. and it has paid the respective Annual Listing Fees up-to-date and there are no arrears.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, FOREIGN EXCHANGE ETC.,

Details regarding conservation of energy, foreign exchange and technology absorption including R&D efforts are given separately in Annexure ''A'' to this Report.

CODE OF CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this Financial Year, as per the directions from SEBI is annexed to this report (Annexure "B") together with Report of the Auditors on the compliance with the said Code.

PERSONNEL

Particulars of employment as required under Section 217(2A) of the Companies Act, 1956 are not furnished as none of the employees were in receipt of remuneration exceeding the limits prescribed under the Companies Act.

DIRECTORS

Mr. Hideo Nakano had resigned from the Board of your Company effective 25th May, 2012

Mr. Hitoshi Arata was appointed as a Director in the casual vacancy caused on the resignation of Mr. Hideo Nakano at the Board Meeting held on 25th May, 2012.

The Board of Directors places on record their appreciation for the valuable contribution made by Mr. Hideo Nakano for the growth of the Company during his tenure of Directorship.

In accordance with the Articles of Association of the Company Mr. A. Raghvendra Rao and Mr. K. Subramanian retire by rotation at this Annual General Meeting. They being eligible, offer themselves for re-appointment.

Information about all the Directors proposed to be appointed/re-appointed is furnished in the Explanatory Statement under the heading "Information about the Directors proposed to be appointed/re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.

The Directors recommend that all the resolutions placed before the Members regarding the appointment of the Directors be approved.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your Directors confirm that they had:

1. followed in the preparation of Annual Accounts, the applicable Accounting Standards and given proper explanation relating to material departures, if any;

2. 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;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the Assets of the Company and to prevent and detect fraud and other irregularities; and

4. Prepared the Accounts on a Going Concern basis.

AUDITORS

M/s.Brahmayya & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing 31st Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

As per the directions of Central Government, the Company has appointed M/s. P. Raju Iyer,

M. Pandurangan Associates, practicing Cost Accountants, as the Cost Auditors of the Company under Section 233B of the Companies Act, 1956 to conduct the Audit of our Cost Accounting Records maintained by the company for the Financial Year 2012-13. M/s. P. Raju Iyer, M. Pandurangan Associates, Cost Accountants had given the Cost Compliance Report to the Company for the Financial Year 2011-12.

ACKNOWLEDGEMENT

Your Directors wish to record their sincere appreciation to the support, co-operation, guidance and assistance provided by the Collaborators, M/s.Panasonic Corporation, Japan.

Your Directors thank the valued Customers for their patronage, the Suppliers for their timely and quality supply, the Shareholders for the confidence reposed and the Bankers, State and Central Governments for extending their invaluable support.

Your Directors place on record their appreciation of the dedicated services of the employees of the Company at all levels for the growth of the Company.

Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

By Order of the Board of Directors

For Panasonic Caron India Co. Limited

Place :Chennai V.R. GUPTE R. SENTHIL KUMAR

Date :26th April, 2013 DIRECTOR MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting to you their Thirtieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012 and the Auditors' Report thereon.

FINANCIAL RESULTS

The summarised working results for the year ended 31st March, 2012 as compared with the earlier year are as under:

Particulars Year ended 31.03.2012 Year ended 31.03.2011 (Rs in Lakhs) (Rs in Lakhs)

Profit before depreciation 626.96 757.33

Less: Depreciation 43.79 51.12

Balance Profit before taxation 583.17 706.21

Less: Provision for Taxation after adjustment 190.07 236.44 towards deferred tax

Balance profit after Taxation 393.10 469.77

Add: Surplus brought forward from Previous year 66.24 86.98

Amount available for Appropriation 459.34 556.75

Your Directors recommend the following Appropriations:

Proposed Dividend 336.00 336.00

Taxation on Dividend 54.51 54.51

Transfer to General Reserve 50.00 100.00

Transfer to Profit and Loss Account 18.83 66.24

Total 459.34 556.75

DIVIDEND

Your Directors recommend a dividend of Rs 7/- per Share (i.e.) 70%, which as per the provisions of Income-tax Act presently in force will not be taxed in the hands of the Shareholders. However, the Company will be paying the prescribed tax on the distributed dividend. This dividend if approved by you at the ensuing Thirtieth Annual General Meeting will be paid to the Shareholders whose names appear in the Register of Members as on the date of said Meeting.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The Company's Securities are listed with Madras and Mumbai Stock Exchanges and it has paid the respective Annual Listing Fees up-to-date and there are no arrears.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, FOREIGN EXCHANGE ETC.

