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Securities Identification Number: 4062
June 1, 2015
To Shareholders of IBIDEN CO., LTD. 2-1, Kanda-cho, Ogaki-city, Gifu Pref.
President & CEO, Representative Director Hiroki TAKENAKA
IBIDEN CO., LTD. Notice of the 162nd Ordinary General Meeting of Shareholders
Thank you very much for your continued support of IBIDEN CO., LTD. You are cordially invited to attend the 162
nd Ordinary General Meeting of Shareholders of IBIDEN CO., LTD.
(the “Company”) to be held as set forth below. If you are unable to attend the meeting, you can exercise your voting rights by either of the methods described below. Please kindly review the “Reference Materials for General Meeting of Shareholders,” and exercise your voting rights by no later than 5:00 p.m., Tuesday, June 16, 2015 (Japan time).
Options for exercising your right to vote
Exercise of Voting Rights by Attendance at Ordinary General Meeting of Shareholders
Date of Ordinary General
Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form to the reception desk on the date of the Meeting.
Wednesday, June 17, 2015
2:00 p.m. (Japan time)
Exercise of Voting Rights by Mail
Deadline for Exercise Please send Company the enclosed Voting Rights Exercise Form, indicating your approval or disapproval of the proposals, by no later than the prescribed deadline for exercise. Tuesday,
June 16, 2015, 5:00 p.m. (Japan time)
Exercise of Voting Rights by Internet
Deadline for Exercise
Tuesday,
June 16, 2015,
5:00 p.m. (Japan time)
Please access the designated website for the exercise of voting rights (http://www.web54.net), using the “code for exercise of voting rights” and the “password” specified on the enclosed Voting Rights Exercise Form. Please follow the instructions on the screen and register whether you approve or disapprove of the proposal. In exercising your voting rights, please check the “Instructions for Voting via the Internet” on pages 5 and 6 of this document.
Particulars:
1. Date and
hour
2:00 p.m., Wednesday , June 17, 2015
2. Place Kanda-cho, Ogaki-city, Gifu Pref.
In the conference hall on the 2nd floor of the Company’s head office building
3. Agenda items
Matters to be
reported
(1) Business report and consolidated financial statements, and audit reports by the accounting auditor and the board of auditors on the consolidated financial statements, for the 162
nd fiscal year (from April 1,
2014 to March 31, 2015) (2) Financial statements for the 162
nd fiscal year (from April 1, 2014 to
March 31, 2015)
Proposals to be acted upon:
Proposal 1: Partial Amendment to the Articles of Incorporation
Proposal 2: Election of ten (10) Directors
Proposal 3: Election of two (2) Corporate Auditors
Proposal 4: Election of one (1) Substitute Outside Corporate Auditor
4.Rules regarding the General Meeting of Shareholders (1) If a shareholder casts votes more than once via the Internet, the last vote cast shall be
treated as the valid exercise of the voting rights. (2) If a shareholder casts votes both via the Internet and by mailing the Voting Rights Exercise Form, the vote cast via the Internet shall be treated as the valid exercise of the
voting rights.
<To shareholders who attend the Ordinary General Meeting of Shareholders>
Ordinary General Meeting of Shareholders will be held from 2:00 pm on the date above.
Please make sure to be at Company’s head office building before the starting time.
Reception for the meeting will start from 1:00 pm. There will be no lunch.
Venue will be crowded on the day of the meeting. Please be advised in advance that you may
be guided to an alternative venue if the main venue becomes fully occupied.
All shareholders in alternative venue may view all reports and communication to be made in
main venue via a monitor screen during the Ordinary General Meeting of Shareholders.
Please bring this Notice of the 162nd Ordinary General Meeting of Shareholders when you
attend.
Information Disclosed via the Internet
Company’s website ht tp : / /www. ib iden .co . jp /
◎ Pursuant to the laws and regulations and Article 15 of the Company’s Articles of Incorporation, notes to
consolidated/non-consolidated financial statements (in Japanese) are posted on the website above, and are not contained in the documents accompanying the Notice of the 162
nd Ordinary General Meeting of
Shareholders. The consolidated/non-consolidated financial statements audited by the Accounting Auditor and the Board of Auditors are the respective accompanying documents specified in this Notice and the notes to the consolidated/non-consolidated financial statements posted on the website above.
◎ If there is any minor amendment to the “Reference Materials for General Meeting of Shareholders” and/or the Consolidated /non-consolidated financial statements, such amendment will be posted on the Company’s website indicated above.
