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Yuken India Ltd.

BSE: 522108 Sector: Engineering
NSE: YUKENINDIA ISIN Code: INE384C01016
BSE 15:43 | 29 Jul 518.00 -0.25
(-0.05%)
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515.00

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537.60

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NSE 05:30 | 01 Jan Yuken India Ltd
OPEN 515.00
PREVIOUS CLOSE 518.25
VOLUME 4049
52-Week high 581.00
52-Week low 400.00
P/E 82.75
Mkt Cap.(Rs cr) 622
Buy Price 0.00
Buy Qty 0.00
Sell Price 515.35
Sell Qty 31.00
OPEN 515.00
CLOSE 518.25
VOLUME 4049
52-Week high 581.00
52-Week low 400.00
P/E 82.75
Mkt Cap.(Rs cr) 622
Buy Price 0.00
Buy Qty 0.00
Sell Price 515.35
Sell Qty 31.00

Yuken India Ltd. (YUKENINDIA) - Director Report

Company director report

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

Financial Highlights: Rs. In Lakhs

Particulars

Standalone

Consolidated

Year ended 31.03.2020 Year ended 31.03.2019 Year ended 31.03.2020 Year ended 31.03.2019
Net Income 20789.52 29018.74 24622.27 34503.05
Total expenditure 19027.58 26109.90 22724.76 31040.10
Profit/(Loss) before interest depreciation and tax 1761.94 2908.84 1897.51 3462.95
Finance cost 917.95 629.28 1088.09 788.78
Depreciation 426.65 329.44 756.49 619.90
Profit/(Loss) before Exceptional income and tax 417.34 1950.12 52.93 2054.27
Exceptional income - 13047.82 - 13047.82
Profit/(Loss) after Exceptional income & before tax 417.34 14997.94 52.93 15102.09
Provision for taxation (Net of deferred tax) (179.56) 3180.20 (235.53) 3206.11
Profit/(loss) after tax 596.90 11817.74 288.46 11895.98
Share of Profit/(Loss) of associates - - 13.87 43.57
Net comprehensive income for the year (23.65) (20.10) (24.20) (21.09)
Total comprehensive income for the year 573.25 11797.64 278.13 11918.46
Total comprehensive income attributable to Controlling interest - - 288.81 11918.46
Balance in Statement of profit and loss 16191.07 5365.76 15538.35 4592.22
Amount available for appropriation 16764.32 17163.40 15827.16 16510.68
Appropriations:
Profit capitalized as part of bonus shares issue - (900.00) - (900.00)
Equity dividend paid (240.00) (60.00) (240.00) (60.00)
Tax on Equity Dividend (49.33) (12.33) (49.33) (12.33)
Balance carried to Balance Sheet 16474.99 16191.07 15537.83 15538.35

On Standalone basis the Company has registered a net income of Rs 20789.52 lakhs ascompared to Rs. 29018.74 lakhs of previous year. The total revenue is decreased due toeconomic slowdown in the year 2019-20 and on top of it COVID-19 pandemic situationglobally.

On Consolidated basis the Company has registered net income of Rs. 24622.27 lakhs ascompared to Rs. 34503.05 lakhs of previous year.

2. DIVIDEND:

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 March2020 subject to the approval of the members at the ensuing Annual General Meeting.

3. IMPACT OF COVIDfi19 PANDEMIC ON COMPANY'S BUSINESS:

The World Health Organization (WHO) declared the outbreak of the Corona virus 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 minimum employeesand implemented Standard Operating Procedures (SOP) for safety of our employees likewearing of face masks social distancing norms workplace sanitation and awarenessprogrammes. The Standard Operating Procedures are regularly reviewed and updated based onguidelines issued by Government Authorities from time to time.

COVID-19 pandemic has impacted the normal business operations by way of salesproduction supply chain disruptions closure of customers' site suspension of travel andunavailability of personnel during the lockdown period.

For the quarter ended 31st March 2020 COVID - 19 has impacted yourCompany's revenues due to stoppage of work logistic issues pending for physicalinspection and customer clearances etc. This situation continues in the current year also.Your Company has adopted several measures to come out of the current situation toincrease the production and sales.