Details regarding conservation of energy, foreign exchange and technology absorption including R&D efforts are given separately in Annexure 'A' to this Report.

CODE OF CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this Financial Year, as per the directions from SEBI is annexed to this report (Annexure "B") together with Report of the Auditors on the compliance with the said Code.

PERSONNEL

Particulars of employment as required under Section 217(2A) of the Companies Act, 1956 are not furnished as none of the employees were in receipt of remuneration exceeding the limits prescribed under the Companies Act.

DIRECTORS

Mr. Hideo Nakano had resigned from the Board of your Company effective 25th May, 2012.

Mr. Hitoshi Arata was appointed as a Director in the vacancy caused on the resignation of Mr. Hideo Nakano at the Board Meeting held on 25th May, 2012.

The Board of Directors places on record their appreciation for the valuable contribution made by Mr. Hideo Nakano for the growth of the Company during his tenure of Directorship.

In accordance with the Articles of Association of the Company Mr. Hiroyuki Aota and Mr. V. R Gupte retires by rotation at this Annual General Meeting. They are, being eligible, offer themselves for re-appointment.

Information about all the Directors proposed to be appointed/re-appointed is furnished in the Explanatory Statement under the heading "Information about the Directors proposed to be appointed/re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.

The Directors recommend that all the resolutions placed before the Members regarding the appointment of the Directors be approved.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, your Directors confirm that they had:

1. followed in the preparation of Annual Accounts, the applicable Accounting Standards and given proper explanation relating to material departures, if any;

2. selected such accounting policies and applied them consistently and made judgements 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;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the Assets of the Company and to prevent and detect fraud and other irregularities; and

4. Prepared the Accounts on a Going Concern basis.

AUDITORS

M/s.Brahmayya & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Thirtieth Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility under Section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation to the support, co-operation and assistance provided by the Collaborators, M/s.Panasonic Corporation, Japan.

Your Directors thank the valued Customers for their patronage, the Suppliers for their timely and quality supply, the Shareholders for the confidence reposed and the Bankers, State and Central Governments for extending their invaluable support.

Your Directors place on record their appreciation of the dedicated services of the Employees of the Company at all levels for the growth of the Company.

By Order of the Board of Directors

For Panasonic Caron India Co. Limited

Place : Chennai V.R. GUPTE R. SENTHIL KUMAR

Date : 25th May, 2012 DIRECTOR MANAGING DIRECTOR


Mar 31, 2011

The Directors have pleasure in presenting to you their Twenty Nineth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011 and the Auditors Report thereon.

FINANCIAL RESULTS

The summarised working results for the year ended 31st March, 2011 as compared with the earlier year are as under:

Particulars Year ended 31.03.2011 Year ended 31 03.2010 (Rs. in Lakhs) (Rs. in Lakhs)

Profit before depreciation 757.33 1083.06

Less: Depreciation 51.12 67.47

Balance Profit before taxation 706.21 1015.59

Less: Provision for Taxation after adjustment towards 236.44 346.45 deferred tax

Balance profit after Taxation 469.77 669.14

Add. Surplus brought forward from Previous year 86.98 77.00

Amount available for appropriation 556.75 746.14

Your Directors recommend the following Appropriations:

Proposed Dividend 336.00 336.00

Taxation on Dividend 54.51 55.80

Transfer to General Reserve 100.00 267.36

Transfer to Profit and Loss Account 66.24 86.98

Total 556.75 746.14

DIVIDEND

Your Directors recommend a dividend of Rs.7/- per Share (i.e.) 70%, which as per the provisions of Income-tax Act presently in force, will not be taxed in the hands of the Shareholders. However, the Company will be paying the prescribed tax on the distributed dividend. This dividend if approved by you at the ensuing Twenty Nineth Annual General Meeting will be paid to the Shareholders whose names stand in the Register of Members as on the date of said Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY AND BUSINESS OVERVIEW AND OPERATIONAL AND FINANCIAL PERFORMANCE

Your Company sold 1395 Mln. Pes. of Carbon Rods, as against 1414 Mln. Pes., 99% of Sales of last year. The Domestic Sales Quantity and Value were 1231 Mln. Pes. and Rs. 18 Crores, which work out to 97% and 73% respectively of the Sales of the last year. The drop in quantity of Domestic Sales was mainly on account of import of certain variety of Carbon Rods by certain Customers of the Company. Your Company had decreased the prices of certain varieties of Carbon Rods to be competitive compared to the price of imported carbon rods.

