FORM NO. MGT-7
Annual Return (other than OPCs and Small Companies)
[Pursuant to sub-Section(1) of section 92 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Management and Administration) Rules, 2014]
सत्यमेव जयते
I. REGISTRATION AND OTHER DETAILS
Corporate Identification Number (CIN) of the company: U74899DL1996PTC075725
Global Location Number (GLN) of the company:
Permanent Account Number (PAN) of the company: AAACC3448H
Name of the company: CASIO INDIA CO. PRIVATE LIMI
Registered office address:
A-41, First Floor, Mohan Cooperative
Industrial Estate, Mathura road, New Delhi
Delhi
South Delhi
Delhi
11004A
e-mail ID of the company: swatir@casio.co.in
Telephone number with STD code: 0116699334
Website: https://www.casio-intl.com/in/
Date of Incorporation: 24/01/1996
Type of the Company: Private Company
Category of the Company: Company limited by shares
Sub-category of the Company: Indian Non-Government company
Whether company is having share capital: Yes
Whether shares listed on recognized Stock Exchange(s): No
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
Number of business activities: 2
| S.No | Main Activity group code | Description of Main Activity group | Business Activity Code | Description of Business Activity | % of turnover of the company |
|---|---|---|---|---|---|
| 1 | G | Trade | G1 | Wholesale Trading | 99.02 |
| 2 | M | Professional, Scientific and Technical | M9 | Other professional, scientific and technical activities | 0.98 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES)
Number of Companies for which information is to be given: 1
| S.No | Name of the company | CIN/FCRN | Holding/ Subsidiary/Associate/ Joint Venture | % of shares held |
|---|---|---|---|---|
| 1 | Casio Computer Co. Ltd. Japan | Holding | 99.99 |
IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY
(i) SHARE CAPITAL
(a) Equity share capital
Total number of equity shares: 30,000,000
Total amount of equity shares (in Rupees): 300,000,000
Number of classes: 1
| Class of Shares | Authorised capital | Issued capital | Subscribed capital | Paid up capital |
|---|---|---|---|---|
| Equity shares | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
| Nominal value per share (in rupees) | 10 | 10 | 10 | 10 |
| Total amount of equity shares (in rupees) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 |
(b) Preference share capital
Total number of preference shares: 0
Total amount of preference shares (in rupees): 0
Number of classes: 0
(c) Unclassified share capital
Total amount of unclassified shares: 0
(d) Break-up of paid-up share capital
| Class of shares | Number of shares | Total nominal amount | Total Paid-up amount | Total Premium amount | ||
|---|---|---|---|---|---|---|
| Physical | DEMAT | Total | ||||
| Equity shares | ||||||
| At the beginning of the year | 30,000,000 | 0 | 30,000,000 | 300,000,000 | 300,000,000 | |
| Increase during the year | 0 | 0 | 0 | 0 | 0 | |
| Decrease during the year | 0 | 0 | 0 | 0 | 0 | |
| At the end of the year | 30,000,000 | 0 | 30,000,000 | 300,000,000 | 300,000,000 | |
| Preference shares | ||||||
| At the beginning of the year | 0 | 0 | 0 | 0 | 0 | |
| Increase during the year | 0 | 0 | 0 | 0 | 0 | |
| Decrease during the year | 0 | 0 | 0 | 0 | 0 | |
| At the end of the year | 0 | 0 | 0 | 0 | 0 | |
Details of stock split/consolidation during the year (for each class of shares): 0
V. Turnover and net worth of the company
Turnover: 6,839,158,000
Net worth of the Company: 3,267,011,000
VI. SHARE HOLDING PATTERN
(a) SHARE HOLDING PATTERN - Promoters
| S. No. | Category | Equity | Preference | ||
|---|---|---|---|---|---|
| Number of shares | Percentage | Number of shares | Percentage | ||
| 1. | Individual/Hindu Undivided Family | 0 | 0 | 0 | |
| (i) Indian | 0 | 0 | 0 | ||
| (ii) Non-resident Indian (NRI) | 0 | 0 | 0 | ||
| (iii) Foreign national (other than NRI) | 0 | 0 | 0 | ||
| 2. | Government | 0 | 0 | 0 | |
| (i) Central Government | 0 | 0 | 0 | ||
| (ii) State Government | 0 | 0 | 0 | ||
| (iii) Government companies | 0 | 0 | 0 | ||
| 3. | Insurance companies | 0 | 0 | 0 | |
| 4. | Banks | 0 | 0 | 0 | |
| 5. | Financial institutions | 0 | 0 | 0 | |
