Your Directors have great pleasure to report you at the end of another challenging yearand presenting the forty fifth annual report together with the audited financial statementfor 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 implementationof revolutionary Goods and Services Tax (GST) w.e.f. July 01 2017.
Secondly the action taken in the form of demonetization of two highest currencieswhich together comprised to 86% of the cash in circulation.
Implementation of GST is expected to involve transformation of various functions ofbusiness. One of the objectives of GST is to create a seamless credit chain leading to anopportunity to reduce tax cost.
Though government's decision to demonetize holds potential for long term benefits ithad an adverse impact on several fast moving consumer goods categories particularlyimpulsive category covering batteries. Demonetization resulted in liquidity crunch as animpact there was as immediate fall in demand of consumer goods particularly in wholesalesegment 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 havestrong positive impact on overall strength of the Company. In the FY 2016-17 the Companybrought changes in receivable collection policy by making it stricter which helped theCompany to regularize its account receivable to the greater extent with the known risk ofreduction in revenue for initial few months.
Demonetization also had its impact however your Company took various initiativesincluding marketing investments to boost sales.
Under such adverse challenging situations faced during the year your Companyregistered sales amount of ` 24666.20 lakhs as against Rs. 27794.06 lakhs compared to theprevious year.
The profit before tax in the year stood at Rs. 810.18 lakhs which is less as againstRs. 2491.13 lakhs registered in the last year.
Batteries and Flashlights
The overall battery industry in the organized sector is witnessing de-growth largelypost 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 isexpected 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 maintainedits sales at 73% vs. the previous year. Prospects Dumping of cheap imported batteries inIndian market which is being mainly done in cash is a great challenge faced by organizedbattery sector. As a result of demonetization inflow of cheap imported batteries shouldreduce and the price gap is expected to narrow down which will make organized players morecompetitive to face the challenge of inflow of cheap batteries.
Keeping in view the current profitability of the Company your Directors are pleased torecommend 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 shareholdersat the forthcoming Annual General Meeting. The dividend when approved will entailpayment to shareholders of Rs. 412.50 lakhs. It will be tax free income in the hands ofrecipients. However the Company's outflow towards dividend distribution tax would be tothe 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 fallto the extent of 90% of previous year's volumes. Demonetization dented the purchase andsales which lead to reduction in its production quantity. Its impact on secondary sales isforecasted 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 consumerpreference from high value D size batteries towards low priced AA / AAA size batteries dueto change in usage pattern in various appliances. Maintaining the trend in the FY 2016-17also D Size share continues to drop AA Size continues to dominate the volume share andAAA Size continues to be fast-growing.
Battery industry in India is dominated by zinc carbon batteries unlike in other partsof the world which is dominated by Alkaline battery market. Alkaline is a category forfuture growth.
In India Alkaline batteries contribute only 4-5% of the total battery demand in thecountry. However its contribution to value amounts to be in double digits. Consideringthis your Company is aggressively concentrating its activities towards improvement ofsales in this category.
In the FY 2016-17 your Company has successfully clinched orders of Alkaline AA for theelectronic voting machine which have been successfully executed recently.
Flashlight market is shared equally by organized and unorganized sectors. Coupled withweak monsoon and cash liquidity crunch faced by consumers and traders in rural marketsflashlight segment is estimated to have de-grown and registered sales around 85% in theorganized sector.
Your Company has achieved sales of 73% compared to the previous year sales. The Companyforesees large opportunity in qualitative flash light market especially in growingE-Commerce and Modern trade business. We have a plan to launch high end products in the FY2017-18 to cater to this growing market.
Rechargeable battery market is stagnant and contributes around 1% to total batterydemand. This segment is dominated by imported cheap rechargeable batteries.
Your Company has successfully marked its presence in marketing and sales of highquality "eneloop" brand of rechargeable batteries and chargers. TheCompany intends to aggressively face the challenges from cheap imported products.