This document is an English translation of the Notice of the 162nd Ordinary General Meeting of Shareholders originally prepared in
Japanese. This English translation is for general reference purposes only and is subject to errors and omissions. All information
contained herein is deemed accurate, but is not guaranteed.
Proposal 1: Partial Amendment to the Articles of Incorporation ❶ Reasons for the amendment
The Company propose to set new articles, for election of a Substitute Auditor for being prepared in the event
the Company lacks the number of Auditors becomes less than that required by laws and regulations.
❷ Contents of amendment
Contents of amendments are as below:
(Underlined portions are portions to be changed)
Current Articles of Incorporation Proposed Amendment
Chapter 5: Auditors and Board of Auditors
Article 28 (Provision Omitted)
Article 29 (Election of an Auditors)
Auditors shall be elected by resolution at the Company’s
Ordinary General Meetings of Shareholders.
2. Election of an Auditor shall be made by majority of votes
of Shareholders who are entitled to exercise their votes
at the Ordinary General Meetings of Shareholders,
being one thirds or more of vote of such Shareholders
who are present at the Ordinary General Meetings of
Shareholders.
(Newly added)
(Newly added)
Article 30
|
Article 35
(Provision Omitted)
Chapter 5: Auditors and Board of Auditors
Article 28 (Provision Omitted))
Article 29 (Election of an Auditors)
Auditors shall be elected by resolution at the Company’s
Ordinary General Meetings of Shareholders.
2. Election of an Auditor shall be made by majority of votes
of Shareholders who are entitled to exercise their votes
at the Ordinary General Meetings of Shareholders,
being one thirds or more of vote of such Shareholders
who are present at the Ordinary General Meetings of
Shareholders.
3. The Company, under the provision of Article 329
Paragraph 3 of the Companies Act, may appoint a
Substitute Auditor in order to be prepared in the event
the Company lacks the number of Auditors becomes
less than that required by laws and regulations.
4. The effective term of the resolution for election of
Substitute Corporate Auditor shall expire at the
beginning of the Ordinary General Meetings of
Shareholders relating to the last fiscal year ending
within four (4) years from his/her election.
Article 30
|
Article 35
(Provision Omitted)
Proposal 2: Election of ten (10) Directors Term of office of all directors (thirteen (13) directors) will end upon the closing of this Ordinary General
Meeting of Shareholders.
The Company, therefore, proposes that ten (10) directors be elected.
The candidates for directors are as follows:
Reassignment
1 Hiroki TAKENAKA (Date of Birth: January 1, 1951)
Numbers of the Company’s
Shares Owned
76,700
Career, Area in Charge and Position at the Company and Other major positions
concurrently held April 1973 Joined IBIDEN Co., Ltd.
June 1997 Director
June 2001 Managing Director
June 2005 Director & Executive Managing Officer
April 2007 Representative Director, President & CEO (to present)
January 2015 In charge of Electronics Operations (to present)
January 2015 In charge of R&D Operations (to present)
May 2015 In charge of DPF Operations (to present)
Reassignment
2 Yoichi KUWAYAMA (Date of Birth: May 30, 1958)
Numbers of
the Company’s Shares Owned
23,800
Career, Area in Charge and Position at the Company and Other major positions
concurrently held April 1983 Joined IBIDEN Co., Ltd.
April 2007 Executive
April 2008 Corporate Officer
April 2011 Operations Manager of DPF Operations
April 2012 Managing Officer
June 2012 Director & Managing Officer
April 2014 Director & Executive Managing Officer (to present)
April 2014 Operations Manager of Ceramics Operations (to present)
Reassignment
3 Tsuyoshi NISHIDA (Date of Birth: July 10, 1956)
Numbers of
the Company’s Shares Owned
17,500
Career, Area in Charge and Position at the Company and Other major positions
concurrently held April 1980 Joined IBIDEN Co., Ltd.
April 2008 Executive
April 2011 Corporate Officer
April 2011 Operations Manager of CSP Operations
June 2013 Director & Corporate Officer
April 2014 Director & Managing Officer
April 2014 Operations Manager of PKG Operations
January 2015 Director & Executive Managing Officer (to present)
January 2015 Operations Manager of Electronics Operations (to present)
January 2015 Director of IBIDEN Electronics (Beijing) Co., Ltd.(to present)
Major Concurrent Duties
Director of IBIDEN Electronics (Beijing) Co., Ltd.(to present)
New
4 Takayuki TAKAGI
(Date of Birth: January 13, 1951)
Numbers of
the Company’s Shares Owned
34,560
Career, Area in Charge and Position at the Company and Other major positions
concurrently held July 1975 Joined IBIDEN Co., Ltd.
