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EDINET submission documents
【cover】
[Basic provisions] Article 24, Paragraph 1 of the Financial Instruments and Exchange Act
[Business year] 72nd term (from October 1, 2022 to September 30, 2023)
[Representative's title and name] Representative Director and President Yasuyuki Higashi
[Location of main store] Oaza Kanda 1-3-1, Hirosaki City, Aomori Prefecture
[Administrative contact name] Executive Officer Management Group General Affairs Manager Shunichi Soma
[Nearest contact point] Oaza Kanda 1-3-1, Hirosaki City, Aomori Prefecture
[Administrative contact name] Executive Officer Management Group General Affairs Manager Shunichi Soma
(note) *Although the location marked with * is not a location that should be made available for public inspection pursuant to the
provisions of the Financial Instruments and Exchange Act, it is provided for the convenience of investors.
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Next time 68th term 69th term 70th term 71st term 72nd term
Fiscal year month September 2019 September 2020 September 2021 September 2022 September 2023
Net assets amount (1,000 yen) 5,362,319 5,653,500 6,281,712 6,681,448 7,269,089
Net assets per share (circle) 5,693.08 6,023.38 6,829.86 7,330.63 7,971.19
Net income per share (circle) 236.30 404.57 564.91 728.76 617.29
― ― ― ― ―
After adjusting for potential shares
(circle)
Net income per share
stock price earnings ratio (times) 12.7 8.3 6.1 4.4 6.0
Due to sales activities
(1,000 yen) △ 765,065 440,571 322,336 886,122 1,268,726
Cash flow
due to investment activities
(1,000 yen) △ 142,752 204,919 △ 171,787 △ 92,009 △ 335,385
Cash flow
due to financial activities
(1,000 yen) △ 14,904 △ 511,498 △ 220,999 △ 185,642 △ 95,518
Cash flow
cash and cash equivalents
(1,000 yen) 596,438 730,432 659,982 1,268,452 2,106,274
Ending balance
(Note) 1 Diluted net income per share is not stated as there are no diluted shares. “Accounting Standards for Revenue Recognition” (Corporate
2 Accounting Standards No. 29, March 31, 2020), etc. have been applied from the beginning of the 71st fiscal year, and the main management
indicators, etc. from the 71st fiscal period onwards will be the same. The indicators are after applying accounting standards, etc.
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Next time 68th term 69th term 70th term 71st term 72nd term
Fiscal year month September 2019 September 2020 September 2021 September 2022 September 2023
Total number of issued shares (KK) 960,000 960,000 960,000 960,000 960,000
Net assets amount (1,000 yen) 5,259,293 5,523,065 6,033,321 6,296,054 6,805,255
Net assets per share (circle) 5,610.97 5,917.64 6,615.32 6,987.67 7,552.81
― ― ― ― ―
After adjusting for potential shares
(circle)
Net income per share
stock price earnings ratio (times) 13.2 8.8 7.4 5.3 6.8
(Note) 1 Diluted net income per share is not stated as there are no diluted shares. The highest and lowest stock
2 prices are those on the Tokyo Stock Exchange (Standard Market) from April 4, 2022, and before that, they are
on the Tokyo Stock Exchange JASDAQ (Standard).
3 “Accounting Standards for Revenue Recognition” (Corporate Accounting Standards No. 29, March 31, 2020), etc. have been applied from the beginning of the 71st fiscal
year, and the main management indicators, etc. from the 71st fiscal period onwards will be the same. The indicators are after applying accounting standards, etc.
4 The dividend per share for the 70th term of 105.00 yen includes a 70th anniversary commemorative dividend of 15 yen.
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2 [History]
February 1953 Established Tohoku Chemical Co., Ltd. in Kitagawaragacho, Hirosaki City, Aomori Prefecture for the purpose of selling industrial chemicals.
By obtaining a license for the general sales of poisonous and deleterious substances, we began selling toxic and deleterious chemical and industrial chemicals in addition to general industrial
August 1954
chemicals.
June 1955 Started sales of pharmaceuticals by obtaining permission for pharmaceutical wholesale and general sales business.
January 1963 Opened Hachinohe Sales Office (currently Hachinohe Branch) in Hachinohe City, Aomori Prefecture.
January 1968 Opened Aomori Sales Office (currently Aomori Branch) in Aomori City, Aomori Prefecture.
September 1976 Started sales of high pressure gas by obtaining permission for high pressure gas sales business.
March 1979 Opened Odate Sales Office in Odate City, Akita Prefecture.
June 1980 Opened Akita Sales Office (currently Akita Branch) in Akita City, Akita Prefecture.
August 1981 Head office relocated to Hirosaki City, Aomori Prefecture (current location)
Established Tooku Kaken Co., Ltd. (currently Asunaro Riken Co., Ltd. (currently a consolidated subsidiary)), a wholly owned subsidiary, for the purpose of manufacturing industrial
June 1983
chemicals.
January 1984 Opened Yamagata Sales Office (currently Yamagata Branch) in Higashine City, Yamagata Prefecture.
January 1984 Opened Morioka Sales Office (currently Iwate Branch) in Morioka City, Iwate Prefecture.
June 1985 Tsuruoka branch office (currently Tsuruoka sales office) opened in Tsuruoka city, Yamagata prefecture.
July 1985 Moved Morioka office to Kitakami City, Iwate Prefecture and changed name to Iwate Branch.
August 1988 Established a subsidiary, Tohoku System Co., Ltd. (currently a consolidated subsidiary), for the purpose of developing software and selling personal computers.
March 1989 Established Toka Jisho Co., Ltd., a wholly owned subsidiary, for the purpose of managing land and buildings owned by the company.
October 1992 Merged with 100% subsidiary Toka Jisho Co., Ltd.
April 1993 Mutsu Ogawara Sales Office opened in Kamikita District, Aomori Prefecture.
June 1995 Stocks registered over-the-counter (listed) with the Japan Securities Dealers Association (currently Osaka Securities Exchange JASDAQ (Standard))
May 1996 A development department was established for the purpose of planning, developing and researching new products.
December 1998 Relocated the Odate office to a new building in Odate City, Akita Prefecture (current location)
April 2003 Opened Morioka Sales Office in Morioka City, Iwate Prefecture.
July 2003 Established the Life Systems Information Research Institute in Morioka City, Iwate Prefecture.
Cancelled over-the-counter registration with the Japan Securities Dealers Association and listed shares on the JASDAQ Securities Exchange (currently Osaka Securities Exchange
December 2004
JASDAQ (Standard))
April 2007 Acquired 100% of the shares of Hokusei Chemical Co., Ltd., a reagent sales company located in Morioka City, Iwate Prefecture, and made it a subsidiary.
April 2010 Nichiei Tokai Co., Ltd., a clinical testing reagent sales company, becomes an equity method affiliate.
October 2012 Nichiei Tokai Co., Ltd., a clinical testing reagent sales company, becomes a consolidated subsidiary.
July 2013 Due to the merger of the Osaka Stock Exchange and the Tokyo Stock Exchange, shares were listed on the Tokyo Stock Exchange (JASDAQ (Standard)).
May 2014 Opened Fukushima Sales Office in Fukushima City, Fukushima Prefecture.
April 2016 Merged with 100% subsidiary Hokusei Chemical Co., Ltd.
October 2019 Life Systems Information Research Institute Sendai office opened in Sendai City, Miyagi Prefecture.
Due to a review of the Tokyo Stock Exchange's market classification, the market will transition from the Tokyo Stock Exchange's JASDAQ (Standard Market) to the
April 2022
Standard Market.
April 2023 Merged with 100% subsidiary Tohoku System Co., Ltd.
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3 [Business content]
The Company and its consolidated subsidiaries consist of Tohoku Kagaku Yakuhin Co., Ltd. (the Company) and two subsidiary companies, and its business primarily involves the
sale of industrial chemicals, clinical testing reagents, foods, agricultural chemicals, and related equipment. We are developing businesses such as incidental maintenance services.
The positioning of the business of the Company and its consolidated subsidiaries and the relationship with the segments are as follows.
Food additives, food raw materials, food processing machines Our company
food Food and related equipment
Vessels etc. Nichiei Tokai Co., Ltd.
Pesticides, soil improvement materials, seeds, and gardening supplies Our company
others Agrochemicals and related equipment
Materials, fertilizers, agricultural products, flowers, etc. Asunaro Riken Co., Ltd.
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(consolidated subsidiary)
Asunaro Riken Co., Ltd. Hirakawa City, Aomori Prefecture 40,000 chemical industrial chemicals 100.0 Doing.
Concurrent positions of officers (3 people)
(Note) 1 The names listed in the segment information are listed in the main business description column. It is
2 a specified subsidiary.
