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Directors Report of Panasonic Energy India Company Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have great pleasure to report you at the end of another challenging year, and presenting the forty sixth annual report together with the audited financial statement for the year ended March 31, 2018.

1. Financial Results Summary (Rs. in Lakhs)

Particulars	As at March 31, 2018	As at March 31, 2017
Sales Turnover	21083.24	24132.70
Profit/(Loss) before tax	1367.87	990.17
Less: Provision for taxation (Net of deferred tax)	456.72	357.39
Less: Provision for taxation of earlier years (Net of refund/demand)	(68.59)	5.63
Profit/(Loss) after tax	979.74	627.15
Add: Profit brought forward from previous year	671.75	676.48
Net available surplus for appropriation	1651.49	1303.63
Appropriations
Dividend paid during the year	412.50	525.00
Dividend Distribution Tax paid	83.98	106.88
Surplus carried to Balance Sheet	1155.01	671.75
	1651.49	1303.63

The Company adopted Ind AS from April 01, 2017 and accordingly the financial results of the previous year have also been restated in accordance with Ind AS 101 - âFirst-time Adoption of Indian Accounting Standardsâ prescribed under Section 133 of the Companies Act, 2013 (the ''Act'') and rules issued thereunder. Refer Note No. 40 for an explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows attached to Financial Statements.

2. Transfer to Reserve

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.

3. Dividend

Keeping in view the current profitability of the Company, your Directors are pleased to recommend payment of a dividend of Rs. 7.00 per equity share (@ 70% at par value of Rs.10/- each) (previous year Rs. 5.50 per equity share), subject to the approval of shareholders at the forthcoming Annual General Meeting. The dividend, when approved, will entail payment to shareholders of Rs.525.00 lakhs. It will be tax free income in the hands of recipients. However, the Company''s outflow towards dividend distribution tax would be to the tune of Rs.107.92 lakhs.

4. Operational Review

The constitutional amendment for implementation of revolutionary Goods and Services Tax, w.e.f. July 01, 2017, created a great deal of confusion in the trade, which dented the sales in first quarter though the Company recovered quickly to normalize sales during the two subsequent quarters.

However, GST rates on Dry batteries and torches were reduced from 28% to 18% w.e.f. November, 2017, which once again disturbed the trade and largely restricted the sales in the last quarter, as the market witnessed price corrections, which prompted the wholesale market in particular to reduce their stocking, envisaging MRP corrections and downwards price points.

Under such adverse challenging situations faced during the year, your Company registered net sales amount of Rs.21083.24 lakhs as against Rs.24132.70 lakhs of the previous year.

The profit before tax in the year stood at Rs.1367.87 lakhs registering a growth of 38% as against Rs.990.17 lakhs registered in the last year.

Batteries and Flashlights

The overall battery industry in the organized sector remained unpredictable, from the beginning of the fiscal year due to implementation of GST. The industry was further impacted due to further reduction in GST in November, 2017, keeping the markets sluggish due to uncertainty in pricing strategies and change in MRP of batteries, in line to the government''s requirement to pass on the GST benefits to the consumer.

Flash light market continued to be dominated by unorganized players and intrusion of cheap rechargeable torches, which saw the flashlight demand dip southwards by about 8-10% v/s previous year. During the year, your Company could achieve the volume sales at 82% v/s. the previous year.

Prospects

Imports of cheap imported batteries in Indian market, is a great challenge faced by organized battery sector. However, your Company registered a growth in sales of Dry batteries - General Trade segment, Alkaline, Lithium coins and Eneloop rechargeable batteries over the last year. Change in approach and sales/marketing strategies during the year is likely to enhance the performance going ahead.

5. Change in Nature of Business

There is no material change in the business as was reported last year.

6. Product Profile

The Company, with its market share of about 19% in Zinc Carbon batteries, has now increased its focus into various other product range to leverage its overall sales quantity and turnover viz.; Rechargeable batteries under the brand name of ''Eneloop'', range of Alkaline batteries, Lithium coins, LED and elite white range of torches.

7. Management Discussion and Analysis

Business Overview

The FMCG sector witnessed various headwinds in the first half of the year, namely, tough macro scenario, absence of price hike (deflation in majority of inputs), an aftershock of demonetization, and various difficulties pertaining to the implementation of the Goods and Service Tax (GST). Demonetization and GST implementation disrupted trade channels, particularly the wholesale channel, which is the back bone of the rural distribution channel. Further, antiprofiteering measures restricted any major benefits to companies so far as the benefits of GST rates were to be passed to the consumers.

However, this has improved the affordability of a number of daily use products, but affected adversely the margins for Dry batteries due to spiraling rates of zinc and other key raw materials consumed in the manufacture of Dry batteries.

Quarter 3 financial year 17-18 witnessed revival: In Quarter 3, the FMCG space reported better performance owing to weak base and partial normally in the wholesale and trade channels. Further, GST rates were cut in November, 2017 across various daily use products categories such as detergents, skin care, shampoo, noodles, etc. including Dry batteries. Moreover, Companies started signaling some green shoots for the recovery of the rural market in the quarter.

Companies with higher wholesale and rural exposure were hit the most. However, Companies with better distribution still managed to sail through and recover at a much faster pace than others.

Sector to be back on trade soon: After witnessing a challenging time so far in the year, we expect demand revival in the coming quarters, driven by;

a) expected rural recovery

b) improving consumer sentiment

c) supportive base

d) improved affordability post GST rate revision and

e) normally in trade channels.

Further, the focus of your Company on improving its direct reach and promotion strategy would be a major supporter of its recovery.

Zinc carbon batteries

Zinc carbon share of organized manufacturers is estimated to have remained same. The GST related market apprehensions dented the purchase and sales which lead to reduction in its production quantity due to its impact on secondary sales to some extent in the last quarter.

Your Company has successfully maintained its market share. Significant factor which has affected the sales turnover is the shift in consumer preference from high value D size batteries towards low priced AA / AAA size batteries due to change in usage pattern in various appliances. Maintaining its trend in financial year 2017-18 also, D size share continues to drop, AA size continues to dominate the volume share and AAA size continues to be fast-growing segment.

Alkaline batteries

Battery industry in India is dominated by zinc carbon batteries, unlike in other parts of the world which is dominated by Alkaline battery market. Alkaline is a category for future growth.

In India, Alkaline batteries contribute only 4-5% of the total battery demand in the country. However, its contribution to value amounts to be in double digits. Considering this, your Company is aggressively concentrating its activities towards improvement of sales in this category.

In the financial year 2017-18, your Company has successfully clinched orders of Alkaline AA for the Electronic Voting Machine (EVM) which have been successfully executed. Your Company also envisages a sizeable business in the forthcoming year in this segment.

Flashlights

Flashlight market is shared equally by organized and unorganized sectors. Coupled with weak monsoon and cash liquidity crunch faced by consumers and traders in rural markets, flashlight segment is estimated to have degrown by approximately 8-10% in the organized sector.

Rechargeable batteries

Rechargeable battery market is stagnant and contributes around 1% to total battery demand. This segment is dominated by imported low priced rechargeable batteries.

Your Company has successfully marked its presence in marketing and sales of high quality âeneloopâ brand of rechargeable batteries and chargers.

Dealers and consumers appreciate the quality and superiority of our rechargeable batteries. Your Company registered a good growth of about 127% in terms of quantum.

Industry Structure and Development

Organized battery industry continues to witness slowdown of R20 and R14 segment in absence of new applications / appliances consuming this segment of products.

However, the Company foresees positive impacts due to implementation of GST and steady shift towards Alkalization of Indian market. The Company also witnessed growing trend of other categories of rechargeable, cylindrical and lithium coin batteries.

Your Company continued sales of Zinc Carbon batteries in the neighboring country, Nepal. Your Company shall continue its efforts in this direction to enhance exports.

Marketing and Distribution

The Company has also taken many steps to enhance its customer reach and widen its penetration for expanding the distribution and coverage. It was also a good year for the Company in the modern trade segment, which is expanding year on year and your Company is maximizing on this channel by introducing it products on various wholesale and retail outlets.

