Yuken India Ltd Directors Report.

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous years 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 20,789.52 29,018.74 24,622.27 34,503.05
Total expenditure 19,027.58 26,109.90 22,724.76 31,040.10
Profit/(Loss) before interest, depreciation and tax 1,761.94 2,908.84 1,897.51 3,462.95
Finance cost 917.95 629.28 1,088.09 788.78
Depreciation 426.65 329.44 756.49 619.90
Profit/(Loss) before Exceptional income and tax 417.34 1,950.12 52.93 2,054.27
Exceptional income - 13,047.82 - 13,047.82
Profit/(Loss) after Exceptional income & before tax 417.34 14,997.94 52.93 15,102.09
Provision for taxation (Net of deferred tax) (179.56) 3,180.20 (235.53) 3,206.11
Profit/(loss) after tax 596.90 11,817.74 288.46 11,895.98
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 11,797.64 278.13 11,918.46
Total comprehensive income attributable to Controlling interest - - 288.81 11,918.46
Balance in Statement of profit and loss 16,191.07 5,365.76 15,538.35 4,592.22
Amount available for appropriation 16,764.32 17,163.40 15,827.16 16,510.68
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 16,474.99 16,191.07 15,537.83 15,538.35

On Standalone basis, the Company has registered a net income of Rs 20,789.52 lakhs as compared to Rs. 29,018.74 lakhs of previous year. The total revenue is decreased due to economic slowdown in the year 2019-20 and on top of it, COVID-19 pandemic situation globally.

On Consolidated basis, the Company has registered net income of Rs. 24,622.27 lakhs as compared to Rs. 34,503.05 lakhs of previous year.

2. DIVIDEND:

Your Directors recommend payment of a dividend of 6% (Six percent) i.e. Rs. 0.60 (Sixty Paisa only) per equity share of Rs. 10/- each for the year ended 31st March, 2020, subject to the approval of the members at the ensuing Annual General Meeting.

3. IMPACT OF COVIDfi19 PANDEMIC ON COMPANYS 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, the Government of India declared a nation-wide lockdown on 23rd March, 2020, due to which the Company suspended its operations at all its factories and offices in compliance with the lockdown instructions issued by the Central and State Governments.

Considering the lockdown, the Company has suspended its operations at all manufacturing facilities and offices with effect from 24th March, 2020 to 04th May, 2020. The plant was operational from 05th May, 2020 with minimum employees and implemented Standard Operating Procedures (SOP) for safety of our employees like wearing of face masks, social distancing norms, workplace sanitation and awareness programmes. The Standard Operating Procedures are regularly reviewed and updated based on guidelines issued by Government Authorities from time to time.

COVID-19 pandemic has impacted the normal business operations by way of sales, production, supply chain disruptions, closure of customers site, suspension of travel and unavailability of personnel during the lockdown period.

For the quarter ended 31st March, 2020, COVID - 19 has impacted your Companys revenues, due to stoppage of work, logistic issues, pending for physical inspection 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, to increase the production and sales.

4. THE EXTRACT OF ANNUAL RETURN:

As per provisions of Section 92 (3) of the Companies Act, 2013 ("Act") read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time 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 the Company 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 meeting of Independent Directors was also held. The details of the meeting are furnished in the Corporate Governance Report.

6. COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Companies Act, 2013 that, they meet the criteria of independence as provided in Sub Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The Board is of the opinion that, the Independent Directors of the Company possesses requisite qualifications, experience and expertise in the field of finance, auditing, tax, economic, legal and Regulatory matters, Strategic thinking/planning, decision making, leadership, knowledge about Companys business and protect interest of all stakeholders.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as Director or key managerial personnel in listed companies or in an unlisted public company having a paid-up share capital of 10 crore or more for a period not less than 10 years, they are not required to undertake the proficiency test as per Rule 6(4) of the 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 the Directors, Key Managerial Personnel and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report.

