The Directors have pleasure in presenting to you their Thirtieth
Annual Report together with the Audited Accounts of the Company for the
year ended 31st March, 2012 and the Auditors'' Report thereon.
The summarised working results for the year ended 31st March, 2012 as
compared with the earlier year are as under:
Particulars Year ended
31.03.2012 Year ended
(Rs in Lakhs) (Rs in Lakhs)
Profit before depreciation 626.96 757.33
Less: Depreciation 43.79 51.12
Balance Profit before taxation 583.17 706.21
Less: Provision for Taxation after adjustment 190.07 236.44
towards deferred tax
Balance profit after Taxation 393.10 469.77
Add: Surplus brought forward from Previous year 66.24 86.98
Amount available for Appropriation 459.34 556.75
Your Directors recommend the following
Proposed Dividend 336.00 336.00
Taxation on Dividend 54.51 54.51
Transfer to General Reserve 50.00 100.00
Transfer to Profit and Loss Account 18.83 66.24
Total 459.34 556.75
Your Directors recommend a dividend of Rs 7/- per Share (i.e.) 70%,
which as per the provisions of Income-tax Act presently in force will
not be taxed in the hands of the Shareholders. However, the Company
will be paying the prescribed tax on the distributed dividend. This
dividend if approved by you at the ensuing Thirtieth Annual General
Meeting will be paid to the Shareholders whose names appear in the
Register of Members as on the date of said Meeting.
STATEMENT PURSUANT TO LISTING AGREEMENTS
The Company''s Securities are listed with Madras and Mumbai Stock
Exchanges and it has paid the respective Annual Listing Fees up-to-date
and there are no arrears.
TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, FOREIGN EXCHANGE ETC.
Details regarding conservation of energy, foreign exchange and
technology absorption including R&D efforts are given separately in
Annexure ''A'' to this Report.
CODE OF CORPORATE GOVERNANCE
A detailed report on Corporate Governance as updated with the
particulars of this Financial Year, as per the directions from SEBI is
annexed to this report (Annexure B) together with Report of the
Auditors on the compliance with the said Code.
Particulars of employment as required under Section 217(2A) of the
Companies Act, 1956 are not furnished as none of the employees were in
receipt of remuneration exceeding the limits prescribed under the
Mr. Hideo Nakano had resigned from the Board of your Company effective
25th May, 2012.
Mr. Hitoshi Arata was appointed as a Director in the vacancy caused on
the resignation of Mr. Hideo Nakano at the Board Meeting held on 25th
The Board of Directors places on record their appreciation for the
valuable contribution made by Mr. Hideo Nakano for the growth of the
Company during his tenure of Directorship.
In accordance with the Articles of Association of the Company Mr.
Hiroyuki Aota and Mr. V. R Gupte retires by rotation at this Annual
General Meeting. They are, being eligible, offer themselves for
Information about all the Directors proposed to be
appointed/re-appointed is furnished in the Explanatory Statement under
the heading Information about the Directors proposed to be
appointed/re-appointed attached to the Notice of the ensuing Annual
General Meeting for your consideration.
The Directors recommend that all the resolutions placed before the
Members regarding the appointment of the Directors be approved.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements u/s 217(2AA) of the Companies Act, 1956
with respect to Directors'' Responsibility Statement, your Directors
confirm that they had:
1. followed in the preparation of Annual Accounts, the applicable
Accounting Standards and given proper explanation relating to material
departures, if any;
2. selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the Financial Year and of the Profit of the Company for that
3. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act so as
to safeguard the Assets of the Company and to prevent and detect fraud
and other irregularities; and
4. Prepared the Accounts on a Going Concern basis.
M/s.Brahmayya & Co., Chartered Accountants, the Statutory Auditors of
the Company, retire at the conclusion of the ensuing Thirtieth Annual
General Meeting and are eligible for re-appointment. They have
confirmed their eligibility under Section 224(1 B) of the Companies
Your Directors record their sincere appreciation to the support,
co-operation and assistance provided by the Collaborators,
M/s.Panasonic Corporation, Japan.
Your Directors thank the valued Customers for their patronage, the
Suppliers for their timely and quality supply, the Shareholders for the
confidence reposed and the Bankers, State and Central Governments for
extending their invaluable support.
Your Directors place on record their appreciation of the dedicated
services of the Employees of the Company at all levels for the growth
of the Company.
By Order of the Board of Directors
For Panasonic Caron India Co. Limited
Place : Chennai V.R. GUPTE R. SENTHIL KUMAR
Date : 25th May, 2012 DIRECTOR MANAGING DIRECTOR