Your Company is also pleased to inform of having extensive promotional activities through television commercials, cinema advertisements as well as e-media, endorsed by Olympic Silver Medalist, Badminton player, Ms. P. V. Sindhu for promoting Panasonic brand of Alkaline batteries in the financial year 2017-18 and are likely to continue this campaign in financial year 2018-19.

Your Company has been continuously making efforts not only to strengthen its distribution network but simultaneously also concentrating on improving the productivity of each and every member of its sales team through training and educational programs.

Opportunities and threats

Opportunities

Presently, per capita consumption of batteries in India continues to remain quite low as compared to other developed countries. It indicates potential for higher future growth. Batteries are the cheapest source of portable power and its consumption is always expected to grow as it is a product of recurring use. Changing usage patterns, arrival of new appliances, shift towards miniaturization of appliances, growing income levels and changing life style promises growth especially in AA / AAA size of batteries.

Threats

Import of huge quantity of low performance cheap Chinese batteries poses a big threat to the organized sector of the Industry. It not only exerts more pressure on the pricing of economy range of batteries but also augments price competition giving lower operating margins which leaves less scope for any enhancement.

Risks and Concerns

During financial year 2017-18, the average prices of major materials have remained upward. However, the substantial cost impact was seen from zinc metal mainly on account of strong zinc LME market. The average rates of zinc metal have remained higher around 135% v/s. financial year 2016-17.

The average prices of other key materials viz. NMD, EMD, ACB, tin plates, metal components, resin, zinc chloride have continued to stay higher from around 103% to 120% v/s. financial year 2016-17, which have not only displayed larger influence on the direct materials cost but also severely disrupted estimates on profits.

Outlook

The current trend of battery usage pattern in India is gradually moving in line with global trend. It is a positive sign and first step towards moving up with the global per capita consumption which at present is much higher than the per capita consumption in India. We also hope that the Indian consumers shall gradually move toward higher end of batteries such as, Alkaline and Rechargeable batteries which shall generate additional revenues for your Company and strengthen its revenues in the coming years.

Further, the reduction of GST during November, 2017 is likely to simulate and boost rural income which will also have positive impact on consumer purchasing power in rural Indian markets.

Internal Financial Controls

The internal staff monitors and evaluates the adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company. Based on the Reports, the Company undertakes corrective actions, thereby strengthening the controls. Significant observations and corrective actions thereon are presented to the Audit Committee of the Board for their review.

Development in Human Resource and Industrial Relation

Your Directors wish to place on record their appreciation to all its employees for their sustained efforts and valuable contribution. Your Company is very much concerned of the employees to provide them safe and accident free environment with a motto âSafety Firstâ at the working place. The total employee strength of the Company as on March 31, 2018 stood at 817.

Research & Development

As a part of continual improvement, this year your Company had introduced one more variety of product in R03 category. Besides this the performance of existing R03NDG Panasonic GOLD PLUS has also been upgraded as per the need and usage pattern in current scenario of gadgets by our valued customers. During the year, performance of R6 & R03 product was improved by usage of new ingredient.

During the financial year, your Company introduced all varieties of zinc carbon products with eco-friendly features by removal of heavy metal lead and thereby contributed to society to improve the environment. In addition, the Company had also installed sophisticated testing equipment for testing and removal of heavy metal and improve all raw material and components.

8. Corporate Governance

As per requirement of SEBI (LODR) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company Secretary in Practice confirming compliances, forms an integral part of this Report.

9. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 are annexed herewith. (Ref. âAnnexure-Aâ)

10. Board Meetings

Schedules of Board and Committee meetings are prepared and circulated in advance to the Directors. 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.

11. Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

(a) that in the preparation of the annual accounts for the year ended March 31, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(b) that 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 as at March 31, 2018 and of the profit and loss of the Company for the year ended on that date;

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors had prepared the annual accounts on a going concern basis;

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

(f) that 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.

12. Declaration by Independent Directors

The Company had received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and requirements of SEBI (LODR) Regulations, 2015.

13. Auditor''s Report

No qualifications or adverse remarks have been made by any of the Auditors in their report.

14. Contracts and Arrangements with Related Parties

All contracts / arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any contract / arrangement / transaction with related parties which could be considered as material.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company''s website: www. panasonicenergyindia.in

Your Directors draw attention of the members to Note No. 38 to the financial statement which sets out related party disclosures. The particulars of contracts or arrangements with related parties given in Form AOC- 2 are annexed herewith. (Ref. âAnnexure-Bâ)

15. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed herewith. (Ref. âAnnexure-Câ)

16. Corporate Social Responsibility

During the year under review, as part of its initiatives under Corporate Social Responsibility (CSR), the Company has expanded its activities and participated in the projects in the areas of health, hygiene, medical and education undertaken by various NGOs and trusts. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith. (Ref. âAnnexure-Dâ)

17. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has been employing about 20 women employees in various cadres within the factory premises. The Company has constituted an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has also been set up to redress complaints received regularly. All female employees are covered under the policy. No complaints are received from any employee during the financial year 2017-18 and hence, no complaints are outstanding as on March 31, 2018 for redressal.

18. Annual Evaluation by the Board

Pursuant to the amendments in Companies Act, 2013 and Schedule IV of SEBI (LODR) Regulations, 2015, the Board has amended the Nomination and Remuneration Policy, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its committees. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The Board of Directors expressed their satisfaction with the evaluation process.

19. Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil mechanism for Directors and employees and the same has been communicated to the Directors and employees of the Company and the same is also posted on the website of the Company.

20. Directors

Mr. Motoaki Shimamura and Mr. Toshihiro Nakamura had been inducted on the Board as Non-Executive Directors w.e.f. February 13, 2018.

Mr.Hosoya, Vice President, Sales and Marketing have also been inducted on the Board and have been appointed as the Executive Director of the Company with effect from September 01, 2018.

As per the provisions of the Companies Act, 2013, Mr. Kazuo Tadanobu and Mr.MikioMorikawa, retire by rotation and being eligible, offer themselves for re-appointment. Moreover, the retirement of Mr.Morikawa by rotation and his subsequent re-appointment shall not tantamount to termination of his agreement with the Company as Chairman & Managing Director.

As required by Regulation 36(3) of SEBI (LODR) Regulations, 2015, the relevant details in respect of the Directors proposed to be appointed / re-appointed are set out in the corporate governance report forming part of the Board''s Report. The Board recommends all the resolutions placed before the members relating to appointment / re-appointment of Directors for their approval.

21. Statutory Auditors

In accordance with the provisions of Companies Act, 2013, at the 45^th Annual General Meeting held on August 10,2017, the shareholders had appointed M/s B S R & Associates LLP, as Statutory Auditors of the Company, for a period of 5 years i.e. up to the conclusion of 50^th Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31, 2022. As Companies (Amendment) Act, 2017 has done away with the requirement of ratification at every Annual General Meeting, no ratification for the appointment is required. There is no qualification or adverse remark in Auditors'' report.

22. Cost Auditor and Cost Audit Report

M/s. Diwanji& Co., Cost Accountants, have been reappointed as the Cost Auditor for the financial year 2018-19. In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing Annual General Meeting of the remuneration payable to the Cost Auditors for the financial year 2018-19.

23. Secretarial Auditor

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 has appointed M/s. J. J. Gandhi & Co., Practising Company Secretaries to undertake the Secretarial Audit of the Company for financial year 2018-19. There is no qualification or adverse remark in their report. The Report of the Secretarial Auditor is annexed herewith as âAnnexure-Eâ.

24. Subsidiaries

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

25. Deposits

The Company has not accepted any fixed deposits and accordingly no amount was outstanding as on the date of the Balance Sheet.

26. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

There are no loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013.

27. Transfer to Investor Education and Protection Fund (IEPF)

As per Section 124(6) of the Act read with the IEPF Rules as amended, all the shares in respect of which dividend has remained unpaid / unclaimed for seven consecutive years or more have been transferred to the IEPF Account.

