The Members of YUKEN INDIA LIMITED
Your Directors have pleasure in presenting their 45th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31stMarch 2021.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
|Financial Highlights: || || || ||Rs. In Lakhs |
|Particulars || |
| ||Year ended ||Year ended ||Year ended ||Year ended |
| ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
|Net Income ||19361.68 ||20789.52 ||22347.01 ||24622.27 |
|Total expenditure ||17104.41 ||19027.58 ||19888.64 ||22724.76 |
|Profit/(Loss) before interest depreciation and tax ||2257.27 ||1761.94 ||2458.37 ||1897.51 |
|Finance cost ||814.76 ||917.95 ||1012.69 ||1088.09 |
|Depreciation ||483.29 ||426.65 ||872.18 ||756.49 |
|Profit/(Loss) Before Tax ||959.22 ||417.34 ||573.50 ||52.93 |
|Provision for Taxation (Net of deferred tax) ||208.17 ||(179.56) ||65.80 ||(235.53) |
|Profit/(Loss) After Tax ||751.05 ||596.90 ||507.70 ||288.46 |
|Share of Profit/(Loss) of Associates ||- ||- ||10.91 ||13.87 |
|Net Comprehensive Income for the year ||(23.05) ||(23.65) ||(22.94) ||(24.20) |
|Total Comprehensive Income for the year ||728.00 ||573.25 ||495.67 ||278.13 |
|Total comprehensive income attributable to Controlling interest ||- ||- ||502.47 ||288.82 |
|Balance in Statement of profit and loss ||16474.99 ||16191.07 ||15537.83 ||15538.35 |
|Amount available for appropriation ||17202.99 ||16764.32 ||16040.30 ||15827.16 |
|Appropriations: || |
|Equity Dividend paid ||(72.00) ||(240.00) ||(72.00) ||(240.00) |
|Tax on Equity Dividend ||- ||(49.33) ||- ||(49.33) |
|Balance carried to Balance Sheet ||17130.99 ||16474.99 ||15968.30 ||15537.83 |
On Standalone basis the Company has registered a net income of Rs. 19361.68 lakhs(including income from sale of property located at Patancheru Hyderabad amounting to Rs.597.07 lakhs) as compared to Rs. 20789.52 lakhs of previous year. The total revenue isdecreased due to COVID-19 pandemic situation globally.
On Consolidated basis the Company has registered net income of Rs. 22347.01 lakhsas compared to Rs. 24622.27 lakhs of previous year. (Including income from sale ofproperty located at Patancheru Hyderabad amounting to Rs. 597.07 lakhs)
Your Directors recommend payment of a dividend of 6% (Six percent) i.e. Rs. 0.60 (SixtyPaisa only) per equity share of Rs. 10/- each for the year ended 31st March2021 subject to the approval of the members at the ensuing Annual General Meeting.
3. IMPACT OF COVID-19 PANDEMIC ON COMPANY'S BUSINESS:
The World Health Organization (WHO) declared the outbreak of the Coronavirus Disease(COVID-19) as a global pandemic on 11th March 2020. Consequent to this theGovernment of India declared a nation-wide lockdown on 23rd March 2020 due towhich the Company suspended its operations at all its factories and offices in compliancewith the lockdown instructions issued by the Central and State Governments.
Considering the lockdown the Company has suspended its operations at all manufacturingfacilities and offices with effect from 24th March 2020 to 04thMay 2020. The plant was operational from 05th May 2020 with minimumemployees.
To curb the effects of the COVID-19 pandemic The Company has undertaken severalmeasures to operate in the safest ways possible.
The recent Second wave of Covid-19 also affected all the industries very badly. Onimpact of Second wave due to lock down in the State of Karnataka from mid of April-2021our Company also operating at a low capacity. We hope very soon we shall see a positiveoutcome.
4. ANNUAL RETURN:
In accordance with the Companies Act 2013 the Annual Return in the prescribed formatis available at Company's website at https://www.yukenindia.com/report-result/
5. BOARD MEETINGS HELD DURING THE YEAR:
During the year 6 (Six) meetings of the Board of Directors and one meeting ofIndependent Directors were held. The details of the meeting are furnished in the CorporateGovernance Report.
6. COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:
All Independent Directors of the Company have given declarations to the Company underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independence asprovided in SubSection 6 of Section 149 of the Act and also under the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 ("ListingRegulations").
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the field of manufacturing financeauditing tax economic legal and Regulatory matters Strategic thinking/planningdecision making leadership knowledge about the Company's business and protect interestof all stakeholders.
In compliance with the Rule 6(1) of the Companies (Appointment and Qualification ofDirectors) Rules 2014 all the Independent Directors have registered themselves with theIndian Institute of Corporate Affairs.
7. REMUNERATION POLICY OF THE COMPANY:
The Remuneration Policy of the Company for appointment and remuneration of theDirectors Key Managerial Personnel and Senior Management of the Company along with otherrelated matters have been provided in the Corporate Governance Report.
As and when need arises for appointment of Director the Nomination and RemunerationCommittee (NRC) of the Company will determine the criteria based on the specificrequirements. NRC while recommending candidature to the Board will take intoconsideration the qualification attributes experience and Independence of the Candidate.Director(s) appointment and remuneration will be as per NRC Policy of the Company.
A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act. Read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is forming part of this report.
8. ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and Directors pursuant to the requirements of the Act and the ListingRegulations.
Further the Independent Directors at their exclusive meeting held during the yearreviewed the performance of the Board its Chairman and Non- Executive Directors and otheritems as stipulated under the Listing Regulations.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There has been no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations. All orders receivedby the Company during the year are of routine in nature which have no significant/materialimpact.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
During the year under review your Company has not granted any loan within the meaningof Section 186 of the Companies Act 2013.
There are no new investments made during the financial year 2020-21.
During the year under review the Company has not granted any Corporate Guarantees toits Subsidiary/Associate Companies. However existing Guarantees are renewed andoutstanding balances of Corporate Guarantees as on 31st March2021 are asunder.
| || || ||Rs. in Lakhs |
|Sl. No. ||Particulars ||Name of Bank ||Outstanding Balance as on 31.03.2021 |
|1 ||Coretec Engineering India Private Limited ||HDFC Bank ||750 |
| || ||Sumitomo Mitsui Banking Corporation ||1100 |
|2 ||Grotek Enterprises Private Limited ||HDFC Bank ||600 |
| || ||Sumitomo Mitsui Banking Corporation ||1000 |
The above loans guarantees and investments are within the limits prescribed underSection 186 of the Companies Act 2013.
11. AMOUNT IF ANY PROPOSED TO BE TRANSFERRED TO RESERVES:
During the year under review the Company has not transferred any money towards GeneralReserve.
12. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
A. TRANSFER OF UNPAID DIVIDEND:
As required under Section 124 of the Companies Act 2013 the unclaimed dividend amountaggregating to Rs. 71626/- lying with the Company for a period of 7 (Seven) yearspertaining to the financial year ended on 31st March 2013 was transferredduring the financial year 2020-21 to the Investor Education and Protection Fund("IEPF") established by the Central Government.
B. TRANSFER OF SHARES:
As per the provisions of Section 124 of the Companies Act 2013 1350 equity shares ofRs. 10/- each in respect of which dividend has not been claimed by the members for 7(Seven) consecutive years or more have been transferred by the Company to InvestorEducation and Protection Fund Authority (IEPF) during the financial year 2020-21. Detailsof shares transferred have been uploaded on the website of IEPF as well as the Company.
13. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
In accordance with the general circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet the Statement of Profit & Loss and otherdocuments of the Subsidiary Companies are not being attached to the Balance Sheet of theCompany. The consolidated financial statements presented by the Company includes financialresults of its Subsidiary and Associate Companies.