3 No companies have submitted securities registration statements or securities reports. Regarding Nichiei Tokai Co., Ltd., sales
4 (excluding internal sales between consolidated companies) account for more than 10% of consolidated sales.
Main profit and loss information, etc. ① Sales 7,742,503 thousand yen
5 [Employee status]
(1) Status of consolidated companies
food 15
others 6
total 321
2 Company-wide (common) includes general affairs, accounting, systems, logistics, business departments, and research and development groups.
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Number of employees (people) Average age (years) Average length of service (years) Average annual salary (thousand yen)
food 6
others 2
total 244
Our company and our consolidated subsidiaries do not have a labor union. Additionally, labor-management relations are smooth.
(4) Percentage of female workers in managerial positions, rate of childcare leave taken by male workers, and wage differences between male and female workers
① Submitting company
No. 76 of 1991), ``Welfare of Workers Taking Childcare or Family Caregiving Through Childcare Leave, Nursing Care Leave, etc.'' The ratio of childcare
leave, etc. taken under Article 71-4, Item 1 of the ``Enforcement Regulations of the Ministry of Labor Ordinance No. 25 of 1991'' is calculated.
② Consolidated subsidiary
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Matters regarding the future contained herein are based on judgments made by the Company and its consolidated subsidiaries as of the end of the current consolidated fiscal year. (1)
Management policy
Since our establishment, our company and our consolidated subsidiaries have adopted the following management philosophy: 1. We
value our customers 2. We value people 3. We contribute to society 4. We aim to enrich lives. Aiming to improve customer satisfaction, we
will strive to provide abundant information, speedy delivery, and after-sales service to our customers, and aim to run a dynamic
The Company and its consolidated subsidiaries utilize headwork, footwork, and networks to hone their ability to communicate with customers,
suppliers, and other business partners, earn profits, and eliminate unnecessary, wasteful, and uneven spending. We aim to improve productivity by
In addition, as a sales policy, we will be able to expand gross profit margins, avoid risks by diversifying suppliers, and diversify proposals to customers, keeping in mind the deepening of
existing businesses, improving the quality of business operations, and discovering and nurturing diversification related to our core business. We will act as a company.
The three-year medium-term management plan is updated and formulated every year. The first year of the three-year medium-term management plan is the first year of the
(3) Objective indicators, etc. for determining the status of achievement of management goals
The Company and its consolidated subsidiaries had sales of 32.3 billion yen (down 8.0% from the previous fiscal year), operating income of 440 million yen (down 41.4% from
the previous fiscal year), and ordinary income of 490 million yen. (down 39.4% compared to the previous consolidated fiscal year) and net income attributable to owners of
parent company of 320 million yen (down 42.5% compared to the previous consolidated fiscal year).
(4) Management environment and business and financial issues that should be addressed on a priority basis
Although it is difficult for the Company and its consolidated subsidiaries to predict the future status of the infection and the timing of the end of the virus
regarding the Russia-Ukraine issue and the new coronavirus infection, the impact on the business performance of the Company and its consolidated subsidiaries
is limited. Based on this assumption, our management policy for the fiscal year ending September 2024 is to achieve further growth, strive to improve corporate
value, and build a company that can respond to digital promotion, SDGs, corporate governance, etc. in the external environment. We will aim for this.
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Please note that matters regarding the future in this text are based on judgments made by the Company and its consolidated subsidiaries as of the end of the current consolidated fiscal year.
society, and 4. We aim to enrich lives.'' Our mission is to put our management philosophy into practice through the development of businesses that solve
the problems and concerns of our customers, including private companies, government agencies, hospitals, and universities that are responsible for
social infrastructure.
The Company and its consolidated subsidiaries will work to ``create and contribute to better local communities'' by putting our management philosophy into
practice, as this will not only help solve social issues, but also lead to employment and the creation of new markets.
The Company and its consolidated subsidiaries have been working as a trading company group specializing in chemistry and medical care, with the core
businesses of chemical industrial chemicals and clinical testing reagents, in order to respond accurately to changes in the times, society, and market needs. We
have established the foundation of our business. In the process of working to resolve various social issues, we will continue to constantly review our business
portfolio and create new value that is not bound by existing business frameworks, which will help us and our consolidated subsidiaries to sustainably increase
their corporate value. We believe that this will contribute to We will continue to take on the challenge of creating new value and recognize the importance of
conducting business activities that are considerate of the environment and human rights, including throughout the value chain.
The Company and its consolidated subsidiaries recognize global environmental issues such as climate change as one of the risks, and in 2002 acquired ISO 14001
certification, an international standard for environmental management systems, and are committed to minimizing the burden on the environment. We are responding to
The Company and its consolidated subsidiaries aim to evolve and develop their existing business model of being a trading company group specializing in
chemicals and medical care, and to become an indispensable presence in society. To achieve this goal, we believe that securing and developing human resources
is important. In addition, it is essential for the Company and its consolidated subsidiaries to plan and implement human resources strategies and create an
environment that allows each employee to maximize their abilities, regardless of race, gender, religion, nationality, age, etc. By developing human resources
strategies tailored to business characteristics, the Company and its consolidated subsidiaries are working together to improve corporate value.
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The Company and its consolidated subsidiaries regularly report and discuss their sustainability initiatives to the Board of Directors. Additionally,
the Company has a structure in which the sustainability of the Company and its consolidated subsidiaries is effectively supervised from the
perspective of society and a third party through discussions at the Board of Directors, including outside directors. The content of discussions at
Board of Directors meetings is shared and fed back to business execution, and is used to improve initiatives. b. Risk management committee as an
executive function
The Company and its consolidated subsidiaries consider sustainability-related issues to be a type of risk, and have established a Risk
Management Committee to promote sustainability management. The Risk Management Committee is chaired by the person in charge of risk
management in accordance with the Risk Management Regulations, and discusses and exchanges opinions on various sustainability-related
agendas, including responses to SDGs. The Risk Management Committee examines and presents the direction of sustainability for the Company and
The Company and its consolidated subsidiaries aim to develop human resources who can flexibly solve problems with advanced specialized knowledge and skills in response to changes in the economy and
society.
1. Target management
The company creates and supports goals and planned action programs to encourage individuals to improve their abilities. 2.
Employee education
Regarding employee education, we will systematically develop human resources by acquiring knowledge and skills through rank-specific training, job-
specific training, and theme-specific training, with a focus on on-the-job training (OJT).
Employees will be encouraged to actively participate in seminars, training sessions, etc. for the purpose of acquiring knowledge and skills. After taking the course, create
4. Qualification system
We will actively strive to obtain qualifications required for the company's work. We also provide support to enhance the spirit
of taking on challenges.
We will actively promote increasing the ratio of women in management positions and hiring, training, and promoting women.
6. Philosophy of SDGs
Based on the philosophy of SDGs, we will develop human resources who can contribute to the sustainable development of society and the company.
In our daily activities, we constantly ask questions and come up with new ideas, which leads to independent action. By disseminating information from the
head office division to each site, we will continue to build on our daily efforts to establish a corporate culture and continuously strengthen our human capital.
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The Company and its consolidated subsidiaries are conscious of the local environment, aim to harmonize with the global environment through business activities, and work to preserve the
We comply with environmental laws, ordinances, agreements with local communities, industry norms, etc. 2.
Prevention of pollution
We will be careful about the leakage of hazardous chemicals and strive to prevent pollution of the global environment.
We strive to save energy, conserve resources, recycle, and reduce waste. 5. Improve
operational efficiency
We will review efficient logistics operations, business activities, and sales activities and actively promote operational efficiency. 6. Environmental
We carry out educational and enlightenment activities to raise the environmental awareness of our employees and to practice environmentally friendly behavior. 7.
continuous improvement
We strive to continuously improve the suitability, validity, and effectiveness of our environmental management system in order to improve our
environmental performance.
In order to prevent global warming, we will actively implement measures to reduce carbon dioxide. 9.
This policy will be disseminated to all employees and internal staff, and will be made public outside the company.
⑤ Risk management
The Company and its consolidated subsidiaries constantly monitor the risks posed to their business by changes in the social situation and business environment, such as
environmental and social measures and legislation. Business risks and opportunities related to environmental and social sustainability in the management and business
activities of the Company and its consolidated subsidiaries are reported as appropriate at the Risk Management Committee, which is held monthly in principle, and reviewed
from a sustainability perspective. Comprehensive analysis and deliberation are being carried out.
The Company and its consolidated subsidiaries manage sustainability-related risks and opportunities associated with business operations. At the Company
and its consolidated subsidiaries, management policies and investments, loans, guarantees, businesses, etc. that affect management are discussed, and
important matters are discussed and information shared at the Risk Management Committee as necessary. It has been decided. Please note that such decisions
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3 [Business risks]
Among the matters related to the business status, accounting status, etc. described in the securities report, management recognizes that there is a possibility
that they may have a significant impact on the consolidated company's financial status, operating results, and cash flow status. The major risks we face are as
follows.