The Export Sales Quantity of the Company was 164 Mln. Pes. which works out to 15% more than the Export Sales Quantity of last year.

The increase in prices of some of the Raw Materials and fuel have resulted in increase in production cost considerably. Your Company had continued to implement cost saving, cost control and value engineering methods. The decrease in profitability for the current year is mainly due to decrease in selling price and increase in raw material and fuel costs.

OUTLOOK ON OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

The Company has higher production capacity to meet any increased demand of Carbon rods in the Domestic and International Markets in the years to come. Your Companys finished product (Carbon Rods) is being supplied as a critical component to the Indian Dry Battery Industry, which is projecting a growth of 2% to 3% in the current year in smaller size Batteries. Accordingly, your Company is also hopeful in achieving growth by maintaining the quality and timely supply. However, in the Export Front,

your Company expects only marginal improvement over the current year due to price and severe competition in the International Markets for Carbon Rods. The Directors assure that all steps will be taken by the Company to increase the growth level in the coming years, in proportion to the growth of the Dry Battery Industry by taking into consideration the adverse conditions, if any, in the Dry Battery Industry.

There are no materially significant threats, risks or concerns to the Company.

SEGMENT-WISE PERFORMANCE

The Company operates in only one Segment (i.e.) Carbon Rods as a component of Dry Cell Batteries.

By value, while Domestic Sales was 82%; Exports Sales was 18%.

FINANCIAL ARRANGEMENTS

Your Company continues to be free from debts - both on Long Term and on Working Capital requirements The surplus funds available with the Company are being invested with Banks in deposits at regular intervals, in line with the policy of the Company. This is reflected in increased deposits.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has adequate internal control procedures commensurate with its size and nature of the business. These business control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and statutes. A firm of experienced Chartered Accountants had carried Audit throughout the year. Whenever it is required, the systems and procedures are upgraded. ,

HUMAN RESOURCES

The relationship with Employees continues to be cordial. The Company always considers its human resources as its most valuable asset. Imparting adequate and specialised training to its employees is an on going exercise in the Company.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The Companys Securities are listed with Madras and Bombay Stock Exchanges and it has paid the respective Annual Listing Fees up-to-date and there are no arrears.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, FOREIGN EXCHANGE ETC.,

Details regarding conservation of energy, foreign exchange and technology absorption including Research and Development efforts are given separately in Annexure A to this Report.

CODE OF CORPORATE GOVERNANCE

Adetailed report on Corporate Governance as updated with the particulars of this Financial Year, as per the directions from SEBI is annexed to this report (Annexure "B") together with Report of the Auditors on the compliance with the said Code.

PERSONNEL

Particulars of employment as required under Section 217(2A) of the Companies Act, 1956 are not furnished as none of the employees were in receipt of remuneration exceeding the limits prescribed under the Companies Act.

DIRECTORS

Mr.P Obul Reddy passed away on 30th June, 2010. The Board of Directors places on record their appreciation for the valuable contribution made by Mr. P. Obul Reddy for the growth of the Company during his tenure of Directorship.

Mr. Mikio Morikawa had resigned from the Board of your Company effective 12th October, 2010. The Board of Directors places on record their appreciation for the valuable contribution made by Mr. Mikio Morikawa for the growth of the Company during his tenure of Directorship.

Mr. P. Karthik Anand Reddy was appointed as a Director in the vacancy caused on the demise of Mr. P. Obul Reddy at the Board Meeting held on 23rd July, 2010.

Mr. Kenichi Kudara was appointed as a Director in the vacancy caused on the resignation of Mr. Mikio Morikawa at the Board Meeting held on 12th October, 2010.

In accordance with the Articles of Association of the Company Mr. A. Raghavendra Rao and K. Subramanian retire by rotation at this Annual Genera! Meeting. They, being eligible, offers themselves for re-appointment.