The Annual Accounts of the Subsidiary Companies are available on the website of theCompany at https://www.yukenindia.com/report-result/
The details of financial performance of Subsidiaries and Associate Companies arefurnished as under:
| || || || || || ||Rs. In Lakhs |
|Particulars || |
| ||Grotek Enterprises Private Limited. ||Coretec Engineering India Private Limited. ||Kolben Hydraulics Limited. ||Yuflow Engineering Private Limited. ||Sai India Limited. ||Bourton Consulting (India) Private Limited. |
|Total Income || || || || || || |
|FY 2020-21 ||4021.28 ||2095.23 ||420.32 ||90.97 ||1674.76 ||8.18 |
|FY 2019-20 ||4613.18 ||2410.07 ||476.39 ||11.83 ||2049.35 ||41.05 |
|Total expenditure || || || || || || |
|FY 2020-21 ||3685.15 ||2075.15 ||483.77 ||109.21 ||1475.81 ||9.87 |
|FY 2019-20 ||4328.57 ||2370.08 ||578.26 ||57.05 ||1837.64 ||41.53 |
|Profit/(Loss) before interest depreciation and tax || || || || || || |
|FY 2020-21 ||336.13 ||20.08 ||(63.45) ||(18.25) ||198.95 ||(1.69) |
|FY 2019-20 ||284.61 ||39.99 ||(101.87) ||(45.22) ||211.70 ||(0.48) |
|Finance cost || || || || || || |
|FY 2020-21 ||125.82 ||130.04 ||- ||0.27 ||80.35 ||- |
|FY 2019-20 ||82.45 ||127.34 ||- ||0.32 ||83.54 ||- |
|Depreciation || || || || || || |
|FY 2020-21 ||281.58 ||91.57 ||10.29 ||5.45 ||85.26 ||4.67 |
|FY 2019-20 ||235.54 ||82.33 ||10.85 ||3.17 ||92.39 ||3.38 |
|Profit/(Loss) before tax and exceptional item || || || || || || |
|FY 2020-21 ||(71.27) ||(201.53) ||(73.74) ||(23.97) ||33.35 ||(6.36) |
|FY 2019-20 ||(33.38) ||(169.68) ||(112.72) ||(48.71) ||35.77 ||(3.86) |
|Exceptional Item || || || || || || |
|FY 2020-21 ||- ||- ||- ||- ||- ||0.57 |
|FY 2019-20 ||- ||- || ||- ||- ||- |
|Provision for taxation (Net of deferred tax) || || || || || || |
|FY 2020-21 ||(24.23) ||(92.68) ||(25.46) || ||(0.36) ||(0.23) |
|FY 2019-20 ||(8.64) ||(9.97) ||(37.22) ||- ||(0.92) ||0.10 |
|Other comprehensive income for the year || || || || || || |
|FY 2020-21 ||(0.97) ||1.08 ||- ||- ||(2.31) ||- |
|FY 2019-20 ||(0.12) ||(0.43) ||- ||- ||0.46 || |
|Profit/(Loss) after tax(Including other comprehensive income) |
|FY 2020-21 ||(48.01) ||(107.77) ||(48.28) ||(23.97) ||31.40 ||(5.56) |
|FY 2019-20 ||(24.86) ||(160.14) ||(75.50) ||(48.71) ||37.15 ||(3.96) |
|Earnings per share (in Rs.) || || || || || || |
|FY 2020--21 ||(0.94) ||(3.01) ||(4.83) ||(1.20) ||3.75 ||(4.40) |
|FY 2019-20 ||(0.49) ||(20.16) ||(7.55) ||(2.44) ||4.08 ||(3.14) |
Statement containing salient features of financial statements of subsidiaries andassociate Companies in Form AOC-1 is enclosed herewith as 'Annexure-1' forming part ofthis report.
14. RELATED PARTY TRANSACTIONS:
The Board of Directors has adopted a policy on Related Party Transactions. Theobjective is to ensure proper approval disclosure and reporting of transactions asapplicable between the Company and any of its related parties. All contracts orarrangements with related parties entered into or modified during the financial year wereat arm's length basis and in the ordinary course of the Company's business.
Transactions with related parties as per requirements of Indian Accounting Standard 24are disclosed in the Note No. 44 of the Notes forming part of the financial statements inthe Annual Report.