Please note that matters regarding the future in this text are based on judgments made by the Company and its consolidated subsidiaries as of the end of the current consolidated fiscal year.
As a pharmaceutical wholesaler, the Company and its consolidated subsidiaries handle various pharmaceuticals and related products. For this reason, each business
establishment must obtain the necessary permits, registrations, designations, and licenses from the prefectural governor, mainly in accordance with the provisions of the "Act on
Assuring the Quality, Efficacy, and Safety of Pharmaceuticals and Medical Devices, etc." Alternatively, we engage in sales activities after notifying the regulatory authorities. If we
fail to comply with these regulations, the activities of the Company and its consolidated subsidiaries may be restricted. (Healthcare price standards)
Ethical drugs, which are the main products handled by the Company and its consolidated subsidiaries, are listed in the NHI drug price standards, which
determine the range of drugs that can be used under insurance medical care and the prices charged for the drugs used. Therefore, NHI drug price standards
The drug price standards are, in principle, revised once every two years to reflect the prevailing market prices, and are lowered each
time. As a result, the upper limit of selling prices will decrease each time the drug price standards are revised, which will have an impact on
sales.
allowance for doubtful accounts. However, if the possibility of collection is not expected due to future deterioration of the customer's financial condition, additional reserves may
due to changes in the economic environment caused by the novel coronavirus infection, there may be a significant impact on the business results of the Company and its consolidated
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4 [Analysis of financial position, operating results, and cash flow status by management]
Matters regarding the future contained herein are based on judgments made by the Company and its consolidated subsidiaries as of the end of the current consolidated fiscal year.
A summary of the financial position, operating results, and cash flows (hereinafter referred to as ``operating results, etc.'') of the Company and its consolidated
During the fiscal year ended March 31, 2019, Japan's economy showed signs of recovery as vaccinations against the novel coronavirus
disease progressed. However, due to soaring prices of raw materials and energy due to Russia's prolonged invasion of Ukraine, and the
bankruptcy of financial institutions in the United States, the future remains uncertain and the situation is unpredictable.
Amid these economic conditions, the Company and its consolidated subsidiaries have strengthened their corporate structure and conducted aggressive sales activities in order to respond to
As a result, compared to the previous fiscal year, sales decreased by 35,094 million yen to 2,239 million yen (-6.0% compared to the
previous fiscal year), and operating income decreased to 750 million yen. Ordinary profit decreased by 808 million yen, 195 million yen
(down 19.4% from the previous fiscal year). Net income attributable to owners of the parent company was 556 million yen, a decrease of
continued to face difficult conditions due to product shortages and a ban on exports to China. Sales of related equipment also decreased compared to the
previous fiscal year. As a result, overall sales decreased by 834 million yen to 17,171 million yen (-4.6% compared to the previous fiscal year), and segment profit
(gross profit) decreased to 1,511 million yen. yen and 72 million yen (-4.6% compared to the previous fiscal year). (clinical test reagent)
Sales of clinical test reagents decreased compared to the previous fiscal year due to the impact of intensified competition and a decrease in test
reagents related to the new coronavirus infection. Sales of related equipment also decreased compared to the previous fiscal year. As a result, overall
sales decreased to 14,205 million yen, 1,432 million yen (-9.2% compared to the previous fiscal year), and segment profit (gross profit) decreased to
1,512 million yen. yen and 64 million yen (-4.1% compared to the previous fiscal year).
(food)
Food products were affected by raw material shortages and a decrease in production due to the novel coronavirus infection, but sales exceeded
the previous fiscal year. As a result, sales increased by 41 million yen to 3,348 million yen (1.3% compared to the previous fiscal year), and segment
profit (gross profit) increased by 9 million yen to 260 million yen. (3.6% increase compared to the previous fiscal year).
(others)
Sales of other products decreased compared to the previous fiscal year due to a decrease in sales of flowers, seeds, etc. As a result, sales decreased by 14
million yen to 369 million yen (-3.7% compared to the previous fiscal year), and segment profit (gross profit) decreased to 59 million yen, 0 million yen ( Profit
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in the previous consolidated fiscal year). This was mainly due to an increase in trade receivables of 221 million yen, an increase in trade payables of 841 million
yen, and net income before taxes and minority interests of 804 million yen. This is due to a number of things.
consolidated fiscal year). This was mainly due to expenditures of 248 million yen for the acquisition of intangible fixed assets and expenditures of 100 million yen for the
the previous consolidated fiscal year). This was mainly due to dividends paid of 103 million yen.
Purchasing and sales results by segment for the current consolidated fiscal year are as follows.
1 Purchase record
2 Sales results
There are no major customers (accounting for 10% or more of total sales).
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of business results, etc. of the Company and its consolidated subsidiaries from the perspective of management.
Please note that matters regarding the future in this text have been determined as of the end of the current consolidated fiscal year.
The consolidated financial statements of the Company and its consolidated subsidiaries have been prepared in accordance with accounting standards generally
accepted in Japan. The preparation of these consolidated financial statements requires estimates and forecasts that may affect the operating results and other
conditions for the current consolidated fiscal year. The Company and its consolidated subsidiaries continually make estimates and forecasts based on assumptions
that are judged to be reasonable based on past performance and circumstances, and actual results may differ from these estimates. Masu.
Regarding the impact of the new coronavirus infection, we are currently continuing business activities at each of our
business locations after implementing strict measures. However, the new coronavirus infection has had a major impact on
economic activity, and it is difficult to predict how it will spread in the future and when it will end. Accounting estimates are
made on the assumption that the impact will continue for a certain period thereafter.
The analysis of the financial position for the current consolidated fiscal year is based on a comparison with the previous consolidated fiscal year.
(current assets)
Current assets at the end of the current consolidated fiscal year were 13,618 million yen (12,709 million yen in the previous fiscal year), an increase
of 909 million yen. This was mainly due to increases of 787 million yen in cash and deposits and 155 million yen in notes receivable, accounts
(Fixed asset)
Fixed assets at the end of the current fiscal year were 5,302 million yen (4,810 million yen in the previous fiscal year), an
increase of 492 million yen. This was mainly due to an increase of 221 million yen in software suspense account and 199 million
(Current Liabilities)
Current liabilities at the end of the current fiscal year were 10,872 million yen (10,085 million yen in the previous fiscal year), an
increase of 787 million yen. This was mainly due to an increase of 822 million yen in notes and accounts payable. (Fixed liabilities)
Fixed liabilities at the end of the current consolidated fiscal year were 778 million yen (753 million yen in the previous fiscal year), an increase of 25 million yen.
This was mainly due to an increase in deferred tax liabilities of 53 million yen, although long-term loans payable decreased by 14 million yen and lease obligations
(Net assets)
Net assets at the end of the current fiscal year were 7,269 million yen (6,681 million yen in the previous fiscal year), an increase
of 587 million yen. This was mainly due to an increase of 452 million yen in retained earnings and 118 million yen in unrealized
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Sales for the current fiscal year were 35,094 million yen, an increase of 2,239 million yen (compared to the previous fiscal year).
△ 6.0%) decreased. This was due to semiconductor-related companies experiencing product shortages, the impact of export bans to China, and a decrease in
Gross trading profit decreased by 128 million yen (3.7% compared to the previous fiscal year) to 3,344 million
yen, due to a decrease in sales.
Selling, general and administrative expenses were 2,593 million yen, an increase of 64 million yen (2.6% compared to the previous fiscal
year).
Operating income was 750 million yen, a decrease of 193 million yen (20.4% compared to the previous fiscal year) due
to a decrease in gross trading profit.
Non-operating income and expenses were 67 million yen, an increase of 3 million yen compared to the previous fiscal year, and non-operating expenses were
10 million yen, an increase of 5 million yen compared to the previous fiscal year. This total increased to 57 million yen, a decrease of 2 million yen (-3.4% compared
Ordinary income was 808 million yen, a decrease of 195 million yen (-19.4% compared to the previous fiscal
year).
Regarding extraordinary gains and losses, extraordinary profit was 0 million yen, a decrease of 1 million yen compared to the previous consolidated fiscal year, and extraordinary loss was 3 million yen, a decrease
of 26 million yen compared to the previous consolidated fiscal year. The total was -3 million yen, compared to the previous consolidated fiscal year, 25 million yen (in the previous consolidated fiscal year,
△ 28 million yen).
As a result, net income attributable to owners of the parent company decreased by 101 million yen (-15.4% compared to the
③ Contents of analysis and consideration of cash flow status, information regarding capital resources and liquidity of funds a.