As and when need arises for appointment of Director, the Nomination and Remuneration Committee (NRC) of the Company will determine the criteria based on the specific requirements. NRC while recommending candidature to the Board, will take into consideration 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 with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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, its Committees and Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman and Non- Executive Directors and other items as stipulated under the Listing Regulations.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There has been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations. All orders received by the Company during the year are of routine in nature which have no significant/material impact.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

LOANS:

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

Investments:

During the year under review, the Company has acquired 3,97,498 equity shares of Rs. 10/- each aggregating to Rs. 39,74,980/- (Rupees Thirty-Nine Lakhs Seventy-Four Thousand Nine Hundred and Eighty only) of Kolben Hydraulics Limited, after this acquisition with effective from 01st July, 2019, Kolben Hydraulics Limited became a Subsidiary Company.

During the year under review, the Company has invested Rs. 3,00,00,000 (Rupees Three Crores Only) comprising of 30,00,000 equity shares of Rs. 10/- in Core tec Engineering India Private Limited, Wholly Owned Subsidiary Company.

During the year under review, the Company has not granted any Corporate Guarantees to its Subsidiary/Associate Companies. However, existing Guarantees are renewed and outstanding balances of Corporate Guarantees as on 31st March, 2020 is as under.

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 1,100
2 Grotek Enterprises Private Limited HDFC Bank 600
Sumitomo Mitsui Banking Corporation 1,000

The above loans, guarantees and investments are within the limits prescribed under Section 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 General Reserve.

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 amount aggregating to Rs. 1.06 lakhs lying with the Company for a period of 7 (Seven) years pertaining to the financial year ended on 31st March, 2012 was transferred during 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 of Rs. 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 Investor Education and Protection Fund Authority (IEPF) during the financial year 2019-20. Details of 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 Affairs, Government of India, the Balance Sheet, the Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached to the Balance Sheet of the Company. The consolidated financial statements presented by the Company includes financial results of its Subsidiary and Associate Companies.

The Annual Accounts of the Subsidiary Companies are available on the website of the Company at http://www.yukenindia.com/report-result/ The details of financial performance of 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 4,613.18 2,410.07 476.39 11.83 2,049.34 41.05
FY 2018-19 6,935.77 3,098.26 535.28 4.27 2,661.50 71.87
Total expenditure
FY 2019-20 4,328.57 2,370.08 578.27 57.09 1,837.64 41.53
FY 2018-19 6,306.79 3,002.78 575.50 67.60 2,328.90 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 subsidiary Company.

Statement containing salient features of financial statements of subsidiaries and associate Companies in Form AOC-1 is enclosed herewith as ‘Annexure-2 forming part of this report.

14. RELATED PARTY TRANSACTIONS:

The Board of Directors has adopted a policy on Related Party Transactions. The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. All contracts or arrangements with related parties, entered into or modified during the financial year were at arms length basis and in the ordinary course of the Companys business.

Transactions with related parties, as per requirements of Indian Accounting Standard 24 are disclosed in the Note No. 44 of the Notes forming part of the financial statements in the Annual Report. Your Companys Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companys 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 Section 188(1) along with the justification for entering into such contracts or arrangements in Form 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 THE COMPANY 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 approved the draft Scheme of Amalgamation ("Scheme") of Yu flow Engineering Private Limited (Wholly Owned Subsidiary) with Yuken India Limited and their respective Shareholders & Creditors. Such Scheme was presented under Section 230 - 232 and other applicable provisions of the Companies Act, 2013 and the rules & regulations made there under. Appointed date is 01st April, 2020 or such other date as may be approved by Regional Director, Hyderabad or such other appropriate authorities.

Apart from this, there has been no other material changes and commitments, affecting the financial performance of the Company occurred between the end of the financial year of the 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 Rule 8(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 in the plant.

Power factor was maintained at 0.99 by identifying and replacing faulty capacitors, increasing the frequency of periodic/preventive maintenance of capacitor banks.

Installation of Servo Stabilizer in Shop floor and certain office lighting reduced maintenance cost and saving in energy. Reduction in total energy footprint through various capital projects ranging from installation of energy efficient pumps, solar street lights in walking area and factory areas, etc.

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

For natural lighting, transparent sheet has been installed in all the plants to reduce energy consumption.