28. Disclosure under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014

Disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been annexed herewith. (Ref. âAnnexure-Fâ)

29. Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee revised a policy for selection and appointment of Directors, senior management and their remuneration. The remuneration paid to the Directors is in accordance with the Nomination and Remuneration policy. The Nomination and Remuneration policy is annexed herewith. (Ref. âAnnexure-Gâ)

30. Compliance with all the applicable laws of Secretarial Standards

During the year, the Company has complied with all the applicable Secretarial Standards.

31. Significant and Material Orders passed by the Regulators or Courts

The Competition Commission of India (CCI) issued an order on April 19, 2018 in a matter wherein Panasonic Energy India Co. Ltd. (PECIN / Company) was a party. The matter pertained to collusion to fix prices of zinc-carbon dry cell battery in India by Eveready Industries India Ltd. (Eveready), Indo National Ltd. (Nippo), the Company and their Association of Indian Dry Cell Manufacturers (AIDCM).

The case was taken-up by the CCI based on the disclosure by the Company under Section 46 of the Competition Act, 2002 (Act) read with the Competition Commission of India (Lesser Penalty) Regulations, 2009 (Lesser Penalty Regulations). Pursuant to the Directions of the CCI, the Office of the Director General, Competition Commission of India (DG) commenced its investigation. During the investigation, in exercise of the powers vested with it under Section 41(3) of the Act, DG carried-out simultaneous search and seizure operations at the premises of Eveready, Nippo and the Company on August 23, 2016. Subsequently, while the investigation was in progress and report from the DG was pending, Eveready and Nippo, approached CCI as lesser penalty applicants.

From the evidence collected in the case, CCI concluded that Eveready, Nippo and the Company, facilitated by AIDCM, had indulged in anticompetitive conduct of price coordination, limiting production / supply as well as market allocation in contravention of the provisions of Section 3(3)(a), 3(3)(b) and 3(3)(c) read with Section 3(1) of the Act. It was observed that the conduct was continuing from 2008, which is prior to May 20, 2009, the date on which Section 3 of the Act became enforceable, and up till August 23, 2016.

Considering contravention of provisions of the Act, an amount of Rs.245.07 crore, Rs.52.82 crore and Rs.74.68 crore was computed as leviable penalty on three battery manufacturers i.e. Eveready, Nippo and the Company, respectively, in terms of proviso to Section 27(b) of the Act. Also, penalty of Rs.1.85 Lakh was levied on AIDCM at the rate of 10 percent of average of its receipts for preceding three years. Additionally, considering totality of facts and circumstances of the case, penalty leviable on individual official''s / office bearers of the three battery manufacturers and AIDCM was computed at the rate of 10 percent of the average of their income for preceding three years.

Keeping in view the stage at which the lesser penalty application was filed, co-operation extended in conjunction with the value addition provided in establishing the existence of cartel, CCI granted the Company and its individuals 100 percent reduction in the penalty and no penalty was imposed on the Company.

32. Acknowledgment

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, dealers, distributors, consumers and banks for their continued support.

For and on behalf of the Board

Vadodara, MikioMorikawa

May 28, 2018 Chairman & Managing Director

Mar 31, 2017

Dear Shareholders,

The Directors have great pleasure to report you at the end of another challenging year and presenting the forty fifth annual report together with the audited financial statement for the year ended March 31, 2017.

1. Socio economic environment

The year was marked by two major reforms by the Central Government.

Firstly, constitutional amendment during the year has paved the way for implementation of revolutionary Goods and Services Tax (GST), w.e.f. July 01, 2017.

Secondly, the action taken in the form of demonetization of two highest currencies which together comprised to 86% of the cash in circulation.

Implementation of GST is expected to involve transformation of various functions of business. One of the objectives of GST is to create a seamless credit chain leading to an opportunity to reduce tax cost.

Though government''s decision to demonetize holds potential for long term benefits, it had an adverse impact on several fast moving consumer goods categories particularly impulsive category covering batteries. Demonetization resulted in liquidity crunch as an impact, there was as immediate fall in demand of consumer goods particularly in wholesale segment which is highly cash driven.

2. Financial Results Summary (Rs. in Lakhs)

Particulars	As at March 31, 2017	As at March 31, 2016
Sales Turnover	24666.20	27794.06
Profit/(Loss) before tax	810.18	2491.13
Less: Provision for taxation (Net of deferred tax)	295.07	868.28
Less: Provision for taxation of earlier years (Net of refund/demand)	5.63	(30.23)
Profit/(Loss) after tax	509.45	1653.08
Add : Profit brought forward from previous year	217.99	196.79
Net available surplus for appropriation	727.44	1849.87
Appropriations
Proposed Dividend	412.50	525.00
Dividend Distribution Tax	83.98	106.88
General Reserve	-	1000.00
Surplus carried to Balance Sheet	230.96	217.99
	727.44	1849.87

3. Operational Review

During the year, your Company has taken key reformation initiatives which will have strong positive impact on overall strength of the Company. In the FY 2016-17, the Company brought changes in receivable collection policy by making it stricter which helped the Company to regularize its account receivable to the greater extent with the known risk of reduction in revenue for initial few months.

Demonetization also had its impact, however your Company took various initiatives including marketing investments to boost sales.

Under such adverse challenging situations faced during the year, your Company registered sales amount of Rs. 24666.20 lakhs as against Rs. 27794.06 lakhs compared to the previous year.

The profit before tax in the year stood at Rs. 810.18 lakhs which is less as against Rs. 2491.13 lakhs registered in the last year.

Batteries and Flashlights

The overall battery industry in the organized sector is witnessing de-growth, largely post demonetization which is likely to continue till the first quarter of the FY 2017-18. During the rest of the financial year, we believe its impact on Battery segment is expected to be positive.

Flash light market is dominated by unorganized players and registered sales around 85% in organized sector against the previous year. During the year, your Company maintained its sales at 73% vs. the previous year.

Prospects

Dumping of cheap imported batteries in Indian market which is being mainly done in cash is a great challenge faced by organized battery sector. As a result of demonetization, inflow of cheap imported batteries should reduce and the price gap is expected to narrow down which will make organized players more competitive to face the challenge of inflow of cheap batteries.

4. Dividend

Keeping in view the current profitability of the Company, your Directors are pleased to recommend payment of dividend of Rs. 5.50 per equity share (@ 55% at par value of Rs. 10/- each) (previous year Rs. 7.00 per equity share), subject to the approval of shareholders at the forthcoming Annual General Meeting. The dividend, when approved, will entail payment to shareholders of Rs. 412.50 lakhs. It will be tax free income in the hands of recipients. However, the Company''s outflow towards dividend distribution tax would be to the tune of Rs. 83.98 lakhs.

5. Management Discussion and Analysis

A. Business Overview

Zinc carbon batteries

Zinc carbon share of organized manufacturers is estimated to have registered steep fall to the extent of 90% of previous year''s volumes. Demonetization dented the purchase and sales which lead to reduction in its production quantity. Its impact on secondary sales is forecasted to be at 98%.

Your Company has successfully maintained its market share at secondary sales level. Significant factor which has affected the sales turnover is the shift in consumer preference from high value D size batteries towards low priced AA / AAA size batteries due to change in usage pattern in various appliances. Maintaining the trend in the FY 2016-17 also, D Size share continues to drop, AA Size continues to dominate the volume share and AAA Size continues to be fast-growing.

Alkaline batteries

Battery industry in India is dominated by zinc carbon batteries, unlike in other parts of the world which is dominated by Alkaline battery market. Alkaline is a category for future growth.

In India, Alkaline batteries contribute only 4-5% of the total battery demand in the country. However, its contribution to value, amounts to be in double digits. Considering this, your Company is aggressively concentrating its activities towards improvement of sales in this category.

In the FY 2016-17, your Company has successfully clinched orders of Alkaline AA for the electronic voting machine which have been successfully executed recently.

Flashlights

Flashlight market is shared equally by organized and unorganized sectors. Coupled with weak monsoon and cash liquidity crunch faced by consumers and traders in rural markets, flashlight segment is estimated to have de-grown and registered sales around 85% in the organized sector.

