To,
The Shareholders of
Kokuyo Camlin Limited
Your Directors have pleasure in presenting the 76th Annual Report on the
business and operations of the Company together with the audited financial statements for
the financial year ended 31st March, 2023.
FINANCIAL RESULTS:
|
|
(Rs. In Lakhs) |
Particulars |
2022-2023 |
2021-2022 |
Gross Sales/Income from Business |
82579.32 |
54817.87 |
Less : Discount on Sales |
5085.00 |
3970.64 |
Net Sales/Income from Business |
77494.32 |
50847.23 |
Other Income |
207.93 |
71.21 |
Total Income |
77702.25 |
50918.44 |
Profit Before Interest, Depreciation and Tax |
5644.74 |
1721.98 |
Less : Interest |
444.97 |
425.49 |
Less : Depreciation |
1685.29 |
1769.34 |
Profit /(Loss) Before Tax |
3514.48 |
(472.85) |
Less : Provision for Tax |
|
|
- Current |
846.62 |
- |
- Deferred |
223.13 |
- |
- Prior Years (Net) |
- |
- |
Profit /(Loss) after Tax |
2444.73 |
(472.85) |
Balance carried to Balance Sheet |
|
|
Earnings per share (Basic) |
2.44 |
(0.47) |
Earnings per share (Diluted) |
2.44 |
(0.47) |
OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:
During the year, the Company reported gross sale/ income of 82579.32 Lakhs as compared
to 54817.87 Lakhs for the previous year reflecting a growth of 50.64% over the
corresponding period of the previous year. The Company has reported robust performance in
FY23. Fuelling this growth is the Companys thriving retail, modern trade and digital
channels, impressive distribution network and innovative products. The Company reported a
profit after tax of 2444.73 Lakhs for FY 2022-23 in comparison with a Loss after tax of
472.85 Lakhs for FY 2021-22.
DIVIDEND:
Considering the excellent performance of the Company during the financial year under
review, the Board of Directors of your Company is pleased to recommend the payment of
dividend on equity shares at the rate of 50% viz. 0.50 per equity share of 1/- each,
subject to the approval by the Shareholders at the ensuing Annual General meeting and the
payment is subject to deduction of tax at source as may be applicable. The Board has
recommended dividend based on the parameters laid down in the Dividend Distribution
Policy. The Dividend Distribution policy is available on the website of the Company at
https:// www.kokuyocamlin.com/policies.
The dividend would result in cash outflow of 5,01,51,903/-. This payment represents a
dividend payout ratio of 20.51%.
TRANSFER TO RESERVE:
The Board does not propose to transfer any amount to general reserve and has decided to
retain the entire amount of profit for the financial year 2022-23 in the profit and loss
account.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms an integral part of this report and is
presented separately. It gives details of the overall industry structure, economic
developments, performance and state of affairs of your Companys operations and their
adequacy, risk management systems and other material developments during the financial
year 2022-2023.
SHARE CAPITAL:
During the year under review, there was no change in the share capital structure and
the paid-up capital of the Company as on 31st March, 2023 was 1003.04 Lakhs.
CONSOLIDATED FINANCIALS STATEMENTS:
The Company does not have any subsidiary, associate or joint venture and hence, the
Company is not required to prepare Consolidated Financial Statements.
SUBSIDIARIES:
At present, the Company does not have any subsidiary. No new subsidiary was
incorporated or acquired by the Company during the year under review. Since the Company
does not have any subsidiary, associate or joint venture, Form AOC-1 pursuant to the
provisions of Section 129(3) of Companies Act, 2013 (the Act) is not applicable to your
Company.
DEPOSITS:
During the year under review, your Company has not accepted any deposits. There are no
unclaimed deposits as on date. The Company has filed with the Registrar of Companies (ROC)
the requisite returns for outstanding receipt of money / loan by the Company, which is not
considered as deposits.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
There are no material changes affecting the financial position of the Company
subsequent to the close of the FY 2022-23 till the date of this report. There is no change
in the nature of the business of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not granted any Loans, Guarantees or Investments during the financial
year ended 31st March, 2023.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - A".
RELATED PARTY TRANSACTIONS:
All related party transactions are placed before the Audit Committee as also the Board
for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted are audited and a statement giving details of
all related party transactions is placed before the Audit Committee and the Board of
Directors for their review/approval on a quarterly basis. All related party transactions
that were entered into during the financial year were on an arms length basis and were in
the ordinary course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, and Key Managerial Personnel
which may have a potential conflict with the interest of the Company at large.
Accordingly, the disclosure of related party transactions as required under Section 134
(3) (h) of the Act in Form AOC-2 is not applicable to your Company.
