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Yuken India Ltd			Industry : Engineering


BSE Code:	522108	NSE Symbol:	YUKEN	P/E(TTM):	228.08

ISIN Demat:	INE384C01016	Div & Yield %:	0.06	EPS(TTM):	5.69

Book Value(Rs):	204.5648462	Market Cap ( Cr.):	1687.08	Face Value(Rs):	10

Change Company

<dhhead>Board’s Report </dhhead>

To,

The Members of

YUKEN INDIA LIMITED

Your Directors have pleasure in presenting their 47^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS:

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

Financial Highlights:

	Standalone		Consolidated
Particulars	Year ended 31.03.2023	Year ended 31.03.2022	Year ended 31.03.2023	Year ended 31.03.2022
Net Income	32,095.67	28,959.14	37,603.56	33,528.76
Expenditure before interest, depreciation and tax	29,545.45	25,846.51	34,002.35	29,717.51
Profit/(Loss) before interest, depreciation and tax	2,550.22	3,112.63	3,601.21	3,811.25
Finance cost	764.06	648.01	979.39	837.24
Depreciation	775.48	609.44	1,258.29	1,046.07
Profit/(Loss) Before Tax	1,010.68	1,855.18	1,363.53	1,927.94
Exceptional item	238.57	-	238.57	-
Profit before tax after exceptional item	1,249.25	1,855.18	1,602.10	1,927.94
Provision for Taxation (Net of deferred tax)	499.09	599.44	647.56	613.87
Profit/(Loss) After Tax	750.16	1,255.74	954.54	1,314.07
Share of Profit/(Loss) of Associates		-	10.56	62.30
Net Comprehensive Income for the year	(18.47)	(14.04)	(18.35)	(16.80)
Total Comprehensive Income for the year	731.69	1,241.70	946.75	1,359.57
Total comprehensive income attributable to Controlling interest		-	938.56	1,353.99
Balance in Statement of profit and loss	17,641.89	17,130.99	17,250.29	15,968.30
Amount available for appropriation	18,373.58	17,713.89	18,188.85	17,322.29
Appropriations:
Equity Dividend paid	(96)	(72.00)	(96)	(72.00)
Balance carried to Balance Sheet	18,277.58	17,641.89	18,092.85	17,250.29

On Standalone basis, the Company has registered a net income of H32,095.67 lakhs as compared to H28,959.14 lakhs of previous year. The growth is around 10.83% as compared to the previous year.

On Consolidated basis, the Company has registered net income of H37,603.56 lakhs as compared to H33,528.76 lakhs of previous year. The growth is around 12.15% as compared to the previous year.

2. DIVIDEND:

Your Directors recommend payment of a dividend of 8% (Eight percent) i.e. H0.80 (Eighty paise only) per equity share of H10/- each for the year ended 31^st March, 2023, subject to the approval of the members at the ensuing Annual General Meeting. The dividend pay-out is in accordance with the Company’s Dividend Distribution Policy.

The Dividend Distribution Policy is available at Company’s website: https://www.yukenindia.com/corporate-governance-and-code-of-conduct/

3. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the Annual Return in the prescribed format is available at Company’s website at http://www.yukenindia.com/report-result/

4. BOARD MEETINGS HELD DURING THE YEAR:

During the year, 4 (Four) meetings of the Board of Directors and one meeting of Independent Directors were held. The details of the meetings and the details of attendance of Directors in the meetings 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 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 possess requisite qualifications, experience and expertise in the field of manufacturing, finance, auditing, tax, economic, legal and Regulatory matters, Strategic thinking/ planning, decision making, leadership, knowledge about the Company’s business and protect interest of all stakeholders. In compliance with the Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors have registered themselves with the Indian Institute of Corporate Affairs.

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 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.

7. 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.