To reduce the temperature inside the shop floor, various types of plants has been planted 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 new products and applications, improvement in operating efficiencies and reduction in manufacturing costs. The Company has developed certain pumps, valves etc., which are energy efficient and as per the customer requirements. The core idea of the Companys investments in R&D is to initiate product up gradations and to develop new products that 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 originally designed by Yuken Kogyo Co. Ltd., Japan.

ii. Several concepts of energy saving hydraulic power units have been designed to suit customer 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 Hydraulic Drives 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 your Company 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 through focused initiatives.

Focus on process improvements to enable the Company to penetrate into the export market.

(d) Expenditure on R&D

There is a continuous increase in R&D expenditure as the scope of activities carried 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 meet specific needs of customers and these have enabled us to extend our customer base to include a wider range of industries.

Indigenization is a continuous ongoing effort, Company is focusing on Make in India concept 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 from the 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 the meaning of the provisions of Chapter V – Acceptance of Deposits by Companies read with 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 of Companies the requisite returns for outstanding receipt of money/loan by the Company, which is not considered as deposits.

19. BOARD OF DIRECTORS:

The Board of Directors comprises of a combination of Executive/ Non-Executive Directors and Independent Directors who are professionals in their respective fields and bring in a wide 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 Director on 19th July, 2019 and re-designated as Director on 03rd September, 2019.

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

Capt. N S Mohanram - Non-Executive & Independent Director was re-appointed for a term 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 03rd September, 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 01st May, 2020 to 30th April, 2025. The Board recommends for the re-appointment as Managing Director at the ensuing Annual General Meeting.

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

Mr. Hidemi Yasuki, Non-Executive Director, retires by rotation and being eligible, offers 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 are Key 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 the Managements 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 and Disclosure Requirements) Regulations, 2015, a Risk Management Committee has been constituted by the Board. However, provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

Risks are identified by the respective departmental heads. Each Strategic Business Unit (SBU) & Corporate will carry out the Risk Assessment for each identified risk, as applicable 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 security of 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.

23. CORPORATE SOCIAL RESPONSIBILITY fi"CSR"fi INITIATIVES:

The Company has a Policy on Corporate Social Responsibility and has constituted a CSR Committee as required under the Act, for implementing the various CSR activities. Composition of the Committee and other details are provided in Corporate Governance Report. Education, Health Care, Environment, Rural Development, etc., are the focal areas under the CSR Policy.

The Company has implemented various CSR projects directly and/ or through implementing partners and the projects undertaken by the Company are in accordance with Schedule VII of the Act. The Company has spent an amount of Rs. 7,32,695/- for identified CSR activities during the financial year ending 31st March, 2020. A detailed Report on CSR is enclosed 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 and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) and 134 (5) of the Act, that:

(a) In the preparation of the annual accounts, 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 as at the end of the financial year and of the profit and loss of the Company for that period;

(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 as applicable to listed companies and 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 such systems were adequate and operating effectively.

25. SECRETARIAL STANDARDS:

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

26. COMMITTEES OF THE BOARD:

As on 31st March, 2020, the Board had 4 (Four) committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. A majority of the committees consists entirely of independent directors. 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, which forms part of this report.

27. WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism.

The Company has published the Whistle Blower Policy in its website, a web link of which is 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 PREVENTION, PROHIBITION AND REDRESSAL fi ACT 2013:

The Company has zero tolerance towards sexual harassment at the work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place 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 required under law, an internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. 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 have been 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 its stakeholders, c. Code of conduct to be followed by them and d. Companys policies and procedures.

31. DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197fi12fi OF THE COMPANIES ACT, 2013 READ WITH RULE 5fi1fi OF THE COMPANIES fi APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL fi RULES, 2014: a. Ratio of remuneration of each Director/KMP to the median employees remuneration and the percentage increase in the median remuneration of each Director, Chief Financial Officer, Chief Operating Officer, Company Secretary or Manager, if 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 69,19,876 1,01,84,420 (32.05) 10.04:1

 

