Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on May 06, 2024 >>   ABB 6942.3 [ 3.64 ]ACC 2490.75 [ -1.71 ]AMBUJA CEM 605.95 [ -2.62 ]ASIAN PAINTS 2932.2 [ 0.16 ]AXIS BANK 1144.15 [ 0.27 ]BAJAJ AUTO 9048.65 [ -0.55 ]BANKOFBARODA 265.75 [ -3.71 ]BHARTI AIRTE 1283.35 [ 0.52 ]BHEL 289 [ -5.28 ]BPCL 610.05 [ -3.14 ]BRITANIAINDS 5061.6 [ 6.67 ]CIPLA 1423.4 [ -0.09 ]COAL INDIA 460.45 [ -3.02 ]COLGATEPALMO 2859.65 [ 2.36 ]DABUR INDIA 530.85 [ -0.08 ]DLF 887.05 [ 1.02 ]DRREDDYSLAB 6300.8 [ -0.77 ]GAIL 197.7 [ -2.99 ]GRASIM INDS 2452.6 [ -1.20 ]HCLTECHNOLOG 1359.75 [ 0.89 ]HDFC 2729.95 [ -0.62 ]HDFC BANK 1522.8 [ 0.27 ]HEROMOTOCORP 4509.3 [ -0.83 ]HIND.UNILEV 2255.35 [ 1.80 ]HINDALCO 638.5 [ -1.32 ]ICICI BANK 1148.8 [ 0.60 ]IDFC 118.1 [ -1.09 ]INDIANHOTELS 570.95 [ 0.01 ]INDUSINDBANK 1498.35 [ 1.06 ]INFOSYS 1425.8 [ 0.66 ]ITC LTD 434.6 [ -0.38 ]JINDALSTLPOW 936.6 [ 0.54 ]KOTAK BANK 1624.75 [ 5.01 ]L&T 3462.1 [ -1.06 ]LUPIN 1679.75 [ 1.48 ]MAH&MAH 2224.7 [ 1.45 ]MARUTI SUZUK 12433.15 [ -0.46 ]MTNL 36.62 [ -3.76 ]NESTLE 2458 [ 0.10 ]NIIT 103.35 [ -1.05 ]NMDC 269.25 [ 0.06 ]NTPC 356.65 [ -2.31 ]ONGC 282 [ -1.40 ]PNB 127.1 [ -6.41 ]POWER GRID 306.9 [ -1.22 ]RIL 2839 [ -1.03 ]SBI 807.75 [ -2.86 ]SESA GOA 410.6 [ -1.10 ]SHIPPINGCORP 215.35 [ -2.78 ]SUNPHRMINDS 1529.7 [ 1.41 ]TATA CHEM 1082.85 [ -0.72 ]TATA GLOBAL 1098.3 [ 0.40 ]TATA MOTORS 1015.8 [ 0.20 ]TATA STEEL 167.6 [ 0.69 ]TATAPOWERCOM 446.15 [ -1.86 ]TCS 3920.7 [ 2.12 ]TECH MAHINDR 1262.3 [ 1.01 ]ULTRATECHCEM 9778.15 [ -0.39 ]UNITED SPIRI 1229.85 [ 1.79 ]WIPRO 458.25 [ 0.31 ]ZEETELEFILMS 136.65 [ -4.47 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 522108ISIN: INE384C01016INDUSTRY: Electric Equipment - Gensets/Turbines

BSE   ` 1282.40   Open: 1360.00   Today's Range 1261.35
1360.00
-70.20 ( -5.47 %) Prev Close: 1352.60 52 Week Range 560.00
1483.10
Year End :2018-03 

The Directors have pleasure in presenting their 42nd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.

The Company has adopted Indian accounting standard ('Ind As') and accordingly financial results along with the comparatives have been prepared in accordance with the measurement principles stated therein as prescribed by the Ministry of Corporate Affairs on February 16, 2015, under Section 133 of the Companies Act, 2013 ("the Act") read with relevant rules issued there under and the other accounting principles generally accepted in India.