Dealers and consumers appreciate the quality & superiority of our rechargeablebatteries but are attracted by huge margins and low offer rates of low value importedrechargeable batteries.
B. Industry Structure and Development
Organized battery industry has experienced sharp fall in its sales and revenue in theFY 2016-17. It was also affected by change in the buying preferences of the consumerespecially "D Size" batteries.
However the Company foresees positive impacts of demonetization introduction of GSTand slow but steady shift towards Alkalization of Indian market. The Company alsowitnessed growing trend of other categories of cylindrical / coin batteries like lithiumbatteries.
Your Company has successfully started exports and launched Zinc Carbon AA/AAA/R20batteries in the neighbouring country Nepal. Your Company shall continue their efforts inthis 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% Ecofriendly battery manufacturer. Panasonic Batteries have now 0% Mercury Cadmium and leadcontents in its batteries. In order to educate the sales team members and trade partnerseducative programs were undertaken. On its launch programme Company organized press meetsat Company's home towns at Vadodara and Indore wherein all prominent media agenciesattended 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 yourCompany has appointed Olympic Silver Medalist Badminton player Ms. P.V.Sindhu forpromoting Panasonic brand of Alkaline batteries. We are planning to have aggressivepromotion and publicity campaign to promote Alkaline batteries in the FY 2017-18.
Your Company has been continuously making efforts not only to strengthen itsdistribution network but simultaneously also concentrating on improving the productivityof each and every members of its sales team through training and educational programs.
C. Opportunities and threats
Presently per capita consumption of batteries in India continues to remain quite lowas 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 expectedto grow as it is a product of recurring use. Changing usage patterns arrival of newappliances shift towards miniaturization of appliances growing income levels andchanging life style promises growth especially in AA/AAA size of batteries.
Import of huge quantity of low performance cheap Chinese batteries poses a big threatto the organized sector of the Industry. It not only poses more pressure on the pricing ofeconomy range of batteries but also augments price competition giving lower operatingmargins which leaves less scope for research and development.
D. Risks & Concerns
Continuous upward trend in raw material cost and fluctuating valuation of rupee arematters of concern for the Indian economy including battery industry. During the FY2016-17 the average price of key raw materials viz. EMD NMD Carbon Rods AcetyleneBlack Separator papers etc. have remained lower as compared to the FY 2015-16 withexception of Zinc Tin Plate & PVC Resins.
During the year the major impact in direct material cost has come from main materialZinc & Tin Plates whose average price stayed around 105% as compared to the FY2015-16. In the same period your company also had to face tough challenge of negotiatingthe weakening Indian rupee against USD with the highest customs exchange rate touched thelevel of INR 69.40 per USD in the month of Dec-2016. In summary the landed cost of importmaterials shot up abnormally due to the exchange rate effect alone and the average priceimpact was seen about 103% as compared to the FY 2015-16.
The current trend of battery usage pattern in India is gradually moving in line withglobal trend. It is a positive sign and first step towards moving up with the global percapita consumption which at present is much higher than the per capita consumption inIndia.
Further implementation of GST during the FY 2017-18 is likely to create a uniformIndian market improve tax compliance and governance which will boost investment andgrowth. The Government is also taking various steps simultaneously to boost rural incomewhich 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 itsoperations. The internal financial controls are adequate and operating effectively so asto ensure orderly and efficient conduct of business operations. The internal auditor of anindependent firm of Chartered Accountants monitors and evaluates the adequacy of internalcontrol system in the Company its compliances with operating systems accountingprocedures and policies at all locations of the Company. Based on the Internal Auditor'sReports the Company undertakes corrective actions thereby strengthening the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee 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 fortheir sustained efforts and valuable contribution. Your Company is very much concerned ofthe employees to provide them safe and accident free environment with a motto "SafetyFirst" 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 desiredby the customers with additional feature of eco-friendly & safe usage in theirappliances. The usage pattern of appliances is changing very fast. Changes in the productsare to be carried out either based on need of customer or by Company as additional featureto delight the customer without extra cost.