Capt. N S Mohanram, Non-Executive, Independent Director 2,37,917 5,09,500 (53.30) 0.35:1
Mr. R Srinivasan, Non-Executive, Independent Director 2,09,917 5,49,500 (61.80) 0.30:1
Dr. Premchander, Non-Executive, Independent Director 2,57,917 4,89,500 (47.31) 0.37:1
Mrs. Vidya Rangachar, Non-Executive Director 1,29,917 4,49,500 (71.10) 0.19:1
Mr. Hideharu Nagahisa – Non Executive Director 57,916 3,59,500 (83.89) 0.08:1
Mr. Koichi Oba – Non Executive Director, resigned w.e.f 19.07.2019 - 3,59,500 - -
Mr. Hidemi Yasuki – Non Executive Director, appointed w.e.f 19.07.2019 57,916 - - 0.08:1
Mr. Kenichi Takaku – Non Executive Director, appointed w.e.f 09.05.2020 - - - -
Mr. K Gopalkrishna – Executive Director 56,54,562 62,96,468 (10.19) 8.21:1
Mr. H M Narasinga Rao – Chief Financial Officer 47,61,972 54,18,128 (12.11) 6.91:1
Mr. A Venkatakrishnan – Chief Operating Officer 27,91,752 31,03,908 (10.06) 4.05:1
Mr. Vinayak Hegde – Company Secretary 5,92,173 6,75,467 (12.33) 0.86:1

Notes:

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

2. Remuneration paid /payable to Managing Director and Non-Executive Directors for the financial 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 the Net profit of the Company, but considering the economic slowdown and COVID-19 pandemic impact on Companys Business, the Members of the Nomination and Remuneration Committee considered and approved for payment of 50% of the eligible amount of Commission for FY 2019-20. The Net profit is calculated as per the provisions of Section 198 of the Companies Act, 2013. b. The number of permanent employees on the rolls of the Company as on 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: The Profit after Tax for the financial year 2019-20 stood at Rs. 596.90 lakhs (excluding comprehensive 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 the performance of the Company: Overall remuneration of Key Managerial Personnel for the year 2019-20 has decreased -19.31% whereas, the total revenue from the operations has decreased by -28.36% when compared to the previous year. Remuneration of the KMPs are as per the industry standards.

f. Details of share price and market capitalization:

(i) The details of variation in the market capitalization and price earnings ratio as at 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 the Company as compared to the rate at which the Company came out with the last public offer in the year: The Company had come out with Initial Public Offer ("IPO") in the year 1991. An amount of Rs. 10/- invested in the said IPO would be worth Rs. 325 as on 31st March, 2020 indicating a Compounded Annual Growth Rate of 12.75 %. This is excluding the dividend received/accrued thereon.

g. Average percentage increase/(Decrease) already made in the salaries of employees other than the key managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Percentage decrease of salaries of employees other than the key managerial personnel in the financial year: -11.93% as compared to previous year.

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

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

Directors are paid commission calculated on the basis of net profits of the Company under the provisions of Section 197 of the Companies Act, 2013 and based on the Nomination and Remuneration Policy of the Company. The Directors are eligible for the commission on the 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 employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: NIL

It is hereby affirmed that the remuneration paid to the Directors is as per the Nomination 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 year, 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 for any part of the year, at a rate which, in the aggregate, was not less than Rs. 8.50 lakhs per month - NIL iii. Employed throughout the financial year or part thereof, was in receipt of remuneration in the year in excess of that drawn by the managing Director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company – NIL

32. 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. 15,00,00,000 consisting of 1,50,00,000 Equity Shares of Rs. 10/- each and paid up equity share capital of the Company is Rs. 12,00,00,000 consisting of 1,20,00,000 equity shares of Rs. 10/- each as on 31st March, 2020. During the year under review, Company has not issued any shares or any convertible instruments.

33. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, 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 the financial year 2020-21. Your Directors proposed to ratify the remuneration payable to them for the financial year 2020-21 at the ensuing Annual General Meeting. A resolution seeking Members approval for remuneration payable to Cost Auditor forms part of the Notice of the Annual 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 the Companies (Audit and Auditors) Rules, 2014, M/s. Walker Chandiok and Co., LLP, Chartered Accountants (Firm Registration No.001076N / N500013), were appointed as Statutory Auditors of the Company for a term of 5 years and to hold the office up to the conclusion of 46th Annual General Meeting of the Company to be held in the year 2022.