1. FINANCIAL RESULTS

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

Financial Highlights: (Rs. In Lakhs)

Particulars

Standalone

Consolidated

Year ended

Year ended

Year ended

Year ended

31.03.2018

31.03.2017

31.03.2018

31.03.2017

Gross Income

23,862.52

21,805.85

27,699.22

23,418.82

Less: Excise Duty

541.65

2,190.64

639.55

2,374.47

Net Income

23,320.87

19,615.21

27,059.67

21,044.35

Total expenditure

20,976.69

18,532.10

24,527.47

20,331.33

Profit/(Loss) before interest, depreciation and tax

2,344.18

1,083.11

2,532.20

713.02

Finance cost

714.47

629.23

814.17

668.27

Depreciation

308.72

387.72

555.51

538.64

Profit/(Loss) before Exceptional items and tax

1,320.99

66.16

1,162.52

(493.89)

Exceptional items*

-

328.23

-

328.23

Profit/(Loss) after Exceptional items & before tax

1,320.99

(262.07)

1,162.52

(822.12)

Provision for taxation (Net of deferred tax)

452.26

(341.14)

446.74

(323.54)

Profit/(loss) after tax

868.73

79.07

715.78

(498.58)

Share of Profit/(Loss) of associates

-

-

(5.06)

34.07

Net comprehensive income for the year

(8.42)

(31.75)

(3.66)

(19.92)

Total comprehensive income for the year

860.31

47.32

707.06

(484.43)

Balance in Statement of profit and loss

4,541.58

4,530.37

3,921.28

4,441.82

Amount available for appropriation

5,401.89

4,577.69

4,628.34

3,957.39

Appropriations:

Equity dividend paid

(30.00)

(30.00)

(30.00)

(30.00)

Tax on Equity Dividend

(6.13)

(6.11)

(6.13)

(6.11)

Balance carried to Balance Sheet

5,365.76

4,541.58

4,592.22

3,921.28

*The above exceptional item of Rs. 328 lakhs includes additional depreciation charged for the year ended 31st March 2017, due to change in the useful life of buildings at Whitefield factory - net of salvage value of building and gain on sale of Foundry Business.

The Company has registered a net income of Rs. 23,320.87 lakhs as compared to Rs. 19,615.21 lakhs of previous year. The Company has registered a growth of 19% over the previous year.

2. DIVIDEND:

Your Directors recommend payment of a dividend of 20% on equity shares of the Company for the year ended 31st March, 2018, subject to the approval of the members at the ensuing Annual General Meeting.

3. THE EXTRACT OF ANNUAL RETURN:

The extract of Annual Return for the financial year 2017-18 pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in 'Annexure-1' forming part of this report.

4. BOARD MEETINGS HELD DURING THE YEAR:

During the year, 5 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.

5. 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 act that, they meet the criteria of independence as provided in Sub-Section 149 of the Act and also under the SEBI(Listing obligation and Disclosure Requirements) Regulations,2015(Listing Regulations).

6. 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 to appoint Director, the Nomination and Remuneration Committee (NRC) of the Company will determine the criteria based on the specific requirements.

A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act. Read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is forming part of this report.

7. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Nomination and Remuneration Committee of the Company has formulated a criteria for evaluation of the Board Members. Accordingly performance evaluation of the Board and its members has been carried out.

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

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

Loans & Investments:

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

Corporate Guarantee:

During the year under review, the Company granted the following Corporate Guarantees to its subsidiary Companies.

(Rs. in lakhs)

Particulars

Bank

Amount (Rs.)

Coretec Engineering India

HDFC Bank

750

Private Limited (Subsidiary)

Sumitomo Mitsui Banking Corporation

600

Grotek Enterprises Private

HDFC Bank,

500

Limited (Subsidiary)

The above loans, guarantees and investments are within the limits prescribed under Section 186 of the Companies Act, 2013.

10. 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 Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the respective Subsidiary Companies. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies.