| 6. | Foreign institutional investors | 0 | 0 | 0 | |
| 7. | Mutual funds | 0 | 0 | 0 | |
| 8. | Venture capital | 0 | 0 | 0 | |
| 9. | Body corporate (not mentioned above) | 30,000,000 | 100 | 0 | |
| 10. | Others | 0 | 0 | 0 | |
| Total | 30,000,000 | 100 | 0 | ||
Total number of shareholders (promoters): 2
(b) SHARE HOLDING PATTERN - Public/Other than promoters
| S. No. | Category | Equity | Preference | ||
|---|---|---|---|---|---|
| Number of shares | Percentage | Number of shares | Percentage | ||
| 1. | Individual/Hindu Undivided Family | 0 | 0 | 0 | |
| (i) Indian | 0 | 0 | 0 | ||
| (ii) Non-resident Indian (NRI) | 0 | 0 | 0 | ||
| (iii) Foreign national (other than NRI) | 0 | 0 | 0 | ||
| 2. | Government | 0 | 0 | 0 | |
| (i) Central Government | 0 | 0 | 0 | ||
| (ii) State Government | 0 | 0 | 0 | ||
| (iii) Government companies | 0 | 0 | 0 | ||
| 3. | Insurance companies | 0 | 0 | 0 | |
| 4. | Banks | 0 | 0 | 0 | |
| 5. | Financial institutions | 0 | 0 | 0 | |
| 6. | Foreign institutional investors | 0 | 0 | 0 | |
| 7. | Mutual funds | 0 | 0 | 0 | |
| 8. | Venture capital | 0 | 0 | 0 | |
| 9. | Body corporate (not mentioned above) | 0 | 0 | 0 | |
| 10. | Others | 0 | 0 | 0 | |
| Total | 0 | 0 | 0 | ||
Total number of shareholders (other than promoters): 0
Total number of shareholders (Promoters+Public/Other than promoters): 2
VII. NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS
(Details, Promoters, Members (other than promoters), Debenture holders)
| Details | At the beginning of the year | At the end of the year |
|---|---|---|
| Promoters | 2 | 2 |
| Members (other than promoters) | 0 | 0 |
| Debenture holders | 0 | 0 |
VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) Composition of Board of Directors
| Category | Number of directors at the beginning of the year | Number of directors at the end of the year | Percentage of shares held by directors as at the end of year | |||
|---|---|---|---|---|---|---|
| Executive | Non-executive | Executive | Non-executive | Executive | Non-executive | |
| A. Promoter | 0 | 0 | 0 | 0 | 0 | 0 |
| B. Non-Promoter | 2 | 1 | 1 | 2 | 0 | 0 |
| (i) Non-Independent | 2 | 1 | 1 | 2 | 0 | 0 |
| (ii) Independent | 0 | 0 | 0 | 0 | 0 | 0 |
| C. Nominee Directors representing | 0 | 0 | 0 | 0 | 0 | 0 |
| (i) Banks & FIs | 0 | 0 | 0 | 0 | 0 | 0 |
| (ii) Investing institutions | 0 | 0 | 0 | 0 | 0 | 0 |
| (iii) Government | 0 | 0 | 0 | 0 | 0 | 0 |
| (iv) Small share holders | 0 | 0 | 0 | 0 | 0 | 0 |
| (v) Others | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 2 | 1 | 1 | 2 | 0 | 0 |
Number of Directors and Key managerial personnel (who is not director) as on the financial year end date: 3
(B) Details of directors and Key managerial personnel as on the closure of financial year
| Name | DIN/PAN | Designation | Number of equity share(s) held | Date of cessation (after closure of financial year: If any) |
|---|---|---|---|---|
| HIDEKI IMAI | 09639424 | Managing Director | 0 | |
| TOMOO KATO | 08539594 | Director | 0 | |
| AKIRA WATANABE | 08624601 | Additional director | 0 | 27/09/2023 |
(ii) Particulars of change in director(s) and Key managerial personnel during the year
| Name | DIN/PAN | Designation at the beginning/during the financial year | Date of appointment/change in designation/cessation | Nature of change (Appointment/ Change in designation/ Cessation) |
|---|---|---|---|---|
| YOSHIYUKI UEHARA | 08190376 | Managing Director | 30/06/2022 | Cessation |
| HIDEKI IMAI | 09639424 | Additional director | 20/06/2022 | Appointment |
| HIDEKI IMAI | 09639424 | Managing Director | 20/06/2022 | Change in designation |
| KAZUNORI MIZUTANI | 09639299 | Additional director | 15/07/2022 | Appointment |
| AKIRA WATANABE | 08624601 | Director | 15/07/2022 | Resignation |
| KAZUNORI MIZUTANI | 09639299 | Director | 29/09/2022 | Change in designation |
| KAZUNORI MIZUTANI | 09639299 | Director | 28/02/2023 | Cessation |
| AKIRA WATANABE | 08624601 | Additional director | 20/01/2023 | Appointment |
IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS
A. MEMBERS/CLASS/REQUISITIONED/NCLT/COURT CONVENED MEETINGS
Number of meetings held: 1