Information about all the Directors proposed to be appointed/re-appointed is furnished in the Explanatory Statement under the heading "Information about the Directors proposed to be appointed/re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.

The Directors recommend that all the resolutions placed before the Members regarding the appointment of the Directors be approved.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, your Directors confirm that they had:

1. followed in the preparation of annual accounts, the applicable Accounting Standards and given proper explanation relating to material departures if any;

2. selected such accounting policies and applied them consistently and made judgements 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;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the Assets of the Company and to prevent and detect fraud and other irregularities; and

4. prepared the Accounts on a Going Concern basis.

AUDITORS

M/s.Brahmayya & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Twenty Nineth Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation to the support, co-operation and assistance provided by the Collaborators, M/s.Panasonic Corporation, Japan.

Your Directors thank the valued Customers for their patronage, the Suppliers for their timely and quality supply, the Shareholders for the confidence reposed and the Bankers, State and Central Governments for extending their invaluable support.

Your Directors place on record their appreciation of the dedicated services of the Employees of the Company at all levels for the growth of the Company.

By Order of the Board of Directors For Panasonic Caron India Co Limited

V.R. GUPTE R. SENTHIL KUMAR DIRECTOR MANAGING DIRECTOR

Place : Chennai Date : 29th April, 2011


Mar 31, 2010

The Directors have pleasure in presenting to you their Twenty Eighth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010 and the Auditors Report thereon.

FINANCIAL RESULTS

The summarised working results for the year ended 31st March, 2010 as compared with the earlier year are as under:

Particulars Year ended 31.03.2010 Year ended 31.03.2009 (Rs in Lakhs) (Rs in Lakhs)

Profit before depreciation 1083.06 986.65

Less: Depreciation 67.47 84.23

Balance Profit before taxation 1015.59 902.42

Less: Provision for Taxation after adjustment towards deferred tax & fringe benefit tax 346.45 312.48

Balance profit after Taxation 669.14 589.94

Add: Surplus brought forward from Previous year 77.00 80.16

Amount available for appropriation 746.14 670.10

Your Directors recommend the following Appropriations:

Proposed Dividend 336.00 336.00

Taxation on Dividend 55.80 57.10

Transfer to General Reserve 267.36 200.00

Transfer to Profit and Loss Account 86.98 77.00

Total 746.14 670.10



DIVIDEND

Your Directors recommend a dividend of Rs.7/- per Share (i.e.) 70%, which as per the provisions of Income-tax Act presently in force, will not be taxed in the hands of the Shareholders. However, the Company will be paying the prescribed tax on the distributed dividend. This dividend if approved by you at the ensuing Twenty Eighth Annual General Meeting will be paid to the Shareholders whose names stand in the Register of Members as on the date of said Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY AND BUSINESS OVERVIEW AND OPERATIONAL AND FINANCIAL PERFORMANCE

Your Company sold 1414 Mln. Pes. of Carbon Rods, as against 1520 Mln. Pes., 93% of Sales of last year. The Domestic Sales Quantity and Value were 1271 Mln. Pes. and Rs.25 Crores, which works out to 94% and 96% respectively of the Sales of the last year. The drop in quantity of Domestic Sales was mainly on account of import of certain variety of Carbon Rods by certain Customers of the Company.

The Export Sales of the Company was 143 Mln. Pes. which works out to 83% of Export Sales of last year. The drop in Quantity of Export Sales was mainly due to closure of some of the Battery Factories in African Region.

Your Company had continued to implement cost saving and cost control methods. These factors had helped to improve the profitability of the Company.

OUTLOOK ON OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

The Company has higher production capacity to meet any increased demand of Carbon rods in the Domestic and International Markets in the years to come. Your Companys finished product (Carbon Rods) is being supplied as a critical component to the Indian Dry Battery Industry, which is projecting a growth of 2% to 3% in the current year in smaller size Batteries. Your Company has to make adjustments in its selling price to achieve growth in the coming year. In the Export Front, your .

Company expects only marginal improvement over the current year due to price and severe competition in the International Markets for Carbon Rods. Your Company anticipates reduction in profitability significantly for the coming year on account of adjustments of selling price of Carbon Rods. The Directors assure that all steps will be taken by the Company to improve the business in the coming years, in proportion to the growth of the Dry Battery Industry by taking into consideration the adverse conditions, if any, in the Dry Battery Industry.