Keeping the above objective in mind research and development activities were focusedtowards manufacturing of Lead free batteries without affecting the quality and cost of theproducts. By elimination of Lead from all zinc carbon batteries all the products havebecome eco-friendly with the support of Panasonic Corporation. Further during the yearunder review your Company developed new source for recycling the waste generated out ofmanufacturing activities. This resulted into increase of recycle rate as per theguidelines of the collaborator.
6. Corporate Governance
As per requirement of SEBI (LODR) Regulations 2015 a separate section on corporategovernance practices followed by the Company together with a certificate from the CompanySecretary in Practice confirming compliances forms an integral part of this Report.
7. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 are annexedherewith. (Ref. "Annexure-A")
8. Board Meetings
Schedules of Board and Committee meetings are prepared and circulated in advance to theDirectors. During the year four Board meetings and four Audit Committee meetings wereconvened and held. The details of which are given in the corporate governance report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
9. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofsection 134(3)(c) of the Companies Act 2013.
(a) that in the preparation of the annual accounts for the year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures; if any;
(b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andof 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 maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) that the Directors had prepared the annual accounts on a going concernbasis;
(e) that the Directors in the case of a listed Company had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; and
(f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
10. Declaration by Independent Directors
The Company had received declarations from all Independent Directors that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 andrequirements of SEBI (LODR) Regulations 2015.
11. Nomination & Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors senior management and theirremuneration. The details of the remuneration policy are stated in the corporategovernance report.
12. Auditor's Report
No qualifications or adverse remarks have been made by any of the Auditors in theirreport.
13. Related Party Transactions
All related party transactions that were entered into during the financial year were onarm's length basis and majority of those transactions were in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich 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 forapproval. Prior omnibus approval of the Audit Committee was obtained for the transactionswhich were of foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted were reviewed and a statement giving details of allrelated party transactions was placed before the Audit Committee and the Board ofDirectors for their approval on quarterly basis.
The policy on related party transactions as approved by the Board is uploaded on theCompany's website. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.
The particulars of contracts or arrangements with related parties given in Form AOC-2are annexed herewith. (Ref. "Annexure-B")
14. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are annexed herewith. (Ref. "Annexure-C")
15. Corporate Social Responsibility
During the year under review as part of its initiatives under corporate socialresponsibility (CSR) the Company has expanded its activities and participated in theprojects in the areas of eradication of hunger health hygiene medical to speciallyabled people and education undertaken by various NGOs and trusts. These projects are inaccordance with Schedule VII of the Companies Act 2013. The Annual Report on CSRactivities is annexed herewith. (Ref. "Annexure-D")
16. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has been employing about 20 women employees in various cadres within thefactory premises. The Company has constituted an Anti-harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaint Committee has also been set up to redresscomplaints received regularly. All female employees are covered under the policy. Nocomplaints are received from any employee during the FY 2016-17 and hence no complaintsare 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 considerationthe various aspects of the Board's functioning composition of the Board and itscommittees. The Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsCommittees. The Board of Directors expressed their satisfaction with the evaluationprocess.
In accordance with the succession planning of Mr. S. K. Khurana Mr. Mikio Morikawa hadbeen inducted on the Board of the Company as Joint Managing Director effective from July01 2015 subject to approval of the Central Government.
But due to non-availability of employment visa his approval as Joint Managing Directorwas rejected by the Central Government and the Board had to re-designate him asNon-executive Director of the Company w.e.f. January 28 2016.
