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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Yuken India Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 49^th Annual Report of the Company together with the Audited Financial Statements for the
year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

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

Financial Highlights: Rs In Lakhs

Particulars	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Net Income	46,109.38	42,762.71	39,693.03	37,097.78
Ixpendituie before interest, depreciation and lax	40,248.89	37,774.92	35,9 38.05	33,439.04
Profit/(Loss) before interest, depreciation and tax	5,860.49	4,98/./9	3,7 54.98	3,658.74
Finance cost	1,039.89	845.43	711.43	619.07
Depreciation	1,718.81	1,464.34	1,246.65	944.00
Profit/(Loss) Before Tax	3,101.79	2,678.02	1,796.90	2,095.67
Share of Profit/(Loss) of Associates	65.12	18.08
Exceptional item	-	-	-	-
Profit before tax after exceptional item	3,166.91	2,696.10	1,796.90	2,095.67
Provision for Taxation (Net of deferred tax)	706.75	817.55	412.90	6 36.38
Profit/(Loss) After Tax	2,460.16	1,878.55	1,384.00	1,459.29
Net Comprehensive Income for the year	(102.35)	(48.3 7)	(94.39)	(34.21)
Total Comprehensive Income for the year	2,357.81	1,830.18	1,289.61	1,425.08
Total comprehensive income attributable to	2,359.65	1,833.24
Controlling interest
Balance in Statement of profit and loss	19,822.09	18,092.85	19,598.65	18,277.58
Amount available for appropriation	22,181.74	19,926.09	20,888.26	19,702.65
Appropriations:
I quity Dividend paid	(195)	(104)	(195)	(104)
Balance carried to Balance Sheet	21,986.74	19,822.09	20,693.26	19,598.65

On Consolidated basis, the Company has registered net income of Rs. 46,109.38 lakhs as compared to Rs. 42,762.71 lakhs of previous
year. The growth is around 7.83 % as compared to the previous year.

On Standalone basis, the Company has registered a net income of Rs. 39,693.03 lakhs as compared to Rs. 37,097.78 lakhs of previous
year. The growth is around 7 % as compared to the previous year.

2. DIVIDEND:

Your Directors recommend payment of a dividend of 15% (Fifteen
percent) i.e. Rs. 1.50 (one rupee Fifty paise only) per equity share
of Rs. 10/- each for the year ended 31^st March, 2025, 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, 5 (Five) meetings of the Board of Directors and
one meeting of I ndependent 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:

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 have 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.

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 year under review, your Company has not made
any investments within the meaning of Section 186 of the
Companies Act, 2013.

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 as on 31^st March, 2025 are as under.

Sl. No.	Particulars	Name of Bank	Current Year	Outstanding Balance as on 31.03.2025
1	Coretec Engineering India Private Limited	HDFC Bank	NIL	750
1	Coretec Engineering India Private Limited	Sumitomo Mitsui Banking Corporation	NIL	1,100
2	Grotek Enterprises Private Limited	HDFC Bank	NIL	600
2	Grotek Enterprises Private Limited	Sumitomo Mitsui Banking Corporation	1000	3000
3	Kolben Hydraulics Limited	Sumitomo Mitsui Banking Corporation	Nil	200
4	AEPL Grotek Renewable Energy Pvt Ltd	Sumitomo Mitsui Banking Corporation	1500	1500

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

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 Rs. 47,398
/- lying with the Company for a period of 7 (Seven) years
pertaining to the financial year ended on 31^st March,

2017 was transferred during the financial year 2024-25
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"),
370 equity shares of Rs. 10/- each, in respect of which
dividend has not been claimed by the members for 7
(Seven) consecutive years or more, have been transferred
by the Company to Investor Education and Protection
Fund Authority (IEPF) during the financial year 2024-25.
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/

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

Particulars		Subsidiaries			Associates
	Grotek Enterprises Private Limited.	Coretec Engineering India Private Limited.	Kolben Hydraulics Limited.	Sai India Limited.	Bourton Consulting (India) Private Limited.	AEPL Grotek Renewable Energy Private Limited
Total Income
FY 2024-25	9,455.36	4899.1/	1,461.43	3,154.54		49.38
FY 2023-24	8,74 7.24	4,770.42	1,053.68	2,725.17	24.30	7.12

Particulars		Subsidiaries			Associates
	Grotek	Coretec	Kolben	Sai India	Bourton	AEPL Grotek
	Enterprises	Engineering	Hydraulics	Limited.	Consulting	Renewable
	Private	India Private	Limited.		(India) Private	Energy Private
	Limited.	Limited.			Limited.	Limited
Total expenditure excluding depreciation and finance cost
FY 2024-25	7,836.58	4535.83	1,474.93	2,696.71	-	46.37
FY 2023-24	7,578.88	4,430.40	1,101.37	2,372.80	18.50	34.71
Profit/(Loss) before interest, depreciation and tax
FY 2024-25	1,618.78	363.34	(13.5)	457.83	-	3.01
FY 2023-24	1,168.36	340.02	(47.70)	352.37	5.7 9	(27.59)
Finance cost
FY 2024-25	212.20	132.24	19.80	109.62
FY 2023-24	196.72	79.59	0.25	124.51	1.01	-
Depreciation
IY 2024 25	369.18	213.06	16.92	121.24		1.51
IY 202 3 24	356.60	147.96	15.77	137.92	2.05
Profit/(Loss) before tax and exceptional item
!Y 2024 25	1,0 37.40	18.04	(50.22)	226.97		1.50
!Y 202 3 24	615.04	112.47	(63.72)	89.94	3.6 3	(27.59)
Exceptional Item
FY 2024-25	-	-	-	-	-	-
FY 2023-24	-	-	-	-	-	-
Provision for taxation (Net of deferred tax)
FY 2024-25	297.03	29.86	(11.04)	66.58	-	-
FY 2023-24	158.39	21.23	1.55	30.97	0.10	-
Other comprehensive income for the year
FY 2024-25	(5.43)	(2.53)	(39.18)	(1.30)	-	-
FY 2023-24	(10.90)	(3.26)	(65.27)	(1.16)	-	-
Profit/(Loss) after tax(Including other comprehensive income)
FY 2024-25	734.93	(14.35)	(39.18)	159.09	---	1.50
!Y 202 3 24	445.75	87.98	(65.27)	5 7.81	3.62	(27.59)
Earnings per share (in Rs.) !Y 2024 25	14.78	(0.3 3)	(1.31)	17.82		0.01
!Y 202 3 24	9.11	2.52	(218)	6.55	2.87	(0.26)

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.

During the current financial year, the Company divested 13,500 shares on 25 September 2024, reducing its ownership in Bourton
Consulting (India) Private Limited to 18.85%. As a result, Bourton Consulting (India) Private Limited no longer qualifies as an associate
entity of the Company.

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.
45 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:

There is no 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.

The Board of Directors of the Company at their meeting held
on 23^rd May 2025 considered the issue of equity shares not
exceeding 7,00,000 on preferential basis for consideration
in cash to Yuken Kogyo Company Limited, Promoters of the
Company at an issue price which shall not be less than floor
price computed on relevant date in accordance with Chapter V
of SEBI (ICDR) Regulations, 2018.

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:

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.

> The factory has installed 22 waterless urinals resulting in
saving up to 22 lakh liters of water per year.

> Grey water from the Canteen, Toilets across the factory is
treated through the STP and this treated water is used for
gardening purposes across the factory.

> Initiation of rainwater harvesting projects - Roof water is
collected in a 50 Lakh liters tank and used for gardening.

> Solar street lights installed at 10 poles aids in power saving,
around 25 to 40 watts for each light.

> Roof top solar panels and heaters are set-up at canteen
and washing areas in the plant.

> Photo sensors and movement sensors are installed
at multiple locations in the factory thereby reducing
power consumption.

1. Foreign Exchange Earnings and Outgo:

a. Foreign Exchange Earnings: Rs. in lakhs

Sl.	Particulars	Year ended	Year ended
No		31.03.2025	31.03.2024
1	Export Sales	353.37	300.72
2	Other Income	25.23	19.81

b. Expenditure in Foreian Currency: Rs. in lakhs

Sl.	Particulars	Year ended	Year ended
No		31.03.2025	31.03.2024
1	Brand fee	123.98	124.84
2	Others	92.32	74.73

c. Remittance in Foreign Currency on Account of:

Rs. in lakhs

Sl.	Particulars	Year ended	Year ended
No		31.03.2025	31.03.2024
¹	Dividend	78.30	41.76

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.

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. Introduction of indigenized range of Piston
pumps into the Indian market. The pumps have
already undergone extended period of field
testing. We plan to expand this range of pumps
to suit various applications inline with our
product expansion strategy.

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 such pumps used in the country
are imported. We are confident that our new
PVV Series will become the variable volume vane
pump of choice in the industry.

(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.

3. 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.

> Development of competency to manufacture
for the global market. .

(c) Information regarding technology imported
during the last five years reckoned from the
beginning of the financial year: Technology
absorption is under process.

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^stMarch, 2025.

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.	Mrs. Indra Prem Menon	Independent Director
2.	Mr. Parabrahman Tadimalla	Independent Director
3.	Mr. K Chandrashekhar Sharma	Independent Director
4.	Mr. Yoshitake Tanaka	Non-Executive-NonÂ¬ Independent Director
5.	Mr. C P Rangachar	Managing Director
6.	Mr. Tadanori Okada	Non-Executive-NonÂ¬ Independent Director

The details of directors or key managerial personnel who
were appointed or have resigned/retired during the year are
as under:

a. Mr. Tadanori Okada (DIN: 10727075) was appointed as an
Additional Director on 07^th August, 2024 and re-designated
as Non- Executive Director on 5^th September, 2024.

b. Mr. Yoshitake Tanaka has been re-designated as a NonÂ¬
Executive, Non-Independent Director, effective September
20, 2024, from his position as Whole-Time Director.

c. Srinivasan Rangarajan (DIN: 00043658) Director has retired
from Board of Directors with effect from 02^nd September
2024 on completion of his tenure as Independent Director
of the Company.

d. Dr. Premchander (DIN: 02278652) Director has retired from
Board of Directors with effect from 02^nd September 2024
on completion of his tenure as Independent Director of
the Company.

e. Mr. Hideharu Nagahisa (DIN: 07913414) has retired from
Board of Directors with effect from 05^th September 2024
on completion of his tenure as Non-Executive Director.

f. Mrs. Vidya Rangachar (DIN: 02612252) has resigned
from Board of the Company with effect from 05^thSeptember 2024 on completion of his tenure as NonÂ¬
Executive Director.

g. Mr. Hidemi Yasuki (DIN: 08494981) Director of the
Company had resigned from the Board of the Company
with effect from 05^th September 2024.