Your Company has achieved sales of 73% compared to the previous year sales. The Company foresees large opportunity in qualitative flash light market especially in growing E-Commerce and Modern trade business. We have a plan to launch high end products in the FY 2017-18 to cater to this growing market.

Rechargeable batteries

Rechargeable battery market is stagnant and contributes around 1% to total battery demand. This segment is dominated by imported cheap rechargeable batteries.

Your Company has successfully marked its presence in marketing and sales of high quality âeneloopâ brand of rechargeable batteries and chargers. The Company intends to aggressively face the challenges from cheap imported products.

Dealers and consumers appreciate the quality & superiority of our rechargeable batteries but are attracted by huge margins and low offer rates of low value imported rechargeable batteries.

B. Industry Structure and Development

Organized battery industry has experienced sharp fall in its sales and revenue in the FY 2016-17. It was also affected by change in the buying preferences of the consumer especially, âD Sizeâ batteries.

However, the Company foresees positive impacts of demonetization, introduction of GST and slow but steady shift towards Alkalization of Indian market. The Company also witnessed growing trend of other categories of cylindrical / coin batteries like lithium batteries.

Your Company has successfully started exports and launched Zinc Carbon, AA/AAA/R20 batteries in the neighboring country, Nepal. Your Company shall continue their efforts in this direction.

Marketing and Distribution

During the year, your Company has successfully launched 100% Eco friendly batteries. After elimination of lead, now your company is the only Company in India to claim 100% Eco friendly battery manufacturer. Panasonic Batteries have now 0% Mercury, Cadmium and lead contents in its batteries. In order to educate the sales team members and trade partners, educative programs were undertaken. On its launch programme, Company organized press meets at Company''s home towns at Vadodara and Indore wherein, all prominent media agencies attended the press meet and welcomed the initiative taken by your Company.

Your Company is also pleased to inform that for the first time in the history, your Company has appointed Olympic Silver Medalist, Badminton player, Ms. P.V.Sindhu for promoting Panasonic brand of Alkaline batteries. We are planning to have aggressive promotion and publicity campaign to promote Alkaline batteries in the FY 2017-18.

Your Company has been continuously making efforts not only to strengthen its distribution network but simultaneously also concentrating on improving the productivity of each and every members of its sales team through training and educational programs.

C. Opportunities and threats

Opportunities

Threats

Import of huge quantity of low performance cheap Chinese batteries poses a big threat to the organized sector of the Industry. It not only poses more pressure on the pricing of economy range of batteries but also augments price competition giving lower operating margins which leaves less scope for research and development.

D. Risks & Concerns

Continuous upward trend in raw material cost and fluctuating valuation of rupee are matters of concern for the Indian economy including battery industry. During the FY 2016-17, the average price of key raw materials viz. EMD, NMD, Carbon Rods, Acetylene Black, Separator papers etc. have remained lower as compared to the FY 2015-16 with exception of Zinc, Tin Plate & PVC Resins.

During the year, the major impact in direct material cost has come from main material Zinc & Tin Plates whose average price stayed around 105% as compared to the FY 2015-16. In the same period, your company also had to face tough challenge of negotiating the weakening Indian rupee against USD, with the highest customs exchange rate touched the level of INR 69.40 per USD in the month of Dec-2016. In summary, the landed cost of import materials shot up abnormally due to the exchange rate effect alone and the average price impact was seen about 103% as compared to the FY 2015-16.

E. Outlook

Further, implementation of GST during the FY 2017-18 is likely to create a uniform Indian market, improve tax compliance and governance which will boost investment and growth. The Government is also taking various steps simultaneously to boost rural income which will also have positive impact on consumer purchasing power in rural Indian markets.

F. Internal Financial Controls

The Company has an internal control system commensurate with the size and scale of its operations. The internal financial controls are adequate and operating effectively so as to ensure orderly and efficient conduct of business operations. The internal auditor of an independent firm of Chartered Accountants monitors and evaluates the adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company. Based on the Internal Auditor''s Reports, the Company undertakes corrective actions, thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board for their review.

G Development in Human Resource and Industrial Relation

Your directors wish to place on record their appreciation to all its employees for their sustained efforts and valuable contribution. Your Company is very much concerned of the employees to provide them safe and accident free environment with a motto âSafety Firstâ at the working place.

The total employee strength of the Company as on March 31, 2017 stood at 827.

H. Research & Development

The goal of your Company is to provide the products with latest technology as desired by the customers with additional feature of eco-friendly & safe usage in their appliances. The usage pattern of appliances is changing very fast. Changes in the products are to be carried out either based on need of customer or by Company as additional feature to delight the customer without extra cost.

Keeping the above objective in mind, research and development activities were focused towards manufacturing of Lead free batteries without affecting the quality and cost of the products. By elimination of Lead from all zinc carbon batteries, all the products have become eco-friendly with the support of Panasonic Corporation. Further, during the year under review, your Company developed new source for recycling the waste generated out of manufacturing activities. This resulted into increase of recycle rate as per the guidelines of the collaborator.

6. Corporate Governance

7. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed herewith. (Ref. âAnnexure-Aâ)

8. Board Meetings

Schedules of Board and Committee meetings are prepared and circulated in advance to the Directors. 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.

9. Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013.

(a) that in the preparation of the annual accounts for the year ended March 31, 2017 the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(b) that 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 as at March 31, 2017 and of the profit and loss of the Company for the year ended on that date;

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors had prepared the annual accounts on a going concern basis;

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

(f) that 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.

10. Declaration by Independent Directors

The Company had received declarations from all Independent Directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and requirements of SEBI (LODR) Regulations, 2015.

11. Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration. The details of the remuneration policy are stated in the corporate governance report.

12. Auditor''s Report

No qualifications or adverse remarks have been made by any of the Auditors in their report.

13. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and majority of those transactions 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 were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and a statement giving details of all related party transactions was placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The policy on related party transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The particulars of contracts or arrangements with related parties given in Form AOC-2 are annexed herewith. (Ref. âAnnexure-Bâ)

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed herewith. (Ref. âAnnexure-Câ)

15. Corporate Social Responsibility

During the year under review, as part of its initiatives under corporate social responsibility (CSR), the Company has expanded its activities and participated in the projects in the areas of eradication of hunger, health, hygiene, medical to specially abled people and education undertaken by various NGOs and trusts. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith. (Ref. âAnnexure-Dâ)

16. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has been employing about 20 women employees in various cadres within the factory premises. The Company has constituted an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has also been set up to redress complaints received regularly. All female employees are covered under the policy. No complaints are received from any employee during the FY 2016-17 and hence, no complaints are outstanding as on March 31, 2017 for redressal.

17. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and schedule IV of SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its committees. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The Board of Directors expressed their satisfaction with the evaluation process.

18. Directors

In accordance with the succession planning of Mr. S. K. Khurana, Mr. Mikio Morikawa had been inducted on the Board of the Company as Joint Managing Director effective from July 01, 2015 subject to approval of the Central Government.

But due to non-availability of employment visa, his approval as Joint Managing Director was rejected by the Central Government and the Board had to re-designate him as Non-executive Director of the Company w.e.f. January 28, 2016.

Thereafter the Board decided to appoint Mr. Morikawa as Managing Director of the Company w.e.f. October 01, 2016 which was approved by the members at the 44^th Annual General Meeting of the Company. Due to certain circumstances, Mr. Khurana could not complete the term and tendered resignation from his position w.e.f. July 31, 2016.

Consequent to that, the Board had decided to pre-pone the appointment of Mr. Morikawa and appointed him as Chairman & Managing Director w.e.f. August 01, 2016 subject to the approval of the Members and the Central Government. The appointment of Mr. Morikawa had been approved by the members by way of resolution passed by postal ballot in October 2016 which was also approved by the Central Government vide letter dated March 01, 2017. As per the provisions of the Companies Act, 2013, Mr. Morikawa, Chairman & Managing Director, retires by rotation and being eligible, offers himself for re-appointment and his retirement by rotation shall not tantamount to termination of his agreement with the Company as Chairman & Managing Director.