The details of the analysis and consideration of the cash flow situation are included in "(1) ② Cash flow
Overview of operating results, etc. - Low status".
selling, general and administrative expenses. Demand for funds for investment purposes is primarily due to capital expenditures.
The Company and its consolidated subsidiaries have a basic policy of ensuring stable liquidity and sources of funds necessary for business
operations. Based on this policy, we will make efficient use of cash on hand and supplement this by procuring long-term working capital and capital
investment funds from financial institutions, and short-term working capital from financial institutions. This is covered by short-term loans.
The Company and its consolidated subsidiaries have sufficient borrowing capacity from financial institutions, and believe that it will be possible for the Company and its consolidated
subsidiaries to continue to raise the funds necessary to maintain, expand, and operate their businesses. .
As of the end of the current consolidated fiscal year, the balance of interest-bearing debt, including borrowings and lease obligations, was 576 million yen, and
the balance of cash and cash equivalents was 2,106 million yen.
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At the Board of Directors meeting held on November 14, 2022, the Company decided to merge with Tohoku System Co., Ltd., a consolidated
subsidiary of the Company, with the aim of further improving management efficiency as part of structural reforms. Ta.
An absorption-type merger method in which the Company is the surviving company and Tohoku System Co., Ltd. is the dissolving company.
Since Tohoku System Co., Ltd. is a wholly owned subsidiary of the Company, there will be no allotment of shares or delivery of money or anything else
April 1, 2023
The Company will merge all assets, liabilities, rights and obligations based on Tohoku System Co., Ltd.'s balance sheet as of March 31, 2023, and other
calculations as of the same date, with any increases or decreases up to the time of the merger added. The transfer will be made on the due date.
(5) Overview of the company that will survive the absorption-type merger
Business details We primarily sell industrial chemicals, clinical testing reagents, foods, agrochemicals, and related equipment, and also provide maintenance services
Not applicable.
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The main capital investment for the current consolidated fiscal year was a total of 455 million yen, mainly for software in progress account, which is the development cost for
Morioka Office
chemical industrial chemicals Sales operations 314 ― 2,760 335 3,410 11
(Morioka City, Iwate Prefecture)
96,959
(Morioka City, Iwate Prefecture) ― idle land ― ― ― 96,959 ―
(2,310.02)
Yamagata branch 48,614
chemical industrial chemicals Sales operations 9,091 8,185 1,706 67,597 Ten
(Higashine City, Yamagata Prefecture) (1,983.66)
Tsuruoka Office 55,530
chemical industrial chemicals Sales operations 29,279 9,572 1,299 95,682 6
(Tsuruoka City, Yamagata Prefecture) (1,354.66)
Yonezawa Office 29,234
chemical industrial chemicals Sales operations 8,688 323 ― 38,245 3
(Yonezawa City, Yamagata Prefecture) (1,323.13)
Sendai branch 75,484
All segments Sales operations 5,771 10,634 48 91,938 twenty two
(Yamato Town, Kurokawa District, Miyagi Prefecture) (3,409.00)
Life Systems Information Research Institute
― ― ― ― ― 1
chemical industrial chemicals
Sales support
(Sendai, Miyagi Prefecture) clinical test reagents
Fukushima office
chemical industrial chemicals Sales operations ― ― 3,115 ― 3,115 3
(Fukushima City, Fukushima Prefecture)
12,630
(Otawara City, Tochigi Prefecture) ― idle land ― ― ― 12,630 ―
(1,924.00)
1,169,449
total 335,947 107,774 751,177 2,364,348 244
(41,163.54)
(Note) 1 “Other” in the book value is the amount of tools, furniture and fixtures, vehicles and transportation equipment, and software suspense
2 accounts. Idle land in Hirosaki City, Hachinohe City, Otawara City, and Morioka City is land acquired for business use. There are no major
3 rental facilities.
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Capital investments by the Company and its consolidated subsidiaries are determined by comprehensively considering economic trends, industry trends, investment efficiency, etc.
The plans for new construction and removal of important equipment as of September 30, 2023 are as follows.
others
(Note) The amount paid includes the software suspense account.
There are no plans for the retirement of important equipment that have been newly finalized during the current consolidated fiscal year.
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total 2,928,000
② [Issued shares]
Not applicable.
(3) [Exercise status, etc. of corporate bonds with stock acquisition rights with exercise price revision
Issued shares Issued shares Increase/decrease in capital Capital balance capital reserve capital reserve
date Total
Total number increase/decrease number balance Increase/decrease amount Balance
(KK) (KK) (1,000 yen) (1,000 yen) (1,000 yen) (1,000 yen)
April 1, 2018
△ 3,840,000 960,000 ― 820,400 ― 881,100
(note)
(note) Based on the resolution of the 66th Ordinary General Meeting of Shareholders held on December 20, 2017, we implemented a reverse stock split on April 1, 2018,
converting 5 shares of our common stock into 1 share. As a result, the total number of outstanding shares decreased by 3,840,000 shares to 960,000 shares.
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(Man)
(unit)
(Note) Of the 58,977 shares of treasury stock, 589 units are included in "Individuals and others" and 77 shares are included in "Status of shares less than one unit."
percentage (%)
Tohoku Chemical Supplier Stock Holding Association 1-3-1 Kanda, Hirosaki City, Aomori Prefecture 74,200 8.2
Tohoku Chemical Employee Stock Ownership Association 1-3-1 Kanda, Hirosaki City, Aomori Prefecture 52,240 5.8
Tokyo Small and Medium Enterprise Investment Development Co., Ltd. 3-29-22 Shibuya, Shibuya-ku, Tokyo 50,800 5.6
Aomori Bank, Ltd. 1-9-30 Hashimoto, Aomori City, Aomori Prefecture 44,800 5.0
Michinoku Bank, Ltd. 1-3-1 Katsuta, Aomori City, Aomori Prefecture 44,800 5.0
Nippon Soda Co., Ltd. 2-2-1 Otemachi, Chiyoda-ku, Tokyo 22,000 2.4
Sysmex Corporation 1-5-1 Wakihama Kaigandori, Chuo-ku, Kobe City, Hyogo Prefecture 20,400 2.3
Tosoh Nickemi Co., Ltd. 2-5-10 Shiba, Minato-ku, Tokyo 20,000 2.2
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① [Issued shares]
As of September 30, 2023
Non-voting shares ― ― ―
(Note) 1 All shares in the "Stocks with full voting rights (treasury stock, etc.)" column are treasury stock owned by the Company.
2 The common stock in the "Stocks less than one unit" column includes 77 treasury shares owned by the Company.
percentage (%)
― 6.1
Oaza Kanda, Hirosaki City, Aomori Prefecture
Tohoku Chemical Co., Ltd. 58,900 58,900
1-3-1
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Not applicable.
Not applicable.
(3) [Contents that are not based on a resolution at a general meeting of shareholders or a resolution at a board of directors
classification
Total disposal price Total disposal price
Number of shares (shares) Number of shares (shares)
(circle) (circle)
others ― ― ― ―
(note) The number of treasury shares held during the current period does not include the number of shares acquired through the purchase of shares constituting less than one unit from
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3 [Dividend policy]
Our company considers maintaining stable dividends to our shareholders as an important management policy, and our policy
is to continue to improve our return on equity. We will also respond to our shareholders by pursuing even greater profits.
Our basic policy is to pay dividends from surplus twice a year: an interim dividend and a year-end dividend. The decision-making body for dividends is the board of directors
for interim dividends, and the general meeting of shareholders for year-end dividends.
Regarding dividends for the current fiscal year, in accordance with the above policy, we would like to reduce the ordinary dividend by 10
Regarding the use of internal reserves, we will focus on maintaining and strengthening our future competitiveness and expanding our
management base.
Regarding interim dividends, the Articles of Incorporation stipulate that ``the Company's interim dividends may be paid with March 31st
(Note) Dividends of surplus whose record date falls in the current fiscal year are as follows.
Resolution date Total amount of dividends (thousand yen) Dividend per share (yen)
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enhance management check systems, and maintain management transparency. We are working to build an effective corporate governance system
by clarifying the responsibilities and authority of the directors' "management monitoring function" and the executive officers' "business execution
function."
② Overview of the corporate governance system and reasons for adopting the system -
In 2014, we clarified the functional division of management decision-making and business execution from a long-term perspective, and introduced an executive officer
system to strengthen management and executive functions. We have clarified the responsibilities and authority of the "monitoring function" and the "business execution
function" of executive officers. We have also established a supervisory system consisting of corporate auditors and a board of corporate auditors, which audits the execution of
We have established a board of executive officers and a company-wide general meeting as advisory bodies that report directly to the board of directors. The Executive Officers' Committee is
comprised of executive directors, executive officers, and heads of major head office departments, and meets four times a year. Additionally, the company-wide management meeting is held
eight times a year, with fewer members than the Executive Officers' Meeting.