21. PARTICULARS OF KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT PERSONNEL

Details of Key Managerial Personnel and Senior Management

Personnel as at 31^st March, 2025 as defined under Listing

Regulations are as follows:

Sl. No.	Name	Designation
Key Management Personnel
1	Mr. C P Rangachar	Managing Direc tor
2	Mr. H M Narasinga Rao	Chief 1 inancial Officer
3	Mr. A Venkatakrishnan	Chief Executive Officer
4	Mrs. Suchithra R	Company Secretary & Compliance officer

Senior Management Personnel

1	K Gopalkrishna	Executive Director - Customer Support
2	Rakeshkumar	Chief Operating Officer
3	Arvind Mishra	Head (Gear Pump Division)
4	K G Ravi	Vice president (Plant Automation)
5	K V Mahesh	Head (Marketing)

Sl. No.	Name	Designation
6	S S Shekhar	Head (HRD)
7	Nandakumar	Head (Elements)
8	Srinivas Patil	Head (System)

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
form part of this Report.

23. RISK MANAGEMENT POLICY:

As per the Market Capitalization as on 31^st March, 2021,
Risk Management Committee provisions are applicable to
Company as Company does fall under the Top 1000 companies
based on Market Capitalization. Hence, as per provisions of
Regulation 3(2)(c) the listed company shall continue to comply
with relevant provisions that were applicable to it based on
the market capitalization of previous year and continues to
remain applicable on the basis of its rank in the list prepared by
recognized stock exchanges.

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.

e. Action being taken to take care of welfare of the employees
and other stakeholders.''

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 Rs. 32.24
lakhs for identified CSR activities during the financial year
ending 31^st March, 2025. 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, 2025, 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 form 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 Financial Year 2024-25, no complaints were received
under sexual harassment of women at work place (prevention,
prohibition and redressal) act 2013:

30. COMPLIANCE UNDER MATERNITY BENEFIT ACT,
1961:

The Company confirms that it is in compliance with the
provisions of the Maternity Benefit Act, 1961. The Company
provides maternity leave and all other benefits as prescribed
under the Act to its women employees. provision of nursing
breaks, and maintenance of prescribed records. Further, in
accordance with the requirements of the Act, the Company
has made arrangements for creche facilities at its workplace,
wherever applicable, to support the well-being of women
employees and their children.

31. DETAILS OF REVISION OF FINANCIAL
STATEMENTS:

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

32. 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.

33. 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 2024-25:

Name of the Director / Key Managerial Personnel (KMP)	Remuneration Remuneration for the for the financial financial year year 2023-24 2024-25 (In Rs.) (In Rs.)	%increase/ (decrease) in remuneration in the financial year 2024-25	Ratio of remuneration of each Director/ KMP to that of Median remuneration of employees
Mr. C P Rangachar, Managing Director 1,14,09,000 1,17,32,187		-2.75%	15.95:1
Mr. R Srinivasan, Non-Executive, 3,62,000 6,04,378 Independent Director ¹		-40.10%	0.51:1
Dr. Premchandar, Non-Executive, 3,92,000 5,84,378 Independent director ¹		-32.92%	0.55:1
Mrs. Indra Prem Menon, Non-Executive, 4,92,000 5,04,378 Lady Independent Director,		-2.45%	0.69:1
Mr. Parabrahman Tadimalla, Non-Executive, 3,92,000 3,24,378 Independent Director		20.85%	0.55:1
Mr. K Chandrashekhar Sharma, Non- 4,22,000 3,24,378 Executive, Independent Director		30.09%	0.59:1
Mrs. Vidya Rangachar, Non-Executive 2,72,000 4,24,378 Director ¹		-35.91%	0.38:1
Mr. Hideharu Nagahisa, Non-Executive 2,72,000 4,04,378 Director ¹		-32.74%	0.38:1
Mi. Hidemi Yasuki, Non Executive Director ¹ 2./2.000 4.24.3/8		35.91%	0.38:1
Mr. ladanori Okada , Executive Direc tor ¹ 2,82,000			0.39:1
Mr. H M Narasinga Rao, Chief linancial 68,64,000 63,24,946 Officer		8.52%	9.60:1
Mr. Yoshitake Tanka, Whole Time Director ¹ 25,92,000 50,06,400		-48.23%	3.62:1
Mr. A Venkatakrishnan, Chief Executive 53,81,000 48,66,117 Officer,		10.58%	7.52:1
Ms. Suchithra R Company Secretary 8,20,000 2,75,530 ²		197.61%	1.15:1

b. The total number of employees across the group as on 31^stMarch, 2025 was 1300 (previous year: 1144).

c. Percentage decrease in median remuneration of
employees for the financial year is -3%.

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% as compared to previous year.

> Percentage Increase in the key managerial
remuneration in the financial year: -5% 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 2024-25.

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 affirmed 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 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

34. SHARE CAPITAL:

The Board provides following disclosures pertaining to

Companies (Share Capital and Debentures) Rules, 2014:

Sl. No.	Particulars	Disclosure
1	Issue of Equity shares with differential rights	Nil
2	Issue of Sweat Equity shares	Nil
3	Issue of employee stock option	Nil
4	Provision of money by Company for purchase of its own shares by trustees for the benefit of employees	Nil

The Authorized share Capital of the Company is Rs. 17,00,00,000
consisting of 1,70,00,000 Equity Shares of Rs. 10/- each and
paid up equity share capital of the Company is Rs. 13,00,00,000
consisting of 1,30,00,000 equity shares of Rs. 10/- each as on
31^st March, 2025.

During the year under review, the Company has not issued any
equity shares.

35. 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
2024-25. Your Directors proposed to ratify the remuneration
payable to them for the financial year 2024-25 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.

36. 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, 2025. 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.

37. 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 2024-25. The Secretarial Auditors Report for FY 2024-25
does not contain any qualifications. The Report of the
Secretarial Audit is annexed herewith as ''Annexure 4'' forming
part of this report.

38. 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.

39. BUSINESS RESPONSIBILITY & SUSTAINABILITY
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 31^st December of every year). As we do not
fall under the category of top one thousand listed entities as
on 31^st March 2025, we are not required to prepare Business
Responsibility and Sustainability Report. Hence the report is
not prepared for the financial year 2024-25.

40. 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.

41. 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.

42. 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.

43. 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.

For and on behalf of the Board of Directors

Parabrahman Tadimalla K Chandrashekar Sharma C P Rangachar

Place: Bengaluru Director Director Managing Director

Date: 28^th May 2025 DIN: 01392252 DIN: 09505130 DIN: 00310893

Part of the year.

âRemuneration from 06^th December 2023 to 31^st March 2024.

Notes:

1. The Net Profit after tax has decreased by Rs.75.29 lakhs (excluding other comprehensive income) as compared to the previous
year and the remuneration of the Managing Director has increased by 9.61%. 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 2024-25 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.

Mar 31, 2024

Your Directors have pleasure in presenting their 48^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

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

Financial Highlights: h In Lakhs

Particulars	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Net Income	42,762.71	37,503.56	37,097.78	31,995.67
Expenditure before interest, depreciation and tax	37,774.92	33,902.35	33,439.04	29,445.45
Profit/(Loss) before interest, depreciation and tax	4,987.79	3,601.21	3,658.74	2,550.22
Finance cost	845.43	979.39	619.07	764.06
Depreciation	1,464.34	1,258.29	944.00	775.48
Profit/(Loss) Before Tax	2,678.02	1,363.53	2,095.67	1,010.68
Share of Profit/(Loss) of Associates	18.08	10.56
Exceptional item	-	238.57	-	238.57
Profit before tax after exceptional item	2,696.10	1,612.66	2,095.67	1,249.25
Provision for Taxation (Net of deferred tax)	817.55	647.56	636.38	499.09
Profit/(Loss) After Tax	1,878.55	965.10	1,459.29	750.16
Net Comprehensive Income for the year	(48.37)	(18.35)	(34.21)	(18.47)
Total Comprehensive Income for the year	1,830.18	946.75	1,425.08	731.69
Total comprehensive income attributable to Controlling interest	1,833.24	938.56
Balance in Statement of profit and loss	18,092.85	17,250.29	18,277.58	17,641.89
Amount available for appropriation	19,926.09	18,188.85	19,702.66	18,373.58
Appropriations:
Equity Dividend paid	(104)	(96)	(104)	(96)
Balance carried to Balance Sheet	19,822.09	18,092.85	19,598.66	18,277.58

On Consolidated basis, the Company has registered net income of H42,762.71 lakhs as compared to H37,503.56 lakhs of previous year. The growth is around 14.02 % as compared to the previous year.

On Standalone basis, the Company has registered a net income of H37,097.78 lakhs as compared to H31,995.67 lakhs of previous year. The growth is around 15.94 % as compared to the previous year.

2. DIVIDEND:

Your Directors recommend payment of a dividend of 15% (Fifteen percent) i.e. HI.50 (One rupee fifty paise only) per equity share of H10/- each for the year ended 31^st March, 2024, 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, 7 (Seven) meetings of the Board of Directors and one meeting of I ndependent 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 have 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 year under review, your Company has not made any investments within the meaning of Section 186 of the Companies Act, 2013.