The details of financial performance of Subsidiaries and Associate Companies are furnished as under:

(Rs. in lakhs)

Particulars

Coretec Engineering India Pvt. Ltd. (Subsidiary)

Yuflow Engineering Pvt. Ltd. (Subsidiary)

Grotek Enterprises Pvt. Ltd. (Subsidiary)

Sai India Ltd (Associate) (Unaudited)

Kolben

Hydraulics

Ltd.

(Associate)

Bourton Consulting (India) Pvt. Ltd. (Associate)

Total Income FY 2017-18

2,329.47

9.18

5,228.00

2,016.80

329.97

69.96

FY 2016-17

1,219.94

836.24

2,084.42

2,296.65

347.61

63.27

Total expenditure FY 2017-18

2,145.57

28.40

5,096.75

1,826.58

349.09

61.40

FY 2016-17

1,129.64

1,067.35

2,280.66

2,029.10

328.13

56.70

Profit/(Loss) before interest, depreciation and tax FY 2017-18

183.90

(19.22)

131.25

190.22

(19.12)

8.56

FY 2016-17

90.30

(231.11)

(196.24)

267.55

19.48

6.57

Finance cost FY 2017-18

59.10

1.81

110.42

83.27

1.94

FY 2016-17

13.02

26.02

19.96

92.98

2.02

-

Depreciation FY 2017-18

42.15

204.65

99.09

6.07

1.44

FY 2016-17

29.10

24.60

97.22

104.55

6.21

2.69

Profit before tax FY 2017-18

82.65

(21.03)

(183.82)

7.86

(27.13)

7.12

FY 2016-17

48.18

(281.73)

(313.42)

70.02

11.25

3.88

Provision for taxation (Net of deferred tax)

FY 2017-18

21.66

0.43

(28.09)

(1.69)

(5.17)

2.05

FY 2016-17

16.17

-

1.43

(1.88)

2.14

1.41

Other comprehensive income for the

period

FY 2017-18

3.26

1.04

FY 2016-17

1.80

-

10.06

-

-

-

Profit/(Loss) after tax(Including comprehensive income)

FY 2017-18

64.25

(21.46)

(154.69)

9.55

(21.96)

5.07

FY 2016-17

33.81

(281.73)

(304.80)

71.90

9.11

2.47

Earnings per share (in Rs.) FY 2017-18

9.84

(1.07)

(3.11)

1.06

(2.19)

4.02

FY 2016-17

5.17

(14.09)

(24.19)

7.99

0.91

1.96

Statement containing salient features of financial statements of subsidiaries and associate companies in form AOC-1 enclosed herewith as "Annexure 2" to this Report.

11. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract /arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The details of related party transactions as required under Ind AS-24 are set out in Note-52 to the standalone financial statements of the Company.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 is enclosed herewith as Annexure-3 to this report.

The Policy on Related Party Transactions as approved by the Board may be accessed on the Company's website, web link of which is as under:

http://www.yukenindia.com/wp-content/uploads/2016/02/

Related-Party-Transactions-Policy.pdf

12. AMOUNT, IF ANY, PROPOSED TO BE TRANSFERRED TO RESERVES:

During the year under review, the Company has not transferred any money towards General Reserve.

13. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND;

A. TRANSFER OF UNPAID DIVIDEND:

As required under Section 124 of the Act, the unclaimed dividend amount aggregating to Rs. 1.23 lakhs lying with the Company for a period of seven years pertaining to the financial year ended on March, 31 2010 was transferred during the financial year 2017-18 to the Investor Education and Protection Fund established by the Central Government.

B. TRANSFER OF SHARES:

As per the provisions of Section 124 of the Companies Act, 2013, 17,108 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to Investor Education and Protection Fund Authority (IEPF) during the financial year 2017-18. Details of shares transferred have been uploaded on the website of IEPF as well as Company.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There has been no material change and commitment, 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.

15. 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.

1. Conservation of Energy:

A. Steps taken or impact on conservation of energy:

- Replaced MHL lamps and CFL Lights by energy efficient LED lights.

