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Kokuyo Camlin Ltd.

BSE: 523207 Sector: Services
NSE: KOKUYOCMLN ISIN Code: INE760A01029
BSE 00:00 | 27 Jan 77.30 -1.35
(-1.72%)
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77.85

HIGH

79.50

LOW

74.65

NSE 00:00 | 27 Jan 77.50 -0.85
(-1.08%)
OPEN

78.00

HIGH

79.65

LOW

75.00

OPEN 77.85
PREVIOUS CLOSE 78.65
VOLUME 20228
52-Week high 95.70
52-Week low 50.50
P/E 44.17
Mkt Cap.(Rs cr) 775
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 77.85
CLOSE 78.65
VOLUME 20228
52-Week high 95.70
52-Week low 50.50
P/E 44.17
Mkt Cap.(Rs cr) 775
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kokuyo Camlin Ltd. (KOKUYOCMLN) - Director Report

Company director report

To

The Shareholders of Kokuyo Camlin Limited

Your Directors have pleasure in presenting the 75th Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2022.

FINANCIAL RESULTS:

(Rs In Lakhs)
Particulars 2021-2022 2020-2021
Gross Sales/Income from Business 54817.87 43774.93
Less : Discount on Sales 3970.64 3462.56
Net Sales/Income from Business 50847.23 40312.37
Other Income 71.21 32.51
Total Income 50918.44 40344.88
Profit Before Interest and Depreciation 1721.98 916.84
Less : Interest 425.49 892.90
Less : Depreciation 1769.34 1840.23
(Loss)/Profit Before Tax (472.85) (1816.29)
Less : Provision for Tax
- Current - -
- Deferred - (351.58)
- Prior Years (Net) - (2.87)
(Loss)/Profit after Tax (472.85) (1461.84)
Balance carried to Balance Sheet
Earnings per share (Basic) (0.47) (1.46)
Earnings per share (Diluted) (0.47) (1.46)

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

During the year the Company reported gross sale/ income of Rs 54817.87 Lakhs ascompared to Rs 43774.93 Lakhs for the last year reflecting a growth of 25.23% over thecorresponding period of the previous year. During the year Company took major steps toreduce operating costs. Cost reduction was achieved through innovative ideasre-negotiations and strong budgetary controls. The Company reported a loss after tax forFY 2021 -22 of Rs 472.85 Lakhs in comparison with a Loss after tax of Rs 1461.84 Lakhs forFY 2020-21.

IMPACT OF COVID-19 PANDEMIC ON THE PERFORMANCE:

The second wave of the pandemic struck in mid-April of FY 2021-22 wherein severaljurisdictions responded by implementing restrictions to curb the virus spread andaccelerating the vaccination drive. The Company engaged in re-evaluating businessprospects investments in capability building social media management consumersatisfaction and distribution management. These endeavours translated into higherefficiencies and better customer understanding for the Company.

DIVIDEND:

In view of loss the Board of Directors regrets its inability to recommend any dividendon equity shares. The Dividend Distribution policy is available on the website of theCompany at www.kokuyocamlin.com

TRANSFER TO RESERVE:

In view of loss during the year under review the Company has not transferred anyamount towards General Reserve.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms an integral part of this report and ispresented separately. It gives details of the overall industry structure economicdevelopments performance and state of affairs of your Company's operations and theiradequacy risk management systems and other material developments during the financialyear 2021-2022.

SHARE CAPITAL:

During the year under review there was no change in the share capital structure andthe paid-up capital of the Company as on 31st March 2022 was Rs 1003.04 Lakhs.

CONSOLIDATED FINANCIALS STATEMENTS:

The Company does not have any subsidiary associate or joint venture and hence theCompany is not required to prepare Consolidated Financial Statements.

SUBSIDIARIES:

At present the Company does not have any subsidiary. No new subsidiary wasincorporated or acquired by the Company during the year under review. Since the Companydoes not have any subsidiary associate or joint venture Form AOC-1 pursuant to theprovisions of Section 129(3) of Companies Act 2013 (the Act) is not applicable to yourCompany.