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, 2024 are as under.

H in Lakhs

Sl. No.	Particulars	Name of Bank	Current Year	Outstanding Balance as on 31.03.2024
1	Coretec Engineering India Private Limited	HDFC Bank	NIL	750
1	Coretec Engineering India Private Limited	Sumitomo Mitsui Banking Corporation	NIL	1,100
2	Grotek Enterprises Private Limited	HDFC Bank	NIL	600
2	Grotek Enterprises Private Limited	Sumitomo Mitsui Banking Corporation	NIL	2,000
3	Kolben Hydraulics Limited	Sumitomo Mitsui Banking Corporation	200	200

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

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 H80,781/- lying with the Company for a period of 7 (Seven) years pertaining to the financial year ended on 31^st March, 2016 was transferred during the financial year 2023-24 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"), 2,111 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 2023-24. 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/

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

Particulars	Subsidiaries			Associates
	Grotek Enterprises Private Limited.	Coretec Engineering India Private Limited.	Kolben Hydraulics Limited.	Sai India Limited.	Bourton Consulting (India) Private Limited.	AEPL Grotek Renewable Energy Private Limited
Total Income
FY 2023-24	8,747.24	4,770.42	1,053.68	2,725.17	24.30	7.12
FY 2022-23	7,489.49	3,668.57	962.58	2,594.84	18.90	-

Particulars	Subsidiaries			Associates
	Grotek Enterprises Private Limited.	Coretec Engineering India Private Limited.	Kolben Hydraulics Limited.	Sai India Limited.	Bourton Consulting (India) Private Limited.	AEPL Grotek Renewable Energy Private Limited
Total expenditure excluding depreciation and finance cost
FY 2023-24	7578.88	4,430.40	1,101.37	2,370.96	18.50	34.71
FY 2022-23	6,679.60	3,433.32	878.29	2,215.20	11.49	31.27
Profit/(Loss) before interest, depreciation and tax
FY 2023-24	1,168.36	340.02	(47.70)	354.21	5.79	(27.59)
FY 2022-23	809.89	235.25	84.29	379.62	7.40	(31.27)
Finance cost
FY 2023-24	196.72	79.59	0.25	119.36	1.01	-
FY 2022-23	138.32	101.01	-	124.26	0.34	-
Depreciation
FY 2023-24	356.60	147.96	15.77	138.27	2.05	-
FY 2022-23	336.61	131.36	14.84	165.53	1.82	-
Profit/(Loss) before tax and exceptional item
FY 2023-24	615.04	112.47	(63.72)	96.58	3.63	(27.59)
FY 2022-23	334.96	2.88	69.45	89.83	5.25	(31.27)
Exceptional Item
FY 2023-24	-	-	-	-	-	-
FY 2022-23	-	-	-	-	-	-
Provision for taxation (Net of deferred tax)
FY 2023-24	158.39	21.23	1.55	22.91	0.10	-
FY 2022-23	112.94	24.22	11.30	43.23	0.10	-
Other comprehensive income for the year
FY 2023-24	(10.90)	(3.26)	-	-	-	-
FY 2022-23	(0.43)	0.55	-	(3.67)	-	-
Profit/(Loss) after tax(Including other comprehensive income)
FY 2023-24	445.75	87.98	(65.27)	73.67	3.62	(27.59)
FY 2022-23	221.60	(20.79)	58.15	42.94	5.15	(31.27)
Earnings per share (in H)
FY 2023-24	9.11	2.52	(2.18)	8.19	2.87	(0.26)
FY 2022-23	4.43	(0.59)	2.84	5.18	4.08	(0.29)

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. 45 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:

There is no 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:

Conservation of Energy:

Steps taken or impact on conservation of energy:

Â¦ Replaced conventional light fixtures with energy efficient LED light fixtures in the plant.

Â¦ In order to conserve water, the waterless Urinals have been installed in all restrooms of the main plant.

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

Â¦ Installation of Servo Stabilizer in Shop floor and certain office lighting reduced maintenance cost and saving in energy.

Â¦ 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.

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

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

Â¦ To reduce the temperature inside the shop floor, various types of plants has been planted vertically on the walls.

Â¦ The factory has installed 22 waterless urinals resulting in saving up to 22 lakh liters of water per year.

Â¦ Grey water from the Canteen, Toilets across the factory is treated through the STP and this treated water is used for gardening purposes across the factory.

Â¦ Initiation of rainwater harvesting projects - Roof water is collected in a 50 Lakh liters tank and used for gardening.

Â¦ Solar street lights installed at 10 poles aids in power saving, around 25 to 40 watts for each light.

Â¦ Roof top solar panels and heaters are set-up at canteen and washing areas in the plant.

Â¦ Photo sensors and movement sensors are installed at multiple locations in the factory thereby reducing power consumption.

1. Foreign Exchange Earnings and Outgo:

a. Foreign Exchange Earnings: h in lakhs

Sl.	Particulars	Year ended	Year ended
No		31.03.2024	31.03.2023
1	Export Sales	300.72	338.84
2	Other Income	19.81	11.11

b. Expenditure in Foreign Currency: h in lakh

Sl.

Particulars

Year ended 31.03.2024

Year ended 31.03.2023

Brand fee

124.84

117.53

Others

74.73

40.23

c. Remittance in Foreign Currency on Account of:

H in lakh

Sl.

Particulars

Year ended 31.03.2024

Year ended 31.03.2023

Dividend

41.76

38.40

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.

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 are 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 inefficient.

(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.

Â¦ Development of additional range of products.

Â¦ Strong focus on employee involvement to eliminate wastage in operations through focused initiatives.

Â¦ â¢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.

3. Technology Absorption, Adaptation and

Innovation:

(a) Efforts in brief, made towards technology absorption, adaptation and innovation:

Â¦ 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.

Â¦ I ndigenization 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:

Â¦ Dependency on imports is minimized / import substitution.

Â¦ Reduction of material cost.

Â¦ Improvement in Quality and product performance characteristics.

Â¦ Ability to innovate and produce new products.

Â¦ Establishing as manufacturing hub to supply globally.

(c) Information regarding technology imported during the last five years reckoned from the beginning of the financial year:

Technology absorption is under progress.

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^stMarch, 2024.

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 REA SONS 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. Parabrahman Tadimalla	Independent Director

Sl. No.	Name of the Director	Designation
5	Mr. K Chandrashekhar Sharma	Independent Director
6	Mr. Hidemi Yasuki	Non-Executive Director
7	Mr. Hideharu Nagahisa	Non-Executive Director
8	Mr. Yoshitake Tanaka	Whole Time Director
9	Mrs. Vidya Rangachar	Non-Executive Director
10	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. Parabrahman Tadimalla (DIN: 01392252) was appointed as an Additional Director on 14^th September, 2023 and redesignated as Independent Director on 11^th December, 2023.

b. Mr. K Chandrashekhar Sharma (DIN: 09505130) was appointed as an Additional Director on 14^th September, 2023 and re-designated as Independent Director on 11^thDecember, 2023.

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, 2024:

Sl. No.	Name of the Director	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. Vignesh P*	Company Secretary & Compliance officer
7	Ms. Suchithra R**	Company Secretary & Compliance officer

*Mr. Vignesh P had resigned from the position of Company secretary & Compliance officer and was relieved from services by closing hours of 13^th January, 2024.

**Mr. Suchithra R was appointed as Company Secretary & Compliance officer with effect from 06^th December 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, 2024, 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.

e. Action being taken to take care of welfare of the employees and other stakeholders.

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 H17.06 lakhs for identified CSR activities during the financial year

ending 31^st March, 2024. 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, 2024, 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 2023-24:

Name of the Director / Key Managerial Personnel (KMP)	Remuneration for the financial year 2023-24 (In H)	Remuneration for the financial year 2022-23 (In H)	% increase / (decrease) in remuneration in the financial year 2023-24	Ratio of remuneration of each Director / KMP to that of Median remuneration of employees
Mr. C P Rangachar, Managing Director	1,17,32,187	99,53,202	17.87	19.27:1
Capt. N S Mohanram, NonExecutive, Independent Director	-	1,20,000	-	-
Mr. R Srinivasan, Non-Executive, Independent Director	6,04,378	4,92,349	22.73	0.99:1
Dr. Premchander, Non-Executive, Independent Director	5,84,378	4,92,349	18.67	0.96:1
Mrs. Indra Prem Menon, NonExecutive, Lady Independent Director,	5,04,378	4,32,349	16.63	0.82:1

Name of the Director / Key Managerial Personnel (KMP)	Remuneration for the financial year 2023-24 (In H)	Remuneration for the financial year 2022-23 (In H)	% increase / (decrease) in remuneration in the financial year 2023-24	Ratio of remuneration of each Director / KMP to that of Median remuneration of employees
Mr. Parabrahman Tadimalla, NonExecutive, Independent Director	3,24,378	-	-	0.53:1
Mr. K Chandrashekhar Sharma, Non-Executive, Independent Director	3,24,378			0.53:1
Mrs. Vidya Rangachar, NonExecutive Director	4,24,378	3,12,349	35.83	0.69:1
Mr. Hideharu Nagahisa, NonExecutive Director	4,04,378	3,12,349	29.43	0.66:1
Mr. Hidemi Yasuki, Non-Executive Director	4,24,378	3,12,349	35.83	0.69:1
Mr. Kenichi Takaku, NonExecutive Director	-	40,000	-	-
Mr. K Gopalkrishna , Executive Director	71,29,120	69,80,770	2.12	11.71:1
Mr. H M Narasinga Rao, - Chief Financial Officer	63,24,946	62,17,520	1.72	10.39:1
M r. Yoshitake Tanka, Whole Time Director	50,06,400	36,04,867	38.87	8.22:1
Mr. A Venkatakrishnan, Chief Executive Officer,	48,66,117	47,43,879	2.57	7.99:1
Mr. Vignesh P¹, Company Secretary	8,45,195	1,27,916	-	1.38:1
Ms. Suchithra R². Company Secretary	2,75,530	-	-	0.45:1

c. Percentage of change in median remuneration of employees for the financial year is 2%.