Mr. Chiaki Kidani had resigned from the Board w.e.f. April 01, 2017. The Board had placed on record its appreciation for the valuable contribution provided by Mr. Kidani during his tenure as Director of the Company. The Board appoints Mr. Kazuo Tadanobu as Additional Director w.e.f. May 30, 2017.

As required by SEBI (LODR) Regulations, 2015, the relevant details in respect of the Directors proposed to be appointed / re-appointed are set out in the corporate governance report forming part of the Board''s Report. The Directors recommend all the resolutions placed before the members relating to appointment of the Directors for their approval.

19. Statutory Auditors

The Company''s Auditors, M/s K. C. Mehta & Co., Chartered Accountants, Vadodara, have already been appointed for a term of three years subject to ratification by shareholders at every Annual General Meeting and as per the provisions of the Companies Act, 2013 their tenure as Statutory Auditors expires at the conclusion of 45^th Annual General Meeting. The Board on the recommendation of the Audit Committee had approved the appointment of M/s B S R & Associates LLP as Statutory Auditors for a period of 5 years from the conclusion of 45^th Annual General Meeting till the conclusion of 50^th Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Auditors of the Company. As required under SEBI (LODR) Regulations, 2015, 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.

20. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Diwanji & Co. to audit the cost accounts of the Company for the FY 2016-17 on a remuneration of Rs. 1,25,000/-. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s. Diwanji & Co., Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

21. Secretarial Auditor

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 has appointed M/s. J. J. Gandhi & Co., a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The secretarial audit report is annexed herewith as âAnnexure-Eâ.

22. Subsidiaries

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

23. Deposits

The Company has not accepted any fixed deposits and accordingly no amount was outstanding as on the date of the Balance Sheet.

24. Disclosure under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014

Disclosures required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed herewith. (Ref. âAnnexure-Fâ)

25. Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

26. Acknowledgment

Your Directors have pleasure to acknowledge the continued and wholehearted support received from all its trade partners, valued customers and vendors.

Directors also place on record sincere appreciation of the commitment and enthusiasm of all employees. Directors also place on record sincere gratitude and deep appreciation to our promoters âPanasonic Corporation, Japanâ and to all our valued stakeholders.

For and on behalf of the Board

Vadodara, Mikio Morikawa

May 30, 2017 Chairman & Managing Director

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the forty third Annual Report together with the audited financial statements for the year ended March 31, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. Financial Highlights

(RS. In lacs) As at As at Particulars March 31, March 31, 2015 2014 Sales Turnover 26903.13 25790.93

Profit/(Loss) before Tax 2702.28 1253.02

Less: Provision for Taxation (Net of 927.36 451.98 Deferred Tax)

Less: Provision for taxation of earlier years (8.83) 57.63 (Net of refund/demand)

Profit/(Loss) after Tax 1783.75 743.41

Add: Profit brought forward from previous year

(opening balance RS.155.98 - RS.11.06 144.92 194.68 depreciation adjusted)

Net available surplus for appropriation 1928.67 938.09

Appropriations

Proposed Dividend 525.00 262.50

Dividend Distribution Tax 104.97 44.61

General Reserve 1100.00 475.00

Surplus carried to Balance Sheet 198.70 155.98

1928.67 938.09

2. Operational Review

The Company's turnover for the year stood at RS. 26,903 lacs which have increased by 4% as compared to the previous year. The Profit before Tax (PBT) of the Company has gone up by over 2 folds and it stood at RS. 2702 lacs as compared to the previous year of RS. 1253 lacs.

Battery Industry in India during the FY 2014-15 has shown signs of improvement by registering growth of 103%. In the organized sector the industry established sales of 2130 million pieces in FY 2014-15 as against 2060 million pieces sales in previous financial year.

Your Company has registered a turnover of more than RS. 269 crores during the financial year and grew significantly by 104% v/s previous year, marginally above industrial growth and thereby slightly improved its market share.

2014-15 was a year which indicated signs of possible changes in the consumers buying preference. The tilt observed towards preference for high value and better grade of batteries. This is evident from improved sales of AA/AAA Premium batteries purchase by the consumers.The trend is expected to continue in the years to come.

The management has been very closely monitoring the trend and is continuously striving to meet the consumer's expectations by developing and supplying high performance, "value for money" eco-friendly batteries.

Last year, the Company launched "Panasonic Ultimate", best performance AA battery in the available zinc carbon batteries in India. With deep sense of gratitude and appreciating the acceptance and positive response from the trade partners and the consumers, during the year your Company focused on consolidating the sales of these premium batteries.

At market front the year 2014-15 was quite exciting for the Company. Various innovative and first time brand building activities were undertaken so as to attract the attention of consumers at shop place, market place as well as key marketing points.

Your Company has plans to improve the market share by undertaking activities which aims at improving the overall productivity and performance of the Company.

3. Dividend

Considering the improved profitability position of the Company, your Directors are pleased to recommend payment of a dividend of RS. 7.00 per equity share (@ 70% at par value of RS. 10/- each) (previous year RS. 3.50 per equity share), subject to the approval of shareholders at the forthcoming Annual General Meeting. The dividend, when approved, will entail payment to shareholders of RS. 525.00 lacs. It will be tax free income in the hands of recipients and the Company will have to pay dividend distribution tax thereon in the sum of RS. 104.97 lacs.

5. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

6. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-A".

7. Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four Board 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.

8. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

(b) that 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 as at March 31, 2015 and of the profit and loss of the Company for the year ended on that date;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

(f) that 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.

9. Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

10. Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, senior management and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.

11. Auditor's Report

No qualifications or adverse remarks have been made either by Statutory Auditors in his report or by Company Secretary in practice in his Secretarial Audit Report.

12. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and majority of those transactions were in the ordinary course of business. There were 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 were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and a statement giving details of all related party transactions was placed before the Audit Committee and the Board for their approval on a quarterly basis.

The policy on related party transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The particulars of contracts or arrangements with related parties given in "Form AOC-2" are annexed herewith as "Annexure-B".

13. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are given in "Annexure-C".

14. Risk Management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

15. Corporate Social Responsibility

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has participated in the projects in the areas of Food, Water, Health and Education undertaken by Akshay Patra Foundation and Shram Mandir Trust. These projects are largely in accordance with Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith as "Annexure-D".

16. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has been employing about 20 women employees in various cadres within the factory premises. The Company has in place an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All female employees are covered under the policy. There was no complaint received from any employee during the financial year 2014-15 and hence, no complaint is outstanding as on March 31, 2015 for redressal.

17. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its committees. The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Board of Directors expressed their satisfaction with the evaluation process.

18. Directors

The Board had appointed Ms. Geeta Goradia as Additional Director of the Company in the category of Independent Directors with effect from May 21, 2014. Thereafter, at the Annual General Meeting (AGM) of the Company held on July 28, 2014, the Members of the Company appointed her as Independent Director under the Companies Act, 2013 for a period of 5 years with effect from July 28, 2014. At the said AGM, the Members had also appointed the existing Independent Directors viz. Mr. D. J. Thakkar, Mr. P. P. Shah and Mr. G. N. Punj as Independent Directors under the Act each for a term of five years with effect from April 01, 2014.

Mr. C. R. Amin and Mr. T Nonaka had resigned from the Board of the Company with effect from May 09, 2014 and May 16, 2014 respectively Mr. P. P. Shah and Mr. D. J. Thakkar also resigned from the Board of the Company with effect from September 30, 2014. The Board has placed on record its appreciation for the outstanding contributions made by Mr. Amin, Mr. Nonaka, Mr. Shah and Mr.Thakkar during their respective tenures of office.

Consequent to resignation of Mr. Shah and Mr. Thakkar, the Board of Directors had, on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Mayur Swadia and Mr. Atul Dalmia as Independent Director w.e.f. October 29, 2014. The Board recommends the appointment of Mr. Mayur Swadia and Mr. Atul Dalmia as Independent Directors (not liable to retire by rotation) of the Company for a period of five years w.e.f. October 29, 2014 uptill October 28, 2019.