The details of transaction with related parties are provided in the accompanying
financial statements. The policy on related party transactions as approved by the Board is
uploaded on the Companys website at https://www.kokuyocamlin.com/policies.
CORPORATE GOVERNANCE REPORT:
Corporate Governance is all about ethical conduct, integrity and accountability. Good
Corporate Governance involves a commitment of the Company to run the business in a legal,
ethical and transparent manner and runs from the top and permeates throughout the
Organisation. It is a key element improving the economic efficiency of Organisation. As
per Listing Regulations, a separate section on Corporate Governance forms part of this
report. A Certificate from M/s. JHR & Associates, Secretarial Auditor confirming
compliance of Corporate Governance forms part of this Report. Certificate of the CEO and
CFO, confirming the correctness of the financial statements, compliance with the Companys
Code of Conduct and the Audit Committee in terms of Regulation 17 of the Listing
Regulations is attached in the Corporate Governance report and forms part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Re-appointment of Director retiring by Rotation
In terms of the provisions of the Act, Mr. Dilip D. Dandekar, Director of the Company,
retires by rotation at the ensuing Annual General meeting and being eligible, offers
himself for re-appointment. You are requested to appoint him. The profile of Mr. Dilip D.
Dandekar, seeking re-appointment forms part of the Notice.
Appointment / Re-appointment of Directors
Ms. Nandini Chopra was re-appointed as Non-Executive Independent Director by the Board
of Directors at its meeting held on 6th May, 2022 for a second term of five
consecutive years with effect from 3rd August, 2022 to 2nd August,
2027. The Board considered that her continued association would be of immense benefit to
the Company and it was desirable to continue to avail her services as an Independent
Director. The said re-appointment was approved by the Members by passing a special
resolution at the 75th Annual General meeting held on 29th June,
2022.
The Board of Directors at its meeting held on 31st January, 2023 approved
the re-appointment of Mr. Shriram S. Dandekar as ‘Vice-Chairman & Executive
Director, whose term expired on 31st January 2023, for the further period of
one (1) year with effect from 1st February, 2023 subject to approval of
Members. The said appointment was also approved by the Members by passing special
resolution through Postal Ballot on 30th March, 2023.
Further, Mr. Masaharu Inoue was appointed as Additional NonExecutive Director by the
Board at its meeting held on 12th May, 2023 to hold the office upto the
conclusion of ensuing Annual General Meeting. His proposed appointment as NonExecutive
Director forms part of the Notice of the ensuing Annual General Meeting for approval of
Members. You are requested to appoint him.
Cessation
During the year, Mr. Nobuchika Doi, Non-Executive Director and Mr. Yasuyuki Kanebako,
Non-Executive Independent Director, resigned with effect from 1st January,
2023. The Board placed on record its sincere appreciation for the valuable services
rendered by them during their tenure with the Company. Further, the disclosure of detailed
reasons for resignation of Mr. Yasuyuki Kanebako, Non-Executive Independent director along
with his confirmation that there was no material reasons, other than those provided by him
was submitted to the Stock Exchanges.
Further, Mr. Koji Higashiguchi has resigned as Non-Executive Director with effect from
close of business hours on 12th May, 2023. The Board appreciated the
contribution made by Mr. Higashiguchi.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Company
pursuant to Section 2(51) and Section 203 of the Act, read with rules framed thereunder:
1. Mr. Satish Veerappa - Manager designated as Chief Executive Officer
2. Mr. Chetan Badal - Chief Financial Officer
3. Ms. Hinal Chheda - Company Secretary & Compliance Officer (up to 12th
May, 2023)
The disclosure required under Section 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
"Annexure - B" forming an integral part of this report.
MEETINGS OF BOARD:
During the financial year 2022-23, five Board meetings were held, the details of which
are given in the Corporate Governance Report. The intervening gap between the meetings was
within the period prescribed under the Act.
COMMITTEES OF THE BOARD:
As on 31st March, 2023, the Board had five committees: Audit committee,
Corporate Social Responsibility committee, Remuneration and Nomination committee,
Stakeholders Relationship committee and Risk Management Committee. During the year, all
recommendations made by the committees were approved by the Board. A detailed note on the
composition of the Board and its committees is provided in the Corporate Governance
Report.
FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Listing Regulations, the Company has put in
place a familiarization program for the Independent Directors to familiarise them with
their role, rights and responsibilities as Directors, the working of the Company, nature
of the industry in which the Company operates, business model etc. The details of the
familiarization program are explained in the Corporate Governance Report.
The same is also available on the website of the Company and can be accessed by web
link https://www.kokuyocamlin.com/ policies.
PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to applicable provisions of the Act and the Listing Regulations, the Board has
carried out an annual evaluation of its own performance, its Committees and individual
Directors. Feedback from Directors was sought by way of structured questionnaire covering
various aspects of the Boards functioning viz. Board composition, Board procedure,
strategy, flow of information etc. and performance of Directors including but not limited
to knowledge, skills, contribution to the discussions, Independence etc. All the Directors
submitted their responses. Further, the Independent Directors had met separately without
the presence of Non-Independent Directors and the members of management and discussed the
performance evaluation of the Non-Independent Directors and the Board as a whole.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the applicable provisions
of the Act as well as Listing Regulations. In the opinion of the Board, all the
Independent Directors possess the integrity, expertise and experience including the
proficiency required to be Independent Directors of the Company.
The Independent Directors of the Company have registered themselves with the data bank
maintained by Indian Institute of Corporate Affairs (IICA).
REMUNERATION POLICY:
The Board has, on the recommendation of the Remuneration and Nomination Committee
framed a policy for selection, appointment and remuneration of Directors and KMPs. The
Remuneration Policy is stated in the Corporate Governance Report and is also available on
the website of the Company at https://www.kokuyocamlin.com/policies.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Act, your Directors to the
best of their knowledge and belief and according to the information and explanations
obtained by them, hereby confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st
March, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year ended 31st
March, 2023 and of the profit of the Company for the year ended on that date.
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135(1) of the Act, the Company has constituted Corporate Social
Responsibility (CSR) Committee. The Composition of the CSR Committee is disclosed
separately in the Corporate Governance report forming part of this Annual Report. The
Company has in place, the CSR policy which outlines Companys philosophy towards Companys
CSR program implementation. The CSR policy is available on the Companys website
https://www.kokuyocamlin.com/policies. However, during the year under review, the Company
was not required to spend on CSR activities as prescribed under Section 135(5) of the Act
due to losses in two out of three previous financial years. An annual report on CSR
containing details as required under rule 8(1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as "Annexure - C" and forms part
of this report.
AUDITORS & AUDITORS REPORT:
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139(2) of the Act read with Companies (Audit and
Auditors) Rules, 2014, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration
No.101248W/ W100022) were appointed as the Statutory Auditors of the Company for a second
term of five consecutive years to hold office from the conclusion of 75th
Annual General meeting held on 29th June, 2022 till the conclusion of 80th
Annual General meeting of the Company.
AUDITORS REPORT:
The observation of the Auditors in their report read with relevant notes to the
accounts are self-explanatory and therefore do not require further explanations. The
Auditors Report to the Members on the financial statements of the Company for the year
ended 31st March, 2023 does not contain any qualifications, reservations or
adverse remarks. There have been no instances of fraud reported by the Statutory Auditors
under Section 143 (12) of the Act and the Rules framed thereunder either to the Company or
to the Central Government.
SECRETARIAL AUDIT:
M/s. JHR & Associates, a firm of Company Secretaries were appointed as Secretarial
Auditor for the financial year 2022-23 pursuant to Section 204 of the Act. The Secretarial
Audit Report submitted by them in the prescribed form MR-3 is attached as "Annexure -
D" and forms part of this report.
There are no qualifications or observations or adverse remarks or disclaimer of the
Secretarial Auditors in the Secretarial Audit/Compliance Report issued by them for the
financial year 2022-23.
RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of
Share Capital Audit has been carried out at the specified period, by a Practicing Company
Secretary.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Act re-emphasizes the need for an effective Internal Financial Control System (IFC)
in the Company which should be adequate and shall operate effectively. To ensure effective
Internal Financial Controls, the Company has its own process driven framework for the year
ended 31st March, 2023.
The Board is of the opinion that the Company has sound IFC commensurate with the nature
and size of its business operations, wherein controls are in place and operating
effectively and no material weaknesses exist. The Company has a process in place to
continuously monitor the existing controls and identify gaps, if any, and implement new
and /or improved controls wherever the effect of such gaps would have a material effect on
the Companys operation.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
The Company was not required to transfer any amount to the Investor Education and
Protection Fund established by the Central Government (IEPF) during the financial year
2022-23.
TRANSFER OF SHARES TO IEPF:
The Company has not transferred any shares to IEPF during the financial year 2022-23.
