You are here » Home » Companies » Company Overview » Kokuyo Camlin Ltd

Kokuyo Camlin Ltd.

BSE: 523207 Sector: Services
NSE: KOKUYOCMLN ISIN Code: INE760A01029
BSE 00:00 | 28 Jul 70.75 -1.65
(-2.28%)
OPEN

71.25

HIGH

72.65

LOW

70.10

NSE 00:00 | 28 Jul 70.95 -1.40
(-1.94%)
OPEN

72.40

HIGH

72.60

LOW

70.00

OPEN 71.25
PREVIOUS CLOSE 72.40
VOLUME 46449
52-Week high 79.85
52-Week low 50.85
P/E
Mkt Cap.(Rs cr) 710
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 71.25
CLOSE 72.40
VOLUME 46449
52-Week high 79.85
52-Week low 50.85
P/E
Mkt Cap.(Rs cr) 710
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 73rd Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2020.

FINANCIAL RESULTS:

(R In Lakhs)
Particulars 2019-2020 2018-2019
Gross Sales/Income from 70881.82 77949.87
Business
Less : Discount on Sales 7478.33 9072.67
Net Sales/Income from 63403.49 68877.20
Business
Other Income 81.23 76.70
Total Income 63484.72 68953.90
Profit Before Interest and 3778.14 5211.09
Depreciation
Less : Interest 971.93 1149.76
Less : Depreciation 1927.76 1787.19
Profit Before Tax 878.45 2274.14
Less : Provision for Tax
- Current 84.25 476.04
- Deferred 251.93 275.62
- Prior years (Net) 106.65 2.15
Net Profit after Tax 435.62 1520.33
Balance carried to Balance 435.62 1520.33
Sheet
Earnings per share (Basic) 0.43 1.52
Earnings per share (Diluted) 0.43 1.52

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

During the year the Company reported gross sale/ income of R 70881.82 Lakhs ascompared to R 77949.87 Lakhs for the last year representing a Decline of 9.07 %over the corresponding period of the previous year. The decrease in sales was mainly onaccount of loss of sales in the month of March 2020 which is the crucial month for thecompany on account of COVID-19 pandemic and lockdown announced by the government from Mid-March. The profit before tax was lower at R 878.45 Lakhs against R 2274.14Lakhs for the corresponding period of the previous year. The decrease in Profit before taxwas mainly on account of Lower sales growth reduction in Whole sale price and Unevenproduct mix.

DIVIDEND:

Given the growth requirements of the business and absence of sufficient profits yourDirectors do not recommend any dividend on equity share for the financial year 2019-2020.

TRANSFER TO RESERVE:

During the year under review the Company has not transferred any amount towardsGeneral Reserve and retained the entire amount of profits in the Profit and Loss Account.

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 2019-2020.

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 2020 was R 1003.04 Lakhs.

CONSOLIDATED FINANCIALS STATEMENTS:

The Company does not have any subsidiary associate or joint venture with effect from30th March 2019 and hence the Company is not required to prepare Consolidated FinancialStatements.

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 hence statement containingsalient features of the financial statements of Subsidiary/Associate Company in Form AOC-1pursuant to the provisions of Section 129(3) of Companies Act 2013 is not applicable toyour Company.

DEPOSITS:

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 hasfiled with the Registrar of Companies (ROC) the requisite returns for outstanding receiptof money / loan by the Company which is not considered as deposits.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY: GLOBAL PANDEMIC – COVID-19:

The outbreak of the novel coronavirus (COVID-19) pandemic has caused significantdisturbance and slowdown of economic activity not only in India but all over the globeforcing the Governments to enforce nation-wide lock-down. The focus of your Companyimmediately shifted to ensuring the health and well-being of all the employees andstakeholders.