The present term of Mr. S. K. Khurana as Chairman & Managing Director is getting expired on September 30, 2015. The Board had, on recommendation of the Nomination & Remuneration Committee, approved the re-appointment of Mr. S. K. Khurana as Chairman & Managing Director w.e.f. October 01, 2015 uptill September 30, 2016 and thereafter, he will be re-designated as the Executive Chairman w.e.f. October 01, 2016 uptill September 30, 2017.

The Board had also approved the appointment of Mr. Mikio Morikawa as Joint Managing Director w.e.f. July 01, 2015 uptill September 30, 2016 and thereafter, he will be elevated as Managing Director of the Company w.e.f. October 01, 2016.

In accordance with the provisions of the Companies Act, 2013, Mr. M. Shigeta retires by rotation and being eligible offers himself for re-appointment.

As required by the Listing Agreement with the Stock Exchange, the relevant details in respect of the Directors proposed to be appointed / re-appointed are set out in the Corporate Governance Report forming part of the Board's Report. The Directors recommend all the resolutions placed before the Members relating to Directors for their approval.

19. Statutory Auditors

The Company's Auditors, M/s K. C. Mehta & Co., Chartered Accountants, Vadodara, has already been appointed for a term of three years subject to ratification by shareholders at every Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors 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.

20. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Diwanji & Co., Cost Accountants, Vadodara to audit the cost accounts of the Company for the FY 2015-16 on a remuneration of RS. 1,20,000. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s. Diwanji & Co., Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

21. Secretarial Auditors

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 has appointed M/s. J J Gandhi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure-E".

22. Subsidiaries

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

23. Deposits

The Company has not accepted any fixed deposits and accordingly no amount was outstanding as on the date of the Balance Sheet.

24. Disclosure under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014

Disclosures required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as "Annexure-F".

25. Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

26. Acknowledgment

Your Directors thank all its trade partners, actual users, vendors, foreign collaborators i.e. Panasonic Corporation, Japan, and all the stakeholders for their continued support to the Company's performance and growth. The Directors also wish to place on record their sincere appreciation of the commitment and enthusiasm of all employees for their significant role in Company's growth till date.

For and on behalf of the Board

S. K. Khurana Vadodara, May 28, 2015 Chairman & Managing Director

Mar 31, 2013

Dear Members,

The directors have pleasure in presenting the 41st Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the financial year ended on March 31, 2013.

1. FINANCIAL PERFORMANCE

(Rs. In lacs)

Particulars As at As at March 31 2013 March 31 2012

Sales Turnover 23822 21058

Profit/(Loss) before Tax 373 406

Less: Provision for Taxation (Net of Deferred Tax) 97 125

Less: Provision for taxation of earlier years (Net of refund/demand) 30 100

Profit/(Loss) after Tax 246 181

Add: Profit brought forward from previous year 143 150

Net available surplus for appropriation 389 331

APPROPRIATIONS

Proposed Dividend 150 150

Dividend Distribution Tax 25 24

General Reserve No.1 (Statutory) 19 14

General Reserve No. 2

Surplus carried to Balance Sheet 195 143

389 331

2. OPERATIONAL REVIEW

The Company''s turnover for the year stood at Rs. 23,822 lacs which have increased by 13% as compared to the previous year. The sales quantity has increased by 5% as compared to previous year resulting into increase in the market share. However, the Profit before Tax (PBT) of the Company decreased by 8% and it stood at Rs. 373 lacs as compared to the previous year of Rs. 406 lacs. The major factors that contributed to the reduction of profits of the Company were unprecedented increase of cost of material resulting due to rupee devaluation.

Your Company is committed to manufacture and sell best quality of eco friendly batteries which guarantees "Better Value for Money" to its customers. In order to do so effectively Company focused its attention in educating sales team, channel partners and end users by creating awareness and improving the visibility of product through its proven Display In-Shop activity (DISHA). During the current year sales team continued emphasis on maintenance of product displays and in the process also improved shop coverage.

During the year under review, your Company has achieved for the first time in its history mark of 578 Million pieces of production and over 568 Million pieces of sale and thereby achieved highest production, sales and turnover in its history. We are immensely pleased to inform you about the new milestones your company has achieved during the year i.e. highest monthly production of 58.4 Million and sales of 62.4 Million pieces.

Your Company aims to further improve its market share through productive and innovative ideas and methods of manufacture & sales.

Company''s management direction shall be to utilize collective wisdom with team spirit, enhanced reach through strong marketing and sales activities, maintain superiority with regards to quality and religiously follow up of "Customer First" approach.

3. DIVIDEND

Your Directors feel pleasure in recommending dividend at Rs. 2/- per equity share (previous year Rs. 2/- per equity share) on 75,00,000 Equity Shares for the year ended March 31, 2013. The dividend, when approved, will entail payment to shareholders of Rs. 150 lacs. It will be tax free income in the hands of recipients and the Company will have to pay dividend distribution tax thereon in the sum of Rs. 25 lacs.

4. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in preparation of the annual accounts for the financial year ended on March 31, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have 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 the year under review;

(iii) they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the accounts for the financial year ended on March 31, 2013 on a going concern basis.

5. CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as prescribed under clause 49 of the Listing Agreement is attached to this Report.

6. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE). Annual listing fee for the year 2013-14 has already been paid to BSE.

7. DIRECTORS

Consequent to termination of Joint Venture Agreement with Panasonic Corporation, Mr. A. K. Lakhanpal has tendered his resignation from the office of director w.e.f. June 30, 2012.

After resignation of Mr. A. K. Lakhanpal, Mr. S. K. Khurana has been re-designated as Chairman & Managing Director of the Company w.e.f. July 01, 2012.

During the year under review, Mr. H. Sugimura has resigned from the directorship of the Company w.e.f. July 25, 2012. Mr. T. Nonaka has been appointed as additional director w.e.f. July 25, 2012.

Your directors appreciate the retiring directors for the services rendered during the tenure of their directorship in the Company.

Mr. D. J. Thakkar and Mr. G. N. Punj, retire by rotation and, being eligible, offer themselves for reappointment.

As required by the Listing Agreement with the Stock Exchange, the relevant details in respect of the Directors proposed to be appointed / re-appointed are set out in the Corporate Governance Report forming part of the Directors Report.

The Directors recommend all the resolutions placed before the members relating to Directors for their approval.

8. AUDITORS

M/s. K. C. Mehta & Co., Chartered Accountants, Vadodara retire, and being eligible, offer themselves for reappointment.

9. ACKNOWLEDGEMENT

Your directors express deep sense of appreciation to Panasonic Corporation, Japan for their valuable support and co-operation provided in day to day affairs. The directors would like to take the opportunity to acknowledge the kind support extended by Govt. authorities, suppliers and banks, trade partners i.e. stockists, wholesale dealers, retailers and consumers. The Directors also wish to place on record their sincere thanks to the shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board

S. K. Khurana

Mumbai, May 17, 2013 Chairman & Managing Director

Mar 31, 2012

To The Members of PANASONIC ENERGY INDIA CO. LTD.,

The Directors have pleasure in presenting their 40th Annual Report together with the Audited Annual Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS (Rs in lacs) As at As at Particulars 31-March-12 31-March-11

Sales Turnover 21058 19828

Profit/(Loss) before Tax 406 781

Less: Provision for Taxation (Net of Deferred Tax) 125 223

Less: Provision for taxation of earlier years (Net of refund/demand) 100 8

Profit/(Loss) after Tax 181 550

Add: Profit brought forward from previous year 150 100

Net available surplus for appropriation 331 650

APPROPRIATIONS

Proposed Dividend 150 150

Dividend Distribution Tax 24 24

General Reserve No.1 (Statutory) 14 59

General Reserve No. 2 - 267

Surplus carried to Balance Sheet 143 150

331 650

2. OPERATIONAL REVIEW

The Profit Before Tax (PBT) of the Company decreased by 52% and it stands at Rs 406 lacs as compared to the previous year of Rs 781 lacs. The Company's turnover for the year stood at Rs 21058 lacs, which has increased by 6% as compared to the previous year. The sales quantity has increased by 6% as compared to previous year. The major factors that contributed to the reduction of profits of the Company are increased cost of procurement, rupee devaluation, etc.