4. THE EXTRACT OF ANNUAL RETURN:

As per provisions of Section 92 (3) of the Companies Act 2013 ("Act") readwith Rule 12 of the Companies (Management and Administration) Rules 2014 as amended fromtime to time the extract of the Annual Return in the Form MGT-9 is given in‘Annexure-1' forming part of this report and also available on the website of theCompany at http://www.yukenindia.com/report-result/

5. BOARD MEETINGS HELD DURING THE YEAR:

During the year 5 (Five) meetings of the Board of Directors were held and one meetingof Independent Directors was also held. The details of the meeting are furnished in theCorporate Governance 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 Sub Section 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 possessesrequisite qualifications experience and expertise in the field of finance auditing taxeconomic legal and Regulatory matters Strategic thinking/planning decision makingleadership knowledge about Company's business and protect interest of 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. Since all the Independent Directors of the Companyhave served as Director or key managerial personnel in listed companies or in an unlistedpublic company having a paid-up share capital of 10 crore or more for a period not lessthan 10 years they are not required to undertake the proficiency test as per Rule 6(4) ofthe Companies (Appointment and Qualification of Directors) Rules 2014.

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:

LOANS:

During the year under review your Company has not granted any loan within the meaningof Section 186 of the Companies Act 2013.

Investments:

During the year under review the Company has acquired 397498 equity shares ofRs. 10/- each aggregating to Rs. 3974980/- (Rupees Thirty-Nine Lakhs Seventy-FourThousand Nine Hundred and Eighty only) of Kolben Hydraulics Limited after thisacquisition with effective from 01st July 2019 Kolben Hydraulics Limitedbecame a Subsidiary Company.

During the year under review the Company has invested Rs. 30000000 (RupeesThree Crores Only) comprising of 3000000 equity shares of Rs. 10/- in Core tecEngineering India Private Limited Wholly Owned Subsidiary Company.

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 March 2020 is asunder.

Rs. in Lakhs

Sl. No. Particulars Name of Bank Outstanding Balance as on 31.03.2020
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. 1.06 lakhs lying with the Company for a period of 7 (Seven) yearspertaining to the financial year ended on 31st March 2012 was transferredduring the financial year 2019-20 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 707 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 2019-20. Detailsof shares transferred have been uploaded on the website of IEPF as well as 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 http://www.yukenindia.com/report-result/ The details of financial performanceof Subsidiaries and Associate Companies are furnished as under:

Rs. In Lakhs

Particulars Subsidiary

Associates

Grotek Enterprises Private Limited. Coretec Engineering India Private Limited. *Kolben Hydraulics Limited. Yufiow Engineering Private Limited. Sai India Limited. Bourton Consulting (India) Private Limited.
Total Income
FY 2019-20 4613.18 2410.07 476.39 11.83 2049.34 41.05
FY 2018-19 6935.77 3098.26 535.28 4.27 2661.50 71.87
Total expenditure
FY 2019-20 4328.57 2370.08 578.27 57.09 1837.64 41.53
FY 2018-19 6306.79 3002.78 575.50 67.60 2328.90 69.19
Profit/(Loss) before interest depreciation and tax
FY 2019-20 284.61 39.99 (101.88) (45.26) 211.70 (0.48)
FY 2018-19 628.98 95.48 (40.22) (63.33) 332.60 2.68
Finance cost
FY 2019-20 82.45 127.34 - 0.28 83.54 -
FY 2018-19 96.80 106.24 - - 65.33 -
Depreciation
FY 2019-20 235.54 82.33 10.85 3.17 92.39 3.38
FY 2018-19 218.81 71.66 6.97 - 96.76 0.74
Profit/(Loss) before tax
FY 2019-20 (33.38) (169.68) (112.73) (48.71) 37.16 (3.86)
FY 2018-19 313.37 (82.42) (47.19) (63.33) 170.51 1.94
Provision for taxation (Net of deferred tax)
FY 2019-20 (8.64) (9.97) (37.22) - (0.92) 0.10
FY 2018-19 46.91 (20.99) (9.17) - 2.69 0.58
Other comprehensive income for the year
FY 2019-20 (0.12) (0.44) - - 0.47
FY 2018-19 (1.08) 0.11 - - 0.76 -
Profit/(Loss) after tax(Including other comprehensive income)
FY 2019-20 (24.87) (160.14) (75.50) (48.71) 37.16 (3.96)
FY 2018-19 265.38 (61.32) (38.03) (63.33) 168.59 1.35
Earnings per share (in Rs.)
FY 2019-20 (0.49) (20.16) (7.55) (2.44) 4.08 (3.14)
FY 2018-19 5.32 (9.91) (3.80) (3.17) 18.65 1.07

* W.e.f 01st July 2019 Kolben Hydraulics Limited became a subsidiaryCompany.

Statement containing salient features of financial statements of subsidiaries andassociate Companies in Form AOC-1 is enclosed herewith as ‘Annexure-2' forming partof this 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 yourBoard can be accessed on the Company's website.

http://www.yukenindia.com/wp-content/uploads/2019/02/Related-Party-Transactions-Policy.pdf

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-3' 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:

Your Board of Directors at their meeting held on 13th June 2020 approvedthe draft Scheme of Amalgamation ("Scheme") of Yu flow Engineering PrivateLimited (Wholly Owned Subsidiary) with Yuken India Limited and their respectiveShareholders & Creditors. Such Scheme was presented under Section 230 - 232 and otherapplicable provisions of the Companies Act 2013 and the rules & regulations madethere under. Appointed date is 01st April 2020 or such other date as may beapproved by Regional Director Hyderabad or such other appropriate authorities.