There are no materially significant threats, risks or concerns to the Company.

SEGMENT-WISE PERFORMANCE

The Company operates in only one Segment (i.e.) Carbon Rods as a component of Dry Cell Batteries. By value, while Domestic Sales was 86%; Exports Sales was 14%.

FINANCIAL ARRANGEMENTS

Your Company continues to be free from debts - both on Long Term and on Working Capital requirements. The surplus funds available with the Company are being invested with Banks in deposits at regular intervals, in line with the policy of the Company. This is reflected in increased deposits.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has adequate internal control procedures commensurate with its size and nature of the business. These business control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and statutes. A firm of experienced Chartered Accountants had carried Audit throughout the year. Whenever it is required, the systems and procedures are upgraded.

HUMAN RESOURCES

The relationship with Employees continues to be cordial. The Company always considers its human resources as its most valuable asset. Imparting adequate and specialised training to its employees is an on going exercise in the Company.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The Companys Securities are listed with Madras and Mumbai Stock Exchanges and it has paid the respective Annual Listing Fees up-to-date and there are no arrears.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, FOREIGN EXCHANGE ETC.,

Details regarding conservation of energy, foreign exchange and technology absorption including Research and Development efforts are given separately in Annexure "A to this Report.

CODE OF CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this Financial Year, as per the directions from SEBI is annexed to this report (Annexure "B") together with Report of the Auditors on the compliance with the said Code.

PERSONNEL

Particulars of employment as required under Section 217(2A) of the Companies Act, 1956 are furnished in Annexure C to this Report.

DIRECTORS

Mr.S.R.Jiwarajka had resigned from the Board of your Company effective 22nd October, 2009.

Mr. Haruo Uchida, Whole Time Director (Finance) had resigned from the Board of your Company effective 22nd April, 2010.

Mr.S.K. Khurana had resigned from the Board of your company effective 22nd April, 2010.

The Board of Directors places on record their appreciation for the valuable contribution made by Mr.S.R.Jiwarajka, Mr. Haruo Uchida and Mr. S.K. Khurana for the growth of the company during their service.

Mr.K.K. Jiwarajka was appointed as a Director in the vacancy caused on the resignation of Mr. S.R. Jiwarajka at the Board Meeting held on 22nd October, 2009.

Mr. Hideo Nakano was appointed as a Director in the vacancy caused on the resignation of Mr. Haruo Uchida at the Board Meeting held on 22nd April, 2010.

Mr. Mikio Morikawa was appointed as a Director in the vacancy caused on the resignation of Mr. S.K. Khurana at the Board Meeting held on 22nd April, 2010.

In accordance with the Articles of Association of the Company Mr.V.R. Gupte retires by rotation at this Annual General Meeting. He, being eligible, offers himself for re-appointment.

Information about all the Directors proposed to be appointed/re-appointed is furnished in the Explanatory Statement under the heading "Information about the Directors proposed to be appointed/re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.

The Directors recommend that all the resolutions placed before the Members regarding the appointment of the Directors be approved.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, your Directors confirm that they had:

1. followed in the preparation of annual accounts, the applicable Accounting Standards and given proper explanation relating to material departures, if any;

2. selected such accounting policies and applied them consistently and made judgements 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;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the Assets of the Company and to prevent and detect fraud and other irregularities; and

4. prepared the Accounts on a Going Concern basis.

AUDITORS

M/s.Brahmayya & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Twenty Eighth Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility under Section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation to the support, co-operation and assistance provided by the Collaborators, M/s.Panasonic Corporation, Japan.

Your Directors thank the valued Customers for their patronage, the Suppliers for their timely and quality supply, the Shareholders for the confidence reposed and the Bankers, State and Central Governments for extending their invaluable support.

Your Directors place on record their appreciation of the dedicated services of the Employees of the Company at all levels for the growth of the Company.

By Order of the Board of Directors For Panasonic Carbon India Co. Limited Place : Chennai V.R. GUPTE R. SENTHIL KUMAR Date : 22nd April, 2010 DIRECTOR MANAGING DIRECTOR

 
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