- 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.

2. Foreign Exchange Earnings and Outgo:

A. Foreign Exchange Earnings:

(Rs. in lakhs)

Si

No

Particular

As on 31.03.2018

As on 31.03.2017

1

Export Sales

246.38

670.06

2

Other Income

9.20

4.31

B. Expenditure in Foreign Currency:

(Rs. in lakhs)

Si

No

Particular

As on 31.03.2018

As on 31.03.2017

1

Brand fee

90.47

80.32

2

Royalty

4.53

5.66

3

Others

31.66

19.95

C. Remittance in Foreign Currency on Account of:

(Rs. in lakhs)

Si

No

Particular

As on 31.03.2018

As on 31.03.2017

1

Dividend

12

12

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 requirement. The core idea of the Company's investments in R&D is to initiate product upgradations 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. Upgradation 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 process and steel industries.

(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.

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

- Strong focus on employee involvement to eliminate waste in operations through focused initiatives.

(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.

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

- Reduction of material cost.

- Quality improvement and improvement in 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

16. DETAILS OF CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company, during the year 2017-18.

17. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year.

18. 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 and experience.

The composition of Board is as under;

SI.

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. Hideharu Nagahisa

Non-Executive Director

6

Mr. Koichi Oba

Non-Executive Director

7

Mrs. Vidya Rangachar

Non-Executive Director

Mr. Osamu Tanaka and Mr. Shiro Hattori, Directors resigned from the post of Directorship of the Company with effect from 05th September, 2017. Board placed on the record of appreciation for valuable advice given by them during the tenure of directorship.

Mr. Hideharu Nagahisa and Mr. Koichi Oba appointed as additional Director of the Company with effect from 23rd August, 2017 and re designated as Director at the AGM held on 05th September 2017.

Mr. Hideharu Nagahisa, Non-Executive Director, retires by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

19. KEY MANAGERIAL PERSONNEL:

Pursuant provisions of Section 203 of the Companies Act, 2013, following persons are Key Managerial Person as on 31.03.2018:

SI.

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

VP Operations

5

Mr. Vinayak Hegde

Company Secretary

During the year under review, Mr. Subramanya Ullal, Chief Executive Officer resigned with effect from 15th February, 2018 and Ms. Sridevi Ch, Company Secretary resigned with effect from 12th February, 2018. Board placed on the record of appreciation for valuable advice given by them during the tenure of Key Managerial Person in the Company.

Mr. Vinayak Hegde was appointed as Company Secretary with effect from 12th February, 2018 and Mr. A Venkatakrishnan appointed as VP - Operations with effect from 15th February, 2018.

20. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company's management is responsible for establishing and maintaining an adequate system of internal controls over financial reporting. The Company has in place adequate systems of internal controls commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies. The observations arising out of audit are periodically reviewed and compliance ensured.

The Internal Audit Reports, observations and status of the implementation is submitted to the Audit Committee of the Board of Directors. The status of implementation of the recommendations is reviewed by the Committee on a regular basis and concerns, if any, are reported to the Board.

21. 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. The Company has in place, a Policy on Risk Management for the purpose of identification, assessment, handling, monitoring and dealing with various risks across the organization.

Risks are identified by the respective departmental heads. Each 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 adopted the following measures concerning the development and implementation of a Risk Management Policy during the year:

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; and

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.

22. DETAILS OF POLICY DEVELOPED, IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted a Corporate Social Responsibility Committee and developed a CSR Policy, in compliance with the provisions of Section 135 of the Companies Act, 2013, with the following objectives:

- To ensure an increased commitment at all levels in the Organization to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of the stakeholders.

- To directly or indirectly take up programs that benefit the communities over a period of time, in enhancing the quality of life and economic wellbeing of the society.