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

There have been no significant and material orders 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 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:

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 financial year the Company invested in rights issue of shares made by it’s subsidiary Kolben Hydraulics Limited. The investment was to the tune of H2,00,00,000/- (Divided into 20,00,000 Equity shares of H10 each) During the year, the company has squared off the investment made in it’s Subsidiary – Yuflow Engineering Private limited by virtue of merger with the Company as per the NCLT order dated 28^th February 2023.

CORPORATE GUARANTEE:

During the year under review, the Company has granted the Corporate Guarantees to its Subsidiary Companies and existing Guarantees are renewed. The details of Guarantees granted and outstanding balances of Corporate Guarantees as on 31^st March,2023 are as under.

Sl. No. Particulars	Name of Bank	Current Year	Outstanding Balance as on 31.03.2023
1 Coretec Engineering India Private Limited	HDFC Bank	NIL	750
	Sumitomo Mitsui Banking Corporation	NIL	1,100
2 Grotek Enterprises Private Limited	HDFC Bank	NIL	600
	Sumitomo Mitsui Banking Corporation	NIL	2,000

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

During the year under review, the Company has not transferred any money towards General Reserve and it is not mandatorily required.

11. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

a. Transfer of Unpaid Dividend:

As required under Section 124 of the Companies Act 2013 read with the investor Education and protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereof (“the Rules”), the unclaimed dividend amount aggregating to H70,425/- lying with the Company for a period of 7 (Seven) years pertaining to the financial year ended on 31^st March, 2015 was transferred during the financial year 2022-23 to the Investor Education and Protection Fund (“IEPF”) established by the Central Government.

b. Transfer of Shares:

As required under Section 124 of the Companies Act 2013 read with the investor Education and protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereof (“the Rules”), 1,446 equity shares of H10/- 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 2022-23. Details of shares transferred have been uploaded on the website of IEPF as well as Company.

12. 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/

	Subsidiaries			Associates
Particulars	Grotek Enterprises Private Limited.	Coretec Engineering India Private Limited.	Kolben Hydraulics Limited.	Sai India Limited.	Bourton Consulting (India) Private Limited.
Total Income
FY 2022-23	7,489.49	3,668.57	962.58	2,594.84	18.90
FY 2021-22	6,573.49	2,761.54	959.19	2,358.01	7.31
Total expenditure excluding depreciation and finance cost
FY 2022-23	6,679.60	3,433.32	878.29	2215.22	11.83
FY 2021-22	5,792.82	2,745.75	909.99	1994.23	9.88
Profit/(Loss) before interest, depreciation and tax
FY 2022-23	809.89	235.25	84.29	379.62	7.07
FY 2021-22	780.67	15.79	49.20	363.77	(2.57)
Finance cost
FY 2022-23	138.32	101.01	-	124.26	-
FY 2021-22	133.14	114.76	-	70.92	-
Depreciation
FY 2022-23	336.61	131.36	14.84	165.53	1.82
FY 2021-22	328.36	98.06	10.21	90.70	2.71
Profit/(Loss) before tax and exceptional item
FY 2022-23	334.96	2.88	69.45	89.83	5.25
FY 2021-22	319.17	(197.03)	38.99	202.15	(5.28)
Provision for taxation (Net of deferred tax)
FY 2022-23	112.94	24.22	11.30	46.61	0.10
FY 2021-22	56.36	(41.28)	(0.65)	164.04	(0.04)
Other comprehensive income for the year
FY 2022-23	(0.43)	0.55	-	(3.67)
FY 2021-22	(6.35)	3.59	-	(4.42)	-
Profit/(Loss) after tax(Including other comprehensive income)
FY 2022-23	221.59	(20.79)	58.15	42.94	5.15
FY 2021-22	256.47	(152.16)	39.64	159.62	(5.24)
Earnings per share (in H)				o:p>
FY 2022-23	4.43	(0.59)	2.84	5.18	4.08
FY 2021--22	5.25	(4.30)	3.96	18.23	(4.15)

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

13. 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 arm’s length basis and in the ordinary course of the Company’s business.