Thereafter the Board decided to appoint Mr. Morikawa as Managing Director of theCompany w.e.f. October 01 2016 which was approved by the members at the 44thAnnual General Meeting of the Company. Due to certain circumstances Mr. Khurana could notcomplete 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. Morikawaand appointed him as Chairman & Managing Director w.e.f. August 01 2016 subject tothe approval of the Members and the Central Government. The appointment of Mr. Morikawahad been approved by the members by way of resolution passed by postal ballot in October2016 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 & ManagingDirector retires by rotation and being eligible offers himself for re-appointment andhis retirement by rotation shall not tantamount to termination of his agreement with theCompany as Chairman & Managing Director.
Mr. Chiaki Kidani had resigned from the Board w.e.f. April 01 2017. The Board hadplaced on record its appreciation for the valuable contribution provided by Mr. Kidaniduring his tenure as Director of the Company. The Board appoints Mr. Kazuo Tadanobu asAdditional Director w.e.f. May 30 2017.
As required by SEBI (LODR) Regulations 2015 the relevant details in respect of theDirectors proposed to be appointed / re-appointed are set out in the corporate governancereport forming part of the Board's Report. The Directors recommend all the resolutionsplaced 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 Vadodarahave already been appointed for a term of three years subject to ratification byshareholders at every Annual General Meeting and as per the provisions of the CompaniesAct 2013 their tenure as Statutory Auditors expires at the conclusion of 45thAnnual General Meeting. The Board on the recommendation of the Audit Committee hadapproved the appointment of M/s B S R & Associates LLP as Statutory Auditors for aperiod of 5 years from the conclusion of 45th Annual General Meeting till theconclusion of 50th Annual General Meeting of the Company. They have confirmedtheir eligibility under Section 141 of the Companies Act 2013 and the rules framedthereunder for appointment as Auditors of the Company. As required under SEBI (LODR)Regulations 2015 the auditors have also confirmed that they hold a valid certificateissued 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 (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its activity is required to be audited. Your Directors had on therecommendation of the Audit Committee appointed M/s. Diwanji & Co. to audit the costaccounts of the Company for the FY 2016-17 on a remuneration of Rs. 125000/-. Asrequired under the Companies Act 2013 the remuneration payable to the cost auditor isrequired to be placed before the Members in a general meeting for their ratification.Accordingly a resolution seeking Member's ratification for the remuneration payable toM/s. Diwanji & Co. Cost Auditors is included at Item No. 5 of the Notice conveningthe 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 hasappointed M/s. J. J. Gandhi & Co. a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company. The secretarial audit report is annexedherewith as "Annexure-E".
Your Company does not have any subsidiary / subsidiaries within the meaning of theCompanies Act 2013.
The Company has not accepted any fixed deposits and accordingly no amount wasoutstanding as on the date of the Balance Sheet.
24. Disclosure under Rule 5 of the Companies (Appointment & Remuneration) Rules2014
Disclosures required under section 197 of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment & Remuneration) Rules 2014 have been annexed herewith.(Ref. "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 wouldimpact the going concern status of the Company and its future operations.
Your Directors have pleasure to acknowledge the continued and wholehearted supportreceived from all its trade partners valued customers and vendors.
Directors also place on record sincere appreciation of the commitment and enthusiasm ofall employees. Directors also place on record sincere gratitude and deep appreciation toour promoters "Panasonic Corporation Japan" and to all our valued stakeholders.
| ||For and on behalf of the Board |
|Vadodara ||Mikio Morikawa |
|May 30 2017 ||Chairman & Managing Director |
"Annexure-B" to the Board's Report
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.