DEPOSITS:

During the year under review your Company has not accepted any deposits. There are nounclaimed deposits as on date. Pursuant to the Companies (Acceptance of Deposit) Rules2014 as amended the Company has filed with the Registrar of Companies (ROC) the requisitereturns for outstanding receipt of money / loan by the Company which is not considered asdeposits.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There are no material changes affecting the financial position of the Companysubsequent to the close of the FY 2021-22 till the date of this report. There is no changein the nature of the business of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not granted any Loans Guarantees or Investments during the financialyear ended 31st March 2022.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their review/approval on a quarterly basis. All related party transactionsthat were entered into during the financial year were on an arm's length basis and were inthe ordinary course of business. There are no materially significant related partytransactions made by the Company with Promoters Directors and Key Managerial Personnelwhich may have a potential conflict with the interest of the Company at large.Accordingly the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to your Company.

The details of transaction with related parties are provided in the accompanyingfinancial statements. The policy on Related

Party Transactions as approved by the Board is uploaded on the Company's website athttps://www.kokuyocamlin.com/ company-policies.html

CORPORATE GOVERNANCE REPORT:

Corporate Governance is all about ethical conduct integrity and accountability. GoodCorporate Governance involves a commitment of the Company to run the business in a legalethical and transparent manner and runs from the top and permeates throughout theorganisation. It is a key element improving the economic efficiency of Organisation. Asper SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) a separate section on Corporate Governance forms part of this report. ACertificate from M/s. JHR & Associates Secretarial Auditor confirming compliance ofCorporate Governance forms part of this Report. Certificate of the CEO/CFO confirming thecorrectness of the financial statements compliance with the Company's Code of Conduct andthe Audit Committee in terms of Regulation 17 of the Listing Regulations is attached inthe Corporate Governance report and forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by Rotation

In terms of the provisions of the Act Mr. Dilip Dandekar Non-Executive Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. You are requested to appoint him. The profile of Mr.Dilip Dandekar seeking re-appointment forms part of the Notice.

Re-appointment of Independent Director for Second Term

Ms. Nandini Chopra shall complete her first term of five consecutive years asIndependent Non-Executive Director of the Company on 2nd August 2022. Based on therecommendation of the Remuneration & Nomination Committee of the Company and beingeligible for re-appointment as an Independent Director the Board recommends there-appointment of Ms. Nandini Chopra as an Independent Non-Executive Director for secondterm of five consecutive years effective from 3rd August 2022 to 2nd August 2027. Aspecial resolution proposing her re-appointment along with the explanatory statement formspart of the Notice of this 75th Annual General meeting. You are requested to re-appointher.

Appointment / Re-appointment of Directors

During the year under review Mr. Koji Higashiguchi was appointed as an AdditionalNon-Executive Director by the Board of Directors with effect from 1st September 2021. Hewas further appointed as Non-Executive Director of the Company with effect from 1stSeptember 2021 by the Members of the Company by passing an ordinary resolution throughpostal ballot on 23rd December 2021.

Further the Board of Directors at its meeting held on 28th January 2022 approved there-appointment of Mr. Shriram S. Dandekar as 'Vice-Chairman & Executive Director'whose term expired on 31st January 2022 for the further period of one (!) year witheffect from 1st February 2022 subject to approval of members. The said appointment wasalso approved by the members by passing special resolution through Postal Ballot on 24thMarch 2022.

Transition of Mr. Dilip Dandekar ‘Chairman & Executive Director' to the roleof Chairman & Non-Executive Director of the Company

During the year under review the Board of Directors re-designated Mr. Dilip Dandekaras Non-Executive Director in view of his cessation as Director in Whole-time employmentdesignated as Executive Director of the Company with effect from 1st September 2021while he continued to act as the Chairman of the Company. The Board of Directors placedon record its appreciation for the valuable services rendered by Mr. Dilip Dandekar duringhis tenure of office as Executive Director.

