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Yuken India Directors Report, Yuken India Reports by Directors
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Directors Report Year End : Mar '13    « Mar 12
Dear Members,
 
 The Board of Directors are pleased to present the 37th annual report
 and the audited accounts for the financial year ended 31st March 2013.
 
 FINANCIAL RESULTS
 
 The Financial performance of the Company, for the year ended 31st March
 2013 is summarized below.
 
                                           (Rs in Lakhs)
 Particulars                          2012-13     2011-12
 
 Total income                          15,523      17,198
 
 Total expenditure                     14,305      14,958
 
 Profit before interest, 
 depreciation and tax                   1,218       2,240
 
 Finance cost                             474         413
 
 Depreciation                             413         288
 
 Profit before tax /                      331       1,539
 
 Provision for taxation(
 Net of deferred tax)                     130         502
 
 Profit after tax                         201       1,037
 
 Balance in Statement 
 of profit and loss                     4,297       3,451
 
 Amount available for appropriation     4,498       4,488 
 
 Appropriations:
 
 General reserve                           11         104
 
 Proposed dividend                         45          75
 
 Tax on proposed dividend                   7          12
 
 Balance carried to Balance Sheet       4,435       4,297
 
 Total                                  4,498       4,488
 
 REVIEW OF PERFORMANCE
 
 During the year under review, the Company achieved a turnover of Rs.15,
 296.28 lakhs compared to Rs.17,049.67 lakhs in 2012. The operations of
 the Company for the year under, review have resulted in a net profit of
 Rs.201.21 lakhs.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of 15% on the equity
 shares of the company for the year ended 31st March 2013, subject to
 the approval of the members at the ensuing annual general meeting.
 
 INDUSTRIAL RELATIONS
 
 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.
 
 CORPORATE GOVERNANCE
 
 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.
 
 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
 
 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
 perquisites.
 
 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 DIRECTORS
 
 Under section 256(1) of the Companies Act, 1956 and article 116 of the
 Articles of the Company, Mr.Y Mukaide, Director and Capt. N S Mohanram,
 Director are liable to retire by rotation at this Annual General
 Meeting. They are eligible and offer themselves for re-appointment. A
 brief profile of Directors proposed to be re-appointed, nature of their
 expertise in specific functional areas, names of Companies in which
 they hold directorships and membership, their share holding in the
 company are provided in the notice of Annual General Meeting.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT
 
 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
 2013 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 prudent
 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 2013 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 2013 have been prepared
 on a going concern basis.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 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.
 
 FIXED DEPOSITS
 
 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.
 
 CONSOUDATED FINANCIALSTATEMENTS
 
 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.
 
 SUBSIDIARY COMPANIES
 
 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 except Prism Hydraulics Private Limited.
 
 During the year, the company has entered in to a joint memorandum of
 compromise before the Company Law Board dated 4th January 2013 with the
 minority shareholders of Prism Hydraulics Private Limited, a
 subsidiary, to transfer its entire investment holding of 60% to the
 minority shareholders at a consideration of Rs.225 lakhs on or before
 31st December 2013 subject to compliance of certain terms and
 conditions. Accordingly, a sum of Rs.90 lakhs has been received from
 the minority shareholders of Prism Hydraulics Private Limited. Due to
 the said transaction, in the opinion of the company, the control over
 Prism Hydraulics Private Limited deemed to be temporary in nature;
 hence, the same has not been included in the consolidated financial
 statements.
 
 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.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Your Company recognizes the community as an important stakeholder in
 our 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 to appreciate application of
 theoretical knowledge and get an exposure to the industrial practices.
 
 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
 requirements.
 
 Health, Safety & Environment (HSE)
 
 Health, Safety and environment are high priority issues in your
 Company.
 
 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
 Scheme.
 
 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
 management.
 
 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 Organiza- tion can be built only with the highest
 standards of performance on economic, social and environmental
 parameters.
 
 Disclosure of particulars under section 217(1) (e) of the Companies
 Act, 1956
 
 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 in Malur Plant.
 
 INFORMATION UNDERSECTION 217 (1) (e) OF THE COMPANIES ACT 1956 READ
 WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
 DIRECTORS) RULES, 1988:
 
 1.  Conservation of Energy:
 
 The operations of Your Company are not energy intensive. However,
 necessary care is being taken to conserve energy by various measures.
 
 2.  Foreign Exchange Earnings and outgo (Rs. In Lakhs) Foreign Exchange
 Earnings:-
 
 Export sales 998.32
 
 Other Income 28.22
 
 Expenditure in Foreign Currency
 
 Brand fees 62.54
 
 Royalty 2.85
 
 Interest 2.81
 
 Others 55.88
 
 Remittance in foreign currency on account of:
 
 Dividends 30.00
 
 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.
 
 (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
 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
 
 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
 
 COST AUDITORS
 
 The Company has appointed M/S. K.S.Kamalakara & Co. Cost Accountants as
 cost auditors for conducting Cost Audit for the financial year 2012-13.
 
 The due date for filing the Cost Audit Reports in XBRL mode for the
 financial year ended 31st March 2012 was 28th February, 2013 and Form
 A-XBRL was filed on 30th January 2013 and Form I -XBRL was filed on 31
 st January 2013 by the Cost Auditors. The due date for filing the Cost
 Audit Reports for the financial year ended 31st March 2013 is 30th
 September 2013.
 
 STATUTORY AUDITORS
 
 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.
 
 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, 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
 thereto.
 
 ACKNOWLEDGEMENTS
 
 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
 
                     R. Srinivasan    V. Balaji Bhat C P Rangachar
  
                      Director         Direc tor     Managing Director
 
 Place : Bangalore 
 
 Date: 18th May, 2013
Source : Dion Global Solutions Limited
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