June 2003 Director
January 2005 Deputy Operations Manager of Electronics Operations
June 2005 Corporate Officer
April 2006 Deputy Operations Manager of PKG Operations
April 2008 Managing Officer
April 2009 Operations Manager of Energy & Environment Operations
April 2012 Executive Managing Officer (to present)
January 2015 Operations Manager of Strategic Manufacturing Operations (to present)
January 2015 In charge of CSR Promotion (to present)
January 2015 In charge of Energy Control Division (to present)
Reassignment
5 Takeshi AOKI
(Date of Birth: February 4, 1958)
Numbers of
the Company’s Shares Owned
18,700
Career, Area in Charge and Position at the Company and Other major positions
concurrently held April 1981 Joined IBIDEN Co., Ltd.
April 2006 Executive
April 2008 Corporate Officer
April 2013 Deputy Operations Manager of ECP Operations
June 2013 Director & Corporate Officer
April 2014 Director & Managing Officer (to present)
April 2014 Deputy Operations Manager of Ceramics Operations (to present)
August 2014 In charge of SCR Operations (to present)
New
6
Kozo KODAMA (Date of Birth: March 23, 1963)
Numbers of
the Company’s Shares Owned
11,200
Career, Area in Charge and Position at the Company and Other major positions
concurrently held April 1986 Joined IBIDEN Co., Ltd.
April 2007 Division Manager of Production Management Division APG Operation
April 2008 Executive
April 2009 Unit Manager of Unit 1 APKG Operations
April 2010 Deputy Operations Manager of PKG Operations
April 2012 Corporate Officer
April 2012 Vice President of IBIDEN Philippines Inc.
January 2015 Managing Officer (to present)
January 2015 Deputy Operations Manager of Electronics Operations (to present)
Reassignment
7 Kazushige OHNO (Date of Birth: October 05,1966)
Numbers of
the Company’s Shares Owned
16,500
C Career, Area in Charge and Position at the Company and Other major positions
concurrently held May 1991 Joined IBIDEN Co., Ltd.
February 2006 Waseda University PhD (Engineering)
April 2008 Executive
April 2012 Corporate Officer
April 2013 Operations Manager of R&D Operations (to present)
June 2013 Director & Corporate Officer (to present)
Reassignment
8 Masahiko IKUTA (Date of Birth: August 29, 1962)
Numbers of
the Company’s Shares Owned
16,600
Career, Area in Charge and Position at the Company and Other major positions
concurrently held April 1985 Joined IBIDEN Co., Ltd.
April 2008 Executive
April 2010 Corporate Officer
April 2010 Operations Manager of Strategic Corporate Planning Operations
April 2011 Operations Manager of FGM Operations
October 2013 In charge of FGM Operations (to present)
October 2013 In charge of IR, Operations Manager of Strategic Corporate Planning
Operations (to present)
June 2014 Director & Corporate Officer (to present)
Reassignment
Candidate of Outside Director
Independent Director
Years of Service as an Outside Director
2 years
(At the conclusion of 162nd
Ordinary General Meeting of
Shareholders)
…………………… Attendance at
The Board of Directors’ Meeting
in Fiscal Year 2014
12/12 times
(100%)
9 Shozo SAITO
(Date of Birth: July 9, 1950)
Numbers of
the Company’s Shares Owned
0
Career, Area in Charge and Position at the Company and Other major positions
concurrently held June 2007 Executive Officer, Corporate Vice President of Toshiba Corporation
June 2010 Executive Officer, Corporate Executive Vice President of Toshiba
Corporation
June 2012 Director, Representative Executive Officer, Corporate Senior Executive
Vice President of Toshiba Corporation
June 2013 Outside Director of IBIDEN Co., Ltd. (to present)
June 2013 Executive Adviser of Toshiba Corporation (to present)
Major Concurrent Duties
- Executive Adviser of Toshiba Corporation
- Chairman of General Incorporated Association Semiconductor Industry Research
Institute Japan
- Representative Director of President of Nippon Electronic Device Industry
Association
Relation between his major concurrent duties and the Company
The Company has no special interests with Mr.Shozo SAITO
Reasons for his Nomination as an Outside Director
The Company proposes that Mr.Shozo SAITO be elected as an outside director, in
expectation of the advice and supervision which he will be able to provide based on his
abundant and wide-ranging experience and expertise, including those in relation to
corporate management.
