The Shareholders of Kokuyo Camlin Limited
Your Directors have pleasure in presenting the 74th Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2021.
(Rs in Lakhs)
|Particulars ||2020-2021 ||2019-2020 |
|Gross Sales/Income from ||43774.93 ||70881.82 |
|Business || || |
|Less : Discount on Sales ||3462.56 ||7478.33 |
|Net Sales/Income from ||40312.37 ||63403.49 |
|Business || || |
|Other Income ||32.51 ||81.23 |
|Total Income ||40344.88 ||63484.72 |
|Profit Before Interest and ||916.84 ||3778.14 |
|Depreciation || || |
|Less : Interest ||892.90 ||971.93 |
|Less : Depreciation ||1840.23 ||1927.76 |
|(Loss)/Profit Before Tax ||(1816.29) ||878.45 |
|Less : Provision for Tax || || |
|- Current ||- ||84.25 |
|- Deferred ||(351.58) ||251.93 |
|- Prior Year (Net) ||(2.87) ||106.65 |
|(Loss)/Profit after Tax ||(1461.84) ||435.62 |
|Balance carried to Balance ||- ||435.62 |
|Sheet || || |
|Earnings per share (Basic) ||(1.46) ||0.43 |
|Earnings per share (Diluted) ||(1.46) ||0.43 |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
During the year the Company reported gross sale/ income of RS 43774.93 Lakhs ascompared to RS 70881.82 Lakhs for the last year reflecting a degrowth of 38.24%over the corresponding period of the previous year. There was a severe impact on theeconomy in first half of FY 2020-21 due to Covid 19 pandemic which causeddisruption in business and overall operations on account of lockdown imposed by thegovernment. During the year Company took major steps to reduce operating costs. Costreduction was achieved through innovative ideas renegotiations and strong budgetarycontrol.
The Company reported a Loss after tax for FY 2020-21 of RS 1461.84 Lakhs incomparison with a Profit after tax of RS 435.62 Lakhs for FY 2019-20.
In view of loss the Board of Directors regrets its inability to recommend any dividendon equity shares. The Divided Distribution policy is being up loaded 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 2020-2021.
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 2021 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.
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 is not applicable to your Company.
During the year under review your Company has not accepted any deposits. There are nounclaimed deposits as on date.
Pursuant to Ministry of Corporate Affairs (MCA) notification amending the Companies(Acceptance of Deposit) Rules 2014 the Company has filed with the Registrar of Companies(ROC) the requisite returns for outstanding receipt of money / loan by the Company whichis not considered as deposits.
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 2020-21 till the date of this report except due to theoutbreak of second wave of COVID-19 which has affected the business operations of theCompany during the months of April and May 2021. The Management is closely analyzing andmonitoring the situation. There is no change in the nature of the business of the Company.
IMPACT OF COVID-19 PANDEMIC ON THE PERFORMANCE:
The year 2020 was an unusually challenging year for us. We were all affected by theCovid-19 pandemic in different ways as the lockdowns hit across the world. In thesedifficult times of the pandemic resilience for an organisation is paramount. During theyear the Company focused on improving cash from operations and cutting costs whileachieving its goals. The health of the employees and workers became a priority; stoppageof operations for an uncertain period resulted in a large financial burden on the one handand workforce idling on the other. The Company initiated various measures for the entirebusiness eco-system helping the vendors and employees wade through this crisis. We madetimely payments to all our business partners including vendors. Salaries were paid to allemployees for the entire period.
The office based employees were working from home with the help of adequate digital andother assistance and those working from plants and other locations ensured undertakingutmost care and precaution at all times. Company's HR department is continuously in touchwith the employees to guide them and solve their problems and have continuously createdthe awareness of Covid-19 among the employees of the Company through E-mails and has alsoeducated the employees in respect of peronal hygiene and precautions which needs to betaken in this situation of pandemic. India is currently experiencing a massive second waveof Covid-19 infections. However we expect no major changes in the economic activity asthe nation is preparing to face the Pandemic with vaccines and preparedness.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not granted any Loans Guarantees or
Investments during the financial year ended 31st March 2021.
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 transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors andKey Managerial Peronnel which may have a potential conflict with the interest of theCompany at large.