Our company is building an internal control system that improves management transparency and ensures thorough compliance with laws and regulations, and allows us to quickly respond to changes in the
business environment.
The Company has adopted a corporate auditor system, in which the Board of Directors and the Board of Corporate Auditors supervise and monitor the execution of business, and also holds management
meetings to deliberate on budgets and other matters. Additionally, we have established a Corporate Planning Office to further enhance our business execution functions and strengthen our management structure
to respond quickly to changes in the environment, and we have established an Internal Control and Audit Office, an organization under the direct control of the President and Representative Director, to strengthen
Recognizing that the fundamentals of corporate governance are increasing corporate value through improved management transparency and thorough
compliance with laws and regulations, we will respond swiftly to changes in the business environment while ensuring shareholder rights and interests. We have
adopted the current governance system as one that can ensure management transparency and legal compliance.
In addition, we hold regular executive officer meetings to share information, consider issues faced by each group and office, and take measures.
Basic concept regarding internal control system and its development status
The Company executes the duties of Directors in accordance with the Board of Directors Regulations established by the Board of Directors, various regulations related to
Directors or the Board of Directors, and business operation rules, thereby establishing the Company's compliance system. .
If a director discovers any violation of laws and regulations in the course of business execution, he or she shall report it to the President and
Representative Director without delay, and at the most recently held Board of Directors meeting or management meeting. I'm here. In addition, in
this case, the director concerned promptly reports this to the corporate auditors.
In addition, based on the Internal Control and Audit Regulations, the Internal Control and Audit Office, which reports directly to the President and Representative Director, conducts internal audits covering all business operations based
on the internal audit plan formulated at the beginning of the fiscal year, and reports the audit results to the President and Representative Director and all directors. The Company reports to the Board of Directors and the Board of Corporate
Auditors.
In order to ensure the appropriateness of operations of group companies, the management group carries out necessary management according to the situation of the subsidiaries based
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We have appointed a person in charge of risk management in accordance with our risk management regulations, which aim to develop a management
system to prevent the occurrence of risks that may occur in our company, and to respond to risks that have occurred, and have established a Risk Management
The person in charge of risk management and the Risk Management Committee shall implement risk management effectively and efficiently, and promptly report to the
Internal Control Committee when it is determined that there is an act that impedes the execution of the company's business. We have ordered a review and are taking
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In principle, the Board of Directors meets once a month to discuss basic matters related to business execution in order to speed up decision-making. In
addition, management meetings are held regularly to report on important matters related to business execution and to discuss matters related to management,
and decisions on basic matters related to business execution are made in a flexible manner.
During the current fiscal year, the Company held meetings of the Board of Directors 13 times a month, and the attendance status of individual directors is as
follows.
Yasuo Higashi 13 13
Yasuyuki Higashi 13 13
Masahiro Kon 13 13
Manabu Shimazu 13 13
Sato Ino 13 13
Wataru Nishibori 13 13
Osamu Takada 13 13
Eiji Ito 13 13
Hidehiko Yashima 13 13
Takasugi Tei Ten Ten
(Note) Outside Director Takasugi The number of times Mr. Sadao's board of directors meetings were held and attendance is based on his appointment at the regular general meeting of shareholders to be held on December 20, 2022.
The Board of Directors actively discusses various management issues such as management strategy, corporate governance, and sustainability,
priority issues in major businesses, and business execution as specific matters considered by the Board of Directors.
In order to pay continuous and stable dividends from the perspective of focusing on returning profits to shareholders, the Company sets September 30th of each year as the record date by
resolution of the Board of Directors pursuant to the provisions of Article 454, Paragraph 5 of the Companies Act. The Articles of Incorporation stipulate that interim dividends may be paid.
In order to implement flexible capital policy, the Company's Articles of Incorporation stipulate that pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act, the Company
may acquire its own shares through market transactions, etc. by resolution of the Board of Directors. .
The Company aims to facilitate the deliberation of special resolution matters at the general meeting of shareholders, and resolutions pursuant to the provisions of Article 309, Paragraph 2 of the Companies Act
require a vote of one-third of the voting rights of shareholders who can exercise their voting rights. The Articles of Incorporation stipulate that shareholders with at least 100% of the voting rights must attend the
Our articles of incorporation stipulate that the number of directors shall be no more than 10.
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The Company's Articles of Incorporation stipulate that resolutions for the election of directors of the Company shall be made by a majority vote in the presence of shareholders holding one-
third or more of the voting rights of the shareholders eligible to exercise their voting rights. In addition, the Articles of Incorporation stipulate that resolutions for the election of directors shall not
In order to enable directors and corporate auditors to fully fulfill their expected roles in the execution of their duties, the Company has, by resolution of the Board of Directors, increased
liability for damages for directors and corporate auditors as stipulated in Article 423, Paragraph 1 of the Companies Act. The articles of incorporation stipulate that exemptions may be granted
The Company has concluded an officer liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the
Companies Act, under which all directors and auditors are insured. The insurance contract provides for damages and litigation costs incurred by the
insured due to claims for damages arising from acts (including omissions) committed by the insured based on his or her position as an officer of the
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① List of officers
December 2014 Executive Officer and Head of Corporate Strategy Office of the Company
CEO December 2015 Senior Executive Officer and Head of Corporate Strategy Office of the Company
president east Yasuyuki Born September 26, 1980 April 2016 Senior Executive Officer of the Company, Assistant to Sales Supervisor (Note)3 26,800
Also in charge of management and Director of Corporate Strategy Office
December 2017 Director, Senior Executive Officer, Sales Division of the Company
December 2019 Representative Director, President and Chief Management Officer of the Company
(current position)
April 2006 Director, Sendai Branch Manager and Sales Manager of the Company
December 2007 Managing Director and Sendai Branch Manager of the Company
director now Masahiro Born February 7, 1953 October 2009 Managing Director of the Company, Second Sales Group
(Note)3 4,960
length
December 2009 Senior Managing Director of the Company, Second Sales Group
length
April 2013 Senior Managing Director, Head of Sales of the Company
December 2013 Senior Managing Director and Senior Managing Executive Officer of the Company
Business management
Chief (current)
director December 2011 Director and Head of Sales Group 4 of the Company
Managing Executive Officer December 2013 Director, Executive Officer, Sales Division 4 of the Company
October 2023 Director and Managing Executive Officer of the Company Indus
December 2023 Indah, Director and Managing Executive Officer of the Company
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Academia Life Sciences October 2013 Director and Head of Sales Group 3 of the Company
Sales group supervisor and Sato Pig Born May 15, 1959 Concurrently Manager of Sendai Branch and in charge of new business (Note)3 6,600
Sendai Branch Manager and December 2013 Director, Executive Officer, Sales Department, Third Group of the Company
In charge of new business development team Loop manager, Sendai branch manager, new job
Business management
December 2014 Director, Managing Executive Officer, Sales Department of the Company
December 2019 Director, Managing Executive Officer, Sales Department of the Company
October 2023 Akade, Director and Managing Executive Officer of the Company
Office manager
December 2013 Kanemutsu, Executive Officer, Aomori Branch Manager of the Company
Academia Life Science Management 3 Group Manager and Aomori Branch Manager
Deputy Head of Business Group Tsu Ogawara Sales Office Manager and Life Systems Manager
Aomori Branch Manager and Nishibori Wataru Born November 17, 1964 Director of Mutual Information Research Institute (Note)3 3,200
Mutsu Ogawara Sales Office Manager December 2021 Director, Managing Executive Officer, Sales Department of the Company
Contract analysis/program research and development group 3 Group Manager and Aomori Branch Manager
Tsu Ogawara Sales Office Manager and Life Systems Manager
Loop manager and
Director of Mutual Information Research Institute
Deputy Director of Corporate Strategy Office
October 2023 Akade, Director and Managing Executive Officer of the Company
December 2023 Akade, Director and Managing Executive Officer of the Company
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director Takada Repair Born October 12, 1950 April 2015 Our advisor (Note)3 ―
May 2015 Retired from Chiyoda Oil Trading Co., Ltd.
June 2015 Outside Audit & Supervisory Board Member of ACOM Co., Ltd.
April 1982
Mitsubishi Chemical Industries, Ltd. (currently Mitsubishi Chemical Industries, Ltd.)
director Hidehiko Yashima Born May 26, 1956 March 2016 Retired from the company (Note)3 ―
Mitsubishi Chemical Technology Co., Ltd.
April 2016 Chi (currently Mitsubishi Chemical Corporation)
Search) President
April 2021 Company advisor (current position)
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December 2017 Executive Officer of the Company Sendai Branch Sales No. 4
July 1979
hill well ShinBorn December 10, 1948
Director of Okai Certified Public Accountant Office (current position)
Auditor (Note) 4 1,200
December 1992 Audit & Supervisory Board Member of the Company (current position)
Auditor Yasuo Senami Born October 3, 1959 November 2015 Mitsubishi Chemical Europe Representative (Note) 4 ―
President
April 2018 Mitsubishi Chemical Hall Co., Ltd.