In view of the lockdown declared by the Central and State Governments on 23rd March2020 the manufacturing and distribution facilities of the Company had to be temporarilyshut down as per the local authority guidelines. Our Registered Office in Mumbai and mostof our sales offices were closed in accordance with the Government directives and/or as aprecautionary measure and the Company had moved to ‘work from home' policy for itsoffice employees. However after the end of the second phase of the lockdown when thelockdown restrictions were slightly relaxed by the Ministry of Home Affairs Government ofIndia and various State Government Authorities the Company saw partial resumption at allits factory locations from early May 2020 in accordance with the guidelines issued by theregulatory authorities. The Company has taken all necessary steps to adhere to theguidelines provided by Ministry of Home Affairs along with the various directives issuedby relevant Government authorities and has put in place safety measures keeping in mindsafety health and well - being of the employees and other stakeholders. Measures likecompulsory wearing of face masks social distancing norms and workplace sanitation areimplemented to ensure that the health of our workers/ employees and other stakeholders isprotected.

The lockdown and restrictions imposed on various activities due to Covid-19 pandemichave also posed unprecedented challenges to all businesses and the business operations ofthe Company have been no exception to this. With the lockdown in many States/UnionTerritories across the country the supply chains have been put under stress which hasresulted in loss of business and temporary pressure on cash flows/ liquidity/profitability/ margins due to lower collection of receivables operating expenses paymentobligations towards vendors and statutory authorities etc. However since the marketshave already opened across the segments and a clear upward trend is visible the managementof the Company is quite confident that the business operations will pick up progressively.Apart from the above there have been no Material changes and Commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statement relate (i.e. 31st March

2020) and the date of the report. There has been no change in the nature of business ofthe Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not granted any Loans Guarantees or Investments during the financialyear ended 31st March 2020.

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 Personnel which may have a potential conflict with the interest of theCompany at large. Accordingly the disclosure of Related Party Transactions as requiredunder Section 134 (3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable toyour Company.

The details of transaction with related parties are provided in the accompanyingfinancial statements. The policy on Related Party Transactions as amended and as approvedby the Board is uploaded on the Company's website at https://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 Listing Regulations a separate section on Corporate Governance forms part of thisreport. A Certificate from M/s. JHR & Associates Secretarial Auditors confirmingcompliance of Corporate Governance forms part of this Report. Certificate of the CEO/CFOconfirming the correctness of the financial statements compliance with the Company's Codeof Conduct and the Audit Committee in terms of Regulation 17 of the Listing Regulations isattached in the Corporate Governance report and forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of the provisions of the Companies Act 2013 Mr. Takuya Morikawa Director ofthe Company retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment you are requested to appoint him. The profile ofDirector seeking re-appointment forms integral part of the Notice. During the year underreview Mr. Devendra Kumar Arora Mr. Hisamaro Garugu and Mr. Ramanathan SriramNon-Executive Independent Directors of the Company resigned before the expiry of theirtenure i.e with effect from 11th October 2019 16th October 2019 and 23rd January 2020respectively. Accordingly disclosures of detailed reasons for their resignation along withtheir confirmation that there are no material reasons other than those provided by themwas submitted to the Stock Exchanges. The Board of Directors placed on record itsappreciation for the contribution made by them during their tenure of office.

Further due to other pre-occupation Mr. Kazuo Kubo Non-Executive Director of theCompany resigned with effect from 16th October 2019 and Mr. Takeo Iguchi ExecutiveDirector of the Company resigned with effect from 1st November 2019 due to othercommitments. The Board of Directors placed on record its appreciation for the contributionmade by Mr. Kazuo Kubo and Mr. Takeo Iguchi during their tenure of office.

The Board of Directors at its meeting held on 16th October 2019 appointed Mr. YasuyukiKanebako as an Additional Non-Executive Director (Independent) of the Company with effectfrom 16th October 2019 subject to approval of members. He was further appointed asNon-Executive Independent Director of the Company with effect from 16th October 2019 fora period of five years by the members of the Company by passing Ordinary resolutionthrough postal ballot on 15th December 2019.

Further the Board of Directors at its meeting held on 23rd January 2020 approved there-appointment of Mr. Dilip D. Dandekar as 'Chairman & Executive Director' and Mr.Shriram S. Dandekar as ‘Vice-Chairman & Executive Director' whose term expiredon 31st January 2020 for the further period of two (2) years and one (1) yearrespectively with effect from 1st February 2020. The said appointments were approved bythe members by passing special resolutions through Postal Ballot on 27th March 2020. Noneof the Directors are disqualified from being appointed as Directors as specified insection 164 of Companies Act 2013.

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. Mr. Ravindra Damle – Vice President (Corporate) & Company Secretary TheDisclosure required under Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as "Annexure – C" forming an integral part of this report.