Your Company's Policy on Related Party Transactions as adopted by your Board can beaccessed on the Company'swebsite.https://www.yukenindia.com/corporate-governance-and-code-of-conduct/
Particulars of contracts or arrangements with related parties referred to in Section188(1) along with the justification for entering into such contracts or arrangements inForm AOC-2 is enclosed herewith as 'Annexure-2' forming part of this report.
15. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:
The Company has received letter dated 15.03.2021 on 20.03.2021 from Regional DirectorHyderabad w.r.t return back of our application with respect to Scheme of Amalgamation ofYuflow Engineering Private Limited with Yuken India Limited due to some reasons.
In view of the above your Board of Directors at their meeting held on 15thApril 2021 approved the draft Scheme of Amalgamation ("Scheme") of YuflowEngineering Private Limited (Wholly Owned Subsidiary) with Yuken India Limited and theirrespective Shareholders & Creditors. Such Scheme was presented under
Section 230 - 232 and other applicable provisions of the Companies Act 2013 and therules & regulations made thereunder. The approval of the Scheme is subject to sanctionof the Scheme by the National Company Law Tribunal (NCLT).
Apart from this there has been no other material changes and commitments affectingthe financial performance of the Company occurred between the end of the financial year ofthe Company to which the Financial Statements relate and the date of this Report.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to provisions of Section 134(3) (m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014. The details are as under:
1. Conservation of Energy:
A. Steps taken or impact on conservation of energy:
Replaced conventional light fixtures with energy efficient LED light fixtures inthe plant.
Power factor was maintained at 0.99 by identifying and replacing faultycapacitors increasing the frequency of periodic/preventive maintenance of capacitorbanks.
Installation of Servo Stabilizer in Shop floor and certain office lightingreduced maintenance cost and saving in energy.
Reduction in total energy footprint through various capital projects rangingfrom installation of energy efficient pumps solar street lights in walking area andfactory areas etc.
Replacement of old age screw compressor having low working efficiency with newair compressor.
For natural lighting transparent sheet has been installed in all the plants toreduce energy consumption.
To reduce the temperature inside the shop floor various types of plants hasbeen planted vertically on the walls.
2. Foreign Exchange Earnings and Outgo:
|A. Foreign Exchange Earnings: || ||Rs. in lakhs |
|Sl. No. Particular ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|1 Export Sales ||254.33 ||234.18 |
|2 Other Income ||35.51 ||6.24 |
|B. Expend ||iture in Foreign Currency: || ||Rs. in lakhs |
|Sl. No ||Particular ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|1 ||Brand fee ||65.48 ||78.48 |
|2 ||Others ||- ||40.77 |
|C. Remittance in Foreign Currency on Account of: || ||Rs. in lakhs |
|Sl. No Particular ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|1 Dividend ||28.80 ||96.00 |
3. Research and Development (R&D):
The Company continues to invest in R&D activities towards development of newproducts and applications improvement in operating efficiencies and reduction inmanufacturing costs.
The Company has developed certain pumps valves etc. which are energy efficient and asper the customer requirements. The core idea of the Company's investments in R&D is toinitiate product upgradations and to develop new products that would give an edge overcompetitors.
(a) Specific areas in which R&D is carried out by the Company:
i. Upgradation and modification of chip compacting machine which was originallydesigned by Yuken Kogyo Co. Ltd. Japan.
ii. Several concepts of energy saving hydraulic power units have been designed to suitcustomer requirements.
iii. Development of high pressure valves and pumps for steel industries.
iv. The Company is in the process of developing various types of Electro HydraulicDrives and equipments for the purpose of construction and mobile segments.
(b) Benefits derived as a result of above R&D efforts:
Special products developed to meet specific requirements of customers which enable yourCompany to develop niche markets for growth.
(c) Future plan of action:
Development of additional range of products.
Strong focus on employee involvement to eliminate waste in operations throughfocused initiatives.
Focus on process improvements to enable the Company to penetrate into the exportmarket.
(d) Expenditure on R&D:
There is a continuous increase in R&D expenditure as the scope of activitiescarried out keeps on increasing.
4. Technology Absorption Adaptation and Innovation:
(a) Efforts in brief made towards technology absorption adaptation and innovation:
Special models of energy saving pumps and valves have been designed to meetspecific needs of customers and these have enabled us to extend our customer base toinclude a wider range of industries.