Dings Director/Director of Audit Office
October 2020 Mitsubishi Chemical Holdings
Asia Pacific Representative
CEO
March 2023 Retired from the company
December 2023 Audit & Supervisory Board Member of the Company (current position)
total 91,220
(Notes) 1. Directors Osamu Takada, Hidehiko Yashima, and Tadashi Takasugi are outside directors.
2. Corporate auditors Makoto Okai, Yuji Kobe, Yoshinori Nagatomi, and Yasuo Senba are outside corporate auditors. 3 Directors Mr. Yasuo Higashi, Mr.
Yasuyuki Higashi, Mr. Masahiro Kon, Mr. Manabu Shimazu, Mr. Ichi Sato, Mr. Wataru Nishibori, Mr. Osamu Takada, Mr. Yashima
The terms of office of Mr. Hidehiko and Mr. Tadashi Takasugi will run from the conclusion of the regular general meeting of shareholders for the fiscal year ending September 2023 to the conclusion of the regular general meeting
4. The term of office of Audit & Supervisory Board Members Keitsugu Matsuda, Makoto Okai, Yuji Kobe, Yoshinori Nagatomi, and Yasuo Senba is for the term ending September 2023.
The term is from the time of the conclusion of the ordinary general meeting of shareholders for the period ending in September 2027 to the time of the conclusion of the ordinary general meeting of
shareholders for the fiscal year ending September 2027. 5. Representative Director and President Yasuyuki Higashi is the eldest son of Chairman and Director Yasuo Higashi.
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At the general meeting of shareholders held on December 17, 2015, the Company announced that Mr. Osamu, Hidehiko Yashima at the general meeting of shareholders held on December 20, 2021
Mr. Tadashi Takasugi was elected as an outside director at the general meeting of shareholders held on December 20, 2022. Outside directors are
scheduled to take on the role of supervising whether directors are performing their duties efficiently and appropriately from a standpoint independent
from management.
Outside Director Takada Mr. Osamu is a former employee of Mitsubishi Corporation, a business partner, but there are no special interests between Mitsubishi Corporation and the Company.
Mr. Hidehiko Yashima, an outside director, is a former employee of Mitsubishi Chemical Corporation, a business partner, but there is no significant relationship that would create a
In addition, although Mr. Tadashi Takasugi, an outside director, is a former employee of Mitsubishi Corporation, a business partner of the Company, there is no significant relationship that would
Mr. Makoto Okai, an outside corporate auditor, is an expert with specialized experience in accounting, and outside corporate auditors, Mr. Yuji Kobe, Mr.
Yoshinori Nagatomi, and Mr. Yasuo Senba have experience in related industries. Please note that Mr. Makoto Okai is a certified public accountant and has
considerable knowledge of finance and accounting. The number of shares owned by outside corporate auditors is 1,200 shares. Additionally, the four
Mr. Makoto Okai, an outside corporate auditor, is a shareholder of the Company and the director of Okai Certified Public Accountant Office, but there is no significant relationship
that would create a special interest between the firm and the Company.
Mr. Yuji Kobe, an outside corporate auditor, is a former employee of Mitsubishi Corporation, a business partner, but there is no significant relationship that would create a special
Mr. Yoshinori Nagatomi, an outside corporate auditor, is a former member of Nippon Soda Co., Ltd., a shareholder and business partner of the Company, but there is no significant
relationship that would create a special interest between the company and the Company.
Furthermore, although Mr. Yasuo Senba, an outside corporate auditor, is a former employee of Mitsubishi Chemical Corporation, a business partner, there is no significant relationship that would
create a special interest between Mitsubishi Chemical Corporation and the Company.
The Company has not established standards or policies regarding independence when appointing outside directors and outside corporate auditors. As of the filing date, the
Company has entered into an agreement with the outside directors and outside corporate auditors based on Article 427, Paragraph 1 of the Companies Act to limit their liability for
damages under Article 423, Paragraph 1 of the same Act. The maximum amount of liability for damages based on the applicable contract is the amount stipulated by law.
③ Mutual cooperation between supervision or audit by outside directors or outside corporate auditors, internal audit, corporate auditor audit, and accounting audit, and relationship with internal control
department
The Company has appointed three outside directors, and four of the five corporate auditors are outside corporate auditors.The Company strictly monitors the
execution of duties by the directors, including attending regular board meetings once a month, and maintains independence. We have secured it. In addition, the
corporate auditors strive for mutual cooperation by regularly exchanging opinions with the accounting auditor, directors, and the Internal Control and Audit Office.
The Company does not have standards or policies regarding the independence of outside directors or outside corporate auditors, but when appointing them, it is important to ensure that there is a
certain level of oversight from management that can strictly monitor the execution of duties by directors. The Company has decided to appoint an outsider who is close to the Board of Directors.
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The Board of Corporate Auditors is comprised of five corporate auditors as of the filing date of the securities report, and holds discussions and makes
resolutions based on established audit policies and plans, and audits the performance of duties by directors. As a general rule, meetings are held once a month, but
whenever necessary. Four of the five outside corporate auditors are outside corporate auditors, one of whom is a certified public accountant and has considerable
In addition, the corporate auditors and the Internal Control and Auditing Office hold meetings with the accounting auditor to exchange opinions regarding important issues related to
During the current fiscal year, the Company held meetings of the Board of Corporate Auditors 13 times a year, and the attendance status of each corporate auditor is as follows.
Koji Tsukudate 13 13
Okai Shin 13 12
Akio Nagatomi 13 13
Yuji Kobe 13 13
Yoshinori Nagatomi 13 13
The specific matters considered by the Board of Corporate Auditors include the preparation of audit reports, formulation of audit policies and audit plans, appointment, evaluation,
reappointment and agreement on remuneration of accounting auditors, and review with accounting auditors each quarter. This includes exchanging opinions including content, verifying the
development and operational status of internal control systems, and investigating the status of business and assets.
In addition, as full-time corporate auditors, we conduct auditing activities based on accurate information based on the field, and share information with outside corporate auditors to provide
their own specialized knowledge and objective viewpoints. The Board of Corporate Auditors will work to ensure the effective functioning of the Board of Corporate Auditors through discussions
based on opinions from the Board of Corporate Auditors, etc., and will work in collaboration with the Accounting Auditor and the Internal Audit Office to contribute to the healthy and sustainable
Internal audits at our company are carried out by the Internal Control and Audit Office (2 members), an organization under the direct control of the president and
representative director, who works closely with the corporate auditors to strengthen internal control functions. We conduct thorough internal audits.
Regarding internal audits, the Internal Control and Audit Office plays a central role in conducting regular audits based on the audit plan established at the
beginning of the fiscal year. In addition, we conduct audits as necessary to promote appropriate business operations. We also conduct internal control audits
The Internal Control and Audit Office reports audit results to the President and Representative Director, as well as to the Board of Directors, Board of Corporate Auditors, and
Executive Officers.
Furthermore, we aim to improve the effectiveness and efficiency of our audits by exchanging opinions and information regarding internal control evaluation with the accounting auditor.
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Regarding our accounting auditor, we have concluded an audit contract with Taiyo LLC, which conducts accounting audits based on the Companies
The names of the certified public accountants who executed operations during the current fiscal year and the composition of the assistants involved in audit operations are as follows.
Taiyo LLC
11 years
Designated limited liability partner Executive employee certified public accountant Kenichi Nakamura
Designated limited liability partner Executive employee certified public accountant Yukimasa Shimakawa
(Note) The number of years of continuous involvement is omitted because all of them have been involved for less than seven years.
others 9 people
Our company's corporate auditors and board of corporate auditors prepare an ``audit firm checklist'' at the end of each fiscal year, based on the ``Practical guidelines for corporate auditors,
etc. regarding evaluation and selection standards for accounting auditors.'' However, the Board of Corporate Auditors deliberates, and the Board of Corporate Auditors decides on the content of
proposals regarding the appointment, dismissal, and non-reappointment of the accounting auditor.
f. Evaluation of the audit corporation by the corporate auditors and the board of corporate auditors
The Company's corporate auditors and the Board of Corporate Auditors evaluate auditing corporations based on the ``Practical Guidelines for Corporate Auditors Regarding
As the evaluation criteria of the accounting auditor, the following seven items are evaluated and appropriateness is determined comprehensively. (1) Audit firm
quality control, 2) Audit team, 3) Audit fees, etc., 4) Communication with corporate auditors, 5) Relationship with management, etc., 6) Group company audits,
As a result of the Board of Corporate Auditors' evaluation of the accounting auditor in light of the above evaluation items during the current fiscal year, it was determined
that there were no problems overall with the auditing firm's audits.