Reassignment
Candidate of Outside Director
Independent Director
Years of Service as an Outside Director
1 year (At the conclusion of 162nd Ordinary General Meeting of Shareholders)
…………………… Attendance at
The Board of Directors’ Meeting
in Fiscal Year 2014
9/10 Times
(90%)
10
Chiaki YAMAGUCHI
(Date of Birth: December 25,1949)
Numbers of
the Company’s Shares Owned
5,000
Career, Area in Charge and Position at the Company and Other major positions
concurrently held June 2003 Full-time Corporate Auditor of Toyota Industries Corporation
June 2011 Executive Managing Director of Toyota Industries Corporation
June 2012 Representative Director & Senior Vice President of Toyota Industries
Corporation
June 2014 Outside Director of IBIDEN Co., Ltd. (to present)
June 2015 Advisor of Towa Real Estate Co., Ltd. (to present)
Other Major Position Concurrently Held
Advisor of Towa Real Estate Co., Ltd.
Relation between his major concurrent duty and the Company The Company has no special interests with Mr.Chiaki YAMAGUCHI
Reasons for his Nomination as an Outside Director The Company proposes that Mr. Chiaki YAMAGUCHI be elected as an outside director, in expectation of the advice and supervision which he will be able to provide based on his abundant and wide-ranging experience and expertise, including those in relation to corporate management.
(Annotation) 1. The Company has no special interests with any of the candidates above.
2. Liability limitation agreements with outside director
The Company has executed with Mr. Shozo SAITO and Mr. Chiaki YAMAGUCHI, outside director, an agreement for limitation of liability for damage as stipulated in Article 423.1 of the Companies Act. Outline of contents of the liability limitation agreement as follows: (i) Liability for damage incurred due to an outside director’s failure to perform
his/her duties as an outside director shall be up to the amount of 20 million yen or the minimum liability amount stipulated in Article 425.1 of the Companies Act, whichever is higher.
(ii) The limitation of liability above applies only if an outside director has performed the duties which have caused his/her liability, without knowledge thereof and has not been grossly negligent in performing the same.
3. Pursuant to the provisions prescribed by Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc., Mr. Shozo SAITO and Mr. Chiaki YAMAGUCHI have been appointed as independent directors and registered with both Stock Exchanges.
4. There are no further matters to be specified other than the above regarding the matters to be stated in the proposal for the election of the directors, as stipulated in Article 74 of the Ordinance for Enforcement of the Companies Act.
Proposal 3: Election of two (2) Corporate Auditors
Term of office of an Auditor: Mr. Yasuhiro KUMAGAI will end upon the closing of this Ordinary General
Meeting of Shareholders. Two (2) Corporate Auditors: Mr.Katsumi MABUCHI and Mr. Tadao KURIBAYASHI will resign upon the closing of this Ordinary General Meeting of Shareholders. The Company, therefore, proposes that two (2) directors be elected. The submission of this proposal at this Ordinary General Meeting of Shareholders was approved by the Board
of Auditors.
The candidates for Corporate Auditors are as follows:
New
1 Keiichi SAKASHITA (Date of Birth: April 21,1956)
Numbers of
the Company’s
Shares Owned
30,400
Career, Area in Charge and Position at the Company and Other major positions concurrently held
April 1981 Joined IBIDEN Co., Ltd.
April 2007 Director & Managing Officer
April 2009 In charge of Ceramic Operations
April 2009 Operations Manager of DPF Operations
April 2011 Operations Manager of Strategic Manufacturing Operations
April 2013 Director & Executive Managing Officer (to present)
January 2015 In charge of Audit (to present)
January 2015 In charge of IMS promotion(to present)
Reasons for his Nomination as a Candidate for an Corporate Auditor
The Company proposes that Mr. Keiichi SAKASHITA be elected as a corporate auditor, in expectation of the advice and supervision which he will be able to provide based on his abundant and wide-ranging experience and expertise on the Company’s business, including those in relation to corporate management.