| Type of meeting | Date of meeting | Total Number of Members entitled to attend meeting | Number of members attended | % of total shareholding |
|---|---|---|---|---|
| ANNUAL GENERAL MEETING | 29/09/2022 | 2 | 2 | 100 |
B. BOARD MEETINGS
Number of meetings held: 9
| S. No. | Date of meeting | Total Number of directors associated as on the date of meeting | Number of directors attended | % of attendance |
|---|---|---|---|---|
| 1 | 01/04/2022 | 3 | 2 | 66.67 |
| 2 | 08/06/2022 | 3 | 2 | 66.67 |
| 3 | 20/06/2022 | 3 | 2 | 66.67 |
| 4 | 15/07/2022 | 3 | 2 | 66.67 |
| 5 | 29/07/2022 | 3 | 2 | 66.67 |
| 6 | 02/09/2022 | 3 | 3 | 100 |
| 7 | 29/09/2022 | 3 | 2 | 66.67 |
| 8 | 15/12/2022 | 3 | 2 | 66.67 |
| 9 | 20/01/2023 | 2 | 2 | 100 |
C. COMMITTEE MEETINGS
Number of meetings held: 1
| S. No. | Type of meeting | Date of meeting | Total Number of Members as on the date of the meeting | Number of members attended | % of attendance |
|---|---|---|---|---|---|
| 1 | Corporate Soc | 01/04/2022 | 2 | 2 | 100 |
D. ATTENDANCE OF DIRECTORS
| S. No. | Name of the director | Board Meetings | Committee Meetings | Whether attended AGM held on (Y/N/NA) | ||||
|---|---|---|---|---|---|---|---|---|
| Number of Meetings which director was entitled to attend | Number of Meetings attended | % of attendance | Number of Meetings which director was entitled to attend | Number of Meetings attended | % of attendance | |||
| 1 | HIDEKI IMAI | 6 | 6 | 100 | 0 | 0 | 0 | Yes |
| 2 | TOMOO KATO | 9 | 1 | 11.11 | 0 | 0 | 0 | No |
| 3 | AKIRA WATA | 5 | 5 | 100 | 1 | 1 | 100 | No |
X. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered: 4
| S. No. | Name | Designation | Gross Salary | Commission | Stock Option/ Sweat equity | Others | Total Amount |
|---|---|---|---|---|---|---|---|
| 1 | KAZUNORI MIZUTANI | DIRECTOR | 7,226,234 | 0 | 0 | 0 | 7,226,234 |
| 2 | YOSHIYUKI UEHARA | MANAGING DIRECTOR | 5,888,430 | 0 | 0 | 0 | 5,888,430 |
| 3 | HIDEKI IMAI | MANAGING DIRECTOR | 14,737,656 | 0 | 0 | 0 | 14,737,656 |
| 4 | AKIRA WATANABE | DIRECTOR | 7,183,244 | 0 | 0 | 0 | 7,183,244 |
| Total | 35,035,564 | 0 | 0 | 0 | 35,035,564 |
Number of CEO, CFO and Company secretary whose remuneration details to be entered: 0
Number of other directors whose remuneration details to be entered: 0
XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES
A. Whether the company has made compliances and disclosures in respect of applicable provisions of the Companies Act, 2013 during the year: Yes
B. If No, give reasons/observations:
XII. PENALTY AND PUNISHMENT - DETAILS THEREOF
(A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS/OFFICERS: Nil
(B) DETAILS OF COMPOUNDING OF OFFENCES: Nil
XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment: Yes
XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES
In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or more, details of company secretary in whole time practice certifying the annual return in Form MGT-8.
Name: ARUN KUMAR GUPTA
Whether associate or fellow: Associate
Certificate of practice number: 5551
I/We certify that:
(a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.
(b) Unless otherwise expressly stated to the contrary elsewhere in this Return, the Company has complied with all the provisions of the Act during the financial year.
(c) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any securities of the company.
(d) Where the annual return discloses the fact that the number of members, (except in case of a one person company), of the company exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to be included in reckoning the number of two hundred.
Declaration
I am Authorised by the Board of Directors of the company vide resolution no. [empty] dated 25/09/2023 (DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been compiled with. I further declare that:
- Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.
- All the required attachments have been completely and legibly attached to this form.
To be digitally signed by: Director
DIN of the director: 10147839
To be digitally signed by: SWATI RAWAT
Attachments
List of attachments: Shareholders List.pdf, Signed MGT-8.pdf, Clarification Letter.pdf