Accordingly the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act 2013 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. As per 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 the correctness of the financial statementscompliance with the Company's Code of Conduct and the Audit Committee in terms ofRegulation 17 of the Listing Regulations is attached in the Corporate Governance reportand forms part of this report.
DIRECTORS AND KEY MANAGERIAL PERONNEL:
In terms of the provisions of the Companies Act 2013 Mr. Nobuchika Doi 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 Director seeking re-appointment forms integral part of the Notice.
During the year under review Mr. Nobuchika Doi was reappointed as a Director inWhole-time employment of the Company designated as Executive Director with effect from 1stNovember 2020 subject to the approval of Central Government. Further the Board ofDirectors re-designated Mr. Nobuchika Doi as Non-Executive Director in view of hiscessation as Director in whole-time employment designated as Executive Director of theCompany with effect from 1st February 2021. The Board of Directors placed on record itsappreciation for the contribution made by Mr. Nobuchika Doi during his tenure of office as
Further the Board of Directors at its meeting held on 29th January 2021 approved there-appointment of Mr. Shriram S. Dandekar as Vice-Chairman & ExecutiveDirector' whose term expired on 31st January 2021 for the further period of one (1) yearwith effect from 1st February 2021. The said appointment was also approved by the membersby passing special resolution through Postal Ballot on 25th March 2021.
None of the Directors are from being appointed as Directors as specified in section 164of Companies Act 2013.
The following perons have been designated as Key Managerial Peronnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereundeRs 1. Mr. Satish Veerappa - Manager designated as
Chief Executive OfficeRs 2. Mr. Chetan Badal - Chief Financial Officer
3. Mr. Ravindra Damle - Vice President (Corporate) & Company Secretary
The Disclosure required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Peronnel) Rules 2014is annexed as "Annexure B" forming an integral part of this report.
MEETINGS OF BOARD:
During the financial year 2020-21 five 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 Companies Act 2013.
COMMITTEES OF THE BOARD:
As on March 31 2021 the Board had four committees: the Audit committee the CorporateSocial Responsibility committee the Remuneration and Nomination committee and theStakeholders Relationship committee. During the year all recommendations made by thecommittees were approved by the Board. A detailed note on the composition of the Board andits committees is provided in the Corporate Governance Report.
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 thefamiliarisation program are explained in the Corporate Governance Report. The same is alsoavailable on the website of the company and can be accessed by web linkhttps://www.kokuyocamlin. com/company-policies.html.
PERFORMANCE EVALUATION OF THE DIRECTORS:
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board has carried out an annual evaluation of its own performance itsCommittees and individual Directors.
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 confirming that they meet the criteria of independence asprescribed under the provisions of the Companies Act 2013 read with the Schedules andRules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (includingany statutory modification(s) or re-enactment(s) for the time being in force). In theopinion of the Board all the Independent Directors possess the integrity expertise andexperience including the proficiency required to be Independent Directors of the Company.
The Independent Directors of the Company have registered themselves with the data bankmaintained by Indian Institute of Corporate Affairs (IICA).
The Board has on the recommendation of the Remuneration and Nomination Committee disqualifiedframed 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 Companies Act 2013 yourDirectors to the best of their knowledge and belief and according to the information andexplanations obtained by them hereby confirm: a. That in the preparation of the annualaccounts for the financial year ended 31st March 2021 the applicable accountingstandards had been followed along with proper explanation relating to material departures;b. That the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2021 and of the Loss of the Company for the year ended on that date. c. Thatthe Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and e. Thatthe Directors had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively. f. Thatthe Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDITORS REPORT: STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 M/s. B S R & Co. LLP CharteredAccountants (Firm Registration No.101248W/ W100022) were appointed as the StatutoryAuditors of the Company for a term of five year to hold office from the conclusion of70th Annual General Meeting held on 28th June 2017 till the conclusion of 75th AnnualGeneral Meeting of the Company. They have confirmed that they are not from continuing asthe Auditors of the Company.
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 2021 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 Companies Act 2013 and the Rules framed thereunder either to theCompany or to the Central Government.
M/s. JHR & Associates a firm of Company Secretaries were appointed as SecretarialAuditor for the financial year 2020- 21 pursuant to Section 204 of the Companies Act2013. The Secretarial Audit Report submitted by them in the prescribed form MR-3 isattached 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 2020-21.