MEETINGS OF BOARD:

During the financial year 2019-20 four 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 2020 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 programme are explained in the Corporate Governance Report. The same isalso available on the website of the company and can be accessed by web link https://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 confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1) (b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force). In the opinion of the Board all theIndependent Directors possess the integrity expertise and experience including theproficiency required to be Independent Directors of the Company.

The Independent Directors of the Company have registered / in the process ofregistering themselves with the data bank maintained by Indian Institute of CorporateAffairs (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 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 annual accounts for the financial year ended 31stMarch 2020 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 2020 and of the Profit of the Company for the year endedon that 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; and

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.

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 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 years to hold office from the conclusion of70th Annual General Meeting held on 28th June 2017 till the conclusion of 75thAnnual General Meeting of the Company. They have confirmed that they are not disqualifiedfrom continuing as the Auditors of the Company.

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 2020 does not contain any qualifications reservations or adverseremarks.

There have been no instances of fraud reported by the Statutory Auditors under Section143 (12) of the Companies Act 2013 and the Rules framed thereunder either to the Companyor to the Central Government.

SECRETARIAL AUDIT:

M/s. JHR & Associates a firm of Company Secretaries were appointed as SecretarialAuditor for the financial year 2019-20 pursuant to Section 204 of the Companies Act 2013.The Secretarial Audit Report submitted by them in the prescribed form MR-3 is attached as"Annexure – E" and forms part of this report. There are no qualificationsor observations or adverse remarks or disclaimer of the Secretarial Auditors in theSecretarial Audit/Compliance Report issued by them for the financial year 2019-20.

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-emphasises 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 2020. 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 year2019-20.

TRANSFER OF SHARES TO IEPF

The Company has not transferred any shares to IEPF during the financial year 2019-20.Details of shares transferred prior to the financial year 2019-20 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. During the year under review one case was reported under the said policywhose proceeding is going on.

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 years. The details are provided in the Annual Report onCSR activities has been appended as "Annexure – D" which forms an integralpart of 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 the Companyengaged are:-

Educate the Girl Child

Your Company got associated with K.C. Mahindra Foundation 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.

Swachh Bharat Kosh

Your Company also contributed to the Swach Bharat Kosh set-up by the Central Governmentfor promotion of sanitation 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.

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 atwww.kokuyocamlin. com. During the year under review the policy was suitably amended toinclude reporting of instances relating to leak of Unpublished Price SensitiveInformation.

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 equipment's 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 through the Risk ManagementCommittee and 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 theopinion of the Board threatens the existence of the Company. However some of the riskswhich may pose challenges are set out in the Management Discussion and Analysis Reportwhich 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:

The details forming part of the extract of the Annual Return in form MGT- 9 is placedon the website of the Company at www. kokuyocamlin.com under the Investor RelationsSection and is set out as "Annexure - B" to the report.

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 Personnel) 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.

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.

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

Place : Mumbai Dated: 8th July 2020

For & on behalf of the Board

Dilip D. Dandekar Chairman & Executive Director

Annexure ‘A' to the Board's Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) of the Companies(Accounts) Rules 2014]

A) CONSERVATION OF ENERGY

(a) Energy conservation measures taken:

Usage of Servo motors in Machines.

Installed and commissioned 564 KWP Solar Power

Plant at Patalganaga plant.

Installation of energy savers on air conditioners.

Use of Solar Energy for process water heating.

Install Turbo ventilator on Roofs operated on wind to reduce heat and also improve shopfloor ventilation.

In all factories we are not discharging treated effluents from ETP but it is recycledand reused resulting in saving of 20% of water.

Use of gravity in some process has reduced electricity for transfer of material.

Use of LED lights across all factory locations.

Usage of natural lights in manufacturing area to reduce power consumption.

Disel consumption of power generator is reduced due to starting of express feeder powerline at Patalganga plant.

Use of store rain water for gardening is reducing waster consumption at Patalganga. Wehave 65000 LTR rain water storage pond.

(b) Additional Investments and proposals if any being implemented for reduction ofconsumption of energy:

Use of electric injection moulding machines in place of hydraulic machines which hasreduced substantial energy consumption.

