Yuken India Directors Report, Yuken India Reports by Directors
Yuken India
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Directors Report Year End : Mar '14    « Mar 13
Dear Members,
 The Directors are pleased to present the 38th annual report and the
 audited accounts for the financial year ended 31st March 2014.
 The Financial performance of the Company, for the year ended 31st March
 2014 is summarized below.
                                                          (Rs in Lakhs)
 Particulars                                      2013-14       2012-13
 Total income                                      16,512        15,523
 Total expenditure                                 15,591        14,305
 Profit before interest, depreciation and tax         921         1,218
 Finance cost                                         376           474
 Depreciation                                         431           413
 Profit before Exceptional items and tax              114           331
 Exceptional Item                                     201             -
 Profit after Exceptional item & before tax           315           331
 Provision for taxation(Net of deferred tax)           61           130
 Profit after tax                                     254           201
 Balance in Statement of profit and loss            4,434         4,297
 Amount available for appropriation                 4,688         4,498
 General reserve                                       13            11
 Proposed dividend                                     45            45
 Tax on proposed dividend                               7             7
 Balance carried to Balance Sheet                   4,623         4,435
 Total                                              4,688         4,498
 During the year under review, the Company achieved a turnover of Rs.
 16,449/- lakhs compared to Rs. 15,404/- lakhs in 2013. The operations
 of the Company for the year under review have resulted in a net profit
 of Rs.254/- lakhs.
 Your Directors are pleased to recommend a dividend of 15% on the equity
 shares of the company for the year ended 31st March 2014, subject to
 the approval of the members at the ensuing annual general meeting.
 Employee relations continue to be cordial. Your Directors would like to
 place on record their appreciation of the valuable contribution to the
 operations of the Company during the year.
 Your Company is committed to maintaining high standards of Corporate
 Governance. A Report on Corporate Gover- nance along with a certificate
 from the statutory auditors on compliance of Corporate Governance norms
 is part of this Annual Report.
 A Report on Compliances along with the certificate from the Practicing
 Company Secretaries on compliances is part of this Annual Report.
 Information required under section 217(2A) of the Companies Act 1956
 read with Companies (Particulars of Employment) Rules, 1975
 In terms of the provisions of section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors'' Report.
 Information required under section 217(2A) of the Companies Act 1956
 read with Companies (Particulars of Employ- ment) Rules 1975
 Sl  Name  Desig-   GrossLast  Qualif-  Age Date of  Exper-   Last
 No        nation   Remune-    ication      commme-  ience    employ-
                    ration                  ncement  (inclu-  ment held/
                    (Rs.)                   of empl- ding     designa-
                                            oyment   previous tion/orga-
                                                     years    nization
                                                     if any
                              -   Nil   -
 1. Employment throughout the year under review and were in receipt of
 remuneration for that year in the aggregate of not less than Rs
 60,00,000 or more - Nil
 2. Annual remuneration as above includes salary, allowances and
 3. The above appointment is contractual.
 II. Employees of the Company who were employed for part of the
 financial year and in receipt of remuneration at a rate, which in
 aggregate was not less than Rs 500,000/- pm - Nil 
 During the year, the Ministry of Corporate Affairs (MCA) has notified
 majority of the provisions inter alia provisions relating to selection,
 manner of appointment,roles,functions, duties, re-appointment of
 independent directors (IDs) and the relevant rules under the Companies
 Act, 2013 (the Act 2013) and made them effective 1st April, 2014.
 In terms of the provisions of Section 149(10) read with Section 149(5)
 of the Act, 2013, IDs are eligible to hold office for a term upto five
 consecutive years on the board and eligible for re-appointment for the
 second term on passing special resolutions by the Company. During the
 period, they will not be liable to ''retire by rotation'' as per the
 provisions of Sections 150(2), 152(2) read with schedule 1V to the Act
 It is, therefore proposed to appoint them as IDs for a consecutive
 period of five years at the AGM. Necessary declara- tions have been
 obtained from them, as envisaged under the Act 2013. In terms of the
 provisions of sub-section(6) read with explanation to Section 152 of
 the Act 2013, two-third of the total number of directors (excluding
 IDs) are liable to retire by rotation and out of which, one third is
 liable to retire by rotation at every annual general meeting. Mr.Osamu
 Tanaka, director of the Company, is.therefore, liable to retire by
 rotation, at the ensuring AGM, and being eligible, offers himself for
 Mr. Y Mukaide has been serving on the board since 2005. During his
 tenure of office,he has made distinct and immense contribution to the
 deliberations of the meetings of the board in general and for the
 growth of the company in particular. Yuken Kogyo Company Limited (YKC)
 withdrawn his directorship owing to his retirement. The Board does
 hereby record its deep sense of appreciation for the valuable services
 rendered by him during his tenure.
 As per the direction of YKC Mr.Shiro Hattori has to be appointed as a
 director in his place.
 Mr. V Balaji Bhat,Independent director of the Company resigned from the
 Board effective from 8th February,2014. The Board does hereby record
 its deep sense of appreciation for the valuable services rendered by
 him during his tenure.
 The brief resume of the directors proposed to be appointed and
 re-appointed and other relevant information have been furnished in the
 Notice convening the AGM. Appropriate resolutions for their
 appointment/re-appointment are being placed for approval of the members
 at the AGM.
 The Board, therefore, recommends their appointment/re-appointment as
 directors of the Company.
 Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors
 confirm that:
 1. In the preparation of the accounts for the year ended 31st March
 2014 the applicable accounting standards have been followed and there
 are no material departures from the same;
 2. The accounting policies which have been selected are applied
 consistently, judgments and estimates that are reasonable and prudently
 is made so as to give a true and fair view of the state of affairs of
 the Company at the financial year ended 31st March 2014 and of the
 profit of the Company for that year;
 3. Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act 1956 for safeguarding the assets of the Company and for
 preventing and detecting frauds and other irregularities;
 4. The accounts for the year ended 31st March 2014 have been prepared
 on a going concern basis.
 The Management Discussion and Analysis (MDA), which forms part of this
 Directors'' Report, sets out an analysis of business including the
 industry scenario, performance, financial analysis and risk mitigation.
 The Company has not accepted any public deposits and as such, no amount
 on account of principal or interest on public deposits was outstanding
 as on the date of the balance sheet.
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial statements read with Accounting Standard AS-23 on
 Accounting for Investments in Associates, the audited Consolidated
 Financial Statements are pro- vided in the Annual Report.
 In Accordance with the general Circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance sheet, the
 statement of Profit and Loss and other documents of the Subsidiary
 Companies are not being attached with the Balance Sheet of the Company.
 The Company will make available the Annual Accounts of the Subsidiary
 Companies and the related detailed informa- tion 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.
 During the year under review, Your Company has the following subsidiary
 Companies viz (i) Coretec Engineering India Pvt Ltd, Bangalore (ii)
 Yuflow Engineering Pvt. Ltd, Chennai.
 Your Company recognizes the community as an important stakeholder in
 the business and believes in sustainability as a core parameter of its
 business strategy.
 The Company provides opportunities to Engineering and Management
 Institute students to undergo in-plant training/ projects as part of
 their academic curriculum, thus enabling them to appreciate application
 of theoretical knowledge and get an exposure to the industrial
 The Company''s employees participate in blood donation camps every year
 and donate blood.
 Employees are trained in ''First -Aid'' regularly. The Company has rain
 water harvesting system in place in all the factory plants.
 The Company''s products and services have very little or marginal impact
 on the environment and it adheres to all related legal and statutory
 Health, Safety and environment are high priority issues in your
 Your Company conducts annual medical check up for its employees and
 assists the employees who need medical attention or counseling. The
 employees and their dependents are covered under Health Insurance
 Awareness workshops on safety in industries are being conducted for the
 employees in collaboration with the Direc- torate of Factories and
 Boilers, Government of Karnataka.
 With no reportable injuries during the year, we are committed to
 enhance occupational health and safety. Apart from personnel safety,
 process safety is the top priority of the Management. Well documented
 standards, emphasis on line management responsibility, an improved and
 standardized process for safety observations are helping the
 manufacturing sites achieve higher employee participation in the safety
 All manufacturing locations remained fully compliant with Environmental
 Regulations. High emphasis was placed on the productive use of raw
 materials, natural resources, energy and on reducing wastes. We believe
 that a sustainable Organization can be built only with the highest
 standards of performance on economic, social and environmental param-
 Energy conservation is a consistent focus area for the Company both
 from a cost control and a social responsibility perspective. Energy
 conservation is a consistent endeavor of your Company. The power factor
 is regularly monitored and maintained between 0.99 and 1.00. Solar
 lights have been installed at Malur Plant.
 1. Conservation of Energy:
 The Company has taken several steps and also in the process of
 implementing several projects to conserve energy by various measures.
 2. 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.
 (a) Specific areas in which R&D carried out by the Company
 Development of larger size valves for process and steel industries,
 rugged vane pumps for special applications and development of high
 efficiency gear pumps are some of the areas where R&D was carried out
 by the Company.
 (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.  The exact amount spent has
 not been apportioned this year.
 4. Technology Absorption, Adaptation and Innovation:
 (a) Efforts in brief, made towards technology absorption, adaptation
 and innovation:
 * Special models of 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
 * 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.
 i Technology imported - For manufacture of Chip compacting machine
 ii Year of Import: 2011
 iii Has technology been fully absorbed? Yes
 iv If not fully absorbed, areas where this has not taken place, reasons
 there off and future plans of action: N/A 
 The Company has appointed M/S. K.S.Kamalakara & Co. Cost Accountants as
 cost auditors for conducting Cost Audit for the financial year 2013-14.
 The Cost Audit Reports in XBRL mode for the financial year ended 31st
 March 2013, was filed on 27th December 2013.  The Cost Audit Reports
 for the financial year ended 31st March 2014 will be filed before the
 due date.
 M/s. Deloitte Haskins & Sells, Chartered Accountants, who are the
 statutory auditors of the Company, hold office, in accor- dance with
 the provisions of the Act till the conclusion of the ensuing annual
 general meeting and are eligible for re-appointment.
 The Company has appointed M/s.BG & Associates, Company Secretaries for
 the Secretarial Audit for the financial year 2014-15.  
 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, performances 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
 Your Directors thank the customers, auditors, vendors, banks,
 government, collaborators, investors and all other business associates
 for their continued support. Your Directors also wish to place on
 record their appreciation of the contribution made by all the employees
 of the Company for their performance in the year under review.
                                 For and on behalf of the Board
 Place: Bangalore      C P Rangachar   CAPT. N S Mohanram   R Srinivasan
 Date: 29th May 2014   Managing        Director             Director
Source : Dion Global Solutions Limited
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