There are no qualifications in their report for the financial year ended 31st March, 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 made there under, the Board of Directors has appointed M/s. Joseph & Chacko LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for FY 2019-20. The Secretarial Auditors Report for FY 2019-20 does not contain any qualifications. The Report of the Secretarial Audit is annexed herewith as ‘Annexure 5 forming part of this report.

The Board of Directors have re-appointed M/s. Joseph & Chacko LLP, Company Secretary 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 report on Corporate Governance along with a Certificate from the Statutory Auditors on compliance of Corporate Governance is attached as ‘Annexure -6 forming part of this report. The certificate does not contain any qualifications.

37. BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34 of SEBI (LODR) Regulations, the business Responsibility Report for the year 2019-20 describing the initiatives taken from environment, social and governance 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 setting out an analysis of business including the industry scenario, performance, financial analysis and risk mitigation. Refer page No. 08.

39. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard Ind AS-110 on "Consolidated Financial Statements" read with Accounting Standard Ind AS-28 on "Accounting for Investments in Associates", the audited Consolidated Financial Statements are provided 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 other similar expressions as they relate to your Company and / or its business are intended to identify such forward-looking statements. Your Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performance or achievements could differ materially from those expressed or implied in such forward looking statements. This report should be read in conjunction with the financial statements included herein and notes thereto.

41. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to the Customers, bankers, business associates, consultants, Regulatory authorities, Stock Exchanges, various Government Authorities and all the stakeholders for their continued support extended to your Companys activities during the year. Your Directors also acknowledge their gratitude to the Shareholders of the Company, for their continuous support and confidence reposed on the Company. Your Directors wish to place on record their appreciation of the dedicated and 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 the Company:

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 01st July, 2019.

IV. SHARE HOLDING PATTERN fiEQUITY SHARE CAPITAL BREAKUPAS PERCENTAGE OF TOTAL EQUITYfi:

(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 1,08,400 - 1,08,400 0.90 1,08,400 - 1,08,400 0.90 -
(b) Central Government/ State Government(s) - - - - - - - - -
(c) Bodies Corporate 13,91,808 - 13,91,808 11.60 13,91,808 - 13,91,808 11.60 -
(d) Financial Institutions / Banks - - - - - - - - -
(e) Others - - - - - - - - -
Sub-Total A(1): 15,00,208 - 15,00,208 12.50 15,00,208 - 15,00,208 12.50 -
(2) Foreign - - - - - - - - -
(a) Individuals (NRIs/ Foreign Individuals) - - - - - - - - -
(b) Bodies Corporate 48,00,000 - 48,00,000 40.00 48,00,000 - 48,00,000 40.00 -
(c) Institutions - - - - - - - - -

 

(d) Qualified Foreign - - - - - - - - -
Investor
(e) Others - - - - - - - - -
Sub-Total A(2): 48,00,000 - 48,00,000 40.00 48,00,000 - 48,00,000 40.00 -
Total A=A(1)+A(2) 63,00,208 - 63,00,208 52.50 63,00,208 - 63,00,208 52.50 -
(B) PUBLIC SHAREHOLDING
(1) Institutions
(a) Mutual Funds /UTI 25,644 2,000 27,644 0.23 - 2,000 2,000 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 - - - - 19,500 - 19,500 0.16 0.16
Investors
(g) Foreign Venture Capital - - - - - - - - -
Investors
(h) Qualified Foreign - - - - - - - - -
Investor
(i) Others - - - - - - - - -
Sub-Total B(1): 25,644 2,800 28,444 0.24 19,500 2,000 21,500 0.18 (0.06)
(2) Non-Institutions
(a) Bodies Corporate 17,68,055 2,332 17,70,387 14.75 13,08,705 2,332 13,11,037 10.92 (3.83)
(b) Individuals
(i) Individuals holding nominal share capital upto Rs.1 lakh 18,87,681 2,14,302 21,01,983 17.52 17,80,977 1,79,002 19,59,979 16.33 (1.19)
(ii) Individuals holding nominal share capital in excess of Rs.1 lakh 16,43,844 - 16,43,844 13.70 21,80,060 - 21,80,060 18.17 4.47
(c) Others - - - - - - - - -
1 Clearing Members 6,887 6,887 0.05 95,987 95,987 0.80 0.75
2 Non Resident Indians 26,317 - 26,317 0.21 26,282 - 26,282 0.22 0.01
3 NRI NON-REPATRIATION 30,686 - 30,686 0.26 34,603 - 34,603 0.29 0.03
4 TRUSTS 1,900 - 1,900 0.02 1,900 - 1,900 0.02 -
5 IEPF 71,437 71,437 0.60 68,444 - 68,444 0.57 (0.03)
6 NBFCs Registered with RBI 17,907 17,907 0.15 - - - - (0.15)
(d) Qualified Foreign Investor - - - - - - - - -
Sub-Total B(2): 54,54,714 2,16,634 56,71,348 47.26 54,96,958 1,81,334 56,78,292 47.32 0.06
Total B=B(1)+B(2): 54,80,358 2,19,434 56,99,792 47.50 55,16,458 1,83,334 56,99,792 47.50 -
Total (A+B): 1,17,80,566 2,19,434 1,20,00,000 100.00 1,18,16,666 1,83,334 1,20,00,000 100.00 -