Details of shares transferred prior to the financial year 2022-23 have been uploaded on
the website of IEPF as well as the Company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2023:
The Company is an equal opportunity employer and consciously strives to build a work
culture that promotes dignity of all employees. As required under the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and Rules framed thereunder, the Company has implemented a policy on prevention,
prohibition and redressal of sexual harassment at the workplace. All women, permanent,
temporary or contractual including those of service providers are covered under the
policy. An Internal Committee comprising management staff has been set up at office and
factory locations, which includes three women to redress complaints relating to sexual
harassment. The Committee also includes an outside woman representative from an NGO. No
case reported during the financial year 2022-23.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant or material orders passed by any regulator, tribunal or court
that would impact the going concern status of the Company and its future operations.
CODE OF ETHICS AND VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted code of ethics and business conduct which lays down principles
and standards that should govern the actions of the Company and employees. The Company has
a vigil mechanism called "Whistle Blower Policy" with a view to provide a
mechanism for employees of the Company to raise concerns of any violations of any legal or
regulatory requirement, incorrect or misrepresentation of any financial statements and
reports etc. The Company is committed to adhere to the highest standard of ethical, moral
and legal conduct of business operations.
The Company has taken steps to establish Vigil Mechanism for Directors and Employees of
the Company. The details of the Policy are posted on the website of the Company at https://www.kokuyocamlin.com/policies
PREVENTION OF INSIDER TRADING:
The Company has also adopted a code of conduct for prevention of insider trading. All
the Directors, Senior Management employees and other employees who have access to the
unpublished price sensitive information of the Company are governed by this code. During
the year under review, there has been due compliance with the said code of conduct for
prevention of insider trading based on the SEBI (Prohibition of Insider Trading)
Regulations, 2015.
INSURANCE:
The Companys plant, property, equipments and stocks are adequately insured against
major risks. The Company also has appropriate liability insurance covers particularly for
product liability. The Company has also taken Directors and Officers Liability Policy to
provide coverage against the liabilities arising on them.
RISK MANAGEMENT
We operate in a dynamic business scenario that gives rise to external and internal risk
factors. We have in place an integrated risk management approach called the ERM framework
for risk identification, assessment and reporting.
Your Company has constituted a Risk Management committee of the Board with delegated
responsibilities in relation to risk management processes within the Company. The said
committee is responsible for formulating a detailed risk management policy and its
implementation, putting in place a system for monitoring and evaluation of associated
risks etc. As required by the Risk Management policy, the Company initiates risk
identification and control testing exercise to provide briefing and reporting to the Board
through Risk Management Committee.
The Risk Management policy is implemented by various department heads who take the risk
ownership and monitor the risks on a periodical basis. The ERM Framework enables
achievement of strategic objectives by identifying, analysing, assessing, mitigating,
monitoring and governing any risk or potential threat to these company objectives.
Systematic and proactive identification of risks and mitigation thereof enables effective
and quick decision making and boosts the performance of the organisation. The ERM
framework acts as a decision enabler which not only seeks to minimise the impact of risks
but also enables effective resource allocation based on risk ranking and risk appetite.
Strategic decisions are being taken after careful consideration of risks.
There are no risks which in the opinion of the Board threatens the existence of the
Company. However, some of the risks which may pose challenges are set out in the
Management Discussion and Analysis Report which forms part of this Annual Report.
DISCLOSURE ON CONFIRMATION ON THE SECRETARIAL STANDARDS:
Your Directors confirm that the Secretarial Standards issued by the Institute of
Company Secretaries of India have been duly complied with.
ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, a copy of the annual return is
placed on the website of the Company and can be accessed at
https://www.kokuyocamlin.com/policies
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of Act read with Rule 5(2) &
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, will be provided upon request. In terms of Section
136 of Act, the Report and Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees particulars which is available for
inspection by the Members at the registered office of the Company during the business
hours on working days of the Company upto the date of ensuing Annual General meeting. If
Members are interested in obtaining a copy thereof, such member may write to company in
this regard at investorrelations@kokuyocamlin.com.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
Pursuant to regulation 34(2)(f) and other applicable provisions of the Listing
Regulations, separate section on the Business Responsibility & Sustainability Report
forms part of this report. Your Company was not falling under top 1000 listed entities
based on the market capitalization as on 31st March, 2022.
ACKNOWLEDGEMENT:
Your Directors express their gratitude to the members, bankers, customers, financial
institutions and other business constituents for their continued faith, assistance and
support extended to the Company. Your Directors also sincerely appreciate the high degree
of professionalism, commitment and dedication displayed by employees at all levels thereby
contributing largely to the growth and success of the Company.
Your Directors also wish to place on record their appreciation for the support and
guidance provided by its parent Company Kokuyo Co., Ltd. Japan.
|
For & on behalf of the Board |
Place: Mumbai |
Dilip D. Dandekar |
Dated: 12th May, 2023 |
Chairman & Non-Executive Director |
+91-9892691696