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:

Â¦ Percentage Increase of salaries of employees other than the key managerial personnel in the financial year: 7% as compared to previous year.

Â¦ Percentage Increase in the key managerial remuneration in the financial year: 13% 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 2023-24.

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 affirmed 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

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.	Name of the Director	Designation
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 H13,00,00,000 consisting of 1,30,00,000 equity shares of H10/- each as on 31^stMarch, 2024.

During the year under review, the Company has issued 10,00,000 equity shares of face value H10 each at a premium of H619.00 each aggregating up to H6,290 lakhs to the Promoter i.e. Yuken Kogyo Company Limited on preferential allotment basis.

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 202425. Your Directors proposed to ratify the remuneration payable to them for the financial year 2024-25 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, 2024. 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 2023-24. The Secretarial Auditors Report for FY 202324 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 2024-25 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 2024, we are not required to prepare Business Responsibility and Sustainability Report. Hence the report is not prepared for the Financial year 2023-24.

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.

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.

For and on behalf of the Board of Directors

Parabrahman Tadimalla Dr. Premchander C P Rangachar

Place: Bengaluru Director Director Managing Director

Date: 22^nd May 2024 DIN: 01392252 DIN: 02278652 DIN: 00310893

Remuneration from 1^st April 2023 to 13^th January 2024

âRemuneration from 06^th December 2023 to 31^st March 2024

Notes:

1. The Net Profit after tax has increased by H737.49 lakhs (excluding other comprehensive income) as compared to the previous year and the remuneration of the Managing Director has increased by 17.87%. 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 2023-24 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.

4. The Members of Nomination and remuneration Committee and Board of Directors in its meeting held on 07^th June, 2021 have been approved to pay the one-time reward to Mr. K Gopalkrishna - Executive Director is H22 lakhs and Mr. H M Narasinga Rao - CFO & VP Finance is H20 lakhs. This reward is not included in their remuneration as mentioned above.

The number of permanent employees on the rolls of the Company as on 31^st March, 2024 was 389 (previous year: 384).

Mar 31, 2023

The 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 Hiahliahts:

Rs. In Lakhs
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31.03.2023	31.03.2022	31.03.2023	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 Controllina 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:

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:

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.

H in Lakhs
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
1	Coretec Engineering India Private Limited	Sumitomo Mitsui Banking Corporation	NIL	1,100
2	Grotek Enterprises Private Limited	HDFC Bank	NIL	600
2	Grotek Enterprises Private Limited	Sumitomo Mitsui Banking Corporation	NIL	2,000
The above loans, guarantees and investments are within the limits prescribed under Section 186 of the Companies Act, 2013.

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/

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

H In Lakhs
Particulars	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)
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:

Â¦ Replaced conventional light fixtures with energy efficient LED light fixtures in the plant.

Â¦ In order to conserve water the waterless Urinals have been installed in all restrooms of the main plant.

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

Â¦ Installation of Servo Stabilizer in Shop floor and certain office lighting reduced maintenance cost and saving in energy.

Â¦ 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.

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

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

Â¦ 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:			H in lakhs
Sl.	Particulars	Year ended	Year ended
No		31.03.2023	31.03.2022
1	Export Sales	338.84	327.30
2	Other Income	11.11 15.44
b. Expenditure in Foreign Currency:			H in lakhs
Sl.	Particulars	Year ended	Year ended
No		31.03.2023	31.03.2022
1	Brand fee	117.53	103.63
2	Others	40.23	-

c. Remittance in Foreign Currency on Account of:
			H in lakhs
Sl.	Particulars	Year ended	Year ended
No		31.03.2023	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.

(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.

Â¦ Development of additional range of products.

Â¦ Strong focus on employee involvement to eliminate wastage in operations through focused initiatives.

Â¦ 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 andInnovation:

(a) Efforts in brief, made towards technology absorption, adaptation and innovation:

Â¦ 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:

Â¦ Dependency on imports is minimized / import substitution.

Â¦ Reduction of material cost.

Â¦ Improvement in Quality and product performance characteristics.

Â¦ 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^stMarch, 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	M r. 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^stMarch, 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 H 18,27,547.40/- 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, Independent Director	1,20,000	4,20,647	(71.47)	0.18:1
Mr. R Srinivasan, Non-Executive, Independent Director	4,92,349	4,80,645	2.44	0.76:1
Dr. Premchander, Non-Executive, Independent Director	4,92,349	5,04,645	(2.44)	0.76:1
Mrs. Indra Prem Menon, Non-Executive, Lady Independent Director,	4,32,349	3,24,645	33.18	0.66:1
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

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. 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:

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

Â¦ 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 (Nonexecutive) 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 affirmed 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	Nil
	purchase of its own shares by trustees for the
	benefit of employees

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^stMarch, 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 202324. 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 202223 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:

41. FORWARD-LOOKING STATEMENTS:

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.

Mar 31, 2018

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

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)

Particular

As on 31.03.2018

As on 31.03.2017

Export Sales

246.38

670.06

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)

Particular

As on 31.03.2018

As on 31.03.2017

Dividend

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.

- 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 05^th 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 23^rd August, 2017 and re designated as Director at the AGM held on 05^th 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 15^th February, 2018 and Ms. Sridevi Ch, Company Secretary resigned with effect from 12^th 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 12^th February, 2018 and Mr. A Venkatakrishnan appointed as VP - Operations with effect from 15^th 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 05^th 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 05^th 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 23^rd August, 2017	2,44,667			0.29:1
Mr. Koichi Oba Non Executive Director w.e.f 23^rd 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 15^th February, 2018	44,41,775	44,99,053	(1.27)	5.28:1
Ms. Sridevi Ch, Company Secretary up to 12^th February, 2018	5,24,755	6,01,237	(12.72)	0.62:1
Mr. Vinayak Hegde Company Secretary w.e.f 12^th 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 15^th 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 31^st 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 31^st 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 31^st 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 31^st 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 41^st Annual General Meeting held on 05^th September, 2017, for a period of 5 years and to hold the office up to the conclusion 46^th 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:

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)

Mar 31, 2017

To the Members,

The Directors have pleasure in presenting their 41st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2017.

1. FINANCIAL RESULTS

The Company is carrying on the business of manufacturing of hydraulic valves, pumps, systems and cast iron castings. During the year, the Company has registered a total income of Rs. 19,675 lakhs compared to Rs. 19,869 lakhs of previous year. The foundry business of the Company has been transferred to Grotek Enterprises Pvt. Ltd., by way of slump sale during the year with effect from 01st October, 2016. Hence the financial performance pertaining to foundry business for the first half of the year 2016-17 was considered in arriving at the financial results. The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

Financial summary or highlights: (R_s j_n j__akhs)

Particulars	2016-17	2015-16
Total Income	19,675	19,869
Total expenditure	18,712	18,874
Profit before interest, depreciation and tax	963	995
Finance cost	574	503
Depreciation	388	461
Profit before Exceptional items and tax	01	31
Exceptional items*	328	-
Profit after Exceptional items & before tax	(327)	31
Provision for taxation (Net of deferred tax)	356	28
Profit after tax	29	03
Balance in Statement of profit and loss	4,590	4,623
Amount available for appropriation	4,619	4,626
Appropriations:
General reserve	-	-
Proposed dividend	-	30
Tax on proposed dividend	-	06
Balance carried to Balance Sheet	4,619	4,590
Total	4,619	4,626

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

2. THE EXTRACT OF ANNUAL RETURN (FORM MGT-9)

The extract of Annual Return for the financial year 2016-17 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 and is attached to this report.

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

Five Board Meetings were held during the financial year, 2016-17 viz., on 28th May 2016, 13th August 2016, 21st September 2016, 19th October 2016 and 04th February 2017.

4. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its Responsibility Statement:

(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.

5. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy of the Company pertaining to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other relevant matters as provided under section 178(3) of the Companies Act, 2013 may be accessed on the Company''s website, web link of which is as under:

http://www.yukenindia.com/wp-content/uploads/2016/05/

Nomination-Remuneration-Policy.pdf

6. EVALUATION OF 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 was carried out.

7. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLOSURES MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR RESPECTIVE REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors or by the Practicing Company Secretary in their respective reports.

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

Loans:

During the year, the Company has provided a corporate loan of Rs. 77,000,000/- (Rupees Seven Crore Seventy Lakh Only) to Grotek Enterpises Pvt. Ltd., a wholly owned subsidiary of the Company.

Corporate Guarantee:

\| Particulars	Bank	Amount (Rs.) \|
Corporate Guarantee to	State	120 lakhs
Coretec Engineering India	Bank of
Private Limited (Subsidiary)	India
Corporate Guarantee to	HDFC	220 lakhs
Yuflow Engineering Private	Bank Ltd.
Limited (Subsidiary)

Investments:

An investment of Rs. 50,100,000/- (Five Core and One Lakh Only) was made in Grotek Enterprises Pvt. Ltd., by subscribing to 5,010,000 equity shares of Rs. 10/- each during the year.