New
Candidate for an Outside Corporate Auditor
2 Fumio KATO
(Date of Birth: January 20, 1944)
Numbers of
the Company’s
Shares Owned
0
Career, Area in Charge and Position at the Company and Other major positions concurrently held
July 2000 Deputy Manager of Investigation Department Nagoya Regional
Taxation Bureau July 2001 Superintendent of Showa Tax Office
August 2002 Registered as certified tax accountant, Opened Fumio Kato Certified Tax Accountant Office, Representative of Fumio Kato Certified Tax Accountant Office (to present)
July 2004 Outside Corporate Auditor of Seino Holdings Co., Ltd. (to present) November 2014 Outside Corporate Auditor of Himiraya Co., Ltd. (to present)
Other Major Position Concurrently Held
Representative of Fumio Kato Certified Tax Accountant Office
Reasons for his Nomination as a Candidate for an Outside Corporate Auditor
The Company proposes that Mr.Fumio KATO be elected as an outside corporate auditor, in expectation of the advice and supervision which he will be able to provide based on his abundant and wide-ranging experience and expertise as a certified tax accountant, including those in relation to corporate management.
Eligibility of a Candidate for an Outside Corporate Auditors
Mr. Fumio KATO has not been directly involved in the management of corporation, however, we expect him to adequately execute his duties as an outside corporate auditors with his knowledge and experience.
(Annotation) 1. The Company has no special interests with any of the candidates above. 2. Liability limitation agreements with outside corporate auditors
The Company has executed with Mr. Fumio KATO, outside corporate auditor, an
agreement for limitation of liability for damage as stipulated in Article 423.1 of the
Companies Act. Outline of contents of the liability limitation agreement as follows:
(i) Liability for damage incurred due to an outside auditor’s failure to perform
his/her duties as an outside corporate auditor shall be up to the amount of 18
million yen or the minimum liability amount stipulated in Article 425.1 of the
Companies Act, whichever is higher.
(ii) The limitation of liability above applies only if an outside corporate auditor
has performed the duties which have caused his/her liability, without
knowledge thereof and has not been grossly negligent in performing the
same.
If this proposal is approved, an agreement with the same terms and conditions
as those set forth above will also be executed with Mr. Fumio KATO, upon his
assumption of office as an outside corporate auditor.
2. Pursuant to the provisions prescribed by Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc., The Company has appointed and registered Mr. Fumio KATO with both Stock Exchanges as a candidate for independent director.
3. There are no further matters to be specified other than the above regarding the matters to be stated in the proposal for the election of the corporate auditor, as stipulated in Article 76 of the Enforcement Regulations of the Corporate Law.
Proposal 4 Election of one (1) Substitute Outside Corporate Auditor
In order to be prepared in the event the Company lacks the number of Auditors becomes less than that required by laws and regulations. The Company proposes that Mr. Shogo KOMORI be elected as an substitute outside corporate auditor. The Company also proposes that, limiting to the period prior to the assumption of office, the appointment of substitute outside corporate auditor may be effectively withdrawn by the resolution of Board of Directors after obtaining an approval of the Board of Corporate Auditors. The submission of this proposal at this Ordinary General Meeting of Shareholders was approved by the Board of Auditors.
A candidate for Substitute Corporate Auditor is as below:
Candidate for a Substitute Outside Corporate Auditor
Shogo KOMORI
(Date of Birth: October 23,1979)
Numbers of
the Company’s Shares Owned
0
Career, Area in Charge and Position at the Company and Other major positions concurrently held
October 2003 Registered as attorney (Daini Tokyo Bar Association)
Joined Anderson Law Office October 2004 Switched the registration as attorney to Gifu Prefecture Bar
Association Joined Mori Law Office
March 2012 Opened Shogo KOMORI Law Office, Representative of the office (to present)
April 2012 Vice-chairman of Gifu Prefecture Bar Association
Other Major Position Concurrently Held
Representative of Shogo KOMORI Law Office
Reasons for his Nomination as a Candidate for a Substitute Outside Corporate Auditor
The Company proposes that Mr. Shogo KOMORI be elected as a substitute outside corporate auditor, in expectation of the advice and supervision to strengthen the Company’s audit system which he will be able to provide based on his abundant and wide-ranging experience and expertise as an attorney.
Eligibility of a Candidate for a Substitute Outside Corporate Auditors
Mr. Shogo KOMORI has not been directly involved in the management of corporation, however, we expect him to adequately execute his duties as a substitute outside corporate auditors with his knowledge and experience.
(Annotation) 1. The Company has no special interests with Mr. Shogo KOMORI. 2. If this proposal is approved and Mr. Shogo KOMORI assumes office as an outside corporate auditor, an agreement for limitation of liability for damage as stipulated in Article 423.1 of the Companies Act will also be executed with Mr. Shogo KOMORI.