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 faulty capacitorsincreasing the frequency of periodic/preventive maintenance of capacitor banks.

Installation of Servo Stabilizer in Shop floor and certain office lighting reducedmaintenance cost and saving in energy. Reduction in total energy footprint through variouscapital projects ranging from installation of energy efficient pumps solar street lightsin walking area and factory areas etc.

Replacement of old age screw compressor having low working efficiency with new aircompressor.

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 has beenplanted vertically on the walls.

Sl. No. Particular Year ended 31.03.2020 Year ended 31.03.2019
1 Export Sales 234.18 408.58
2 Other Income 6.24 6.34

2. Foreign Exchange Earnings and Outgo:

A. Foreign Exchange Earnings: Rs. in lakhs

B. Expenditure in Foreign Currency: Rs. in lakhs

Sl. No Particular Year ended 31.03.2020 Year ended 31.03.2019
1 Brand fee 78.48 109.07
2 Royalty - 7.90
3 Others 40.77 104.53

C. Remittance in Foreign Currency on Account of:

Rs. in lakhs

Sl. No Particular Year ended 31.03.2020 Year ended 31.03.2019
1 Dividend 96.00 24.00

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 areenergy efficient and as per the customer requirements. The core idea of the Company'sinvestments in R&D is to initiate product up gradations and to develop new productsthat would give an edge over competitors.

(a) Specific areas in which R&D is carried out by the Company:

i. Up gradation 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 application 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 Company is focusing on Make in Indiaconcept and Atmanirbhar Bharat Abhiyan introduced by Government of India.

(b) Benefits derived as a result of the above efiorts:

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:

NIL

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. DEPOSITS:

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 readwith the Companies (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 is not considered as deposits.

19. 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 Mr. C P Rangachar Managing 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

During the year under review Mr. Hidemi Yasuki was appointed as an Additional Directoron 19th July 2019 and re-designated as Director on 03rd September2019.

Mr. Koichi Oba – Director was resigned for the post of Directorship with effectfrom 19th July 2019. The Board placed on the record of appreciation forvaluable advice given by him during the tenure of his directorship.

Capt. N S Mohanram - Non-Executive & Independent Director was re-appointed for aterm of 3 years and Mr. R Srinivasan and Dr. Premchander are Non-Executive &Independent Directors reappointed for a term of 5 years with effect from 03rdSeptember 2019.

At the Board meeting held on 08th February 2020 Mr. C P Rangachar –Managing Director was re -appointed for a period of 5 years with effect from 01stMay 2020 to 30th April 2025. The Board recommends for the re-appointment asManaging Director at the ensuing Annual General Meeting.

Mr. Kenichi Takaku appointed as an Additional Director of the Company with effectivefrom 09th May 2020. He shall hold the office up to the date of ensuing AnnualGeneral Meeting of the Company. The Board recommends for their appointment as Director atthe ensuing Annual General Meeting.

Mr. Hidemi Yasuki Non-Executive Director retires by rotation and being eligibleoffers himself for re-appointment. The Board recommends his re-appointment.

20. KEY MANAGERIAL PERSONNEL fi"KMP"fi:

Pursuant to provisions of Section 203 of the Companies Act 2013 following persons areKey Managerial Personnel as on 31st March 2020:

Sl. No. Name of the KMP Designation
1 Mr. C P Rangachar Managing Director
2 Mr. H M Narasinga Rao Chief Financial Officer
3 Mr. K Gopalkrishna Executive Director
4 Mr. A Venkatakrishnan Chief Operating Officer
5 Mr. Vinayak Hegde Company Secretary

21. 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 is forms part of this Report.

22. 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.

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 ITdepartment of the Company to mitigate risk relating to security of data and systems of theCompany. b. Security measures in the manufacturing units of the Company to preventaccidents. c. Installation of CC TV cameras and siren at factory for safety of theemployees. d. Measures taken by the Company to mitigate foreign exchange transactionrisks.

23. CORPORATE SOCIAL RESPONSIBILITY fi"CSR"fi 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 Environment Rural Development etc. are the focal areasunder the 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. 732695/- for identified CSR activitiesduring the financial year ending 31st March 2020. A detailed Report on CSR isenclosed as ‘Annexure-4' forming part of this report.

24. DIRECTORS' 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.

25. SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory secretarial standards issued byInstitute of Company Secretaries of India.