 

(C) Shares held by custodians, against which Depository Receipts have been issued - - - - - - - - -
(1) Promoter and Promoter Group - - - - - - - - -
(2) Public - - - - - - - - -
GRAND TOTAL (A+B+C): 1,17,80,566 2,19,434 1,20,00,000 100 1,18,16,666 1,83,334 1,20,00,000 100.00 -

(ii). Shareholding of Promoters:

Sl. No. Shareholders 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 48,00,000 40.00 - 48,00,000 40.00 - -
2 Benefic Investment And Finance Company Pvt Ltd 13,91,808 11.60 - 13,91,808 11.60 - -
3 C P Rangachar 84,400 0.70 - 84,400 0.70 - -
4 Vidya Rangachar 16,000 0.13 - 16,000 0.13 - -
5 Madhuri Rangachar 8,000 0.07 - 8,000 0.07 - -
Total 63,00,208 52.50 - 63,00,208 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 48,00,000 40.00 - - 48,00,000 40.00
2 Benefic Investment And Finance Company Pvt Ltd 13,91,808 11.60 - - 13,91,808 11.60
3 C P Rangachar 84,400 0.70 - - 84,400 0.70
4 Vidya Rangachar 16,000 0.13 - - 16,000 0.13
5 Madhuri Rangachar 8,000 0.07 - - 8,000 0.07
Total 63,00,208 52.50 - - 63,00,208 52.50

Note: There is no changes in the Promoters shareholding during the financial year 2019-20.

(iv). Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders 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

- 4,26,500 3.55
01/11/2019 1,17,699 Purchase 1,17,699
08/11/2019 59,000 Purchase 1,76,699
15/11/2019 56,200 Purchase 2,32,899
22/11/2019 (2,32,899) Sale -
21/02/2020 2,500 Purchase 2,500
28/02/2020 (2,298) Sale 202
13/03/2020 (202) Sale -
27/03/2020 4,26,500 Purchase 4,26,500
31/03/2020

Closing Balance

4,26,500
2 FAZAL NABI SHAIK - - 01/04/2019

Opening Balance

- 2,15,000 1.79
11/10/2019 59,900 Purchase 59,900
18/10/2019 1,55,000 Purchase 2,14,900
25/10/2019 100 Purchase 2,15,000
31/03/2020

Closing Balance

2,15,000
3 ANIL BHAVANJI SHAH 2,03,952 1.70 01/04/2019

Opening Balance

2,03,952 2,03,952 1.70
31/03/2020

Closing Balance

2,03,952
4 KCP SUGAR AND INDUSTRIES CORPORATION LIMITED 1,88,864 1.57 01/04/2019

Opening Balance

1,88,864 1,88,864 1.57
31/03/2020

Closing Balance

1,88,864
5 FAZAL NABI SHAIK 5,727 0.05 30/03/2019

Opening Balance

5,727 1,46,992 1.22
20/09/2019 3,02,964 Purchase 3,08,691
30/09/2019 (3,08,691) Sale -
08/11/2019 1,44,669 Purchase 1,44,669
31/03/2020 2,323 Purchase 1,46,992
31/03/2020