Transactions with related parties, as per requirements of Indian Accounting Standard 24 are disclosed in the Note No. 43 of the Notes forming part of the financial statements in the Annual Report. Your Company’s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company’s website. https://www.yukenindia.com/corporate-governance-and-code-of-conduct/ 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-2’, forming part of this report.

14. 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 15^th April, 2021 approved the draft Scheme of Amalgamation (“Scheme”) of Yuflow 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 thereunder. The approval of the Scheme is subject to sanction of the Scheme by the National Company Law Tribunal (NCLT). In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Company has furnished the Scheme details to the stock exchanges.

The Company has received the Order dated 28^th February, 2023 from National Company Law Tribunal (NCLT). As per the Order, National Company Law Tribunal (NCLT) have approved and issued Final order with regard to Scheme of Amalgamation of Yuflow Engineering Private Limited and Yuken India Limited. The same has been intimated to Stock Exchanges and Registrar of Office(ROC).

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.

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. The details are as under:

1. Conservation of Energy:

Steps taken or impact on conservation of energy:

Replaced conventional light fixtures with energy efficient LED light fixtures in the plant.
In order to conserve water the waterless Urinals have been installed in all restrooms of the main plant.
Power factor was maintained at 0.99 by identifying and replacing faulty capacitors, increasing the frequency of periodical/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.

2. Foreign Exchange Earnings and Outgo:

a. Foreign Exchange Earnings:

Sl. No Particulars	Year ended 31.03.2023	Year ended 31.03.2022
1 Export Sales	338.84	327.30
2 Other Income	11.11	15.44

b. Expenditure in Foreign Currency:

Sl. No Particulars	Year ended 31.03.2023	Year ended 31.03.2022
1 Brand fee	117.53	103.63
2 Others	40.23	-

c. Remittance in Foreign Currency on Account of:

Sl. No Particulars	Year ended 31.03.2023	Year ended 31.03.2022
1 Dividend	38.40	28.80

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 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 valves and pumps for steel industries.

iv. In keeping with the Company’s focus on energy saving, sustainable technology and in line with the Company’s strength in manufacture of vane pumps, a new line of variable volume of vane pumps, PVV Series is being introduced. Currently most of these pumps used in the country are imported. Yuken India Limited made a small beginning many years ago with RV Series of Pumps. However, PVV Series is an upgrade both in performance and the capacities of the pumps. We hope PVV Series becomes the variable volume Vane pumps of choice in the industry.

v. The Company has developed innovative Hydraulic Clamping mechanism that can be used on any CNC vertical machining center for tool clamping. Currently, the industry uses pneumatically operated clamping devices which are known to be very ine_cient.

(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.

Development of additional range of products.
Strong focus on employee involvement to eliminate wastage 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, the 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 efforts:

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

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

During the year, there was no change in the nature of business of the Company.

17. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2013 as on 31^st March, 2023.

18. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable.

19. 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 are not considered as deposits.

20. 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 Mr. R Srinivasan	Independent Director
2 Dr. Premchander	Independent Director
3 Mrs. Indra Prem Menon	Independent Director
4 Mr. Hidemi Yasuki	Non-Executive Director
5 Mr. Hideharu Nagahisa	Non-Executive Director
6 Mr. Yoshitake Tanaka	Whole Time Director
7 Mrs. Vidya Rangachar	Non-Executive Director
8 Mr. C P Rangachar	Managing Director

The details of directors or key managerial personnel who were appointed or have resigned/retired during the year are as under: a. Mr. Yoshitake Tanaka (DIN: 09686092) was appointed as an Additional Director on 09^th August, 2022 and redesignated as Whole Time Director on 14^th September, 2022. b. Capt. NS Mohanram (DIN: 09686092) Director has retired from Board of Directors with effect from 02-09-2022 on completion of his 2^nd term of 3 years as Independent Director of the Company. c. Mr. Kenichi Takaku [08678898]; Director of the Company had resigned from the Board of Directors with effect from 09-08-2022.