Indigenization is a continuous ongoing effort the Company is focusing on Makein India concept and Atmanirbhar Bharat Abhiyan introduced by Government of India.
(b) Benefits derived as a result of the above efforts:
Dependency on imports is minimized / import substitution.
Reduction of material cost.
Improvement in Quality and product performance characteristics.
Ability to innovate and produce new products.
(c) Information regarding technology imported during the last five years reckoned fromthe beginning of the financial year:
17. DETAILS OF CHANGE IN NATURE OF BUSINESS IF ANY:
During the year there was no change in the nature of business of the Company.
18. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR:
There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2013 as on 31st March 2021.
19. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review your Company did not accept any deposit within themeaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with theCompanies (Acceptance of Deposits) Rules 2014.
Pursuant to the Ministry of Corporate Affairs notification amending the Companies(Acceptance of Deposits) Rules 2014 the Company has filed with the Registrar ofCompanies the requisite returns for outstanding receipt of money/loan by the Companywhich are not considered as deposits.
21. BOARD OF DIRECTORS:
The Board of Directors comprises of a combination of Executive/ Non-Executive Directorsand Independent Directors who are professionals in their respective fields and bring in awide range of skills experience and expertise. The composition of Board is as under;
|Sl. No. ||Name of the Director ||Designation |
|1 ||Capt. N S Mohanram ||Independent Director |
|2 ||Mr. R Srinivasan ||Independent Director |
|3 ||Dr. Premchander ||Independent Director |
|4 ||Mrs. Indra Prem Menon ||Independent Director |
|5 ||Mr. Hidemi Yasuki ||Non-Executive Director |
|6 ||Mr. Hideharu Nagahisa ||Non-Executive Director |
|7 ||Mr. Kenichi Takaku ||Non-Executive Director |
|8 ||Mrs. Vidya Rangachar ||Non-Executive Director |
|9 ||Mr. C P Rangachar ||Managing Director |
Mr. Kenichi Takaku appointed as an Additional Director of the Company with effectivefrom 09th May 2020 and re-designated as Director on 24th September2020.
At the Annual General Meeting held on 24th September 2020 Mr. C PRangachar - Managing Director has been re -appointed for a period of 5 years with effectfrom 01st May 2020 to 30th April 2025.
Mrs. Indra Prem Menon appointed as an Additional Lady Independent Non- ExecutiveDirector of the Company with effective from 24th September 2020. She shallhold the office up to the date of ensuing Annual General Meeting of the Company. The Boardrecommends for her appointment as Lady Independent Non-Executive Director for period of 5years with effect from 24th September 2020 at the ensuing Annual GeneralMeeting.
Mr. Hideharu Nagahisa Non-Executive Director retires by rotation and being eligibleoffers himself for re-appointment. The Board recommends his re-appointment.
22. KEY MANAGERIAL PERSONNEL ("KMP"):
Pursuant to provisions of Section 203 of the Companies Act 2013 following persons areKey Managerial Personnel as on 31st March2021:
|Sl. No. ||Name of the KMP ||Designation |
|1 ||Mr. C P Rangachar ||Managing Director |
|2 ||Mr. K Gopalkrishna ||Executive Director |
|3 ||Mr. H M Narasinga Rao ||Chief Financial Officer |
|4 ||Mr. A Venkatakrishnan ||Chief Executive Officer |
|5 ||Mr. Vinayak Hegde ||Company Secretary |
Mr. A Venkatakrishnan appointed as a Chief Executive Officer (CEO) of the Company witheffective from 06th August 2020.
23. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The details on Internal Control Systems and their adequacy are provided in theManagement's Discussion and Analysis which forms part of this Report.
24. RISK MANAGEMENT POLICY:
In compliance with the provisions of Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Risk Management Committee has beenconstituted by the Board. However provisions of Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany for the FY 2020-21.
Risks are identified by the respective departmental heads. Each Strategic Business Unit(SBU) & Corporate will carry out the Risk Assessment for each identified risk asapplicable to them and will document the results for each risk in the Risk Register.Action will be taken based on the possible impact of the identified risk.