None of the Directors are disqualified from being appointed as Directors as specifiedin section 164 of the Act.

Cessation

During the year Mr. Takuya Morikawa resigned as Non-Executive Director with effectfrom 1st September 2021. The Board placed on record its sincere appreciation for thevaluable services rendered by Mr. Takuya Morikawa during his tenure with the Company asNon-Executive Director.

Key Managerial Personnel

During the year under review Mr. Satish Veerappa whose term as 'Manager' designated asChief Executive Officer expired on 31st October 2021 was re-appointed for the furtherperiod effective from 1st November 2021 to 31st December 2024 by the Board of Directorsat its meeting held on 28th October 2021 and by the members by passing special resolutionthrough Postal Ballot on 23rd December 2021.

Further the Board of Directors approved the re-designation of Mr. Ravindra Damle fromVice President (Corporate) & Company Secretary to Vice President (Corporate) witheffect from close of business hours on 28th February 2022 and approved the appointment ofMs. Hinal Chheda as the Company Secretary & Compliance Officer of the Company witheffect from 1st March 2022.

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder.

1. Mr. Satish Veerappa - Manager designated as Chief Executive Officer

2. Mr. Chetan Badal - Chief Financial Officer

3. Ms. Hinal Chheda - Company Secretary & Compliance Officer

The Disclosure required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as"Annexure - B" forming an integral part of this report.

MEETINGS OF BOARD:

During the financial year 2021-22 eight Board Meetings were held the details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Act.

COMMITTEES OF THE BOARD:

As on March 31 2022 the Board had five committees: the Audit committee the CorporateSocial Responsibility committee the Remuneration and Nomination committee theStakeholders Relationship committee and Risk Management Committee. During the year allrecommendations made by the committees were approved by the Board. A detailed note on thecomposition of the Board and its committees is provided in the Corporate GovernanceReport.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Listing Regulations the Company has put inplace a familiarisation program for the Independent Directors to familiarise them withtheir role rights and responsibilities as Directors the working of the Company natureof the industry in which the Company operates business model etc. The details of thefamiliarization program are explained in the Corporate Governance Report.

The same is also available on the website of the company and can be accessed by weblink https://www.kokuyocamlin.com/ company-policies.html.

PERFORMANCE EVALUATION:

Pursuant to applicable provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance its Committees and individualDirectors. Further the Independent Directors had met separately without the presence ofNon-Independent Directors and the members of management and discussed the performanceevaluation of the Board Members as stipulated under the Listing Regulations.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of the Actread with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) ofListing Regulations (including any statutory modification(s) or reenactment(s) for thetime being in force). In the opinion of the Board all the Independent Directors possessthe integrity expertise and experience including the proficiency required to beIndependent Directors of the Company.

The Independent Directors of the Company have registered themselves with the data bankmaintained by Indian Institute of Corporate Affairs (IICA).

REMUNERATION POLICY:

The Board has on the recommendation of the Remuneration and Nomination Committeeframed a policy for selection appointment and remuneration of Directors and KMPs. TheRemuneration Policy is stated in the Corporate Governance Report and is also available onthe website of the Company at https://www.kokuyocamlin.com/company-policies.html.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (c) of the Act your Directors to thebest of their knowledge and belief and according to the information and explanationsobtained by them hereby confirm:

a) That in the preparation of the annual accounts for the financial year ended 31stMarch 2022 the applicable accounting standards had been followed along with properexplanation relating to material departures;

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 at the end of thefinancial year ended 31st March 2022 and of the Loss of the Company for the year ended onthat date.

c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; 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.