During the year under review, your Company focused its efforts to sell and create awareness in the market about its improvised eco friendly products in the market. Various marketing activities of the Company were focused towards brand unification. These activities mainly includes Display In Shop Activities (DISHA) & District Development Plan (DDP). Your Company also focused on high potential urban markets under its Key Town Development Plan (KTDP). Also various awareness programs were organized by the Company for its sales force in order to make them aware about the new improved eco friendly products of the Company, their importance in protecting our environment and in turn to the society as a whole. With the help of these activities, under a highly competitive market your Company has been able to increase its market share as compared to last year. We take lot of pride in these improvised batteries as we are the only manufacturer in India making full range of eco friendly dry cells.

It gives us immense pleasure in informing you that a new milestone was achieved by your Company. In the history of the Company for the first time, we reached mark of over 540 million pieces of dry battery sales.

During the year, your Company has satisfied its charge with State Bank of India & Madhya Pradesh State Industrial Corporation, M.P and hence, now your Company is technically speaking a debt free Company.

3. DIVIDEND

Your Directors are happy to recommend dividend at Rs 2 per equity share (previous year Rs 2 per equity share) on 75,00,000 Equity Shares for the year ended 31st March, 2012. The dividend, when approved, will entail payment to shareholders of Rs 150 lacs. It will be tax free income in the hands of recipients and the Company will have to pay dividend distribution tax thereon in the sum of Rs 24 lacs.

4. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors state that:

a. in the preparation of the annual accounts, all applicable accounting standards have been followed;

b. accounting policies as listed out in Note no. 1 to the Financial Statements have been selected and applied consistently and are reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit of the Company for the year ended on that day;

c. proper and sufficient care for maintenance of adequate accounting records has been taken 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

d. the annual accounts have been prepared on a going concern basis.

5. CORPORATE GOVERNANCE

Your Company recognizes the importance and need of good corporate governance as an important step in creating shareholders confidence and thereby enhancing the long term enterprise value.

Pursuant to clause 49 of the listing agreement with stock exchange the Corporate Governance Report along with Auditors certificate regarding compliance of the conditions of corporate governance are given as part of this Annual Report.

6. STATEMENT PURSUANT TO LISTING AGREEMENT

Equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE). The Company has already paid annual listing fee for the year 2012-13 to the stock exchange.

7. DIRECTORS

In view of termination of Joint Venture Agreement with Panasonic Corporation, Mr. Lakhanpal has tendered his resignation and he would be relinquishing the office of Chairman at the end of office hours on 30th June, 2012. In view of this development, the re-appointment of Mr. Lakhanpal was approved by the Board of Directors for the remaining period of Joint Venture Agreement i.e. from 6th January, 2012 to 30th June, 2012.

The Board of Directors do hereby place on record its sincere appreciation to Mr. Lakhanpal who has made immense contribution to your Company.

During the year under review, Mr. S. K. Khurana was reappointed as Managing Director of the Company for a further period of two years w.e.f. 1st October, 2011 to 30th September, 2013. In place of Mr. Lakhanpal the Board of Directors have decided to appoint Mr. Khurana as Chairman w.e.f. 1st July, 2012.

Mr. C. R. Amin was appointed to fill in the casual vacancy caused due to the death of Late Mr. E. B. Desai, and who ceases to hold office at the ensuing Annual General Meeting. His appointment is being proposed at the ensuing Annual General Meeting as a Director liable to retire by rotation.

Mr. P. P. Shah and Mr. H. Aota, retire by rotation and, being eligible, offer themselves for reappointment.

As required by the Listing Agreement with the Stock Exchange, the relevant details in respect of the Directors proposed to be appointed/ reappointed are set out in the Corporate Governance Report forming part of the Directors Report.

The Directors recommend all the resolutions placed before the members relating to Directors for their approval.

8. AUDITORS

M/s. K. C. Mehta & Co., Chartered Accountants, Vadodara retire, and being eligible, offer themselves for reappointment.

9. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to Panasonic Corporation, Japan for their valuable support and co-operation. We also wish to thank the State and Central Govt. authorities, suppliers and bankers for their continuous co-operation. We also value the support that we received from our stockiest, wholesale dealers, retailers and consumers.

The Directors also wish to place on record their sincere thanks to the Shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board

S. K. Khurana D. J. Thakkar

Mumbai, May 18, 2012 Managing Director Director

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their 39th Annual Report together with the Audited Annual Accounts of the Company for the year ended 31st March 2011.

1. FINANCIAL RESULTS

(Rs. In lacs) As at As at Particulars 31-March-11 31-March-10

Sales Turnover 19828 18645

Profit/(Loss) Before Tax 781 623

Less: Provision for taxa tion (Net of deferred tax) 223 (96)

Less: Provision for taxation of earlier years (Net of ref und/demand) 8 (1)

Profit/(Loss) After Tax 550 720

Add: Profit brought forward from previous year 100 1

Net available surplus for appropriation 650 721

Appropriations

Proposed dividend 150 150

Dividend distribution tax 24 25

General Reserve No.1 (Sta tutory) 42 54

General Reserve No. 2 284 392

Surplus carried to Balance Sheet 150 100

650 721

2. OPERATIONAL REVIEW

The Profit Before Tax (PBT) of the Company increased by 25% and it stands at Rs. 781 lacs as compared to the previous year of Rs. 623 lacs. The Company's turnover for the year stood at Rs. 19828 lacs, which has increased by 6% as compared to the previous year. The sales quantity has increased by 9% as compared to previous year. The major factors that contributed to the profits of the Company are increased turnover, several cost reduction measures such as value engineering, etc.

During the year your Company has launched a new improvised product in the D & C size of batteries (R20 & R14). These are eco friendly product i.e. mercury free batteries. We take lot of pride in these improvised batteries as we are the only manufacturer in India with eco friendly products in this segment. These eco friendly products could not have seen the light of the day without the technological support and guidance from our foreign collaborators (Panasonic Corporation, Japan) for development and manufacturing of these batteries. With the launch of these new improvised R20 & R14 eco friendly batteries, now your Company's complete range of product is eco friendly. These new improvised eco friendly products were launched under the "Panasonic" brand and with this, now all the batteries manufactured by your Company are sold under one brand "Panasonic", which is a globally renowned brand. "Panasonic" brand is recognized by the customers across the globe as best quality products.

During the year, various marketing activities of the Company were focused towards brand unification. These activities mainly includes Display In Shop Activities (DISHA) & District Development Plan. Your Company also focused on high potential key urban markets under its Town Development Plan. Also various awareness programs were organized by the Company for its sales force in order to make them aware about the new improved eco friendly products of the Company, their importance in protecting our environment and in turn to the society as a whole. With the help of these activities, under a highly competitive market your Company has been able to marginally increase its market share as compared to last year.

It gives us immense pleasure in informing you that a new milestone was achieved by your Company. In the history of the Company for the first time, we reached mark of 500 million plus dry battery production and sales.

During the year, another milestone was also reached by your Company, we crossed 10 billion cumulative production of dry batteries.

3. DIVIDEND

In view of the improved operational profits of the Company, your Directors are happy to recommend dividend at Rs. 2.00 per equity share (previous year Rs. 2.00 per equity share) on 75,00,000 equity shares for the year ended 31st March, 2011. The dividend, when approved, will entail payment to shareholders of Rs.150 lacs. It will be tax free income in the hands of recipients and the Company will have to pay dividend distribution tax thereon to the sum of Rs. 24 lacs.

5. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors state that:

a. in the preparation of the annual accounts, all applicable accounting standards have been followed;

b. accounting policies as listed out in schedule 19 to the financial statements have been selected and applied consistently and are reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the profit of the Company for the year ended on that day;

c. proper and sufficient care for maintenance of adequate accounting records has been taken 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;

d. the annual accounts have been prepared on a going concern basis.