(c) Impact of the above matters:

As a result of measures taken/to be taken enumerated in (a) and (b) above there is areduction in unit consumption which has helped in reducing the cost of production.

B) TECHNOLOGY ABSORPTION:

RESEARCH AND DEVELOPMENT (R & D):

1. Specific areas in which R & D Carried out by the Company New product development process development.
2. Benefits derived as a Result of the above R & D Cost reduction quality up gradation development of new markets.
3. Future plan of action Future plan of action envisages acceleration in the process of development already set in motion and undertaking more process development work for achieving cost reduction and improvement in quality.
(R In Lakhs)
4. Expenditure on R&D 2019-2020 2018-2019
a) Capital - -
b) Recurring 435.14 436.93
Total 435.14 436.93
Total R&D Expenditure as a Percentage of total turnover 0.69 0.63

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

1. Efforts made towards Technology Absorption Adaptation and Innovation The Company's R&D Laboratory is recognized by the Department of Scientific and Industrial Research Govt. of India where continuous efforts are made to innovate new products and improve the quality of Art Material Stationery and Adhesive products manufactured / procured by the Company to make the manufacturing process safe cost effective and environment friendly.
2. Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution etc. Technological innovations and improvements undertaken at the laboratory scale have been successfully absorbed at plant level. These efforts shall benefit the Company in increasing sales reducing cost improving quality and scale of the production and customer satisfaction.
3. Technology Import N.A

C) FOREIGN EXCHANGE EARNINGS AND OUTGO: (a) Activities relating to exports initiativestaken to increase exports development of new export markets for products and services andexport plans:

Major countries of export are SAARC Countries Middle East and Japan.

(b) Total Foreign Exchange used and earned:

(R In Lakhs)
2019-2020 2018-2019
Foreign exchange used 3800.56 5306.96
Foreign exchange earned 1901.99 1663.85

Place : Mumbai Dated: 8th July 2020

For & on behalf of the Board

Dilip D. Dandekar Chairman & Executive Director

EXTRACT OF ANNUAL RETURN

as on the financial year ended 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAIL:

i) CIN:- L24223MH1946PLC005434
ii) Registration Date 24th December1946
iii) Name of the Company Kokuyo Camlin Limited
iv) Category / Sub-Category of the Company Company Limited by shares
Indian Non- Government Company
v) Address of the Registered office and contact details 48/2 Hilton House Central Road M.I.D.C Andheri (East)
Mumbai – 400093
Tel: 022-66557000
Website: www.kokuyocamlin.com
vi) Whether listed company Yes / No Yes
vii) Name Address and Contact details of Registrar and Transfer Link Intime India Private Limited
Agent if any C – 101 247 Park
LBS Marg Vikhroli West
Mumbai – 400 083
Tel.: 91-22- 49186270 Fax: 91-22- 49186060
Email id: rnt.helpdesk@linkintime.co.in
Website : www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:

Sl. No. Name and Description of main products /services NIC Code of the Product/service % to total turnover of the company
1 Scholastic Products and Note Books 46%
2 Writing and Marking Instruments 32901 30%
3 Fine Art and Graphics /Fashion and Hobby Colours 20224 14%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No. Name and Address of the CIN/GLN Holding/ % of shares held Applicable Section
Company Subsidiary/
Associate
1 Kokuyo Co. Ltd. Japan Holding 74.44 2(46)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change During the year
A. Promoters Demat Physical Total % of total shares Demat Physical Total % of total shares
(1) Indian
Individuals/ HUF 550000 - 550000 0.55 550000 - 550000 0.55 -
Central Govt - - - - - - - - -
State Govt(s) - - - - - - - - -
Bodies Corp - - - - - - - - -
Banks/ FI - - - - - - - - -
Any Other - - - - - - - - -
SubTotal(A)(1) 550000 - 550000 0.55 550000 - 550000 0.55 -
(2) Foreign - - - - -
NRIs- Individuals - - - - - - - - -
Other - Individuals - - - - - - - - -
Bodies Corp 74665950 - 74665950 74.44 74665950 - 74665950 74.44 -
Banks/ FI - - - - - - - -
Any Other - - - - - - - - -
SubTotal(A)(2) 74665950 - 74665950 74.44 74665950 - 74665950 74.44 -
Total shareholding of 75215950 - 75215950 74.99 75215950 - 75215950 74.99 -
Promoter
(A)=(A)(1)+(A)(2)
B. Public
Shareholding
1. Institutions
Mutual Funds - - - - - - - - -
Banks/ FI 72338 2000 74338 0.07 419582 2000 421582 0.42 0.35
Central Govt - - - - - - - - -
State Govt(s) - - - - - - - - -
Venture Capital - - - - - - - - -
Funds
Insurance Companies - - - - - - - - -
FIIs - - - - - - - - -
Foreign Venture - - - - - - - - -
Capital Funds
Others (specify) - - - - - - - - -
Foreign Portfolio 75000 - 75000 0.07 75000 - 75000 0.07 -
Investors
SubTotal (B)(1) 147338 2000 149338 0.15 494582 2000 496582 0.50 0.35
2. Non-Institutions
a) Bodies Corp. 2892314 - 2892314 2.88 2841034 - 2841034 2.83 (0.05)
b) Individuals
i) Individual 13646295 1287251 14933546 14.89 13867895 1189789 15057684 15.01 0.12
Shareholders holding nominal share capital upto
R 2 lakhs
Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change During the year
A. Promoters Demat Physical Total