In accordance with the Company's CSR Policy, following are the areas on which the Company would like to focus for the purpose of CSR:

1. Education and

2. Environmental sustainability

In compliance with the CSR Policy, your Company has undertaken the following activities:

1. Rain water harvesting in all the plants of the Company.

2. The Company has appointed a Teacher to teach English and Computers in the Government Elementary School in Hedaginabele village of Kolar District.

3. The Company has given donation to Sarojini Educational and Voluntary Action Trust, which has been active in the field of rural development.

However, the CSR provisions are not applicable to the Company for the year 2017-18, it was not required to allocate / spend any funds towards CSR activities under the provisions of Section 135 of the Companies Act, 2013.

23. 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.

24. COMPOSITION OF AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act, 2013 read with Rules 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company's Board has constituted an Audit Committee with the following Directors:

Si

No

Name of the Member

Designation

1

Capt. N S Mohanram

Chairman

2

Mr. R Srinivasan

Member

3

Mr. C P Rangachar

Member

4

Dr. Premchander

Member

The above composition of the Audit Committee consists of three Independent Directors, who form the majority.

25. WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism to deal with the genuine concerns of the employees and Directors pertaining to the Company's interests and also provided direct access to the Chairman of the Audit Committee and the Vigilance Officer of the Company on reporting issues concerning the interests of the Company. The Company also has provided adequate safeguards against victimization of employees and Directors who are the whistle blowers.

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/2016/02/

Whistle-Blower-Policy.pdf

26. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION,PROHIBITION AND REDRESSAL) 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 thereunder. 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 2017-18, no complaint of sexual harassment has been received.

27. DETAILS OF REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements of the Company, during the year 2017-18.

28. FAMILIARISATION 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. Company's policies and procedures.

29. DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

a. Ratio of remuneration of each Director/KMP to the median employee's remuneration and the percentage increase in the median remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2017-18.

Name of the Director / KMP

Remuneration for financial year 2017-18 (in Rs.)

Remuneration for financial year 2016-17 (in Rs.)

% increase in remuneration in the financial year 2017-18

Ratio of remuneration of each Director/KMP to that of Median remuneration of employees

Mr. C P Rangachar, Managing Director

67,58,728

52,92,489

27.70

8.03:1

Mr. Osamu Tanaka,

Chairman & Non-Executive Director up 05th September, 2017

10,000

Nil

Capt. N S Mohanram,

Non-Executive Independent Director

3,14,666

90,000

249.63

0.37:1

Mr. R Srinivasan,

Non-Executive Independent Director

3,24,666

70,000

363.81

0.38:1

Dr. Premchander,

Non-Executive Independent Director

3,24,667

70,000

363.81

0.38:1

Name of the Director / KMP

Remuneration for financial year 2017-18 (in Rs.)

Remuneration for financial year 2016-17 (in Rs.)

% increase in remuneration in the financial year 2017-18

Ratio of remuneration of each Director/KMP to that of Median remuneration of employees

Mr. Shiro Hattori,

Nominee Director up to 05th September, 2017

10,000

Mrs. Vidya Rangachar, Non-Executive Director

2,84,667

50,000

469.33

0.33:1

Mr. Hideharu Nagahisa

Chairman & Non-Executive Director w.e.f

23rd August, 2017

2,44,667

0.29:1

Mr. Koichi Oba

Non Executive Director w.e.f 23rd August, 2017

2,44,667

0.29:1

Mr. H M Narasinga Rao, CFO

50,81,332

48,68,252

4.38

6.04:1

Mr. Subramanya Ullal,

CEO up to 15th February, 2018

44,41,775

44,99,053

(1.27)

5.28:1

Ms. Sridevi Ch,

Company Secretary up to 12th February, 2018

5,24,755

6,01,237

(12.72)

0.62:1

Mr. Vinayak Hegde

Company Secretary w.e.f 12th February 2018

92,469

0.11:1

Mr. K Gopal Krishna, Executive Director

58,60,582

55,33,708

5.91

6.96:1

Mr. A Venkatakrishnan

VP Operation w.e.f 15th February, 2018

3,09,368

-

-

0.37:1

Notes:

1. The Net Profit after tax has increased by Rs. 789.66 lakhs (excluding comprehensive income) as compared to the previous year and the remuneration of the Managing Director has increased by 27.70 %.