AUDITORS & AUDITORS REPORT: STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(2) of the Act read with Companies (Audit andAuditors) Rules 2014 the first term of M/s. B S R & Co. LLP Chartered Accountants(Firm Registration No.101248W/W100022) who were appointed as the Statutory Auditors of theCompany for a term of five consecutive years to hold office from the conclusion of 70thAnnual General Meeting held on 28th June 2017 expires at the conclusion of 75th AnnualGeneral Meeting of the Company. The Board of Directors at their meeting held on 6th May2022 on the recommendation of the Audit Committee have made its recommendation forre-appointment of M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022) as the Statutory Auditors of the Company for the second term of fiveconsecutive years from the conclusion of the 75th Annual General Meeting until theconclusion of the 80th Annual General Meeting. Accordingly an ordinary resolutionproposing the re-appointment of M/s. B S R & Co. LLP as the Statutory Auditors of theCompany for a Second term of five consecutive years forms part of the Notice of 75th AGMof the Company. The Company has received their consent and a certificate that they satisfythe criteria provided under Section 141 of the Act and that the appointment if madeshall be in accordance with the applicable provisions of the Act and rules framedthereunder.

AUDITORS REPORT:

The observation of the Auditors in their report read with relevant notes to theaccounts are self-explanatory and therefore do not require further explanations. TheAuditors Report to the members on the Financial Statements of the Company for the yearended 31st March 2022 does not contain any qualifications reservations or adverseremarks. There have been no instances of fraud reported by the Statutory Auditors underSection 143 (12) of the Act and the Rules framed thereunder either to the Company or tothe Central Government.

SECRETARIAL AUDIT:

M/s. JHR & Associates a firm of Company Secretaries were appointed as SecretarialAuditor for the financial year 2021-22 pursuant to Section 204 of the Act. The SecretarialAudit Report submitted by them in the prescribed form MR-3 is attached as "Annexure -D" and forms part of this report.

There are no qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Secretarial Audit/Compliance Report issued by them for thefinancial year 2021-22.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI) Reconciliation ofShare Capital Audit has been carried out at the specified period by a Practicing CompanySecretary.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Act re-emphasizes the need for an effective Internal Financial Control System (IFC)in the Company which should be adequate and shall operate effectively. To ensure effectiveInternal Financial Controls the Company has its own process driven framework for the yearended 31st March 2022.

The Board is of the opinion that the Company has sound IFC commensurate with the natureand size of its business operations wherein controls are in place and operatingeffectively and no material weaknesses exist. The Company has a process in place tocontinuously monitor the existing controls and identify gaps if any and implement newand / or improved controls wherever the effect of such gaps would have a material effecton the Company's operation.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Company was not required to transfer any amount to the Investor Education andProtection Fund established by the Central Government (IEPF) during the financial year2021-22.

TRANSFER OF SHARES TO IEPF:

The Company has not transferred any shares to IEPF during the financial year 2021-22.Details of shares transferred prior to the financial year 2021-22 have been uploaded onthe website of IEPF as well as the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and Rules framed there under the Company has implemented a policy on preventionprohibition and redressal of sexual harassment at the workplace. All women permanenttemporary or contractual including those of service providers are covered under thepolicy. An Internal Committee comprising management staff has been set up at office andfactory locations which includes three women to redress complaints relating to sexualharassment. The Committee also includes an outside woman representative from an NGO. Onecase reported during the financial year 2021-22 was resolved and no complaint was pendingat the end of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders passed by any regulator tribunal or courtthat would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Act read with Companies (Corporate SocialResponsibility) Rules 2014 as amended and in accordance with the CSR Policy the Companyhas spent 2% of the average net profits of the Company during the three immediatelypreceding financial years. The details are provided in the Annual Report on CSR activitieshas been appended as "Annexure - C". The CSR policy of the Company is alsoavailable on the website of the Companyhttps://www.kokuyocamlin.com/company-policies.html. Key initiatives which the Companyengaged are:

Installation of Oxygen plant at TIMA Hospital Tarapur

Company is committed to do as much as possible to strengthen the fight against Covid-19pandemic. To mitigate the oxygen crisis faced by hospitals at Tarapur Boisar our Tarapurplant team worked hard for conversion of Nitrogen generation plant into Oxygen generationplant. The Company handed over this plant to TIMA hospital. The capacity generation ofthis plant is sufficient for about 20 patients at a time for continuous Oxygen supply.