% of total Demat shares

Physical Total % of total shares
ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakhs 3843823 - 3843823 3.83 3934258 - 3934258 3.92 0.09
c) NBFCs Registered with RBI 27772 - 27772 0.03 - - - - (0.03)
c) Others (Specify)
i) IEPF 737594 - 737594 0.74 736084 - 736084 0.73 (0.01)
ii) NRI (Non-Rep) 432735 - 432735 0.43 410077 - 410077 0.41 (0.02)
iii) NRI (Rep) 1297876 - 1297876 1.29 826050 - 826050 0.82 (0.47)
iv) Trust 2000 - 2000 - - - - - -
v Foreign Portfolio - - - - - - - - -
Investor (Individual)
v. Hindu undivided 616218 - 616218 0.61 666122 - 666122 0.66 0.05
Family
vi. Clearing Member 99639 - 99639 0.10 64964 - 64964 0.06 (0.04)
vii. Unclaimed 55001 - 55001 0.05 55001 - 55001 0.05 -
Shares- Suspense
Account
SubTotal(B)(2) 23651267 1287251 24938518 24.86 23401485 1189789 24591274 24.51 (0.35)
Total Public 23798605 1289251 25087856 25.01 23896067 1191789 25087856 25.01 -
Shareholding
(B)=(B)(1)+(B)(2)
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
Grand Total 99014555 1289251 100303806 100.00 99112017 1191789 100303806 100 -
(A+B+C)

(ii) Shareholding of Promoters

Sl. No Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% Change in shareholding during the
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged/ encumbered to total shares Year
1. Kokuyo Company Limited 74665950 74.44 - 74665950 74.44 - -
2. Shriram Sharad Dandekar 250000 0.25 - 250000 0.25 - -
3. Dilip Digambar Dandekar 200000 0.20 - 200000 0.20 - -
4. Subhash Digambar Dandekar 100000 0.10 - 100000 0.10 - -
TOTAL 75215950 74.99 75215950 74.99 - -

(iii) Change in Promoters' Shareholding (please specify if there is no change)

Sl. No Shareholder's Name

Shareholding at the beginning of the year No. of Shares % of total Shares of the company

Cumulative Shareholding during the year No. of Shares % of total Shares of the company

1. Kokuyo Co. Ltd.
At the beginning of the year 74665950 74.44 74665950 74.44
Purchase/Sale during the year - - 74665950 74.44
At the end of the year - - 74665950 74.44
2. Shriram Sharad Dandekar
At the beginning of the year 250000 0.25 250000 0.25
Purchase/ Sale during the year - - 250000 0.25
At the end of the year - - 250000 0.25
3. Dilip Digambar Dandekar
At the beginning of the year 200000 0.20 200000 0.20
Purchase/ Sale during the year - - 200000 0.20
At the end of the year - - 200000 0.20
4. Subhash Digambar Dandekar
At the beginning of the year 100000 0.10 100000 0.10
Purchase/ Sale during the year - - 100000 0.10
At the end of the year - - 100000 0.10