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

2013.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE 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) (from 01.10.2016)	Sai India Ltd (Associate) (Unaudited)	Kolben Hydraulics Ltd. (Associate)	Bourton Consulting (India) Pvt. Ltd. (Associate)
Total Income FY 2016-17	1081.62	792.21	1904.65	2081.10	309.36	63.27
FY 2015-16	778.17	1011.65	-	1849.66	227.78	70.89
Total expenditure FY 2016-17	988.71	1023.32	2086.34	1807.23	289.89	56.69
FY 2015-16	697.17	1109.61	(0.075)	1689.57	219.65	60.37
Profit before interest, depreciation and tax FY 2016-17	92.91	(231.11)	(181.69)	273.87	19.47	6.57
FY 2015-16	81.00	(97.95)	(0.075)	160.09	8.13	10.42
Finance cost FY 2016-17	13.02	26.02	19.96	93.63	2.02
FY 2015-16	11.13	28.93	-	90.66	1.24	0.09
Depreciation FY 2016-17	29.10	24.60	97.22	106.60	6.21	2.69
FY 2015-16	22.41	27.36	-	110.45	6.48	3.25
Profit before Exceptional items, Prior year items and tax FY 2016-17	50.79	(281.73)	(298.87)	73.63	11.24	3.89
FY 2015-16	47.46	(154.25)	(0.075)	(41.02)	0.41	7.16
Exceptional items FY 2016-17
FY 2015-16	-	(53.00)	-	-	-	-
Profit after Exceptional items but before prior year items and tax FY 2016-17	50.79	(281.73)	(298.87)	73.63	11.24	3.89
FY 2015-16	47.46	(207.25)	(0.075)	(41.02)	0.41	7.16
Prior year items FY 2016-17
FY 2015-16	-	-	-	-	-	-

A statement containing salient features of financial statements of subsidiaries and associate companies in Form AOC-1 is enclosed herewith as Annexure-2 to this report.

Profit after Exceptional items and prior year items but before tax FY 2016-17 FY 2015-16	50.79 47.46	(281.73) (207.25)	(298.87) (0.075)	73.63 (41.02)	11.24 0.41	3.89 7.16
Provision for taxation (Net of deferred tax) FY 2016-17	16.97		5.93		2.14	1.42
FY 2015-16	18.70	-	-	2.49	0.10	2.23
Profit/ (Loss) after tax FY 2016-17	33.81	(281.73)	(304.80)	73.63	9.10	2.47
FY 2015-16	28.76	(207.25)	(0.075)	(38.53)	0.51	4.93
Earnings per share (in Rs.) FY 2016-17	5.46	(14.09)	(24.19)	8.18	0.91	1.71
FY 2015-16	4.64	(19.85)	(0.75)	(4.28)	0.05	3.30

10. 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 Accounting Standard-18 are set out in Note-32 to the standalone financial statements of the Company.

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is set out 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

11. DETAILS OF AMOUNTS TRANSFERRED TO RESERVES

Your Company has not transferred any amount to General Reserves.

12. DIVIDEND

The Board of Directors is pleased to recommend a dividend of 10% on equity shares of the Company for the year ended

31st March, 2017, subject to the approval of the members at the ensuing Annual General Meeting

13. TRANSFER OF UNCLAIMED DIVIDEND b EQUITY SHARES IN RESPECT OF WHICH DIVIDENDS FOR 7 CONSECUTIVE YEARS REMAIN UNPAID TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

Since the Company has not declared / distributed any dividend for the financial year 2008-09, there is no unclaimed and unpaid dividend pertaining to that financial year and hence it was not required to remit any amount to the Investors Education and Protection Fund in accordance with section 125 of the Companies Act, 2013, during the year 2016-17. The Company is required to transfer unpaid dividend pertaining to the year 2009-10 to IEPF.

Also, in pursuance of the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rulesâ) notified by the Ministry of Corporate Affairs effective September 7,

2016 and subsequent amendments effective February 28, 2017, we are required to transfer all the equity shares in respect of which dividends for 7 (seven) consecutive years have remained unpaid / unclaimed to Demat account of IEPF Authority.

14. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN 31ST MARCH,

2017 AND 29TH MAY, 2017

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year (31st March, 2017) and the date of the Report (29th May, 2017).

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

1. Conservation of Energy:

The Company has taken various steps for conservation of energy in the process of implementing several projects. Energy conservation is a consistent focus area for the Company both from cost control as well as social responsibility perspective. The power factor is regularly monitored and maintained between 0.99 and 1.00. LED lights are being used in the Company''s premises so that the power consumption comes down.

2. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: (Rs. in lakhs)

Export Sales	670.06
Other Income	4.31
Expenditure in Foreign Currency: (Rs. in lakhs)
Brand fee	80.32
Royalty	5.66
Interest	0.00
Others	19.95
Remittance in Foreign Currency on Account of: (Rs. in lakhs)
Dividend	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 up gradations and to develop new products that would give an edge over competitors.

(a) Specific areas in which R&D is carried out by the

Company

i. Up gradation and modification of chip compacting machine which was originally designed by Yuken Kogyo Co. Ltd., Japan.

ii. Several concepts of energy saving hydraulic power units have been designed to suit customer requirements.

iii. Development of high pressure application valves and pumps for 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.

- 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 2016-17.

17. DIRECTORS

There is no change in the composition of Board of Directors, during the year.

The Independent Directors have submitted their declarations to the Board stating that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013.

18. KEY MANAGERIAL PERSONNEL

Mr. C P Rangachar, Managing Director, Mr. H M Narasinga Rao, Chief Financial Officer, Mr. Subramanya Uiiai, Chief Executive Officer and Ms. Sridevi Ch, Company Secretary are the Key Managerial Personnel in accordance with the provisions of section 203 of the Companies Act, 2013, during the period under report.

19. DEPOSITS

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

20. MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES

There are no significant and material orders passed by the regulators or courts or tribunals during the year, impacting the going concern status and Company''s operations in future.

21. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

22. RISK MANAGEMENT POLICY

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.

23. 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 directly or indirectly take up programs that benefit the communities over a period of time, in enhancing the quality of life and economic well being of the people around.

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, and

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

However, since the CSR provisions are not applicable to the Company for the year 2016-17, it was not required to allocate / spend any funds towards CSR activities under the provisions of section 135 of the Companies Act, 2013.

24. COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

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.

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

25. DETAILS OF REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements of the Company, during the year 2016-17.

26. 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.

27. 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 2016-17.

Name of the Director / KMP	Remuneration for financial year 2016-17 (in Rs.)	Remuneration for financial year 2015-16 (in Rs.)	% increase in remuneration in the financial year 2016-17	Ratio of remuneration of each Director/KMP to that of Median remuneration of employees
Mr. C P Rangachar, Managing Director	5,292,489	5,543,841	-4.53%	7.54:1
Mr. O Tanaka, Chairman & Non-Executive Director	10,000	10,000	Nil	0.01:1
Capt. N S Mohanram, Non-Executive Independent Director	90,000	100,000	Nil	0.13:1

Name of the Director / KMP	Remuneration for financial year 2016-17 (in Rs.)	Remuneration for financial year 2015-16 (in Rs.)	% increase in remuneration in the financial year 2016-17	Ratio of remuneration of each Director/KMP to that of Median remuneration of employees
Mr. R Srinivasan, Non-Executive Independent Director	70,000	70,000	Nil	0.10:1
Dr. Premchander, Non-Executive Independent Director	70,000	60,000	Nil	0.10:1
Mr. S Hattori, Nominee Director	10,000	10,000	Nil	0.01:1
Mrs. Vidya Rangachar, Non-Executive Director	50,000	50,000	Nil	0.07:1
Mr. H M Narasinga Rao, CFO	4,868,252	4,618,845	5.40%	6.94:1
Mr. Subramanya Ullal, CEO	4,499,053	4,260,268	5.60%	6.41:1
Ms. Sridevi Ch, Company Secretary	601,237	530,657	13.30%	0.86:1

Notes:

The Net Profit after tax has increased by Rs. 26 iakhs compared to the previous year and the remuneration of the Managing Director has decreased by 4.53%.

b. The median remuneration of employees of the Company during the year and percentage increase (decrease) in the median remuneration of employees compared to the previous financial year:

Particulars	2016-17 (Rs.)	2015-16 (Rs.)	Increase in %
Median Remuneration of all employees	701,572/-	607,405/-	15.50%

c. The number of permanent employees on the rolls of the Company as on 31st March, 2017 was 304.

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

The Profit After Tax for the financial year 2016-17 stood at Rs. 29 lakhs and the average increase in median employee remuneration was 15.50%. 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 2016-17 has increased by 2.06% whereas the total revenue from the operations has decreased by 1.22% when compared to the previous year. The decline in revenue is due to transfer of Foundry Business to Grotek Enterprises Pvt. Ltd. during the year and hence the revenue generated for the first half of the year only has been considered. Remunerations of the KMP are as per the industry benchmarks.

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:

S.No.	Particulars	2016-17	2015-16 \|
i.	Variations in the market capitalization of the Company	Rs. 314.82 crores	Rs. 92.10 crores
ii.	Price Earnings Ratio of the Company	1072:1	2791:1

(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. 1049.40 as on 31st March, 2017 indicating a Compounded Annual Growth Rate of 19.60%. This is excluding the dividend accrued thereon.

g. Average percentage increase already made in the salaries of employees other than the 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 managerial personnel in the financial year: 10.31%

-Percentage increase/decrease in the managerial remuneration: 2.06%

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 were not paid any commission during the financial year 2016-17.

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

Not Applicable.

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:

Name

Designation

Remuneration

Received

Contractual / otherwise

Qualification & Experience

Date of

commencement of employment

Age

Last

employment

% of equity shares held in company

Whether relative of any director or manager of Company

Nil

(i) Employed throughout the financial year and were in receipt of remuneration for the year, in the aggregate of not less than Rs. 6,000,000/- - 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. 500,000/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

28. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company has registered a turnover of Rs. 19,675 lakhs compared to Rs. 19,869 lakhs in the previous year. Operations of the Company for the year under review have resulted in a net profit of Rs. 29 lakhs.

As per the Meteorological Department, monsoon will be average during the year 2017-18. Hence we expect that the economy may grow from 7.2% to 7.5%. The order position is encouraging during the year and we expect that the demand for our products will continue to be good during the year.

29. SHARES

a. BUY-BACK OF SHARES

The Company has not bought back any of its securities during the year.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year.

c. BONUS SHARES

No Bonus Shares were issued during the year.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to its employees, during the year.