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 Companies Act 2013 re-emphasizes the need for an effective Internal FinancialControl System (IFC) in the Company which should be adequate and shall operateeffectively. To ensure effective Internal Financial Controls the Company has its ownprocess driven framework for the year ended 31st March 2021. The Board is of the opinionthat the Company has sound IFC commensurate with the nature and size of its businessoperations; wherein controls are in place and operating effectively and no materialweaknesses exist. The Company has a process in place to continuously monitor the existingcontrols and identify gaps if any and implement new and /or improved controls whereverthe effect of such gaps would have a material effect on 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 year2020-21.
TRANSFER OF SHARES TO IEPF:
The Company has not transferred any shares to IEPF during the financial year 2020-21.Details of shares transferred prior to the financial year 2020- 21 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 Sexual Harassment Committee comprising management staff has been setup at office and factory locations which includes three women to redress complaintsrelating to sexual harassment. The Committee also includes an outside woman representativefrom an NGO. One case reported during the previous financial year was resolved and no newcomplaint was received during the financial year 2020-21.
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 Companies Act 2013 read with Companies (CorporateSocial Responsibility) Rules 2014 as amended and in accordance with the CSR Policy theCompany has spent above 2% of the average net profits of the Company during the threeimmediately preceding financial year. The details are provided in the Annual Report on CSRactivities has been appended as "Annexure C" which forms an integral partof this report. The CSR Policy of the Company is also available on the website of theCompany https://www.kokuyocamlin. com/pdf/CSR-Policy.pdf. Key Initiatives which theCompany engaged are:-
Educate the Girl Child
Your Company got associated with K.C. Mahindra Education Trust A/c - Nanhi Kali one ofthe largest community programs imparting education to under privileged girls across India.This partnership provided support to girl children through academic material and socialbacking by identifying critical centers of education through Nanhi kali project.
PM Cares Fund
Your Company also contributed to the PM Cares Fund setup 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.
Setting up a Mini Science Center
Your Company has contributed for setting up a Mini Science Center at five schools nearour factories located at Tarapur Samba and Patalganga.
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.
Company is committed to doing as much as possible to strengthen the fight againstCovid-19 pandemic. To mitigate the oxygen crisis faced by hospitals at Tarapur Boisar ourTarapur plant team worked hard for conversion of Nitrogen generation plant into Oxygengeneration plant. The Company handed over this plant to TIMA hospital. The capacitygeneration of this plant is sufficient for about 20 patients at a time for continuousOxygen supply.
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 at www.kokuyocamlin.com
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.
The Company's plant property equipment's and stocks are adequately insured againstmajor risks. The Company also has appropriate liability insurance cOver particularly forproduct liability. The Company has also taken Directors' and Officers' Liability Policy toprovide coverage against the liabilities arising on them.
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 the company initiates risk identification and controltesting exercise to provide briefing and reporting to the Board. The ERM policy isimplemented by various department heads who take the risk ownership and monitor the riskson a periodical basis.
The ERM Framework will enable achievement of strategic objectives by identifyinganalysing assessing mitigating monitoring and governing any risk or potential threat tothese company objectives. Systematic and proactive identification of risks and mitigationthereof will enable effective and quick decision making and will boost the performance ofthe organisation. 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 Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "Annexure A".
EXTRACT OF ANNUAL RETURN:
In line with the requirement of the Companies (Amendment) Act 2017 effective from31st July 2018 the extract of annual return is no longer required to be part of theBoard Report. However in compliance to the provisions of Section 92 and Section 134 ofthe Act read with Rule 12 of the Companies (Management and Administration) Rules 2014the extract of the Annual Return of the Company for the financial year ended 31st March2021 and other policies of the Company is placed on the Company's website atwww.kokuyocamlin.com. under the Investor Relations Section.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 of Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Peronnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the Members through electronic mode on the website of theCompany at https://www.kokuyocamlin.com/notices.html.
BUSINESS RESPONSIBILITY REPORT (BRR)
The Listing Regulations mandate the inclusion of the BRR as part of the Annual Reportfor the top 1000 listed entities based on market capitalization. In compliance with theListing Regulations we have integrated BRR disclosures into our Annual Report.
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 regret the loss of life caused due to the outbreak of COVID-19 andare grateful to every peron who risked 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 : 18th June 2021 ||Chairman & Executive Director |