21. KEY MANAGERIAL PERSONNEL (“KMP”):

Pursuant to provisions of Section 203 of the Companies Act, 2013, following persons are Key Managerial Personnel as on 31^st March,2023:

Sl. No. Name of the KMP	Designation
1 Mr. C P Rangachar	Managing Director
2 Mr. K Gopalkrishna	Executive Director
3 Mr. H M Narasinga Rao	Chief Financial Officer
4 Mr. A Venkatakrishnan	Chief Executive Officer
5 Mr. Yoshitake Tanaka*	Whole Time Director
6 Mr. Vinayak Hegde**	Company Secretary & Compliance officer
7 Mr. Vignesh P ***	Company Secretary & Compliance officer

* Mr. Yoshitake Tanaka was appointed as Whole Time Director with effect from 14^th September, 2022.

** Mr. Vinayak hegde had resigned from the position of Company secretary & Compliance officer and was relieved from services by closing hours of 13^th December, 2022.

*** Mr. Vignesh P was appointed as Company Secretary & Compliance officer with effect from 20^th February 2023.

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

The details on Internal Control Systems and their adequacy are provided in the Management’s Discussion and Analysis which forms part of this Report.

23. RISK MANAGEMENT POLICY:

As per the Market Capitalization as on 31^st March, 2022 and 31^st March, 2023 Risk Management Committee provisions are not applicable to Company as Company does not fall under the Top 1000 companies based on Market Capitalization.

However, 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 along with Risk Management Policy Composition of the Committee and other details are provided in Corporate Governance Report.

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.

24. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) 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, Protection of Indian Art and Culture, Animal Welfare, Rural Development, disaster management including relief 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 H18,27,547.40/- for identified CSR activities during the financial year ending 31^st March, 2023. A detailed Report on CSR is enclosed as ‘Annexure-3’ forming part of this report.

25. DIRECTOR’S 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.

26. SECRETARIAL STANDARDS:

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

27. COMMITTEES OF THE BOARD:

As on 31^st March, 2023, the Board had 5 (Five) committees:

a) The Audit Committee

b) The Corporate Social Responsibility Committee

c) The Nomination and Remuneration Committee

d) Stakeholder’s Relationship Committee and

e) Risk Management 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 are provided in the Corporate governance report, which forms part of this report.

28. 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 Company’s 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: https://www.yukenindia.com/corporate-governance-and-code-of-conduct/

29. 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 made 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, no complaint of sexual harassment has been received.

30. DETAILS OF REVISION OF FINANCIAL STATEMENTS:

During the year, there was no revision of the financial statements of the Company.

31. 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. Company’s policies and procedures.

32. 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/decrease in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2022-23:

Name of the Director / Key Managerial Personnel (KMP)	Remuneration for the financial year 2022-23 (In H)	Remuneration for the financial year 2021-22 (In H)	%increase/ (decrease) in remuneration in the financial year 2022-23	Ratio of remuneration of each Director/ KMP to that of Median remuneration of employees
Mr. C P Rangachar, Managing Director	99,53,202	97,85,862	1.71	15.27:1
Capt. N S Mohanram, Non-Executive,	1,20,000	4,20,647	(71.47)	0.18:1
Independent Director
Mr. R Srinivasan, Non-Executive, Independent	4,92,349	4,80,645	2.44	0.76:1
Director
Dr. Premchander, Non-Executive,	4,92,349	5,04,645	(2.44)	0.76:1
Independent Director
Mrs. Indra Prem Menon, Non-Executive, Lady	4,32,349	3,24,645	33.18	0.66:1
Independent Director,
Mrs. Vidya Rangachar, Non-Executive Director	3,12,349	3,40,645	(8.31)	0.48:1
Mr. Hideharu Nagahisa, Non-Executive Director	3,12,349	3,40,645	(8.31)	0.48:1
Mr. Hidemi Yasuki, Non-Executive Director	3,12,349	3,40,645	(8.31)	0.48:1
Mr. Kenichi Takaku, Non-Executive Director	40,000	3,40,645	(88.26)	0.06:1
Mr. K Gopalkrishna, Executive Director	69,80,770	64,79,895	7.73	10.71:1
Mr. H M Narasinga Rao, Chief Financial Officer	62,17,520	58,20,915	6.81	9.54:1
Mr. Yoshitake Tanka, Whole Time Director*	36,04,867	-	-	5.53
Mr. A Venkatakrishnan, Chief Executive Officer,	47,43,879	38,49,643	23.23	7.28:1
Mr. Vinayak Hegde, Company Secretary**	8,50,679	8,93,225	(4.76)	1.31:1
Mr. Vignesh P*** Company Secretary	1,27,916	-	-	0.20:1