26. COMMITTEES OF THE BOARD:

As on 31st March 2020 the Board had 4 (Four) committees: the AuditCommittee the Corporate Social Responsibility Committee the Nomination and RemunerationCommittee and the Stakeholders' 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 is provided in the Corporate governance report which forms part ofthis report.

27. 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: http://www.yukenindia.com/wp-content/uploads/2019/11/Whistle-Blower-Policy-New. pdf

28. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE fi PREVENTIONPROHIBITION AND REDRESSAL fi 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 there under. 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.

29. DETAILS OF REVISION OF FINANCIAL STATEMENTS:

During the year there were no revision of the financial statements of the Company.

30. 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 theirappointment as Independent Directors b. Duties and responsibilities of the IndependentDirectors towards the Company and its stakeholders c. Code of conduct to be followed bythem and d. Company's policies and procedures.

31. DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197fi12fi OF THE COMPANIES ACT2013 READ WITH RULE 5fi1fi OF THE COMPANIES fi APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL fi RULES 2014: a. Ratio of remuneration of each Director/KMP to the medianemployee's remuneration and the percentage increase in the median remuneration of eachDirector Chief Financial Officer Chief Operating Officer Company Secretary or Managerif any in the financial year 2019-20.

Name of the Director / Key Managerial Personnel (KMP) Remuneration for the financial year 2019-20 (In Rs.) Remuneration for the financial year 2018-19 (In Rs.) % increase (decrease) in remuneration in the financial year 2019-20 Ratio of remuneration of each Director/ KMP to that of Median remuneration of employees
Mr. C P Rangachar Managing Director 6919876 10184420 (32.05) 10.04:1

 

Capt. N S Mohanram Non-Executive Independent Director 237917 509500 (53.30) 0.35:1
Mr. R Srinivasan Non-Executive Independent Director 209917 549500 (61.80) 0.30:1
Dr. Premchander Non-Executive Independent Director 257917 489500 (47.31) 0.37:1
Mrs. Vidya Rangachar Non-Executive Director 129917 449500 (71.10) 0.19:1
Mr. Hideharu Nagahisa – Non Executive Director 57916 359500 (83.89) 0.08:1
Mr. Koichi Oba – Non Executive Director resigned w.e.f 19.07.2019 - 359500 - -
Mr. Hidemi Yasuki – Non Executive Director appointed w.e.f 19.07.2019 57916 - - 0.08:1
Mr. Kenichi Takaku – Non Executive Director appointed w.e.f 09.05.2020 - - - -
Mr. K Gopalkrishna – Executive Director 5654562 6296468 (10.19) 8.21:1
Mr. H M Narasinga Rao – Chief Financial Officer 4761972 5418128 (12.11) 6.91:1
Mr. A Venkatakrishnan – Chief Operating Officer 2791752 3103908 (10.06) 4.05:1
Mr. Vinayak Hegde – Company Secretary 592173 675467 (12.33) 0.86:1

Notes:

1. The Net Profit after tax has decreased by Rs. 801.17 lakhs (excluding comprehensiveand Brigade JDA income) as compared to the previous year and the remuneration of theManaging Director has decreased by 32.05%.

2. Remuneration paid /payable to Managing Director and Non-Executive Directors for thefinancial year 2019-20 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 but considering the economic slowdown and COVID-19 pandemicimpact on Company's Business the Members of the Nomination and Remuneration Committeeconsidered and approved for payment of 50% of the eligible amount of Commission for FY2019-20. The Net profit is calculated as per the provisions of Section 198 of theCompanies Act 2013. b. The number of permanent employees on the rolls of the Company ason 31st March 2020 was 313 (previous year -327).

c. Percentage decrease in median remuneration of employees for the financial year is-21.07%.

d. Relationship between average increase in remuneration and Company performance: TheProfit after Tax for the financial year 2019-20 stood at Rs. 596.90 lakhs (excludingcomprehensive income) and the average decrease in median employee remuneration was-21.07%. Remunerations of the employees are as per the industry standards.

e. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company: Overall remuneration of Key Managerial Personnel for the year2019-20 has decreased -19.31% whereas the total revenue from the operations has decreasedby -28.36% when compared to the previous year. Remuneration of the KMPs are as per theindustry standards.

f. Details of share price and market capitalization:

(i) The details of variation in the market capitalization and price earnings ratio asat the closing date of the current and previous financial year are as follows:

Particulars 31st March 2020 31st March 2019
i. Variations in the market capitalization 390.00 Crores 811.62 Crores
ii. Price Earnings Ratio of the Company 65.39:1 06.87:1

(ii) Percentage increase over/decrease in the market quotations of the shares of theCompany as compared to the rate at which the Company came out with the last public offerin the year: The Company had come out with Initial Public Offer ("IPO") in theyear 1991. An amount of Rs. 10/- invested in the said IPO would be worth Rs. 325 as on 31stMarch 2020 indicating a Compounded Annual Growth Rate of 12.75 %. This is excluding thedividend received/accrued thereon.

g. 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: -11.93% as compared to previous year.