Contents of the liability limitation agreement as follows: (i) Liability for damage incurred due to an outside auditor’s failure to perform
his/her duties as an outside corporate auditor shall be up to the amount of 18 million yen or the minimum liability amount stipulated in Article 425.1 of the Companies Act, whichever is higher.
(ii) The limitation of liability above applies only if an outside corporate auditor has performed the duties which have caused his/her liability, without knowledge thereof and has not been grossly negligent in performing the same.
CONSOLIDATED BALANCE SHEETS (In millions of yen)
Account As of March 31,2015
(Reference) As of March
31,2014
(Assets)
Current Assets 221,772 202,262
Cash and deposits 106,646 77,170
Notes and accounts
receivable - trade 59,655 59,152
Short-term investment
securities 5,197 15,191
Merchandise and finished
goods 13,201 14,795
Work in process 9,865 8,374
Raw materials and supplies 14,938 15,468
Deferred tax assets 2,878 2,578
Other - current assets 9,739 10,025
Less - allowance for
doubtful accounts △347 △494
Noncurrent Assets 298,074 259,850
Property, plant and
equipment 236,153 207,702
Buildings and Structures 93,487 85,314
Machinery, equipment and
vehicles 86,210 68,127
Land 19,056 19,114
Lease assets 584 2,189
Construction in progress 31,392 28,464
Other - property, plant and
equipment 5,422 4,491
Intangible assets 6,870 8,474
Account As of March
31,2015
(Reference) As of March
31,2014
(Liabilities)
Current Liabilities 98,166 112,392
Notes and accounts payable
- trade 33,265 35,452
Short-term loans payable 25,665 18,161
Current portion of bonds ― 25,000
Accounts payable - other 14,928 14,993
Accrued income taxes 6,680 1,138
Deferred tax liabilities 35 15
Reserve for bonuses 3,958 3,830
Reserve for directors’
bonuses 167 153
Notes payable - facilities 1,837 1,491
Other - current liabilities 11,627 12,156
Non-Current Liabilities 61,589 27,158
Bonds payable 40,000 15,000
Long-term loans payable 10,189 3,412
Lease obligations 358 545
Deferred tax liabilities for
land revaluation 71 157
Net defined benefit liability 504 502
Deferred tax liabilities 8,897 5,544
Other - long-term liabilities 1,567 1,994
Total Liabilities 159,756 139,550
(Continued)
Account As of March 31,2015
(Reference) As of March
31,2014
Investments and other
assets 55,051 43,674
Investment securities 52,287 39,924
Long-term loans receivable 31 35
Deferred tax assets 1,310 1,341
Other - investments and
other assets 1,761 2,766
Less - allowance for
doubtful accounts △340 △393
Total Assets 519,847 462,113
(In millions of yen)
Account As of March 31,2015
(Reference) As of March
31,2014
(Net Assets)
Shareholders’ Equity 305,815 290,855
Capital stock 64,152 64,152
Capital surplus 68,354 68,354
Retained earnings 210,423 195,459
Less - treasury stock, at cost △37,115 △37,110
Accumulated other
comprehensive income 50,284 27,564
Valuation difference on
available-for-sale securities 21,003 11,433
Deferred gains or losses on
hedges △1 ―
Revaluation reserve for land 156 71
Foreign currency translation
adjustments 29,126 16,059
Subscription rights to shares ― 353
Minority interests 3,991 3,789
Total Net Assets 360,091 322,562
Total Liabilities and Net
Assets 519,847 462,113
Note: Amounts less than one million yen are omitted. (Concluded)
CONSOLIDATED STATEMENTS OF INCOME (In millions of yen)
Account Fiscal year ended March 31, 2015
(Reference) Fiscal year ended March 31, 2014
Net sales 318,072 310,268
Cost of sales 237,241 236,926
Gross profit 80,830 73,341
Selling, general and administrative expenses 54,791 49,899
Operating income 26,039 23,442
Non-operating income 8,040 7,297 Interest income 394 384 Dividends income 794 632 Foreign exchange gains, net 5,769 5,166 Other - non-operating income 1,081 1,113
Non-operating expenses 2,766 2,337 Interest expenses 369 373 Rent expenses on facilities 9 11 Depreciation of inactive noncurrent assets 1,241 1,194 Other - non-operating expenses 1,146 758
Ordinary income 31,314 28,401
Extraordinary income 713 877 Gain on sales of noncurrent assets 193 68 Gain on sales of investment securities ― 188 Insurance income 166 ― Gain on reversal of subscription rights to shares 353 566 Other - extraordinary income ― 53
Extraordinary loss 2,422 3,794 Loss on retirement of noncurrent assets 1,226 959 Impairment loss 832 1,822 Loss on valuation of investment securities 1 2 Loss on liquidation of subsidiaries and affiliates 24 561 Loss on disaster 173 ― Other - extraordinary loss 163 447
Income before income taxes 29,604 25,484 Income taxes – current 9,680 5,799 Income taxes – deferred 658 2,039
Income before minority interests 19,265 17,645 Minority interests in income 158 166
Net income 19,107 17,479
Note: Amounts less than one million yen are omitted.