The Company has mitigated some of the risks as mentioned below.
a. Measures taken by IT department of the Company to mitigate risk relating to securityof data and systems of the Company.
b. Security measures in the manufacturing units of the Company to prevent accidents.
c. Installation of CC TV cameras and siren at factory for safety of the employees.
d. Measures taken by the Company to mitigate foreign exchange transaction risks.
25. CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES:
The Company has a Policy on Corporate Social Responsibility and has constituted a CSRCommittee as required under the Act for implementing the various CSR activities.Composition of the Committee and other details are provided in Corporate GovernanceReport. Education Health Care Protection of Indian Art and Culture Animal WelfareRural Development disaster management including relief etc. are the focal areas underthe CSR Policy.
The Company has implemented various CSR projects directly and/ or through implementingpartners and the projects undertaken by the Company are in accordance with Schedule VII ofthe Act. The Company has spent an amount of Rs. 1626226/- for identified CSR activitiesduring the financial year ending 31st March 2021. A detailed Report on CSR isenclosed as 'Annexure-3' forming part of this report.
26. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3) and 134 (5) of the Act that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 as at the end of the financial year andof the profit and loss of the Company for that period;
(c) The 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) The Directors had prepared the annual accounts on a going concern basis;
(e) The Directors had laid down internal financial controls to be followed by theCompany as applicable to listed companies and such internal financial controls areadequate and were operating effectively; and
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.
27. SECRETARIAL STANDARDS:
The Company complies with all the applicable mandatory secretarial standards issued byInstitute of Company Secretaries of India.
28. COMMITTEES OF THE BOARD:
As on 31st March 2021 the Board had 4 (Four) committees: The AuditCommittee the Corporate Social Responsibility Committee the Nomination and RemunerationCommittee and the Stakeholder's Relationship Committee. A majority of the committeesconsists entirely of independent directors. During the year all recommendations made bythe committees were approved by the Board. A detailed note on the composition of the Boardand
its committees are provided in the Corporate governance report which forms part ofthis report.
29. WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the Company's Code ofconduct. The mechanism provides for adequate safeguards against victimization ofDirector(s) and Employee(s) who avail of the mechanism.
The Company has published the Whistle Blower Policy in its website a web link of whichis as under: https://www.yukenindia.com/corporate-governance-and-code-of- conduct/
30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance towards sexual harassment at the work place and hasadopted a policy on prevention prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of women at work place(Prevention Prohibition and Redressal) Act 2013 and rules made thereunder. As requiredunder law an internal Compliance Committee has been constituted for reporting andconducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year no complaint of sexual harassment has been received.
31. DETAILS OF REVISION OF FINANCIAL STATEMENTS:
During the year there were no revision of the financial statements of the Company.
32. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
As part of the Familiarization Programme Independent Directors of the Company havebeen made aware of the following information:
a. Rules and regulations pertaining to their appointment as Independent Directors
b. Duties and responsibilities of the Independent Directors towards the Company and itsstakeholders
c. Code of conduct to be followed by them and
d. Company's policies and procedures.
33. DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:
a. Ratio of remuneration of each Director/KMP to the median employee's remuneration andthe percentage increase in the median remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear 2020-21:
|Name of the Director / Key Managerial Personnel (KMP) ||Remuneration for the financial year 2020-21 (In Rs.) ||Remuneration for the financial year 2019-20 (In Rs.) ||% increase (decrease) in remuneration in the financial year 2020-21 ||Ratio of remuneration of each Director/ KMP to that of Median remuneration of employees |
|Mr. C P Rangachar Managing Director ||6223252 ||6919876 ||(10.07) ||11.17:1 |
|Capt. N S Mohanram Non-Executive Independent Director ||263250 ||237917 ||10.65 ||0.47:1 |
|Mr. R Srinivasan Non-Executive Independent Director ||279250 ||209917 ||33.03 ||0.50:1 |
|Dr. Premchander Non-Executive Independent Director ||247250 ||257917 ||(4.14) ||0.44:1 |
|Mrs. Indra Prem Menon Non-Executive Lady Independent Director w.e.f 24.09.2020 ||103250 ||- ||- ||0.19:1 |
|Mrs. Vidya Rangachar Non-Executive Director ||151250 ||129917 ||16.42 ||0.27:1 |
|Mr. Hideharu Nagahisa Non-Executive Director ||119250 ||57916 ||105.90 ||0.21:1 |
|Mr. Hidemi Yasuki Non-Executive Director ||119250 ||57916 ||105.90 ||0.21:1 |
|Mr. Kenichi Takaku Non-Executive Director appointed w.e.f 09.05.2020 ||119250 ||- ||- ||0.21:1 |
|Mr. K Gopalkrishna Executive Director ||5688023 ||5654562 ||0.59 ||10.21:1 |
|Mr. H M Narasinga Rao Chief Financial Officer ||4890708 ||4761972 ||2.70 ||8.78:1 |
|Mr. A Venkatakrishnan Chief Executive Officer appointed w.e.f 06.08.2020 ||2692628 ||2791752 ||(3.55) ||4.83:1 |
|Mr. Vinayak Hegde Company Secretary ||684620 ||592173 ||15.61 ||1.23:1 |
1. The Net Profit after tax has increased by Rs. 154.15 lakhs (excluding othercomprehensive income) as compared to the previous year and the remuneration of theManaging Director has decreased by 10.07%.
2. Remuneration paid /payable to Managing Director and NonExecutive Directors for thefinancial year 2020-21 is inclusive of Salary Commission and Sitting Fees.
3. All Non-Executive and Independent Directors are eligible for Commission of 1% on theNet profit of the Company The Net profit is calculated as per the provisions of Section198 of the Companies Act 2013.
b. The number of permanent employees on the rolls of the Company as on 31stMarch 2021 was 317 (previous year :313).
c. Percentage decrease in median remuneration of employees for the financial year is19.16%.
d. Average percentage increase/(decrease) already made in the salaries of employeesother than the key managerial personnel in the last financial year and its comparison withthe percentage increase in the managerial remuneration and justification thereof and pointout if there are any exceptional circumstances for increase in the managerialremuneration:
Percentage decrease of salaries of employees other than the key managerialpersonnel in the financial year: 15.73% as compared to previous year.
Percentage Decrease in the key managerial remuneration: 2.61% as compared toprevious year.
Impact of Covid-19 pandemic on performance of the Company for the FY 2020-21 theCompany has reduced the manpower and cut down the existing salary of the employees Hencetotal salary is reduced as compared to previous year.
e. The key parameters for any variable component of remuneration availed by theDirectors.
Commission payable to Directors has calculated on the basis of net profits of theCompany under the provisions of Section 197 of the Companies Act 2013 and based on theNomination and Remuneration Policy of the Company. The Directors are eligible for thecommission on the net profit of the Company for the financial year 2020-21.
f. The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year: NIL
It is hereby affirmed that the remuneration paid to the Directors is as per theNomination and Remuneration Policy of the Company.
g. Information as per Rule 5(2) and (3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014:
i. Employed throughout the financial year and were in receipt of remuneration for theyear in the aggregate of not less than Rs. 102 lakhs - NIL
ii. Employed for a part of the financial year and were in receipt of remuneration forany part of the year at a rate which in the aggregate was not less than Rs. 8.50 lakhsper month - NIL
iii. Employed throughout the financial year or part thereof was in receipt ofremuneration in the year in excess of that drawn by the managing Director and holds byhimself or along with his spouse and dependent children not less than two percent of theequity shares of the Company - NIL
34. SHARE CAPITAL:
The Board provides following disclosures pertaining to Companies
(Share Capital and Debentures) Rules 2014:
|Sl. No. ||Particulars ||Disclosure |
|1 ||Issue of Equity shares with differential rights ||Nil |
|2 ||Issue of Sweat Equity shares ||Nil |
|3 ||Issue of employee stock option ||Nil |
|4 ||Provision of money by Company for purchase of its own shares by trustees for the benefit of employees ||Nil |
The Authorized share Capital of the Company is Rs. 150000000 consisting of15000000 Equity Shares of Rs. 10/- each and paid up equity share capital of the Companyis Rs. 120000000 consisting of 12000000 equity shares of Rs. 10/- each as on 31stMarch 2021.