Percentage Decrease in the key managerial remuneration: -19.31% as compared toprevious year. Due to Slowdown in the economy and reduction of manpower the total salaryis reduced as compared to previous year.

h. The key parameters for any variable component of remuneration availed by theDirectors.

Directors are paid commission calculated on the basis of net profits of the Companyunder the provisions of Section 197 of the Companies Act 2013 and based on the Nominationand Remuneration Policy of the Company. The Directors are eligible for the commission onthe net profit of the Company for the financial year 2019-20.

i. 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. j. Information as per Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: i.Employed throughout the financial year and were in receipt of remuneration for the yearin 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 inreceipt of remuneration in the year in excess of that drawn by the managing Director andholds by himself or along with his spouse and dependent children not less than twopercent of the equity shares of the Company – NIL

32. SHARE CAPITAL:

The Board provides following disclosures pertaining to Companies (Share Capital andDebentures) 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 2020. During the year under review Company has not issued any shares or anyconvertible instruments.

33. 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 2020-21. Your Directors proposed to ratify the remuneration payable to themfor the financial year 2020-21 at the ensuing Annual General Meeting. A resolution seekingMembers' approval for remuneration payable to Cost Auditor forms part of the Notice of theAnnual General Meeting of the Company and same is recommended for your consideration.

34. 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 2020. The Auditors' Report is enclosed with the financial statements.

35. 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 2019-20. TheSecretarial Auditors' Report for FY 2019-20 does not contain any qualifications. TheReport of the Secretarial Audit is annexed herewith as ‘Annexure 5' forming part ofthis report.

The Board of Directors have re-appointed M/s. Joseph & Chacko LLP CompanySecretary in Practice to conduct the Secretarial Audit for FY 2020-21 also.

36.CORPORATEGOVERNANCEREPORTANDCERTIFICATE:

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 -6' forming part of this report. Thecertificate does not contain any qualifications.

37. BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34 of SEBI (LODR) Regulations the business ResponsibilityReport for the year 2019-20 describing the initiatives taken from environment social andgovernance perspectives in the prescribed format is attached as ‘Annexure – 7'forming part of this report.

38. 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. 08.

39. 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 areprovided in the Annual Report.

40. FORWARD fi 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 topublicly update or revise any forward-looking statements whether as a result of newinformation future events or otherwise. Actual results performance or achievementscould differ materially from those expressed or implied in such forward lookingstatements. This report should be read in conjunction with the financial statementsincluded herein and notes thereto.

41. ACKNOWLEDGEMENTS:

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.

FORM NO. MGT_9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 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 DETAILS:

1. CIN L29150KA1976PLC003017
2. Registration Date 28th June 1976
3. Name of the Company YUKEN INDIA LIMITED
4. Category/Sub-category of the Company Company Limited by shares/ Indian Non-Government Company
5. Address of the Registered office No. 16-C Doddanekundi Industrial Area II Phase Mahadevapura Bengaluru
Karnataka PIN Code: 560048 India.
6. Address of Corporate Office P B No. 5 Koppathimmanahalli Village Malur-Hosur Main Road Malur Taluk Kolar
District Karnataka PIN Code: 563130.
7. Contact Details Contact No. +91 9845191995 +91 9731610341 +91 8050697694
Email: hmn_rao@yukenindia.com vinayak.hegde@yukenindia.com
Website: http://www.yukenindia.com/
8. Whether listed Company Yes
Name of the Stock Exchange: BSE Limited (BSE) Script Code: 522108
9. Name Address & contact details of the KFin Technologies Private Limited
Registrar & Transfer Agent if any. (Formerly known as Karvy Fintech Private Limited)
Unit: Yuken India Limited
Karvy Selenium Tower-B Plot Nos. 31 & 32 Financial District Gachibowli
Nanakramguda Serilingampally Hyderabad- 500 008.
Phone: (040) 6716 1500/1592/1509/1508
Toll Free no.: 1800-345-4001
E Mail Id: Einward.ris@karvy.com
Website: www.kfintech.com
Fax Number: 040 - 23420814

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of theCompany:

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover

of the Company

1 Hydraulic Pumps Valves and Others 2812 68%
2 Hydraulic Power Units 2812 32%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No. Name and Address of the Company CIN Holding/ Subsidiary/ Associate % of shares held Applicable Section of the Companies Act 2013
1 GROTEK ENTERPRISES PRIVATE LIMITED No. 16-C Doddanekundi Industrial Area II Phase Mahadevapura Bengaluru – 560048. U29220KA1997PTC023210 Subsidiary 100% 2(87)
2 CORETEC ENGINEERING INDIA PRIVATE LIMITED B-59 Dyavasandra Industrial Estate Mahadevapura Whitefield Road Bengaluru – 560048. U29246KA1998PTC023863 Subsidiary 100% 2(87)
3 YUFLOW ENGINEERING PRIVATE LIMITED C/o. Yuken India Limited B-80 2nd Cross 1st stage Peenya Industrial Area Bengaluru – 560058. U29120KA2002PTC120611 Subsidiary 100% 2(87)
4 *KOLBEN HYDRAULICS LIMITED SB-54 Ground Mezzanine and 1st Floor 1st stage 2nd Cross Peenya Industrial Area Bengaluru - 560058 U29119KA2007PLC043340 Subsidiary 85.92% 2(87)
5 SAI INDIA LIMITED No. 26-C Doddenakkundi Industrial Area Phase 1 Mahadevapura Post Bengaluru- 560048. U29120KA1989FLC010358 Associate 40% 2(6)
6 BOURTON CONSULTING (INDIA) PRIVATE LIMITED No.16 C Doddanekundi Industrial Area II Phase Mahadevapura Bengaluru - 560048 U74140KA2007PTC042384 Associate 29.54% 2(6)

* Kolben Hydraulics Limited is a subsidiary Company with effect from 01stJuly 2019.

IV. SHARE HOLDING PATTERN fiEQUITY SHARE CAPITAL BREAKUPAS PERCENTAGE OF TOTALEQUITYfi:

(i) Category-wise Share Holding:

Category code Category of shareholder No. of shares held at the beginning of the year 01.04.2019 No. of shares held at the end of the year 31.03.2020
Demat Physical Total % of total shares Demat Physical Total % of total shares % Change during the year
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(A) PROMOTER AND PROMOTER GROUP
(1) Indian
(a) Individual /HUF 108400 - 108400 0.90 108400 - 108400 0.90 -
(b) Central Government/ State Government(s) - - - - - - - - -
(c) Bodies Corporate 1391808 - 1391808 11.60 1391808 - 1391808 11.60 -
(d) Financial Institutions / Banks - - - - - - - - -
(e) Others - - - - - - - - -
Sub-Total A(1): 1500208 - 1500208 12.50 1500208 - 1500208 12.50 -
(2) Foreign - - - - - - - - -
(a) Individuals (NRIs/ Foreign Individuals) - - - - - - - - -
(b) Bodies Corporate 4800000 - 4800000 40.00 4800000 - 4800000 40.00 -
(c) Institutions - - - - - - - - -

 

(d) Qualified Foreign - - - - - - - - -
Investor
(e) Others - - - - - - - - -
Sub-Total A(2): 4800000 - 4800000 40.00 4800000 - 4800000 40.00 -
Total A=A(1)+A(2) 6300208 - 6300208 52.50 6300208 - 6300208 52.50 -
(B) PUBLIC SHAREHOLDING
(1) Institutions
(a) Mutual Funds /UTI 25644 2000 27644 0.23 - 2000 2000 0.02 (0.21)
(b) Financial Institutions / - 800 800 0.01 - - - - (0.01)
Banks
(c) Central Government / - - - - - - - - -
State Government(s)
(d) Venture Capital Funds - - - - - - - - -
(e) Insurance Companies - - - - - - - - -
(f ) Foreign Institutional - - - - 19500 - 19500 0.16 0.16
Investors
(g) Foreign Venture Capital - - - - - - - - -
Investors
(h) Qualified Foreign - - - - - - - - -
Investor
(i) Others - - - - - - - - -
Sub-Total B(1): 25644 2800 28444 0.24 19500 2000 21500 0.18 (0.06)
(2) Non-Institutions
(a) Bodies Corporate 1768055 2332 1770387 14.75 1308705 2332 1311037 10.92 (3.83)
(b) Individuals
(i) Individuals holding nominal share capital upto Rs.1 lakh 1887681 214302 2101983 17.52 1780977 179002 1959979 16.33 (1.19)
(ii) Individuals holding nominal share capital in excess of Rs.1 lakh 1643844 - 1643844 13.70 2180060 - 2180060 18.17 4.47
(c) Others - - - - - - - - -
1 Clearing Members 6887 6887 0.05 95987 95987 0.80 0.75
2 Non Resident Indians 26317 - 26317 0.21 26282 - 26282 0.22 0.01
3 NRI NON-REPATRIATION 30686 - 30686 0.26 34603 - 34603 0.29 0.03
4 TRUSTS 1900 - 1900 0.02 1900 - 1900 0.02 -
5 IEPF 71437 71437 0.60 68444 - 68444 0.57 (0.03)
6 NBFCs Registered with RBI 17907 17907 0.15 - - - - (0.15)
(d) Qualified Foreign Investor - - - - - - - - -
Sub-Total B(2): 5454714 216634 5671348 47.26 5496958 181334 5678292 47.32 0.06
Total B=B(1)+B(2): 5480358 219434 5699792 47.50 5516458 183334 5699792 47.50 -
Total (A+B): 11780566 219434 12000000 100.00 11816666 183334 12000000 100.00 -