C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N N E T A S S E T S
Fiscal year ended March 31, 2015 ( In millions of yen)
Shareholders’ Equity Accumulated other comprehensive
income
Capital stock
Capital surplus
Retained Earnings
Treasury Stock at cost
Total shareholders’
equity
Valuation difference on
available-for-sale securities
Deferred gains or losses
on hedges
Balance at the beginning of current period
64,152 68,354 195,459 △37,110 290,855 11,433 -
Changes of items during the period
Dividends from surplus △4,142 △4,142
Net income 19,107 19,107
Purchase of treasury stock △4 △4
Disposal of treasury stock △0 0 0
Net changes of items other than shareholders' equity
9,569 △1
Total changes of items during the period
- △0 14,964 △4 14,959 9,569 △1
Balance at the end of current period
64,152 68,354 210,423 △37,115 305,815 21,003 △1
Accumulated other comprehensive income
Subscription rights
to shares Minority interests Total Net Assets Revaluation
reserve for land
Foreign currency
translation
adjustments
Total Valuation
and translation
adjustments Balance at the beginning of current period
71 16,059 27,564 353 3,789 322,562
Changes of items during the period
Dividends from surplus △4,142
Net income 19,107
Purchase of treasury stock △4
Disposal of treasury stock 0
Net changes of items other than shareholders' equity
85 13,066 22,720 △353 201 22,568
Total changes of items during the period
85 13,066 22,720 △353 201 37,528
Balance at the end of current period
156 29,126 50,284 - 3,991 360,091
Note: Amounts less than one million yen are omitted.
BALANCE SHEETS (In millions of yen)
Account As of March 31,2015
(Reference) As of March
31,2014
(Assets)
Current Assets 124,567 103,606
Cash and deposits 52,197 31,809
Notes receivable - trade 1,063 977
Accounts receivable -
trade 27,563 20,258
Short-term investment
securities 5,197 15,191
Merchandise and finished
goods 4,752 4,462
Work in process 4,399 4,044
Raw materials and
supplies 3,217 2,892
Deferred tax assets 2,026 1,628
Short-term loans
receivable 14,707 16,536
Accounts receivable -
other 8,559 4,948
Other - current assets 988 919
Less - allowance doubtful
accounts △106 △63
Noncurrent Assets 248,561 219,881
Property, plant and
equipment 62,288 68,577
Buildings 26,787 29,431
Structures 9,025 9,694
Machinery and equipment 9,519 9,537
Land 10,994 10,999
Construction in progress 3,805 6,647
Other - property, plant and
equipment 2,156 2,268
Intangible assets 1,097 1,078
Investments and other
assets 185,176 150,225
Investment securities 49,801 37,863
Account As of March
31,2015
(Reference) As of March
31,2014
(Liabilities)
Current Liabilities 75,240 81,601
Notes payable - trade 3,840 3,609
Accounts payable - trade 14,960 12,872
Short-term loans payable 23,000 15,000
Current portion of bonds ― 25,000
Accounts payable - other 8,107 8,115
Accrued income taxes 5,680 ―
Deposit received 12,417 10,232
Reserve for bonuses 2,542 2,414
Reserve for directors’
bonuses 167 153
Notes payable - facilities 1,666 1,457
Other - current liabilities 2,857 2,747
Noncurrent Liabilities 56,005 21,588
Bonds payable 40,000 15,000
Long-term loans payable 10,000 3,000
Deferred tax liabilities 5,504 2,591
Other - noncurrent
liabilities 501 996
Total Liabilities 131,246 103,190
(Net Assets)
Shareholder’s Equity 221,150 208,587
Capital stock 64,152 64,152
Capital surplus 66,653 66,653
Legal capital surplus 64,579 64,579
(Continued)
Account As of March 31,2015
(Reference) As of March
31,2014
Stock of subsidiaries and
affiliates 134,788 98,914
Long-term loans
receivable ― 12,523
Other - investments and
other assets 609 1,004
Less - allowance doubtful accounts
△24 △81
Total Assets 373,129 323,488
(In millions of yen)
Account As of March 31,2015
(Reference) As of March
31,2014
Other capital surplus 2,074 2,074
