Disclaimer:
This is an English translation of the Annual Securities Report filed to the Director of the Kanto Local Finance Bureau via Electronic Disclosure for Investors' NETwork ("EDINET") pursuant to the Financial Instruments and Exchange Act of Japan.
This document is translated from the Japanese original report only for reference purposes. This document does not contain or constitute any guarantee and the Company will not compensate any losses and/or damage stemming from actions taken based on this document. In the case that there is any discrepancy between the Japanese original report and this document, the Japanese original report shall prevail.
Annual Securities Report
(Report pursuant to Article 24, Paragraph 1 of the
Financial Instruments and Exchange Act)
Fiscal year | (From April 1, 2022 |
(The 105th Term) | to March 31, 2023) |
Nichirei Corporation (E00446)
6-19-20 Tsukiji, Chuo-ku, Tokyo
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Table of Contents
[Cover] | Page | ||
2. | Corporate History | 7 | |
3. | Description of Business | 8 | |
4. | Subsidiaries and Affiliates | 10 | |
5. | Employees | 13 | |
II. Business Overview | 16 | ||
1. | Management Policy, Business Environment and Issues to be Addressed | 16 | |
2. | Approach and Initiatives Concerning Sustainability | 21 | |
3. | Business and Other Risks | 27 | |
4. | Management's Discussion and Analysis of Financial Condition, Operating Results and Cash Flows | 30 | |
5. | Material Business Agreements | 37 | |
6. | Research and Development Activities | 37 | |
III. Equipment and Facilities | 39 | ||
1. | Overview of Capital Investments | 39 | |
2. | Major Facilities | 40 | |
3. | Plan for New Construction and Disposals of Facilities | 42 | |
IV. Information on the Filing Company | 43 | ||
1. | Information about Shares | 43 | |
(1) | Total Number of Shares | 43 | |
(2) | Information of Share Acquisition Rights | 43 | |
(3) | Status of Exercise of Bonds with Share Acquisition Rights with Exercise Price Revision Clause | 43 | |
(4) | Changes in Total Number of Shares Issued and Share Capital, etc | 43 | |
(5) | Shares by Type of Owner | 44 | |
(6) | Status of Major Shareholders | 44 | |
(7) | Information on Voting Rights | 46 | |
2. | Information on Acquisition of Treasury shares | 46 | |
3. | Dividend Policy | 47 | |
4. | Corporate Governance | 48 | |
(1) | Overview of Corporate Governance | 48 | |
(2) | Directors and Officers | 54 | |
(3) | Status of Audits | 59 | |
(4) | Remuneration for Directors (and other officers) | 63 | |
(5) | Equity Securities Held | 69 | |
V. Financial Information | 72 | ||
1. | Consolidated Financial Statements, etc | 73 | |
(1) | Consolidated Financial Statements | 73 | |
(2) | Others | 108 | |
2. | Non-consolidated Financial Statements, etc | 109 | |
(1) | Non-consolidated Financial Statements | 109 | |
(2) | Major Assets and Liabilities | 119 | |
(3) | Others | 119 | |
VI. Overview of Stock-related Administration for the Filling Company | 120 | ||
VII. Reference Information on the Filing Company | 121 | ||
1. | Information on the Parent Company, etc. of the Filing Company | 121 | |
2. | Other Reference Information | 121 | |
Part II Information on Guarantors, etc. for the Filing Company | 122 |
[Independent Auditor's Report]
2
[Cover]
[Documents Filed] | Annual Securities Report |
[Applicable Law] | Article 24, Paragraph 1 of the Financial Instruments and Exchange Act |
[Filed to] | Director of the Kanto Local Finance Bureau |
[Filing Date] | June 27, 2023 |
[Fiscal year] | The 105th Term (from April 1, 2022 to March 31, 2023) |
[Company Name] | Kabushikigaisha Nichirei |
[Company Name in English] | NICHIREI CORPORATION |
[Title and Name of Representative] | Kenya Okushi, Representative director and President |
[Location of Registered Office] | 6-19-20 Tsukiji, Chuo-ku, Tokyo |
[Phone No.] | 03 (3248) 2165 |
[Contact Person] | Tatsuya Tanaka |
Group leader, Corporate accounting group, Accounting & Tax division | |
[Contact Address] | 6-19-20 Tsukiji, Chuo-ku, Tokyo |
[Phone No.] | 03 (3248) 2165 |
[Contact Person] | Tatsuya Tanaka |
Group leader, Corporate accounting group, Accounting & Tax division | |
[Place Where Available for Public Inspection] | Tokyo Stock Exchange, Inc. |
(2-1 Nihonbashi Kabuto-cho,Chuo-ku, Tokyo) |
- In this report, NICHIREI CORPORATION is hereinafter referred to as the "Company" and together with its consolidated subsidiaries as the "Nichirei Group" or the "Group."
- The term "FY" preceding a year means the twelve-month period ended March 31 of the year subsequent to the year referred to. For example, "FY2022" refers to the twelve-month period ended March 31, 2023. All other references to years refer to the applicable calendar year.
- Negative balance or amount is presented with "△."
- "¥" or "yen" means Japanese yen.