6. CORPORATE GOVERNANCE

Your Company recognizes the importance and need of good corporate governance as an important step in creating shareholders confidence and thereby enhancing the long term enterprise value.

Pursuant to clause 49 of the listing agreement with stock exchange the Corporate Governance Report along with Auditors certificate regarding compliance of the conditions of corporate governance are given as part of this Annual Report.

7. DEPOSITS

During the year under review the Company has not accepted/renewed deposits from public/shareholders. 1 (one) deposit amounting to Rs. 10,000/- matured but not claimed by the depositor and remained unclaimed over a period of seven years, has been transferred to Investor Education & Protection Fund (IEPF) of Central Government during the year. As on 31st March, 2011 there are no matured / unclaimed deposits with the Company.

8. STATEMENT PURSUANT TO LISTING AGREEMENT

Equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE). The Company has already paid annual listing fee for the year 2011-12 to the stock exchange.

9. DIRECTORS

During the year under review, Mr. E. B. Desai, Director of the Company passed away on 24th December, 2010. Mr. Desai had been on the Board of your Company since 1973. The fact that his association with your Company had been for more than 3 decades endorses the fact that he played a significant role in contributing to the development and growth of the Company. He was an eminent lawyer with thorough knowledge and understanding of corporate laws which was beyond compare. His death has caused a void that would be difficult to fill in. We on behalf of the entire Panasonic family place on record our heartfelt condolences to his family members and pray to the almighty to give them enough strength to withstand the pain and personal loss and may his soul rest in peace.

During the year, Mr. Chirayu Amin was appointed as Director w.e.f. 25th January, 2011 in order to fill in the casual vacancy caused due to Mr. Desai's death. Mr. Amin is a well known Industrialist. I, on behalf of the Board of Directors of the Company whole heartedly welcome him and we are sure that his association would be of immense benefit to your Company in the coming years.

Mr. D. J. Thakkar and Mr. G. N. Punj retire by rotation and, being eligible, offer themselves for reappointment. The Board recommends their reappointment.

10. AUDITORS

M/s. K. C. Mehta & Co., Chartered Accountants, Vadodara retire, and being eligible, offer themselves for reappointment.

11. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to Panasonic Corporation, Japan for their valuable support and co-operation. We also wish to thank the State and Central Govt. authorities, suppliers and bankers for their continuous co-operation. We also value the support that we received from our stockiest, wholesale dealers, retailers and consumers.

The Directors also wish to place on record their sincere thanks to the Shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board

Ajai K. Lakhanpal Chairman

Mumbai, May 18, 2011

Mar 31, 2010

The Directors have pleasure in presenting their 38th Annual Report together with the Audited Annual Accounts of the Company for the year ended 31st March 2010.

1. FINANCIAL RESULTS

(Rs. In lacs)

Particulars As at As at 31-March-10 31-March-09

Sales Turnover 18645 17704

Profit/(Loss) before Tax 623 (1065)

Less: Provision for Taxation (Net of Deferred Tax) (96) (99)

Less: Provision for taxation of earlier years (Net of refund/demand) (1) 0

Profit/(Loss) after Tax 720 (966)

Add: Profit brought forward from previous year 1 12

Add: Amount drawn from General Reserve No. 2 - 1043

Net available surplus for appropriation 721 89

APPROPRIATIONS

Proposed Dividend 150 75

Dividend Distribution Tax 25 13

General Reserve No.1 (Statutory) 54 -

General Reserve No. 2 392 -

Surplus carried to Balance Sheet 100 1

721 89

2. OPERATIONAL REVIEW

During the year under review your Company has made a turnaround in its performance. The PBT of the Company stood at Rs. 623 lacs as compared to the previous year losses of Rs. 1065 lacs. The Companys turnover for the year stood at Rs. 18645 lacs, which has increased by 5% as compared to the previous year. The sales quantity has increased by 12% as compared to previous year. The major factors that contributed to the profits of the Company are increased turnover, reduced excise duty, several cost reduction measures such as value engineering, etc.

During the year the Company has taken several steps towards Brand Building. A District Development Plan has been introduced by the Company. Under this plan the Company has tried to create more awareness of the Companys brand "Panasonic". These activities have contributed in improving the Companys presence in rural areas.

The Company continues to focus on DISHA (Display in Shop Activity) a Panasonic way of selling its products and this has in turn resulted in establishing long term relationship with its stockiest and retailers.

With these various activities during the year your Company has been able to maintain its market share in a very competitive market and is confident of improving its market share in the coming years.

During the year manufacturing operations of the Company were focused on quality management and cost control. Also various activities have been initiated to recycle hazardous waste generated from the factory. Efforts were also made to reduce impact on the environment by reducing the Co2 emission, optimum energy utilization, etc. As a result of these efforts your Company got recognition "Clean Factory Award" for the 3rd consecutive year from its foreign collaborator.

The Company has recently launched a new improvised product range in the R20 segment, which are eco friendly. We are proud to state that your Company is the only battery manufacturer in India with full range of eco-friendly products. The Company is committed to follow the ideology of its collaborators (Panasonic Corporation, Japan) i.e. manufacturing environmental friendly products and thereby contributing our bit to the environment and inturn to the society at large. The Company also took various other initiatives for protecting the environment viz. plantation of trees, creating awareness among the school children for protecting the environment, re-use of domestic effluent water for gardening activities, etc.

We are happy to state that in financial year 2010-11 your company will be going in for brand unification i.e. all the batteries manufactured by your Company would be sold under the "Panasonic" brand.

3. DIVIDEND

In view of the improved operational profits of the Company, the Directors are happy to recommend dividend at Rs. 2 per equity share (previous year Re.1 per equity share) on 75,00,000 Equity Shares for the year ended 31s! March, 2010. The dividend, when approved, will entail payment to shareholders of Rs. 150 lacs. It will be tax free income in the hands of recipients and the Company will have to pay dividend distribution tax thereon in the sum of Rs. 25 lacs.

5. DIRECTORS RESPONSIBILITY STATEMENT

The Directors state that:

a. in the preparation of the annual accounts, all applicable accounting standards have been followed;

b. accounting policies as listed out in Schedule 19 to the Financial Statements have been selected and applied consistently and are reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit of the Company for the year ended on that day;

c. proper and sufficient care for maintenance of adequate accounting records has been taken 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;

d. the annual accounts have been prepared on a going concern basis.

6. CORPORATE GOVERNANCE

Your Company recognizes the importance and need of good corporate governance as an important step in creating shareholders confidence and thereby enhancing the long term enterprise value.

Pursuant to clause 49 of the listing agreement with stock exchange the Corporate Governance Report along with Auditors certificate regarding compliance of the conditions of corporate governance are given as part of this Annual Report.

7. DEPOSITS

During the year under review the Company has not accepted/renewed deposits from public/shareholders. 4 (four) deposits amounting to Rs. 50,000/- matured but not claimed by the depositor and remained unclaimed over a period of seven years, have been transferred to Investor Education & Protection Fund (IEPF) of Central Government during the year. 1 (one) deposit aggregating to Rs. 10,000/- is still unclaimed by a depositor as on 31s1 March 2010.

8. STATEMENT PURSUANT TO LISTING AGREEMENT

Equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE) The Company has already paid annual listing fee for the year 2010-11 to the stock exchange.

9. DIRECTORS

Mr. H. Aota and Mr. H. Sugimura retire by rotation and, being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

10. AUDITORS

M/s. K. C. Mehta & Co., Chartered Accountants, Vadodara retire, and being eligible, offer themselves for re-appointment.

11. ACKNOWLEDGEMENTS

Your Directors wish to put on record their appreciation to Panasonic Corporation, Japan for their valuable support and co-operation. We also wish to thank the State and Central Govt, authorities, suppliers and bankers for their continuous co-operation. We also value the support that we received from our stockiest, wholesale dealers, retailers and consumers.

The Directors also wish to place on record their sincere thanks to the Shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board

Ajai K. Lakhanpal Mumbai, May 19, 2010 Chairman

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