PM CARES Fund

Your Company also contributed to the PM CARES Fund set up by the Central Government fordealing with any kind of emergency or distress situation like posed by the COVID-19pandemic through donation to the above said fund.

In addition to the above the Company has been implementing other social activitieswhich has not been considered for arriving at the spends as per the CSR rules.

CODE OF ETHICS AND VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted code of ethics and business conduct which lays down principlesand standards that should govern the actions of the Company and employees. The Company hasa vigil mechanism called "Whistle Blower Policy" with a view to provide amechanism for employees of the Company to raise concerns of any violations of any legal orregulatory requirement incorrect or misrepresentation of any financial statements andreports etc. The Company is committed to adhere to the highest standard of ethical moraland legal conduct of business operations.

The Company has taken steps to establish Vigil Mechanism for Directors and Employees ofthe Company. The details of the Policy are posted on the website of the Company athttps://www.kokuyocamlin.com/company-policies.html.

PREVENTION OF INSIDER TRADING:

The Company has also adopted a code of conduct for prevention of insider trading. Allthe Directors Senior Management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code. Duringthe year under report there has been due compliance with the said code of conduct forprevention of insider trading based on the SEBI (Prohibition of Insider Trading)Regulations 2015.

INSURANCE:

The Company's plant property equipments and stocks are adequately insured againstmajor risks. The Company also has appropriate liability insurance covers particularly forproduct liability. The Company has also taken Directors' and Officers' Liability Policy toprovide coverage against the liabilities arising on them.

RISK MANAGEMENT

We operate in a dynamic business scenario that gives rise to external and internal riskfactors. We have designed an integrated risk management approach called the ERM frameworkfor risk identification assessment and reporting. As required by the ERM Policy theCompany initiates risk identification and control testing exercise to provide briefing andreporting to the Board. The ERM policy is implemented by various department heads who takethe risk ownership and monitor the risks on a periodical basis. The ERM Framework willenable achievement of strategic objectives by identifying analysing assessingmitigating monitoring and governing any risk or potential threat to these companyobjectives. Systematic and proactive identification of risks and mitigation thereof willenable effective and quick decision making and will boost the performance of theorganisation. The ERM framework will act as a decision enabler which not only seeks tominimise the impact of risks but also enable effective resource allocation based on riskranking and risk appetite. Strategic decisions will be taken after careful considerationof risks based on secondary risks and residual risks.

There are no risks which in the opinion of the Board threatens the existence of theCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis Report which forms part of this Annual Report.

DISCLOSURE ON CONFIRMATION ON THE SECRETARIAL STANDARDS:

Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been duly complied with.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed herewith as "Annexure - A".

ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 a copy of the annual return isplaced on the website of the Company and can be accessed at www.kokuyocamlin.com.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Act read with Rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company will be provided upon request. In terms ofSection 136 of the Act the Report and Accounts are being sent to the Members and othersentitled thereto excluding the information on employees' particulars which is availablefor inspection by the Members at the registered office of the Company during the businesshours on working days of the Company upto date of the ensuing Annual General Meeting. Ifany Member is interested in obtaining a copy thereof such Member may write to CompanySecretary in this regard.

BUSINESS RESPONSIBILITY REPORT (BRR)

As required under the Listing Regulations seperate section on the BusinessResponsibility Report forms part of this report.

ACKNOWLEDGEMENT:

Your Directors express their gratitude to the members bankers customers financialinstitutions and other business constituents for their continued faith assistance andsupport extended to the Company. Your Directors also sincerely appreciate the high degreeof professionalism commitment and dedication displayed by employees at all levels therebycontributing largely to the growth and success of the Company. The Directors deeply regretthe loss of life caused due to the COVID-19 pandemic and are grateful to every person whorisked their life and safety to fight this pandemic.

Your Directors also wish to place on record their appreciation for the support andguidance provided by its parent Company Kokuyo Co. Ltd. Japan.

For & on behalf of the Board
Place : Mumbai Dilip D. Dandekar
Dated : 6th May 2022 Chairman & Non-Executive Director

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