2. Remuneration paid /payable to Managing Director and Non-Executive Directors for the financial year 2017-18 is inclusive of Salary, Commission and Sitting Fees.

3. Remuneration paid/payable to Managing Director and Non-Executive Director was increased due to payment of Commission for the FY 2017-18. Previous year commission is NIL.

b. The number of permanent employees on the rolls of the Company as on 31st March, 2018 was 313.

c. Percentage increase in median remuneration of employees for the financial year is 20.01%.

d. Relationship between average increase in remuneration and Company performance:

The Profit after Tax for the financial year 2017-18 stood at Rs. 868.73 lakhs (excluding comprehensive income) and the average increase in median employee remuneration was 20.01%. 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 2017-18 has increased by 10.94% whereas the total revenue from the operations has increased by 19% when compared to the previous year. Remuneration of the KMP 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 years are as follows:

Si.

No.

Particulars

2017-18

2016-17

i.

Variations in the market

1199.40

314.82

capitalization of the Company on 31st March,2018

crores

crores

ii.

Price Earnings Ratio of the Company

138.05:1

1072:1

(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 in 1991. An amount of Rs. 10 invested in the said IPO would be worth Rs. 3998 as on 31st March, 2018 indicating a Compounded Annual Growth Rate of 24.83%. This is excluding the dividend accrued thereon.

g. Average percentage increase 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:

- Average percentage increase of salaries of employees other than the key managerial personnel in the financial year: 16.43%.

- Percentage increase in the key managerial remuneration: 10.94%.

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 as approved by the shareholders 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 year 2017-18. The commission amount will be paid after the approval of financial statements for the year ended 31st March 2018, by the Board of Directors.

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.

Information as per rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Nil

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

30. SHARE CAPITAL:

The Board provides following disclosures pertaining to Companies

(Share Capital and Debentures) Rules, 2014:

Si.

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. 6,00,00,000 consisting of 60,00,000 Equity Shares of Rs. 10/- each and paid up equity share capital of the Company is Rs. 3,00,00,000 consisting of 30,00,000 equity shares of Rs. 10/- each as on March 31, 2018. During the year under review, the Company has not issued any shares, debenture or convertible instruments.

31. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amend 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 2018-19. Your Directors proposed to ratify the remuneration payable to them for the financial year 2018-19 at the ensuing Annual General Meeting.

32. STATUTORY AUDITORS:

M/s. Walker Chandiok and Co., LLP, Chartered Accountants, have been appointed as statutory auditors of the Company at the 41st Annual General Meeting held on 05th September, 2017, for a period of 5 years and to hold the office up to the conclusion 46th Annual General Meeting of the Company to be held in the year 2022. The Board proposed to fix the remuneration in consultation with the said auditors.

33. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company has appointed M/s. Joseph & Chacko LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for F.Y 2017-18. The Report of the Secretarial Audit is annexed herewith as 'Annexure 4'.

The Board of Directors have re-appointed M/s. Joseph & Chacko LLP, Company Secretary in Practice to conduct the Secretarial Audit for FY 2018-19 also.

34. CORPORATE GOVERNANCE:

Your Company is committed to maintaining 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 to this Report as 'Annexure -5.

35. 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 20.)

36. 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.

37. FORWARD-LOOKING STATEMENTS:

This report contains forward-looking statements that involve risks and uncertainties. When used in this report, the words "anticipate", "believe", "estimate" "expect" "intend" "will" and 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.

38. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to the bankers, business associates, consultants and various Government Authorities for their continued support extended to your Company's 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.

For and on behalf of the Board of Directors

Place: Bengaluru C P Rangachar Capt. N S Mohanram R. Srinivasan

Date: 30 May, 2018 Managing Director Director Director

(DIN: 00310893) (DIN: 02466671) (DIN: 00043658)