1. Details of contracts or arrangements or transactions not at arm's lengthbasis : Not Applicable
2. Details of contracts or arrangements or transactions at arm's length basis :
| || || || || || ||(Rs. in lakhs) |
|Sr. No. ||Name Of Related Party ||Nature of contracts / arrangements / transactions ||Duration of the contracts / arrangements/ transactions ||Terms of the contracts ||Value of contract ||Date(s) of approval by the Board |
|1 ||Panasonic Carbon India Co. Ltd. ||Purchase - Carbon Rods ||Yearly ||Prevailing market price ||738.03 ||11/2/2016 |
|2 ||Panasonic Corporation ||Purchase - Spares/ Dies ||Yearly ||Prevailing market price ||0.73 ||11/2/2016 |
| || ||Services - royalty & trademark license fees ||10 & 5 Years Respectively ||Mutually agreed terms ||625.21 ||11/2/2016 |
| || ||Service - IT services - group mail warp & Gpclm ||Yearly ||Mutually agreed terms ||5.11 ||11/2/2016 |
| || ||Expenses incurred on behalf of the Company ||Yearly ||Mutually agreed terms ||61.29 ||11/2/2016 |
| || ||Service - Reimbursement of brand awareness expenses ||Yearly ||Mutually agreed terms ||229.00 ||11/2/2016 |
|3 ||Panasonic Energy (Shanghai) Co. Ltd. ||Purchase - Dry Cell ||Yearly ||Prevailing market price ||162.67 ||11/2/2016 |
| || ||Purchase -Dies ||Yearly ||Prevailing market price ||1.57 ||11/2/2016 |
|4 ||Panasonic Energy (Thailand) Co. Ltd. ||Purchase - Alkaline Batteries ||Yearly ||Prevailing market price ||199.17 ||11/2/2016 |
|5 ||Panasonic India Pvt. Ltd. ||Service - IT Network ||Yearly ||Mutually agreed terms ||7.88 ||11/2/2016 |
| || ||Sale- Dry Cell ||Yearly ||Prevailing market price ||6.33 ||11/2/2016 |
| || ||Service- Reimbursment of website maintenance expenses ||Yearly ||Mutually agreed terms ||6.70 ||11/2/2016 |
|6 ||Panasonic Asia Pacific Pte Ltd. ||Purchase - Raw Material ||Yearly ||Prevailing market price ||62.59 ||11/2/2016 |
|7 ||Panasonic Peruana S.A. ||Sale - Spares ||Yearly ||Prevailing market price ||31.74 ||11/2/2016 |
| || ||Payment made on behalf of the Company ||Yearly ||Prevailing market price ||3.51 ||11/2/2016 |
|8 ||Panasonic Energy Tanzania Co. Ltd. ||Sale - Raw Material ||Yearly ||Prevailing market price ||456.70 ||11/2/2016 |
| || ||Sale - Spares ||Yearly ||Prevailing market price ||0.27 ||11/2/2016 |
| || ||Purchase- Computer ||One time ||Prevailing market price ||0.45 ||11/2/2016 |
| || ||Payment made by Company on behalf of ||Yearly ||Mutually agreed terms ||7.73 ||11/2/2016 |
|9 ||P.T. Panasonic Gobel Energy Indonesia ||Purchase - Alkaline Batteries ||Yearly ||Prevailing market price ||14.52 ||11/2/2016 |
|10 ||Panasonic Hong Kong Co. Ltd. ||Purchase - Eneloop Batteries & Charger ||Yearly ||Prevailing market price ||2.20 ||11/2/2016 |
|11 ||Relo Panasonic Excel Internation Co. Ltd. ||Payment made on behalf of the Company ||One time ||Prevailing market price ||1.54 ||11/2/2016 |
|12 ||Panasonic Industrial Devices Sales (HKG) Co. Ltd. ||Purchase - Eneloop Batteries & Charger ||Yearly ||Prevailing market price ||14.11 ||11/2/2016 |
|13 ||Panasonic Energy (Wuxi) Co. Ltd. ||Purchase - Eneloop Batteries & Charger ||Yearly ||Prevailing market price ||536.33 ||11/2/2016 |
|14 ||Panasonic Procurement China Co. Ltd. ||Purchase - Raw Material ||Yearly ||Prevailing market price ||4.86 ||11/2/2016 |
|15 ||Panasonic Do Brasil Limitada ||Sale - Raw Material ||Yearly ||Prevailing market price ||10.42 ||11/2/2016 |
| ||TOTAL || || || ||3190.66 || |
No advance has been paid to any of the above related parties during the year.