During the year 2019-20 there is no change in Promoters' Shareholding.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No Top Ten Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of the company

No. of Shares % of total Shares of the company

1. Vijay Kishanlal Kedia
At the beginning of the year - - - -
Increase/ Decrease upto 31st March 2020 1010000 1.01 1010000 1.01
At the end of the year 1010000 1.01 1010000 1.01
2. Girish S. Apte
At the beginning of the year 842523 0.84 842523 0.84
Increase/ Decrease upto 31st March 2020 (200) (0.00) 842323 0.84
At the end of the year 200 0.00 842523 0.84
At the end of the year 842523 0.84 842523 0.84
3. Shree Capital Services Limited
At the beginning of the year 650497 - 650497 0.64
Increase/ Decrease upto 31st March 2020 - - 650497 0.64
At the end of the year - - 650497 0.64
4. ICICI Bank Limited
At the beginning of the year 30566 0.30 30566 0.30
Increase upto 31st March 2020 629210 0.63 659776 0.66
Decrease upto 31st March 2020 (240319) (0.24) 419457 0.42
At the end of the year 419457 0.42 419457 0.42
5. Ganesh Srinivasan
At the beginning of the year 300000 0.30 300000 0.30
Increase upto 31st March 2020 90435 0.09 390435 0.39
At the end of the year 390435 0.39 390435 0.39
6. Ramesh Damani
At the beginning of the year 375000 0.37 375000 0.37
Increase/ Decrease upto 31st March 2020 - - 375000 0.37
At the end of the year - - 375000 0.37
7. Benu Gopal Bangur
At the beginning of the year 372600 0.37 372600 0.37
Increase/ Decrease upto 31st March 2020 - - 372600 0.37
At the end of the year - 0.37 372600 0.37
8. Nalini N. Sekhsaria
At the beginning of the year 350000 0.35 350000 0.35
Increase/ Decrease upto 31st March 2020 - - 350000 0.35
At the end of the year - - 350000 0.35
9. Harimohan Boangur
At the beginning of the year 332700 0.33 332700 0.33
Increase/ Decrease upto 31st March 2020 - - 332700 0.33
At the end of the year - - 332700 0.33
10. Vijay V. Wadhwa
At the beginning of the year 261000 0.26 261000 0.26
Increase/ Decrease upto 31st March 2020 - - 261000 0.26
At the end of the year - - 261000 0.26

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No Name of Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of the company

No. of Shares % of total Shares of the company

1. Mr. Dilip D. Dandekar
At the beginning of the year 200000 0.20 200000 0.20
increase/ decrease in shareholding during the year - - 200000 0.20
At the end of the year - - 200000 0.20
2. Mr. Shriram S. Dandekar
At the beginning of the year 250000 0.25 250000 0.25
increase/ decrease in shareholding during the year - - 250000 0.25
At the end of the year - - 250000 0.25
3. Mr. Chetan Badal
At the beginning of the year 23030 0.02 23030 0.02
increase/ decrease in shareholding during the year - - 23030 0.02
At the end of the year 23030 0.02
4. Mr. Ravindra V. Damle
At the beginning of the year 28677 0.03 28677 0.03
increase/ decrease in shareholding during the year 28677 0.03
At the end of the year - 28677 0.03

No other Directors/KMPs other than as mentioned above holds any shares in the Company.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(R in Lakhs)
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial
Year
i) Principal Amount 22.95 17316.06 909.34 18248.35
ii) Interest due but not paid - - - -
iii)Interest accrued but not due - - - -
Total (i+ii+iii) 22.95 17316.06 909.34 18248.35
Change in Indebtedness during the financial year
Addition
Reduction (7.96) (4750.14) (104.60) (4862.70)
Net Change (7.96) (4750.14) (104.60) (4862.70)
Indebtedness at the end of the financial year
i) Principal Amount 14.99 12565.92 804.74 13385.65
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 14.99 12565.92 804.74 13385.65