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Part I Corporate Information
I. Group Overview
1.Trends of Major Management Indicators
(1) Consolidated Management Indicators
Fiscal year | 101st term | 102nd term | 103rd term | 104th term | 105th term | ||
Year end | March 2019 | March 2020 | March 2021 | March 2022 | March 2023 | ||
Net sales | (Millions of | 580,141 | 584,858 | 572,757 | 602,696 | 662,204 | |
yen) | |||||||
Operating profit | (Millions of | 29,511 | 31,035 | 32,949 | 31,410 | 32,935 | |
yen) | |||||||
Ordinary profit | (Millions of | 29,864 | 31,777 | 33,532 | 31,667 | 33,448 | |
yen) | |||||||
Profit attributable to owners of parent | (Millions of | 19,943 | 19,609 | 21,212 | 23,382 | 21,568 | |
yen) | |||||||
Comprehensive income | (Millions of | 18,956 | 16,100 | 25,609 | 26,792 | 27,664 | |
yen) | |||||||
Net assets | (Millions of | 183,805 | 191,388 | 210,426 | 217,903 | 233,513 | |
yen) | |||||||
Total assets | (Millions of | 377,257 | 390,004 | 405,719 | 427,606 | 457,333 | |
yen) | |||||||
Net assets per share | (Yen) | 1,326.81 | 1,384.90 | 1,525.76 | 1,630.84 | 1,757.70 | |
Profit per share | (Yen) | 149.65 | 147.16 | 159.19 | 176.72 | 167.14 | |
Diluted profit per share | (Yen) | - | - | - | - | - | |
Equity ratio | (%) | 46.9 | 47.3 | 50.1 | 49.4 | 49.1 | |
Return on equity | (%) | 11.7 | 10.9 | 10.9 | 11.3 | 9.9 | |
Price-earnings ratio | (Times) | 18.2 | 20.8 | 17.9 | 13.4 | 16.1 | |
Cash flows from operating activities | (Millions of | 31,311 | 39,441 | 45,453 | 34,660 | 37,865 | |
yen) | |||||||
Cash flows from investing activities | (Millions of | △17,918 | △24,300 | △32,213 | △26,016 | △26,844 | |
yen) | |||||||
Cash flows from financing activities | (Millions of | △9,088 | △10,225 | △10,709 | △14,179 | △8,591 | |
yen) | |||||||
Cash and cash equivalents at end of | (Millions of | 20,668 | 25,434 | 28,011 | 23,340 | 27,767 | |
period | yen) | ||||||
Number of employees | 15,710 | 15,824 | 15,383 | 15,296 | 15,766 | ||
(Average number of temporary employees | (Persons) | (2,918) | (2,922) | (2,708) | (2,692) | (2,656) | |
during period not included in above) | |||||||
Equity ratio based on fair value | (%) | 96.4 | 104.4 | 93.6 | 71.7 | 74.9 | |
Interest-bearing liabilities | (Millions of | 95,951 | 96,351 | 96,423 | 104,718 | 114,580 | |
(Amounts excluding lease liabilities) | yen) | (78,923) | (80,669) | (80,757) | (90,172) | (100,064) | |
Interest-bearing liabilities to cash flow | (Year) | 2.6 | 2.7 | 2.1 | 2.2 | 2.3 | |
ratio | |||||||
Financial balance | (Millions of | 1 | 105 | 170 | 289 | 281 | |
yen) | |||||||
Interest coverage ratio | (Times) | 42.8 | 45.3 | 64.0 | 72.2 | 62.9 | |
Amount of capital investments, etc. | (Millions of | 24,132 | 27,287 | 37,776 | 27,913 | 30,416 | |
yen) | |||||||
Depreciation | (Millions of | 17,481 | 18,355 | 19,669 | 21,089 | 22,198 | |
yen) | |||||||
Number of treasury shares | (Shares) | 6,658,466 | 6,739,790 | 6,741,928 | 4,522,808 | 6,351,246 | |
Number of consolidated subsidiaries | (Companies) | 69 | 72 | 73 | 77 | 80 | |
Number of affiliates accounted for by | (Companies) | 15 | 16 | 16 | 16 | 18 | |
equity method | |||||||
4 |
Notes
- "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) and other related accounting standards have been applied from the beginning of the 104th term fiscal year, and the major management indicators, etc. for the 104th and subsequent fiscal years are those after the application of these accounting standards.
- "Diluted profit per share" is not disclosed since there are no diluted shares.
-
Calculation method of each indicator from "Equity ratio based on fair value" to "Interest coverage ratio" is as follows. ・Equity ratio based on fair value: Toral market capitalization divided by Total assets
Total market capitalization is calculated as follows.
Closing stock price at end of period (Tokyo Stock Exchange Prime Market) multiplied by Number of shares outstanding at end of period (after deducting treasury shares)
・Interest-bearing liabilities
Short and Long-term borrowings + Commercial papers + Bonds payable + Lease liabilities ・Interest-bearing liabilities to cash flow ratio
Interest-bearing liabilities ((Beginning of period + End of period) divided by 2) divided by Operating cash flows ・Financial balance
(Interest income + Dividend income) - (Interest expenses + Interest on commercial papers) ・Interest coverage ratio
Operating cash flows divided by Interest payments
Interest payments are Interest expenses disclosed in the consolidated statement of cash flows.
・In calculating "Interest-bearing liabilities to cash flow ratio" and "Interest coverage ratio," Operating cash flows are cash
flows from operating activities disclosed in the consolidated statement of cash flows, adjusted by changes in operating funds (trade receivables, inventories, and trade payables).
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Disclaimer
Nichirei Corporation published this content on 03 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 August 2023 07:54:11 UTC.