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Directors Report of Panasonic Energy India Company Ltd.

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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