During the year under review the Company has not issued any shares or any convertibleinstruments.
35. COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with TheCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Board ofDirectors on the recommendation of the Audit Committee have appointed M/s. Adarsh Sharma& Co Cost Accountants Bengaluru as Cost Auditors for conducting Cost Audit for thefinancial year 2021-22. Your Directors proposed to ratify the remuneration payable to themfor the financial year 2021-22 at the ensuing Annual General Meeting.
A resolution seeking Member's approval for remuneration payable to Cost Auditor formspart of the Notice of the Annual General Meeting of the Company and same is recommendedfor your consideration.
36. STATUTORY AUDITORS:
Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Walker Chandiok and Co. LLP CharteredAccountants (Firm Registration No.001076N /N500013) were appointed as Statutory Auditorsof the Company for a term of 5 years and to hold the office up to the conclusion of 46thAnnual General Meeting of the Company to be held in the year 2022.
There are no qualifications in their report for the financial year ended 31stMarch 2021. Further the Auditors of the Company have not reported any fraud as specifiedunder Section 143(12) of the Act. The Auditor's Report is enclosed with the financialstatements.
37. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under the Board of Directors has appointed M/s. Joseph & Chacko LLP PracticingCompany Secretaries to undertake the Secretarial Audit of the Company for FY 2020-21. TheSecretarial Auditors Report for FY 2020-21 does not contain any qualifications. The Reportof the Secretarial Audit is annexed herewith as 'Annexure 4' forming part of this report.
The Board of Directors have re-appointed M/s. Joseph & Chacko LLP CompanySecretary in Practice to conduct the Secretarial Audit for FY 2021-22 also.
38. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:
Your Company is committed to maintain high standards of Corporate Governance. A reporton Corporate Governance along with a Certificate from the Statutory Auditors on complianceof Corporate Governance is attached as 'Annexure -5' forming part of this report. Thecertificate does not contain any qualifications.
39. BUSINESS RESPONSIBILITY REPORT:
In terms of Regulation 34 of SEBI (LODR) Regulations the business ResponsibilityReport for the year 2020-21 describing the initiatives taken from environment social andgovernance perspectives in the prescribed format is attached as 'Annexure - 6' formingpart of this report.
40. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis (MDA) forms part of the Annual Report settingout an analysis of business including the industry scenario performance financialanalysis and risk mitigation. Refer page No. 12
41. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standard Ind AS-110 on "Consolidated FinancialStatements" read with Accounting Standard Ind AS-28 on "Accounting forInvestments in Associates" the audited Consolidated Financial Statements are providedin the Annual Report.
42. FORWARD-LOOKING STATEMENTS:
This report contains forward-looking statements that involve risks and uncertainties.When used in this report the words "anticipate" "believe""estimate" "expect" "intend" "will" and othersimilar expressions as they relate to your Company and / or its business are intended toidentify such forward-looking statements.
Your Company undertakes no obligation to publicly update or revise any forward-lookingstatements whether as a result of new information future events or otherwise. Actualresults performance or achievements could differ materially from those expressed orimplied in such forward looking statements. This report should be read in conjunction withthe financial statements included herein and notes thereto.
Your Directors place on record their sincere thanks to the Customers bankers businessassociates consultants Regulatory authorities Stock Exchanges various GovernmentAuthorities and all the stakeholders for their continued support extended to yourCompany's activities during the year. Your Directors also acknowledge their gratitude tothe Shareholders of the Company for their continuous support and confidence reposed onthe Company. Your Directors wish to place on record their appreciation of the dedicatedand untiring hard work put by the employees at all levels.
| || ||For and on behalf of the Board of Directors |
| ||Capt. N S Mohanram ||R Srinivasan ||C P Rangachar |
|Place: Bengaluru ||Director ||Director ||Managing Director |
|Date: 07th June 2021 ||(DIN:02466671) ||(DIN:00043658) ||(DIN: 00310893) |