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

(R in Lakhs)
Sl. No Particulars of Remuneration

Name of MD/WTD/Manager

Total
Dilip D. Dandekar Shriram S. Dandekar Nobuchika Doi Takeo Iguchi Satish Veerappa Amount
1. Gross salary
(a) Salary as per provisions contained in section 17(1)of the Income-tax Act1961 115.25 97.32 46.99 27.41 76.73 363.70
(b) Value of perquisites u/s. 17(2) of the Income-tax Act1961 47.01 39.58 41.98 26.19 61.57 216.33
(c) Profits in lieu of salary under section - - - - - -
17(3) of the Income tax Act 1961
2. Stock Option - - - - - -
3. Sweat Equity - - - - - -
4. Commission - - - - - -
- as % of profit
- others specify…
Others - - - - - -
Total (A) 162.26 136.90 88.97 53.60 138.30 580.03

*Since Mr. Takeo Iguchi ceased to be a Director w.e.f 1st November 2019 theremuneration was paid to him from 1st April 2019 to 31st October 2019 asExecutive Director.

B. Remuneration to other directors:

1. Independent Directors:

(R in Lakhs)
Particulars of

Name of Directors

Total
Remuneration Sriram Shishir Desai Nandini Chopra Devendra Kumar Sriram Venkataraman Arora Yasuyuki Kaneba Amount
Fee for attending board/ committee meetings 4.30 0.70 4.80 3.00 0.70 4.20 - 17.70
Commission - - - - - - -
Others - - - - - - -
Total (1) 4.30 0.70 4.80 3.00 0.70 4.20 - 17.70

2. Other Non-Executive Directors:

Particulars of Remuneration

Name of Directors

Total
Takuya Morikawa Kazuo Kubo Amount
Fee for attending board/ committee meetings - - -
Commission - - -
Others - - -
Total (2) - - -
TOTAL B = (1+2) - - 17.70
Total Remunation (A+B) - - 597.73

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD

(R in Lakhs)
Sl. No Particulars of Remuneration

Key Managerial Personnel

Ravindra Damle VP (Corporate) & CS Chetan Badal CFO Total
1. Gross salary
(a) Salary as per Provisions contained in section 29.33 53.13 82.46
17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 16.67 26.47 43.14
1961
(c) Profits in lieu of salary under section 17(3) - - -
Income-tax Act 1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
- as % of profit
- others specify…
5. Others - - -
Total (A) 46.00 79.60 125.60

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of The Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment None
Compounding
B. DIRECTORS
Penalty
Punishment None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment None
Compounding

Disclosure In Directors' Report Pursuant To Section 197(12) Of The Companies Act 2013Read With Companies (Appointment And Remuneration Of Managerial Personnel) Rules 2014

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:

Name of the Director Designation Ratio to median remuneration
Mr. Dilip Dandekar Chairman and Executive Director 58.58
Mr. Shriram Dandekar Vice Chairman and Executive Director 49.42
Mr. Nobuchika Doi Executive Director 32.12
Mr. Takeo Iguchi* Executive Director 33.09

* Mr. Takeo Iguchi ceased to be a Director with effect from 1st November 2019.

The median remuneration of employees of the Company was R 2.77 Lakhs.

For this purpose Sitting Fees paid to the Directors have not been considered asremuneration.

2. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer and Company Secretary in the financial year:

Name of the Director/KMP Designation % increase/(decrease) in remuneration
Mr.Dilip Dandekar Chairman and Executive Director -
Mr.Shriram Dandekar Vice Chairman and Executive Director -
Mr.Nobuchika Doi Executive Director -
Mr. Takeo Iguchi* Executive Director -
Mr. Satish Veerappa Chief Executive Officer (13.15)
Mr. Chetan Badal Chief Financial Officer (13.51)
Mr. Ravindra Damle Vice President(Corporate) & Company Secretary (14.10)

* Mr. Takeo Iguchi ceased to be a Director with effect from 1st November 2019.

The above increase is on the basis of actual remuneration paid for both the years.

3. The percentage increase in the median remuneration of employees in the financialyear: 8.20%

4. The number of permanent employees on the rolls of company: 1211

5. Average percentage increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentageincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

Average increase in remuneration is 9.56% for Employees other than Managerial Personneland 9.43% for Managerial Personnel.

6. Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms remuneration is as per the remuneration policy of the Company.

Place : Mumbai Dated: 8th July 2020

For & on behalf of the Board

Dilip D. Dandekar Chairman & Executive Director

.