For and on behalf of the Board
Chairman & Managing Director
Vadodara May 30 2017
"Annexure-C" to the Board's Report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [Section134(3) (m) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts)Rules 2014]
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy;
Electricity consumption of compressor reduced by 6% due to various measurestaken by air saving techniques.
Electrical load reduction by 11 Kw by modification in various machineryprocesses. Energy checking by internal departments to improve energy efficiency of thefactory & office. Implemented various production engineering techniques to improveperformance of machineries.
(ii) the steps taken by the company for utilising alternate sources of energy;Presently solar water heating systems are being used.
(iii) the capital investment on energy conservation equipments;
Capital investment on energy conservation equipment's is to the tune of Rs. 1.7 lakhs.
(B) Technology Absorption
|1 The efforts made towards technology absorption ||Mass production of 100 % eco- friendly batteries after elimination of Lead. |
| ||Efforts are made to conserve energy through adoption of innovative ideas and technology. |
| ||Improvement in component design with the help of Panasonic Corporation. |
|2 The benefit derived like product improvement cost reduction product development import substitution ||Contributing to the betterment of the society by manufacturing eco-friendly batteries. |
| ||Reduction of cost by using alternate raw materials without compromising the quality of the products. |
| ||Reduction in emission of CO2 by adopting various technologies and by implementing innovative ideas. |
|3 The expenditure incurred in research & development. ||Rs. 178.90 lakhs |
|(C) Foreign Exchange Earnings and Outgo || |
|1 Foreign Exchange Earned ||Rs. 502.77 lakhs |
|2 Foreign Exchange Outgo ||Rs. 4800.90 lakhs |
"Annexure-F" to the Board's Report
Disclosure in the Board's Report under Rule 5 of the Companies (Appointment &Remuneration) Rules 2014
1 Ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2016-17:
|Sr. No. ||Name of Director ||Ratio |
|1 ||*Mr.Mikio Morikawa - Chairman & Managing Director ||30:1 |
|2 ||*Mr.S.K.Khurana - Chairman & Managing Director ||25:1 |
|3 ||Mr.Gautam Punj ||1:1 |
|4 ||Ms.Geeta Goradia ||2:1 |
|5 ||Mr.Mayur Swadia ||1:1 |
|6 ||Mr. Atul Dalmia ||1:1 |
|7 ||Mr.Chiaki Kidani ||1:1 |
* Part of the year
2 The Percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any for the FY 2016-17 comparedto 2015-16:
|Sr. No. ||Name of Director ||% of increase |
|1 ||*Mr. Mikio Morikawa - Chairman & Managing Director ||NA |
|2 ||Mr.S.K.Khurana - Chairman & Managing Director ||-24 |
|3 ||Mr.Gautam Punj - Director ||-60 |
|4 ||Ms.Geeta Goradia - Director ||-45 |
|5 ||Mr.Mayur Swadia - Director ||-52 |
|6 ||Mr. Atul Dalmia - Director ||-45 |
|7 ||Mr. Chiaki Kidani - Director ||-64 |
|8 ||Mr.Anjan Shah - DGM (Finance) ||13 |
|9 ||Ms.Susheela Maheshwari - Company Secretary ||13 |
* Part of the year
3 The Percentage increase in the median remuneration of employees in the financial year2016-17 as compared to 2015-16 : 8.00%
|4 The number of permanent employees on the roll of company : ||31-03-2017 ||31-03-2016 |
| ||827 ||836 |
5 Average percentile increase in salaries of employees other than managerial personnel:15%
6 The Board of Directors of the Company affirms that the remuneration is as per theremuneration policy of the Company.
7 The statement showing the Names of Employees of the Company as per Rule 5(2) is givenbelow :