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classification
For audit certification work For non-audit work For audit certification work For non-audit work
Based remuneration (1,000 yen) Based remuneration (1,000 yen) Based remuneration (1,000 yen) Based remuneration (1,000 yen)
consolidated subsidiary ― ― ― ―
b. Remuneration for the same network (Grant Thornton member firm) as the auditing certified public accountant (excluding a.)
Not applicable.
Not applicable.
e. Reasons why the Board of Corporate Auditors agreed to the remuneration, etc. of the Accounting Auditor
Based on the "Practical Guidelines for Cooperation with Accounting Auditors" published by the Japan Audit & Supervisory Board Members Association, the Board of Corporate Auditors of the
Company confirms the trends in audit time and audit fees in the audit plan, as well as the status of audit plans and performance in past years. As a result of verifying the validity of the estimated
remuneration amount, the Company determined that the remuneration for the accounting auditor is appropriate and has given consent pursuant to Article 399, Paragraph 1 of the Companies
Act.
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① Matters related to policies related to determining the amount of remuneration, etc. for officers or the method of calculating it
At the board of directors meeting held on February 22, 2021, the Company resolved on a policy for determining the content of individual remuneration for directors.
Compensation for individual directors is comprehensively considered within the total compensation limit approved at the general meeting of shareholders, taking into account
the company's performance and employee salary levels according to position, responsibilities, and length of service. Our basic policy is to determine compensation, and
Basic remuneration consists of monthly fixed remuneration, director bonuses, and director retirement benefits, and takes into account the standards of other companies, the Company's
business performance, and the level of employee compensation, depending on position, responsibility, and length of service. However, we are taking it into consideration comprehensively.
Additionally, for outside directors who are responsible for supervisory functions, monthly fixed compensation, bonuses for directors, and retirement benefits for directors are determined based
on their duties.
The specific amount of remuneration for each individual is determined by the President and Representative Director, Yasuyuki Higashi, based on a resolution of the Board of
Directors. The content of that authority is the amount of basic remuneration for each director. The reason for delegating these powers is that the President and Representative
Director is the most appropriate person to evaluate each director's areas of responsibility and duties while taking into account the Company's overall performance.
When determining the content of individual remuneration for directors, the Board of Directors comprehensively considers job responsibilities, employee
salary levels, etc., and calculates remuneration, etc. in accordance with the standards and regulations set forth in the decision policy. Therefore, the Board of
Directors has determined that the content is in accordance with the decision policy.
Regarding remuneration, etc. of directors for the current fiscal year, at the Board of Directors meeting held on December 20, 2022, the President and Representative
Director will consult with the Board of Directors to decide on the above calculation policy and remuneration limit. , has been resolved. In addition, the remuneration of the Audit
& Supervisory Board Members will be discussed and determined by the Audit & Supervisory Board Members at the Board of Auditors meeting held on December 20, 2022.
② Total amount of remuneration, etc. by officer category, total amount of remuneration, etc. by type, and number of eligible officers of the submitting company
director
81,628 71,475 5,000 5,153 ― 6
(Excluding outside directors.)
Auditor
8,937 8,580 ― 357 ― 1
(Excluding outside corporate auditors)
(Note) 1 Limits as determined by the resolution of the ordinary general meeting of shareholders held on December 20, 2018: Director remuneration within 150,000,000 yen per year (external
directors within 15,000,000 yen), auditor remuneration within 30,000,000 yen per year (external auditors) It has been resolved that the amount of the role will be within 15,000,000
Furthermore, it has been resolved that the amount of remuneration for directors will not include the salaries of employees who also serve as directors, as has been the case in the past.
As of the conclusion of the general meeting of shareholders, there are 10 directors (4 outside directors) and 5 corporate auditors (4 outside corporate
auditors).
2 The amount of fixed remuneration for directors and bonuses for directors does not include the amount equivalent to the salary, etc. for the employee portion of directors who also
serve as employees.
3 Retirement benefits are the amount provided for reserve for directors' retirement benefits.
This information is not listed because there is no person whose total consolidated remuneration is 100 million yen or more.
26,925 3 Amount equivalent to employee salary for directors who also serve as employees of the submitting company
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As a general rule, the Company does not hold stocks for purely investment purposes, so all investment stocks are classified as
② Investment stocks held for purposes other than pure investment a. Holding policy and method of verifying the rationality of holding, and verification by the board of directors,
Content
When acquiring new shares of a listed company or continuing to hold existing shares, consider strengthening and maintaining transactions that
contribute to increasing corporate value, and examining returns and risks from a medium- to long-term perspective. If the Company determines that
the stock it already owns will not be effective, it will be sold in consideration of the impact on the stock market.
unlisted stocks ― ― ―
11
Increase due to business partners and business partner stockholding association
Stocks other than unlisted stocks 32,624
there is.
unlisted stocks 1 20
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our stock
Number of shares (shares) Number of shares (shares) Purpose of holding, quantitative holding effect
Brand name Possession of expression
and the reason for the increase in the number of shares
Balance sheet amount Balance sheet amount presence or absence
DOWA HOLDING 15,173 14,551 Mainly in the chemical and industrial chemicals segment.
Nothing
Su Co., Ltd. 70,570 75,521 To maintain and strengthen business partner relationships
17,000 17,000
Taki Chemical Co., Ltd. We are considering selling Nothing
64,090 82,450
Procrea Holdi Co., Ltd. 20,520 20,520 To maintain and strengthen transactions with financial institutions.
eye
Nothing
languages 40,198 43,584
7,129 6,642 Mainly in the chemical and industrial chemicals segment.
AGC Co., Ltd. Nothing
37,386 29,823 To maintain and strengthen business partner relationships
8,200 8,200
Mitsubishi Materials Corporation We are considering selling Nothing
19,835 16,309
30,000 30,000 Mainly in the chemical and industrial chemicals segment.
Rena Science Co., Ltd. Nothing
15,510 9,720 To maintain and strengthen business partner relationships
33,499 33,489
Teraoka Manufacturing Co., Ltd. We are considering selling Nothing
11,188 11,219
2,000 2,000 Mainly in the chemical and industrial chemicals segment.
ULVAC Co., Ltd. Nothing
10,790 10,260 To maintain and strengthen business partner relationships
H.U. Group Hall 2,500 2,500 Mainly in the clinical testing reagents segment.
Nothing
Dings Co., Ltd. 6,350 6,600 To maintain and strengthen business partner relationships
2,083 1,431
Pacific Metal Co., Ltd. We are considering selling Nothing
2,920 3,131
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our stock
Number of shares (shares) Number of shares (shares) Purpose of holding, quantitative holding effect
Brand name Possession of expression
and the reason for the increase in the number of shares
Balance sheet amount Balance sheet amount presence or absence
400 400
Sanyo Chemical Industries Co., Ltd. We are considering selling Nothing
1,638 1,752
400 400 Mainly in the clinical testing reagents segment.
Cosmo Bio Co., Ltd. Nothing
392 408 To maintain and strengthen business partner relationships
(note) It is difficult to describe quantitative ownership effects for specific investment stocks. As stated above, the rationality of the holding will be
verified at the board of directors meeting held on November 13, 2023, based on the holding conditions as of the end of September 2023.
Not applicable.
Not applicable.
④ Those whose purpose of holding investment shares changed from pure investment purposes to purposes other than pure investment during the
⑤ Those whose purpose of holding investment shares was changed from a purpose other than pure investment to pure investment during the
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(1) The Company's consolidated financial statements have been prepared in accordance with the ``Regulations on Terminology, Forms, and Preparation Methods for Consolidated Financial Statements'' (Ministry of Finance
(2) The Company's financial statements have been prepared in accordance with the "Regulations on Terminology, Forms, and Preparation Methods for Financial Statements" (Ministry of Finance
Ordinance No. 59 of 1963; hereinafter referred to as the "Financial Statement Regulations"). Masu.
The Company falls under the category of a company that submits special financial statements and prepares financial statements in accordance with the provisions of Article 127 of the Financial Statement
Regulations.