Closing Balance

1,46,992
6 GEETA CHETAN SHAH - - 01/04/2019

Opening Balance

- 1,33,608 1.11
26/04/2019 40,000 Purchase 40,000
10/05/2019 25,000 Purchase 65,000
26/07/2019 (65,000) Sale -
23/08/2019 85,000 Purchase 85,000
15/11/2019 28,608 Purchase 1,13,608
22/11/2019 20,000 Purchase 1,33,608
31/03/2020

Closing Balance

1,33,608
7 SALIM PYARLI GOVANI 1,35,284 1.13 01/04/2019

Opening Balance

135,284 1,22,584 1.02
31/12/2019 (2,700) Sale 1,32,584
31/03/2020 (10,000) Sale 1,22,584
31/03/2020

Closing Balance

1,22,584
8 TEJAS VIDYADHARA RAO SETHI 1,08,000 0.90 01/04/2019

Opening Balance

1,08,000 1,08,000 0.90
31/03/2020

Closing Balance

1,08,000
9 SHIVSWAROOP GUPTA (HUF) 93,268 0.78 01/04/2019

Opening Balance

93,268 93,268 0.78

 

31/03/2020

Closing Balance

93,268
10 EVERMORE STOCK BROKERS - - 01/04/2019

Opening Balance

- 88,489 0.73
PRIVATE LIMITED 17/01/2020 88,489 Purchase 88,489

Closing Balance

88,489

(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 84,400 - - 84,400 0.70
2 Vidya Rangachar IN300360 21003670 16,000 - - 16,000 0.13
3 H M Narasinga Rao - YIL009000 1,800 1,800 0.02
& YIL011597
Total 1,02,200 - - 1,02,200 0.85

V. INDEBTEDNESS:

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

Particulars Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 7,660.64 1,280.00 - 8,940.64
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - 1.42 - 1.42
Total (i+ii+iii) 7,660.64 1,281.42 - 8,942.06
Change in Indebtedness during the financial year
Addition 2,300.16 - - 2,300.16
Deletion (531.70) (770.82) - (1,302.52)
Net Change 1,768.46 (770.82) - 997.64
Indebtedness at the end of the financial year
i) Principal Amount 9,429.10 509.18 9,938.28
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 11.18 0.15 - 11.33
Total (i+ii+iii) 9,440.28 509.33 - 9,949.61

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 48,00,000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 8,23,876
(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 12,96,000
Total (A) 69,19,876

Ceiling as per the Act: In the scale of Rs. 350,000/- to Rs. 700,000/- per month as per the 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 - 76,000 92,000 92,000 - - 2,60,000
Committee meetings - 96,000 108,000 1,28,000 - - 3,32,000
Commission - - -
Others, please specify - - - - - - -
Total (1) - 1,72,000 2,00,000 2,20,000 - - 5,92,000
2 Other Directors
Fee for attending board meetings 20,000 - - - 20,000 92,000 1,32,000
Committee meetings - - - - - - -
Commission 37,916 37,917 37,917 37,917 37,916 37,917 2,27,500
Others, please specify - - - - - - -
Total (2) 57,916 37,917 37,917 37,917 57,916 37,917 3,59,500
Grand Total=(1+2) 57,916 2,09,917 2,37,917 2,57,917 57,916 1,29,917 9,51,500

Notes:

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

2. Overall Ceiling as per the Act: Sitting Fee - Rs. 100,000/- per Meeting and Commission maximum 1% of net profit of the Company.

3. All Non-Executive and Independent Directors are eligible for Commission of 1% on the Net profit of the Company, but considering the economic slowdown and COVID-19 pandemic impact on Companys Business, the Members of the Nomination and Remuneration Committee considered and approved for payment of 50% of the eligible amount of Commission for FY 2019-20. The Net profit is calculated as per the provisions of Section 198 of the Companies Act, 2013.

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

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 51,45,342 43,45,092 25,06,092 5,47,785 1,25,44,311
(b) Value of perquisites u/s17(2)
21,600 21,600 21,600 - 64,800
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 4,87,620 3,95,280 2,64,060 44,388 11,91,348
Total 56,54,562 47,61,972 27,91,752 5,92,173 1,38,00,459

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

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