 

(C) Shares held by custodians against which Depository Receipts have been issued - - - - - - - - -
(1) Promoter and Promoter Group - - - - - - - - -
(2) Public - - - - - - - - -
GRAND TOTAL (A+B+C): 11780566 219434 12000000 100 11816666 183334 12000000 100.00 -

(ii). Shareholding of Promoters:

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

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 % change in share Holding during The year
1 Yuken Kogyo Co. Ltd 4800000 40.00 - 4800000 40.00 - -
2 Benefic Investment And Finance Company Pvt Ltd 1391808 11.60 - 1391808 11.60 - -
3 C P Rangachar 84400 0.70 - 84400 0.70 - -
4 Vidya Rangachar 16000 0.13 - 16000 0.13 - -
5 Madhuri Rangachar 8000 0.07 - 8000 0.07 - -
Total 6300208 52.50 - 6300208 52.50 -

(iii). Change in Promoters' Shareholding:

Sl. No. Particulars Shareholding at the beginning of the year

Cumulative Shareholding at the end of the Year

No. of shares % of total shares of the Company Increased During the year Decreased During the Year No. of shares % of total shares of the Company
1 Yuken Kogyo Co. Ltd 4800000 40.00 - - 4800000 40.00
2 Benefic Investment And Finance Company Pvt Ltd 1391808 11.60 - - 1391808 11.60
3 C P Rangachar 84400 0.70 - - 84400 0.70
4 Vidya Rangachar 16000 0.13 - - 16000 0.13
5 Madhuri Rangachar 8000 0.07 - - 8000 0.07
Total 6300208 52.50 - - 6300208 52.50

Note: There is no changes in the Promoter's shareholding during the financial year2019-20.

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

Sl. No. Name of the Share Holder

Shareholding at the beginning of the Year

Shareholding at the end year

No of Shares % of total shares of the Company Date Increase/ (Decrease) in share holding Reason Cumulative Shareholding during the Year No of Shares % of total shares of the Company
1 GKK CAPITAL MARKETS PRIVATE LIMITED - - 01/04/2019

Opening Balance

- 426500 3.55
01/11/2019 117699 Purchase 117699
08/11/2019 59000 Purchase 176699
15/11/2019 56200 Purchase 232899
22/11/2019 (232899) Sale -
21/02/2020 2500 Purchase 2500
28/02/2020 (2298) Sale 202
13/03/2020 (202) Sale -
27/03/2020 426500 Purchase 426500
31/03/2020

Closing Balance

426500
2 FAZAL NABI SHAIK - - 01/04/2019

Opening Balance

- 215000 1.79
11/10/2019 59900 Purchase 59900
18/10/2019 155000 Purchase 214900
25/10/2019 100 Purchase 215000
31/03/2020

Closing Balance

215000
3 ANIL BHAVANJI SHAH 203952 1.70 01/04/2019

Opening Balance

203952 203952 1.70
31/03/2020

Closing Balance

203952
4 KCP SUGAR AND INDUSTRIES CORPORATION LIMITED 188864 1.57 01/04/2019

Opening Balance

188864 188864 1.57
31/03/2020

Closing Balance

188864
5 FAZAL NABI SHAIK 5727 0.05 30/03/2019

Opening Balance

5727 146992 1.22
20/09/2019 302964 Purchase 308691
30/09/2019 (308691) Sale -
08/11/2019 144669 Purchase 144669
31/03/2020 2323 Purchase 146992
31/03/2020

Closing Balance

146992
6 GEETA CHETAN SHAH - - 01/04/2019

Opening Balance

- 133608 1.11
26/04/2019 40000 Purchase 40000
10/05/2019 25000 Purchase 65000
26/07/2019 (65000) Sale -
23/08/2019 85000 Purchase 85000
15/11/2019 28608 Purchase 113608
22/11/2019 20000 Purchase 133608
31/03/2020