30. COST AUDITORS

Pursuant to the provisions of section 134 of the Companies Act, 2013, the Board had appointed M/s. Adarsh Sharma & Co, Cost Accountants, Bangalore, as Cost Auditors for conducting Cost Audit for the financial year 2017-18.

31. STATUTORY AUDITORS

Tenure of M/s. Deloitte Haskins & Sells, Chartered Accountants, Bangalore who were acting as the Statutory Auditors is going to expire at the conclusion of the ensuing Annual General Meeting. M/s. Walker Chandiok & Co. LLP, Chartered Accountants, are proposed to be appointed as the Statutory Auditors for a period of 5 consecutive years, subject to approval of the members of the Company.

32. SECRETARIAL AUDITORS

The Board has appointed M/s. Joseph & Chacko LLP, Practicing Company Secretaries, Bangalore for conducting Secretarial Audit for the financial year 2017-18 in compliance with the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A report on Secretarial Audit for the financial year 2016-17 in Form MR-3 is attached herewith as Annexure-4.

33. CORPORATE GOVERNANCE

34. 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.

35. CONSOLIDATED FINANCIAL STATEMENTS

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 provided in the Annual Report.

36. 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.

37. ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Place: Bangalore CP Rangachar Capt. N S Mohanram R Srinivasn

Date: 29th May, 2017 Managing Director Director Director

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting their 40^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS

The Company is carrying on the business of manufacturing of hydraulic valves, pumps, systems and cast iron castings. During the year, the Company has registered a total income of Rs. 19,869 lakhs compared to Rs. 18,610 lakhs of previous year. The Companyâs financial performance for the year under review along with previous yearâs figures is given hereunder:

Financial highlights:

(Rs. In Lakhs)

Particulars	2015-16	2014-15
Total Income	19,869	18,610
Total expenditure	18,874	17,677
Profit before interest, depreciation and tax	995	933
Finance cost	503	418
Depreciation	461	458
Profit before Exceptional items and tax	31	57
Exceptional items	-	-
Profit after Exceptional items & before tax	31	57
Provision for taxation (Net of deferred tax)	28	(16)
Profit after tax	03	73
Balance in Statement of profit and loss	4,623	4,623
Amount available for appropriation	4,626	4,696
Appropriations:
Depreciation on transition to Schedule II of the Companies Act, 2013		15
General reserve	-	4
Proposed dividend	30	45
Tax on proposed dividend	6	9
Balance carried to Balance Sheet	4,590	4,623
Total	4,626	4,696

2. THE EXTRACT OF ANNUAL RETURN (FORM MGT-9)

The extract of Annual Return for the financial year 2015

16 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 and is attached to this report.

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

Five Board Meetings had been held during the financial year, 2015-16 viz., on 09^th May 2015, 24^th July 2015, 15^th September 2015, 04^th November 2015 and 05^th February 2016.

4. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its Responsibility Statement:

(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.

5. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy of the Company pertaining to appointment of Directors, payment of managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other relevant matters as provided under section 178(3) of the Companies Act, 2013 may be accessed on the Companyâs website, web link of which is as under:

http://www.yukenindia.com/wp-content/uploads/2016/05/ Nomination-Remuneration-Policy.p df

6. EVALUATION OF DIRECTORS

7. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLOSURES MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR RESPECTIVE REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors or by the Practicing Company Secretary in their respective reports.

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

Particulars of Loans, guarantees or investments made under section 186 are furnished as under:

No loans have been given during the year.

An investment of Rs. 100 lakhs has been made in Yuflow Engineering Pvt. Ltd., by subscribing to 10 lakh shares of Rs. 10/- each.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Particulars

Bank

Amount

(Rs.)

Corporate Guarantee to Yuflow Engineering Private Limited (Subsidiary)

HDFC Bank Ltd.

220 lakhs

Corporate Guarantee to Coretec Engineering India Private Limited (Subsidiary)

State Bank of India

120 lakhs

The above guarantees are within the limits prescribed under section 186 of the Companies Act, 2013.

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)	* Sai India Ltd (Associate)	Kolben Hydraulics Ltd. (Associate)	Bourton Consulting (India) Pvt. Ltd. (Associate)
Total Income FY 2015-16	778.17	1011.66	1859.86	227.78	70.89
FY 2014-15	718.23	1121.24	1583.15	221.77	64.76
Total expenditure FY 2015-16	697.17	1109.61	1699.53	219.65	60.37
FY 2014-15	631.10	1098.44	1438.85	210.64	54.13
Profit before interest, depreciation and tax FY 2015-16	81.00	(97.95)	160.33	8.13	10.52
FY 2014-15	87.13	22.80	144.31	11.12	10.63
Finance cost FY 2015-16	11.13	28.93	90.66	1.24	0.09
FY 2014-15	11.69	28.57	96.80	1.28	0.60
Depreciation FY 2015-16	22.41	27.36	110.45	6.48	3.25
FY 2014-15	27.92	37.34	126.24	8.17	6.19
Profit before Exceptional items, Prior year items and tax FY 2015-16	47.46	(154.24)	(40.78)	0.41	7.16
FY 2014-15	47.52	(43.11)	(78.73)	1.68	3.84
Exceptional items FY 2015-16		(53.00)
FY 2014-15	-	-	-	-	-
Profit after Exceptional items but before prior year items and tax FY 2015-16	47.46	(207.24)	(40.78)	0.41	7.16
FY 2014-15	47.52	(43.11)	(78.73)	1.68	3.84
Prior year items FY 2015-16
FY 2014-15	-	-	-	3.00	-
Profit after Exceptional items and prior year items but before tax FY 2015-16	47.46	(207.24)	(40.78)	0.41	7.16
FY 2014-15	47.52	(43.11)	(78.73)	(1.33)	3.84
Provision for taxation (Net of deferred tax) FY 2015-16	18.70		2.49	0.10	2.23
FY 2014-15	6.97	-	(2.86)	(7.56)	1.33
Profit/ (Loss) after tax FY 2015-16	28.76	(207.24)	(38.29)	0.51	4.93
FY 2014-15	40.55	(43.11)	(75.87)	6.23	2.51
Earnings per share (in Rs.) FY 2015-16	4.64	(19.85)	(4.25)	0.05	3.91
FY 2014-15	6.54	(4.31)	(8.43)	0.64	1.99

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

Note: * Consolidated financials include un-audited financials of Sai India Ltd., one of the Associates.

10. 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 armâs 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 Accounting Standard-18 are set out in Note-30 to the standalone financial statements of the Company.

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-3 to this report.

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

http://www.yukenindia.com/wp-content/uploads/2016/02/ Related-Party-Transactions-Policy.pdf

11. DETAILS OF AMOUNTS TRANSFERRED TO RESERVES

Your Company has not transferred any amount to General Reserves.

12. DIVIDEND

The Board of Directors is pleased to recommend a dividend of 10% on equity shares of the Company for the year ended 31^st March, 2016, subject to the approval of the members at the ensuing Annual General Meeting.

13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since the Company has not declared / distributed any dividend for the financial year 2009-10, there is no unclaimed and unpaid dividend pertaining to that financial year and hence it is not required to remit any amount to the Investors Education and Protection Fund in accordance with section 125 of the Companies Act, 2013, during the year 2016-17.

14. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN 31^st MARCH, 2016 AND 28^th MAY, 2016

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year (31^st March, 2016) and the date of the Report (28^th May, 2016).

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

1. Conservation of Energy:

The Company has taken various steps for conservation of energy in the process of implementing several projects. Energy conservation is a consistent focus area for the Company both from cost control as well as social responsibility perspective. The power factor is regularly monitored and maintained between 0.99 and 1.00. LED lights are being used in the Companyâs premises so that the power consumption comes down. Solar power is being used at foundry division of the Company at Malur.

2. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: (Rs. in lakhs)

Export Sales	574.02
Other Income	22.46

Expenditure in Foreign Currency: (Rs. in lakhs)

Brand fee	75.03
Royalty	5.55
Interest	0.80
Others	42.75

Remittance in Foreign Currency on Account of:

(Rs. in lakhs)

Dividend

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.

2015-16 was an eventful year for Yuken India Limitedâs R&D efforts. Apart from contributions to analyzing customer complaints and field failures on various products, the release of a new and revamped product catalog was a significant milestone. The core idea of the Companyâs 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. Design and release of a high speed metal chip compacting machine branded as âKirikoâ which is based on Yuken Kogyo Co. Ltd.âs original design. It is a leap over the Japanese design and answers the need of the Indian customers.

ii. Several concepts of energy saving hydraulic power units have been designed and are in various stages of testing. These will cater to the machine tool industry, one of the most important industry segments of the Company.

iii. Development of larger valves for process and steel industries, rugged vane pumps for special applications and development of high efficiency gear pumps.

(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

â¢ Development of additional range of products

â¢ Focus on process improvements to enable the Company to penetrate the export market

â¢ 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:

â¢ 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.

â¢ Indigenization is a continuous ongoing effort.

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

â¢ Reduction of material cost

â¢ Quality improvement and improvement in product performance characteristics

â¢ 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 thereof and future plans of action: NA

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 2015-16.

17. JOINT DEVELOPMENT OF COMPANYâS PROPERTY LOCATED AT WHITEFIELD, BANGALORE

During the year, the Company has entered into a Joint Development Agreement with Brigade Enterprises Ltd., Bangalore for developing its property located at Whitefield, Bangalore in order to maximize the returns. The Company is under process of shifting the entire plant from Whitefield to Malur, Kolar District.

18. DIRECTORS

There is no change in the composition of Board of Directors, during the year.

The Independent Directors have submitted their declarations to the Board stating that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013.

19. KEY MANAGERIAL PERSONNEL

Mr. C P Rangachar, Managing Director, Mr. H M Narasinga Rao, Chief Financial Officer, Mr. Subramanya Ullal, Chief Executive Officer and Ms. Sridevi Ch, Company Secretary are the Key Managerial Personnel in accordance with the provisions of section 203 of the Companies Act, 2013, during the period under report.