* Remuneration from 09^th August, 2022 to 31^st March 2023 ** Remuneration from 1^st April 2022 to 13^th December 2022 *** Remuneration from 20^th February 2023 to 31^st March 2023

Notes:

1. The Net Profit after tax has decreased by H505.59 lakhs (excluding other comprehensive income) as compared to the previous year and the remuneration of the Managing Director has increased by 1.71%. The remuneration is within the limit specified in Schedule V.

2. Remuneration paid /payable to Managing Director and Non-Executive Directors for the financial year 2022-23 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, 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 31^st March, 2023 was 384 (previous year :368).

c. Percentage increase in median remuneration of employees for the financial year is 2.39%.

d. 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 Increase of salaries of employees other than the key managerial personnel in the financial year: 15.40% as compared to previous year.

Percentage Increase in the key managerial remuneration in the financial year: 29.40% as compared to previous year.

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

Commission payable to Directors has been 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 (Non-executive) are eligible for the commission on the net profit of the Company for the financial year 2022-23.

f. 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 afirmed that the remuneration paid to the Directors is as per the Nomination and Remuneration Policy of the Company.

g. 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 H102 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 H8.50 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

33. 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 H15,00,00,000 consisting of 1,50,00,000 Equity Shares of H10/- each and paid up equity share capital of the Company is H12,00,00,000 consisting of 1,20,00,000 equity shares of H10/- each as on 31^st March, 2023.

During the year under review, the Company has not issued any shares or any convertible instruments.

34. 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 2023-24. Your Directors proposed to ratify the remuneration payable to them for the financial year 2023-24 at the ensuing Annual General Meeting.

A resolution seeking Member’s 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.

35. 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 until the conclusion of the 51^st (Fifty first) Annual General Meeting to be held in the year 2027.

There are no qualifications in their report for the financial year ended 31^st March, 2023. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act. The Auditor’s Report is enclosed with the financial statements.

36. 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 2022-23. The Secretarial Auditors Report for FY 2022-23 does not contain any qualifications. The Report of the Secretarial Audit is annexed herewith as ‘Annexure 4’ 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 2023-24 also.

37. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

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 -5’ forming part of this report. The certificate does not contain any qualifications.

38. BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34 (2) (f ) of SEBI (LODR) Regulations as amended with effect from 5^th May 2021, the requirement of furnishing business Responsibility Report shall apply to top one thousand listed entities based on market capitalization (calculated as on March 31 of every financial year). As we do not fall under the category of top one thousand listed entities as on 31^st March 2023, we are not required to prepare Business Responsibility and Sustainability Report. Hence the report is not prepared for the Financial year 2022-23.

39. 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.

The Report of the Management Discussion and analysis is annexed herewith as ‘Annexure 6’ forming part of this report.

40. 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.

41. 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.

42. 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 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. Your Directors wish to place on record their appreciation of the dedicated and untiring hard work put by the employees at all levels.