Closing Balance

133608
7 SALIM PYARLI GOVANI 135284 1.13 01/04/2019

Opening Balance

135284 122584 1.02
31/12/2019 (2700) Sale 132584
31/03/2020 (10000) Sale 122584
31/03/2020

Closing Balance

122584
8 TEJAS VIDYADHARA RAO SETHI 108000 0.90 01/04/2019

Opening Balance

108000 108000 0.90
31/03/2020

Closing Balance

108000
9 SHIVSWAROOP GUPTA (HUF) 93268 0.78 01/04/2019

Opening Balance

93268 93268 0.78

 

31/03/2020

Closing Balance

93268
10 EVERMORE STOCK BROKERS - - 01/04/2019

Opening Balance

- 88489 0.73
PRIVATE LIMITED 17/01/2020 88489 Purchase 88489

Closing Balance

88489

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Particulars DPID Folio / Client-Id Shareholding at the beginning of the year Increased During the year Decreased During the Year Cumulative Shareholding during the Year
No. of shares No. of shares % of total shares of the Company
1 C P Rangachar IN300360 21003688 84400 - - 84400 0.70
2 Vidya Rangachar IN300360 21003670 16000 - - 16000 0.13
3 H M Narasinga Rao - YIL009000 1800 1800 0.02
& YIL011597
Total 102200 - - 102200 0.85

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment: Rs. in lakhs

Particulars Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 7660.64 1280.00 - 8940.64
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - 1.42 - 1.42
Total (i+ii+iii) 7660.64 1281.42 - 8942.06
Change in Indebtedness during the financial year
Addition 2300.16 - - 2300.16
Deletion (531.70) (770.82) - (1302.52)
Net Change 1768.46 (770.82) - 997.64
Indebtedness at the end of the financial year
i) Principal Amount 9429.10 509.18 9938.28
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 11.18 0.15 - 11.33
Total (i+ii+iii) 9440.28 509.33 - 9949.61

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sl. No. Particulars of Remuneration Total Amount (in Rs.)
1 Name C P Rangachar – Managing Director
2 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 4800000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 823876
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 -
3 Stock Option -
4 Sweat Equity -
5 Commission
- as % of profit 1% -
- others specify -
6 Others: Contribution to Super annuation fund PF and Insurance other funds 1296000
Total (A) 6919876

Ceiling as per the Act: In the scale of Rs. 350000/- to Rs. 700000/- per month as perthe provisions of the Companies Act 2013 and as approved by the shareholders.

B. Remuneration to other Directors: Amount in Rs.

Names of Directors

Sl. No. Particulars of Remuneration Mr. Hideharu Nagahisa Mr. R Srinivasan Capt. N S Mohanram Dr. Premchander Mr. Hidemi Yasuki Mrs. Vidya Rangachar Total Amount
1 Independent Directors
Fee for attending board meetings - 76000 92000 92000 - - 260000
Committee meetings - 96000 108000 128000 - - 332000
Commission - - -
Others please specify - - - - - - -
Total (1) - 172000 200000 220000 - - 592000
2 Other Directors
Fee for attending board meetings 20000 - - - 20000 92000 132000
Committee meetings - - - - - - -
Commission 37916 37917 37917 37917 37916 37917 227500
Others please specify - - - - - - -
Total (2) 57916 37917 37917 37917 57916 37917 359500
Grand Total=(1+2) 57916 209917 237917 257917 57916 129917 951500

Notes:

1. Remuneration to other Directors includes Sitting Fees and Commission.

2. Overall Ceiling as per the Act: Sitting Fee - Rs. 100000/- per Meeting andCommission maximum 1% of net profit of the Company.

3. All Non-Executive and Independent Directors are eligible for Commission of 1% on theNet profit of the Company but considering the economic slowdown and COVID-19 pandemicimpact on Company's Business the Members of the Nomination and Remuneration Committeeconsidered and approved for payment of 50% of the eligible amount of Commission for FY2019-20. The Net profit is calculated as per the provisions of Section 198 of theCompanies Act 2013.

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

Key Managerial Personnel
Sl. No. Particulars of Remuneration Mr. K Gopalkrishna Executive Director Mr. H M Narasinga Rao Chief Financial Officer Mr. A Venkatakrishnan Chief Operating Officer Mr. Vinayak Hegde Company Secretary Total Amount
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 5145342 4345092 2506092 547785 12544311
(b) Value of perquisites u/s17(2)
21600 21600 21600 - 64800
Income-tax Act 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: Contribution to Superannuation fund PF and Insurance 487620 395280 264060 44388 1191348
Total 5654562 4761972 2791752 592173 13800459

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

During the year under review no penalty was levied against the Company its Directorsor any of its Officers under the Companies Act 2013 and also there was no punishment orcompounding of offences against the Company its Directors or any of its Officer.

.