20. DEPOSITS

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

21. MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES

There are no significant and material orders passed by the regulators or courts or tribunals during the year, impacting the going concern status and Companyâs operations in future.

22. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companyâs 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.

23. RISK MANAGEMENT POLICY

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.

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

> 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 well being of the people around.

In accordance with the Companyâs 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. Presented a camera to traffic police in Whitefield,

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

4. Supplied uniforms, shoe and bags to school children at Hedagenabele, Kolar District and

5. Donation towards pendal, furniture and food for meditation programme organized by the villages of Hedagenabele.

However, since the CSR provisions are not applicable to the Company for the year 2015-16, it was not required to allocate / spend any funds towards CSR activities under the provisions of section 135 of the Companies Act, 2013.

25. COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

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, 2013, and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companyâs Board has constituted an Audit Committee with the following Directors:

1. Capt. N S Mohanram - Chairman

2. Mr. R Srinivasan - Member

3. Mr. CP Rangachar - Member

4. Dr. Premchander - Member

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

The Company has established a Vigil Mechanism to deal with the genuine concerns of the employees and Directors pertaining to the Companyâs 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. DETAILS OF REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements of the Company, during the year 2015-16.

27. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

As part of the Familiarisation 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. Companyâs policies and procedures.

28. 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 employeeâs 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 2015-16.

Name of the Director / KMP	Remuneration for financial year 2015-16 (in Rs.)	Remuneration for financial year 2014-15 (in Rs.)	% increase in remuneration in the financial year 2015-16	Ratio of remuneration of each Director/ KMP to that of Median remuneration of employees
Mr. C P Rangachar, Managing Director	5,543,841	5,284,401	4.91%	9.13:1
Mr. O Tanaka, Chairman & Non-Executive Director	10,000	10,000	Nil	0.02:1
Capt. N S Mohanram, Non-Executive Independent Director	100,000	90,000	Nil	0.16:1
Mr. R Srinivasan, Non-Executive Independent Director	70,000	90,000	Nil	0.12:1
Dr. Premchander, Non-Executive Independent Director	60,000	30,000	Nil	0.09:1
Mr. S Hattori, Nominee Director	10,000	10,000	Nil	0.02:1
Mrs. Vidya Rangachar, Non-Executive Director	50,000	-	*	0.08:1
Mr. H M Narasinga Rao, CFO	4,618,845	4,193,165	10.72%	7.60:1
Mr. Subramanya Ullal, CEO	4,260,268	3,318,267	28.39%	7.01:1
Ms. Sridevi Ch, Company Secretary	530,657	349,285	**	0.87:1

Notes:

The Net Profit after tax has declined in the financial year 2015-16 and the remuneration of the Managing Director has been increased by 4.91%.

* Percentage increase in remuneration not reported as she was holding Directorship for part of the financial year 2014-15 and remuneration is proportionately adjusted.

**Percentage increase in remuneration not reported as she was employed for part of the financial year 2014-15 and remuneration is proportionately adjusted.

b. The median remuneration of employees of the Company during the year and percentage increase/(decrease) in the median remuneration of employees compared to the previous financial year:

Particulars

2015-16

(Rs.)

2014-15

(Rs.)

Increase in %

Median

Remuneration of all employees per annum

607,405/-

527,856/-

13.49%

c. The number of permanent employees on the rolls of the Company as on 31^st March, 2016 was 390.

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

The Profit Before Tax for the financial year 2015-16 was Rs. 31 lakhs and the average increase in median employee remuneration was 13.49%. 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 2015-16 has been increased by 15.92% whereas the total revenue from the operations has increased by 7.36% when compared to the previous year. Remunerations of the KMP are as per the industry benchmarks.

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:

S.No.	Particulars	2015-16	2014-15
i.	Variations in the market capitalization of the Company	Rs. 92.10 crores	Rs. 68.22 crores
ii.	Price Earnings Ratio of the Company	2791:1	100.18:1

(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. 307.00 as on 31^st March, 2016 indicating a Compounded Annual Growth Rate of 14.08%. This is excluding the dividend accrued thereon.

Name

Designation

Remuneration

Received

Contractual / otherwise

Qualification & Experience

Date of commencement of employment

^Ag^e

Last

employment

% of equity shares held in company

Whether relative of any director or manager of Company

- 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

(i) Employed throughout the financial year and were in receipt of remuneration for the year, in the aggregate of not less than Rs. 6,000,000/- - 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. 500,000/- per month - Nil

â¢ Average percentage increase of salaries of employees other than the managerial personnel in the financial year: 8.36%

â¢ Percentage increase/decrease in the managerial remuneration: 4.91%

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

Not Applicable.

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 ofManagerial Personnel) Rules, 2014:

29. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company has registered a turnover of Rs. 19,767 lakhs compared to Rs. 18,412 lakhs in the previous year. Operations of the Company for the year under review have resulted in a net profit of Rs. 3.34 lakhs.

As predicted by the Meteorological Department, we expect a good monsoon during the current year. We anticipate that the GDP may grow above 7.50% during 2016-17 and the demand for our products will increase.

30. SHARES

a. BUY-BACK OF SHARES

The Company has not bought back any of its securities during the year.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year.

c. BONUS SHARES

No Bonus Shares were issued during the year.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to its employees, during the year.

31. COST AUDITORS

32. STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Bangalore had been appointed as the Statutory Auditors for a period of 3 years in the 38^th Annual General Meeting of the Company held on 09^th September, 2014, whose appointment

33. SECRETARIAL AUDITORS

The Company has appointed M/s. BG & Associates, Practising Company Secretaries, Bangalore for conducting Secretarial Audit for the financial year 2015-16 in compliance with the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A report on Secretarial Audit in Form MR-3 is attached herewith as Annexure-4.

34. CORPORATE GOVERNANCE

35. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA) forms part of this report as Annexure-6 setting out an analysis of business including the industry scenario, performance, financial analysis and risk mitigation.

36. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on âConsolidated Financial Statementsâ read with Accounting Standard AS-23 on âAccounting for Investments in Associatesâ, 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 âanticipateâ, âbelieveâ, âestimateâ, âexpectâ, âintendâ, âwillâ 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 Companyâs 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: Bangalore C P Rangachar Capt. N S Mohanram Dr. Premchander

Date: 28^th May, 2016 Managing Director Director Director

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 38th annual report and the audited accounts for the financial year ended 31st March 2014.

FINANCIAL RESULTS

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

Appropriations:

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

REVIEW OF PERFORMANCE

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.

DIVIDEND

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.

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.

COMPLIANCE CERTIFICATE

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

I

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 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

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 2013.

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 re-appointment.

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.

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.

CONSOLIDATED FINANCIAL STATEMENTS

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.

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 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 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 Organization can be built only with the highest standards of performance on economic, social and environmental param- eters.

DISCLOSURE OF PARTICULARS UNDERSECTION 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 at Malur Plant.

INFORMATION UNDER SECTION 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 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 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 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.

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.

SECRETARIAL AUDITORS

The Company has appointed M/s.BG & Associates, Company Secretaries for the Secretarial Audit for the financial year 2014-15.

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

Place: Bangalore C P Rangachar CAPT. N S Mohanram R Srinivasan Date: 29th May 2014 Managing Director Director Director

Mar 31, 2012

The Board of Directors are pleased to present the 36th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2012.

FINANCIAL RESULTS

The Financial performance of the Company, for the year ended 31st March 2012 is summarized below.

(Rs in Lakhs)

Particulars 2011-12 2010-11

Total Income 17,198 15,072

Total Expenditure 14,958 13,088

Profit before Interest, Depreciation & Tax 2,240 1,984

Finance cost 413 266

Depreciation 288 252

Profit Before Tax 1,539 1,466

Provision for Taxation(Net of deferred tax) 502 486

Profit After Tax 1,037 980

Balance in profit and Loss Account 3,451 2,658

Amount available for appropriation 4,488 3,638

Appropriations:

General Reserve 104 100

Proposed Dividend 75 75

Tax on Proposed Dividend 12 12

Balance Carried to Balance Sheet 4,297 3,451

Total 4,488 3,638

REVIEW OF PERFORMANCE

During the year under review, the Company achieved a turnover of Rs17,198 Lakhs compared to Rs 15,072 Lakhs in 2011. The operations of the Company for the year under review have resulted in a net profit of Rs1,037 Lakhs.

DIVIDEND

Your Directors are pleased to recommend a dividend of 25% on the equity shares of the Company for the year ended 31st March 2012, 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 by the workmen representatives in arriving at an amicable wage settlement.

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 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. Having regard to the provisions of Section 219(1) (b)(iv) of the said act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particular may write to the Compliance Officer at the registered office of the Company.

Information required under section 217(2A) of the Companies Act 1956 Read with Companies (Particulars of Employment) Rules 1975

SI Name Designation Gross Qualification Age No Remuneration (Rs.)

1 CP Managing Rs.85.78 BE.MIE 69 Rangachar Director lakhs

Name Date of Experience Last commence (including employment ment of previous held/ employment years if any) designation

C P Rangachar 1978.05.01 47 Director-

PGI(P)

Ltd,

Chennai

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.

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. R Srinivasan and Mr. V Balaji Bhat, Director is liable to retire by rotation at this Annual General Meeting. They are eligible and offer themselves for re-appointment. Brief Resume 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 AGM.

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 2012, the applicable accounting standards have been followed.

2. Such accounting policies have been selected and applied consistently and 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 2012 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 fraud and other irregularities.

4. The accounts for the year ended 31st March 2012 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,1 performance, financial analysis and risk mitigation.

CONSOLIDATED FINANCIAL STATEMENTS

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 provided 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, Profit and Loss Account 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 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.