Retained earnings 127,459 114,891
Legal retained earnings 3,548 3,548
Other retained earnings 123,910 111,342
Reserve for advanced
depreciation of non-
current assets
99 101
General reserve 8,600 8,600
Retained earnings
brought forward 115,210 102,641
Less - treasury stock, at
cost △37,115 △37,110
Valuation and translation
adjustments 20,733 11,357
Valuation difference on
available-for-sale securities 20,773 11,357
Subscription rights to
shares ― 353
Total Net Assets 241,883 220,297
Total Liabilities and Net Assets
373,129 323,488
Note: Amounts less than one million yen are omitted. (Concluded)
STATEMENTS OF INCOME (In millions of yen)
Account Fiscal year ended March 31, 2015
(Reference) Fiscal year ended March 31, 2014
Net Sales 146,559 141,067 Cost of sales 97,896 105,093
Gross profit 48,662 35,974 Selling, general and administrative expenses 31,778 29,363
Operating income 16,884 6,610 Non-operating income 9,582 12,784
Interest and dividends income 3,339 6,847 Foreign exchange gains, net 5,434 5,216 Other - non-operating income 809 721
Non-operating expense 1,551 1,874 Interest expenses 422 426 Rent expenses on facilities 240 225 Depreciation of inactive noncurrent assets 412 654 Other - non-operating expenses 475 568
Ordinary income 24,915 17,520 Extraordinary income 547 806
Gain on sales of noncurrent assets 190 14 Gain on sales of investment securities ― 171 Gain on reversal of subscription rights to shares 353 566 Other – extraordinary income 3 53
Extraordinary loss 1,861 953 Loss on retirement of noncurrent assets 424 552 Impairment loss 800 74 Loss on valuation of shares of subsidiaries and associates
438 ―
Loss on liquidation of subsidiaries and affiliates ― 182 Other - extraordinary loss 197 143
Income before income taxes 23,601 17,373 Income taxes - current 6,923 2,611 Income taxes - deferred △32 1,703
Net income 16,710 13,059
Note: Amounts less than one million yen are omitted.
S T A T E M E N T O F C H A N G E S I N N E T A S S E T S
Fiscal year ended
March 31, 2015 (In millions of yen)
Shareholders’ Equity
Capital
stock
Capital surplus Retained earnings
Legal
Capital
surplus
Other
capital
surplus
Total capital
surplus
Legal
retained
earnings
Other retained earnings
Reserve for
advanced
depreciation
of noncurrent
assets
General
reserve
Retained
earnings
brought
forward
Balance at the
beginning of current
period
64,152 64,579 2,074 66,653 3,548 101 8,600 102,641
Changes of items
during the period
Reversal of reserve
for advanced
depreciation of
noncurrent assets
△1 1
Dividends from
surplus △4,142
Net income 16,710
Purchase of treasury
stock
Disposal of treasury
stock △0 △0
Net changes of items
other than
shareholders' equity
Total changes of items
during the period - - △0 △0 - △1 - 12,568
Balance at the end of
current period 64,152 64,579 2,074 66,653 3,548 99 8,600 115,210
(Continued)
(In millions of yen)
Shareholders’ Equity Valuation and translation
adjustments
Subscription
rights
to shares
Total
Net
Assets
Retained
earnings Treasury
stock,
at cost
Total
shareholders’
equity
Valuation
difference on
available-for-
sale
securities
Total
Valuation
and
translation
adjustments
Total
retained
earnings
Balance at the
beginning of current
period
114,891 △37,110 208,587 11,357 11,357 353 220,297
Changes of items
during the period
Reversal of reserve
for advanced
depreciation of
noncurrent assets
- - -
Dividends from
surplus △4,142 △4,142 △4,142
Net income 16,710 16,710 16,710
Purchase of treasury
stock △4 △4 △4
Disposal of treasury
stock 0 0 0
Net changes of items
other than
shareholders' equity
9,376 9,376 △353 9,023
Total changes of items
during the period 12,567 △4 12,563 9,376 9,376 △353 21,586
Balance at the end of
current period 127,459 △37,115 221,150 20,733 20,733 - 241,883
(Concluded)
Note: Amounts less than one million yen are omitted.