During the year under review, your Company has the following subsidiary Companies viz (i) Courted Engineering India Pvt Ltd, Bangalore (ii) Yalow Engineering Pvt. Ltd, Chennai and (iii) Prism Hydraulics Pvt Ltd, Belgaum.

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 systems in place covering the entire Factory premises.

During the year, your Company donated Computers to a Government School at Malur, Kolar District, Karnataka.

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 checkup 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 to the employees in collaboration with the Directorate 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 in 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 Organization 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 UNDER SECTION 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

Foreign Exchange Earnings:-

Export sales Rs.340.75 lakhs

Others Rs. 15.70 lakhs

Expenditure in Foreign Currency on account of (on payment basis)

Interest Rs.2.18 lakhs

Others Rs.44.61 lakhs

Brand Fee Rs.70.45 lakhs

Remittance in Foreign currency on account of:

Dividends Rs.30.00 lakhs

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 & 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 on R&D expenditure as the scope of activities carried out goes 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 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

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, retiring at the ensuing Annual General Meeting, pursuant to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act, 1956, be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors."

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, Vendors, Financial Institutions, Banks, Collaborators, and Investors 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 V. Balaji Bhat R. Srinivasan C P Rangachar

Date: 21st May,2012 Director Director Managing Director

Mar 31, 2011

Dear Members,

The Board of Directors are pleased to present the 35th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2011.

FINANCIAL RESULTS

The Financial performance of the Company, for the year ended 31st March 2011 is summarized below.

(Rs in Lakhs)

Particulars 2010-11 2009-10

Total Income 15,084 11,632

Total Expenditure 13,115 10,064

Profit before Interest, Depreciation & Tax 1,969 1,568

Interest 251 279

Depreciation 252 252

Profit Before Tax 1,466 1,036

Provision for Taxation (Net of deferred tax) 486 343

Profit After Tax 980 693

Balance in profit and Loss Account 2,658 2,122

Amount available for appropriation 3,638 2,815

Appropriations:

General Reserve 100 70

Proposed Dividend 75 75

Tax on Proposed Dividend 12 12

Balance Carried to Balance Sheet 3,451 2,658

Total 3,638 2,815

REVIEW OF PERFORMANCE

During the year under review, the Company achieved a turn over of Rs 15,084 Lakhs compared to Rs 11,632 Lakhs in 2010. The operations of the Company for the year under review have resulted in a net profit of Rs.980 Lakhs.

DIVIDEND

Your Directors are pleased to recommend a dividend of 25% on the equity shares of the Company for the year ended 31st March 2011, 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 express their appreciation to all the employees for their 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 Governance 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 (Particu- lars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particular may write to the Compliance Officer at the registered office of the Company.

I. Information required under section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employment) Rules 1975

Sl. Name Desig Gross Qualification Age No. -nation Remuneration (Rs.)

1. C.P. Rangachar MD Rs. 8,053,653 BEMIE 68

Sl. Name Date of Experience Last No. commencement (including employment of employ previous held/designation/ -ment years if organiztion any)

1. C.P. Rangachar 1978.05.01 46 Director-PGI(P) Ltd, Chennai

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.

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 remunera- tion 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, Dr. Premchander, Director is liable to retire by rotation at this Annual General Meeting. He is eligible and offers himself for re-appointment. Brief Resume 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 AGM.

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 2011, the applicable accounting stan- dards have been followed.

2. Such accounting policies have been selected and applied consistently and 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 2011 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 accor- dance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The accounts for the year ended 31st March 2011 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.

CONSOLIDATED FINANCIAL STATEMENTS

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 Finan- cial Statements are provided 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, Profit and Loss Account 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 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.

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 and (iii) Prism Hydraulics Pvt Ltd, Belgaum.

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 systems in place covering the entire Factory premises.

During the year Your Company sponsored Toilet complex to a Government High School at Bagalur.

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 to the employees in collaboration with the Directorate 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 in 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 Organization 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 respon- sibility perspective. Energy conservation is a consistent endeavor of your Company. The power factor is regularly monitored and maintained between 0.99 and 1.00.

INFORMATION UNDER SECTION 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

3. Research and Development (R&D)

The Company continues to invest in R&D activities towards development of new products and applica- tions, 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 & steel industries, rugged vane pumps for special applica- tions 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 on R & D expenditure as the scope of activities carried out goes 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 continuous, on going 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 - NIL

ii Year of Import: N/A

iii Has technology been fully absorbed? N/A

iv If not fully absorbed, areas where this has not taken place, reasons there off and future plans of action: N/A

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, retiring at the ensuing Annual General Meeting, pursuant to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act, 1956, be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors."

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, vendors, financial institutions, banks, Collaborators, and investors 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

V.BalajiBhat R. Srinivasan C. P. Rangachar Director Director Managing Director

Place: Bangalore Date: 14th May 2011.

Mar 31, 2010

The Board of Directors is pleased to present the performance of your Company for the year ended 31st March 2010.

FINANCIAL HIGHUGHTS

( Rs in Lakhs )

Particulars 2009-10 2008-09

Total Income 11,632 9,916

Total Expenditure 10,064 9,142

Profit before Interest, Depreciation & Tax 1,568 775

Interest 279 380

Depreciation 252 243

Profit Before Tax 1,036 151

Provision for Taxation(Net of deferred tax) 343 86

Profit After Tax 693 65

Appropriations:

Proposed Dividend 75 -

Tax on Proposed Dividend 12 -

Transfer to General Reserve 70 -

REVIEW OF PERFORMANCE

During the year under review, the Company performed reasonably well, given the very difficult conditions prevailing in the domestic and world markets for the greater part of the year. The Company achieved a turn over of Rs 11,632 Lakhs compared to Rs 9,916 Lakhs in 2009. The operations of the Company for the year under review have resulted in a net profit of Rs.693 Lakhs.

DIVIDEND

Your Directors are pleased to recommend a dividend of 25 % on the equity shares of the Company for the year ended 31st March 2010, subject to the approval of the members at the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

Employee relations continue to be cordial. Mutual trust, built over decades of fair-mindedness and justice, is the bedrock on whici the Company continues to build. This augurs well to take on various challenges in these difficult times.

CORPORATE GOVERNANCE

Your Company is committed to maintaining high standards of Corporate Governance. A Report on Cor- porate Governance along with a certificate from the statutory auditors on compliance of Corporate Gover- nance 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

Gross SI. Name Desig Remuneration Qualifi Age No nation (Rs) cation

1 C P Rangachai IVD Rs.5,553,444 BEMIE 67

2 S Yamanoi Whole Time Rs.1,763,550 Gradu 60 Direcitor ate Engi neer

Name Last Date of com- Experience employment

mencement of (including previous held

employment years if any designation/

organization

C P Rangachai 1978.05.01 45 Director-

PGI(P) Ltd,

Chennai

S Yamanoi 2009.04.01 36 Manager-

International Dept, Yuken Kogyo, Japan

1. Employment throughout the year under review and were in receipt of remuneration for that year in the aggregate of not less than Rs 2,400,000 or more.

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 remu- neration at a rate, which in aggregate was not less than Rs 200,000/- pm - NIL

DIRECTORS

Under section 256(1) of the Companies Act, 1956, and article 116 of the Articles of the Company, Capt N S Mohan Ram, Director is liable to retire by rotation at this Annual General Meeting. He is eligible and offers himself for re-appointment. Brief Resume 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 AGM.

The Board of Directors have re-appointed Mr Shigeyoshi Yamanoi for a period of 3 years as a Whole-time Director with effect from 1st April 2010 on contractual basis, renewable at the end of third year subject to the approval of the shareholders at the Annual General Meeting. Mr S Yamanois brief resume is also provided in the notice of AGM.

DIRECTORS 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 2010, the applicable accounting standards have been followed.

2. Such accounting policies have been selected and applied consistently and 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 2010 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 fraud and other irregularities.

4. The accounts for the year ended 31s March 2010 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.

SUBSIDIARY COMPANIES

An application has been made under section 212(8) of the Companies Act 1956 to the Ministry of Corporate Affairs seeking exemption from publishing the Annual Accounts of the subsidiary Companies and the related detailed information for the year ended March 31, 2010. Your Directors have pleasure in attaching the Consoli- dated Financial Statements pursuant to clause 32 to the Listing Agreement entered into with Stock Exchanges. 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.

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 and (Hi) Prism Hydraulics Pvt Ltd, Belgaum.

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 theoreti- cal knowledge and get an exposure to the industrial practices.

The Companys employees participate in blood donation camps every year and donate Wood.

Employees are trained in First -Aid regularly. The Company has rain water harvesting systems in place covering the entire Factory premises.

The Companys products and services have very little or marginal impact on the environment and it ad- heres 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 ip Industries are being conducted to the employees in collaboration with the Directorate 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 in the top priority of the Management. Well documented stan- dards, emphasis on line management responsibility, an improved and standardized process for safety obser- vations 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 Organization can be built only with the highest standards of performance on eco- nomic, 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.

INFORMATION UNDER SECTION 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

Foreign Exchange Earnings:-

Export sales Rs.20,936,227

Others Rs.23,778

Expenditure in Foreign Currency on account of(on payment basis)

Interest Rs.7,511,068

Others Rs.6,005,878

Brand Fee Rs.3,558,170

Remittance in Foreign currency on account of:

Dividends Nil

3. Research and Development (R&D)

The Company continues to invest in R&D activities towards development of new products and applica tions, 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 & steel industries, rugged vane pumps for special appli cations 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.

Ã 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 on R & D expenditure as the scope of activities carried out goes 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 continuous, on going 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 NIL

ii Year of Import N/A

iii Has technology been fully absorbed? N/A

iv If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action: N/A

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, retiring at the ensuing Annual General Meeting, pursuant to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act, 1956, be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors."

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, vendors, financial institutions, banks, Collaborators, and investors 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 Director Managing Director

H M Narasinga Rao

Chief Financial Officer

Place : Bangalore

Date: 22nd May2010

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