Based on the provisions of Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act, the Company has published consolidated financial statements for the
consolidated fiscal year (October 1, 2022 to September 30, 2023) and business year (October 2022). The financial statements for the period from September 1, 2023 to September
3 Regarding special efforts to ensure the appropriateness of consolidated financial statements, etc.
The Company takes special efforts to ensure the appropriateness of consolidated financial statements, etc. Specifically, in order to develop internal
regulations, manuals, guidelines, etc. for preparing appropriate consolidated financial statements, etc., and to develop a system to appropriately
understand the contents of accounting standards, etc. We are a member of the Japan Standards Institute, participate in seminars sponsored by
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Assets section
current assets
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debt section
Current Liabilities
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Previous consolidated fiscal year (from October 1, 2021) (To September 30, 2022)
Other
others for retirement benefits
non-control
Total net assets
capital Shareholders' equity comprehensive income
capital an earned surplus Treasury stock Securities such adjustment
shareholder equity
Amount of change in the current period △ 191,807 3,051 △ 188,755 23,659 △ 165,095
(net amount)
Total amount of changes for the current period ― ― 561,857 △ 35,340 526,516 △ 191,807 3,051 △ 188,755 23,659 361,421
Balance at end of current period 820,400 881,100 4,494,215 △ 168,907 6,026,808 579,755 △ 1,499 578,255 76,384 6,681,448
Current consolidated fiscal year (from October 1, 2022 to September 30, 2023)
Other
others for retirement benefits
non-control
Total net assets
capital Shareholders' equity comprehensive income
capital an earned surplus Treasury stock Securities such adjustment
shareholder equity
Amount of change in the current period 118,024 6,557 124,581 10,482 135,063
(net amount)
Total amount of changes for the current period ― ― 452,577 ― 452,577 118,024 6,557 124,581 10,482 587,640
Balance at end of current period 820,400 881,100 4,946,792 △ 168,907 6,479,385 697,779 5,057 702,836 86,867 7,269,089
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This information has been omitted as it is stated in "1. Corporate Overview 4. Status of Affiliated Companies."
Furthermore, Tohoku System Co., Ltd., which was a consolidated subsidiary in the previous fiscal year, has been excluded from the scope of consolidated
The closing date of consolidated subsidiaries is the same as the consolidated closing date.
Other securities
Things other than stocks, etc. that have no market price
Market value method (All valuation differences are accounted for directly in net assets, and cost of sales is calculated using the moving average
method.)
Furthermore, for investments in investment business limited partnerships (those deemed to be securities pursuant to Article 2, Paragraph 2 of the Financial Instruments and
Exchange Act), the most recent available financial statement date stipulated in the partnership contract shall be used. This is based on the financial statements and uses the method
Mainly cost method based on average method (balance sheet value is written down based on decline in profitability)
However, buildings acquired on or after April 1, 1998 (excluding equipment attached to buildings) and equipment attached to buildings and structures
acquired on or after April 1, 2016 are depreciated using the straight-line method.
For software (for in-house use), the straight-line method is applied over the usable period within the company (within 5 years).
③ Lease assets
Lease assets related to finance lease transactions that do not transfer ownership
Straight line method where the lease term is the useful life and the residual value is zero.
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In order to prepare for losses due to bad debts on receivables, we examine the recoverability of general receivables based on the actual rate of bad debts, and individually examine the
collectability of specific receivables such as doubtful debts, and record the expected uncollectible amount.
In order to allocate the expenditure for bonuses paid to employees, the amount borne by the current consolidated fiscal year of the estimated payment amount is
recorded.
In order to prepare for the payment of retirement benefits to executives, the amount required to be paid at the end of the fiscal year based on internal regulations is recorded.
Please note that some consolidated subsidiaries do not have internal rules regarding retirement benefits for directors, so they are not recorded.
(Product sales)
The Company and its consolidated subsidiaries handle a wide variety of products, including general reagents, consumables, clinical test reagents,
industrial chemicals, food additives, and agricultural chemicals, and are obligated to deliver products based on customer orders. Masu. It is determined that
control transfers and the performance obligation is satisfied when the products are delivered to the customer. Since the period from the time of shipment to
the time control of the product is transferred to the customer is the normal period, revenue is recognized at the time of shipment. (equipment sales)
The Company and its consolidated subsidiaries sell equipment related to product sales, and are obligated to deliver equipment based on
contracts with customers. Revenue is recognized when the equipment is installed, adjusted, and operated, and when the customer accepts the
equipment, it is determined that control is transferred and the performance obligation is satisfied.
(maintenance contract)
The Company and its consolidated subsidiaries are obligated to provide maintenance services based on maintenance contracts with
customers regarding equipment sales. It is determined that the performance obligations for these services will be satisfied over the
(repair)
The Company and its consolidated subsidiaries are obligated to provide after-sales services such as repairs based on requests from customers
in the event of equipment failure after sales. It is determined that control is transferred and the performance obligation is satisfied at the time
We may act as an intermediary in providing services to customers, such as maintenance contracts and repairs. Therefore, for
transactions in which the Company and its consolidated subsidiaries act as agents, revenue is recognized at the net amount of the total
consideration received from the customer minus the amount paid to a third party.
The consideration for the transaction was received within one year of satisfaction of the performance obligation and does not include a significant financial component.
In calculating retirement benefit obligations, the straight-line period basis is used to attribute the expected amount of retirement benefits to the period
Actuarial gains and losses are amortized using the straight-line method over a certain number of years (5 years) within the average remaining service period of
employees at the time of occurrence in each consolidated fiscal year, and are expensed from the following consolidated fiscal year. We are determined to do so.
Unrecognized actuarial gains and losses are recorded as adjustments to retirement benefits in accumulated other comprehensive
Certain consolidated subsidiaries apply the simplified method to calculate retirement benefit liabilities and retirement benefit expenses, in which the amount required to be paid at the
end of the fiscal year for retirement benefits is treated as the retirement benefit obligation.
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Goodwill is amortized using the straight-line method over the period in which the investment is effective (within 20 years).
These are cash on hand, demand deposits, and short-term investments that mature within three months from the date of acquisition,
are highly liquid, easily convertible into cash, and bear only minimal risk of fluctuations in value.
(Additional Information)
Starting from the fiscal year ending September 2024, the Company has changed its segments as follows due to organizational changes. This is an organizational change to
(Old segment) Chemical industrial drugs, clinical test reagents, food, others (New
segment) Industry, medical, academia/life science
*2 Among notes receivable, accounts receivable, and contract assets, the balance of receivables arising from contracts with customers is as follows.
vinegar.
*4 Accounting treatment for notes maturing on the last day of the fiscal year is settled on the note clearing date.
Since the last day of the consolidated fiscal year was a holiday for financial institutions, the following notes, etc. maturing on the last day of the fiscal year are included in the balance at the end of the fiscal year.
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*1 The major items and amounts of selling, general and administrative expenses are as follows.
Provision of allowance for doubtful accounts 179,000 yen △ 1,743 thousand yen
Previous consolidated fiscal year (from October 1, 2021 to September 30, 2022)
Current consolidated fiscal year (from October 1, 2022 to September 30, 2023)
Not applicable.
*5 Loss on valuation of investment securities is due to impairment accounting for stocks whose market value or real value has significantly declined.
there is.
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Not applicable.
Current consolidated fiscal year (from October 1, 2022 to September 30, 2023)
Hirosaki City, Aomori Prefecture idle assets Telephone subscription rights 454,000 yen
Hirakawa City, Aomori Prefecture idle assets Telephone subscription rights 217,000 yen
(background)
As there are no future plans for the use of idle assets and the value has fallen significantly, an impairment loss was recognized for the idle assets.
(Grouping method)
Idle assets that are not expected to be used in the future are grouped by individual property. (Method of
calculating recoverable amount, etc.)
The recoverable amount of fixed assets for which an impairment loss has been recognized is the net selling price. Telephone subscription rights
Amount incurred in the current period △ 304,912 thousand yen 165,770 thousand yen
Before tax effect adjustment △ 274,838 thousand yen 168,429 thousand yen
Valuation difference on other securities △ 191,807 thousand yen 118,098 thousand yen
Amount incurred in the current period 3,916,000 yen 6,984 thousand yen
Adjustment amount related to retirement benefits 3,051,000 yen 6,557 thousand yen
Total other comprehensive income △ 188,755 thousand yen 124,655 thousand yen
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Previous consolidated fiscal year (from October 1, 2021 to September 30, 2022) 1.
Type of stock Beginning of current consolidated fiscal year increase decrease End of current consolidated fiscal year
Type of stock Beginning of current consolidated fiscal year increase decrease End of current consolidated fiscal year
The increase was mainly due to the acquisition of treasury stock based on a resolution of the Board of Directors.
Not applicable.
(2) Among dividends whose record date falls in the current consolidated fiscal year, the effective date of the dividend is in the next consolidated fiscal year.
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Type of stock Beginning of current consolidated fiscal year increase decrease End of current consolidated fiscal year
Type of stock Beginning of current consolidated fiscal year increase decrease End of current consolidated fiscal year
Not applicable.
(2) Among dividends whose record date falls in the current consolidated fiscal year, the effective date of the dividend is in the next consolidated fiscal year.
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* Relationship between the end-of-year balance of cash and cash equivalents and the amounts of items listed on the consolidated balance sheet
cash and deposit accounts 1,407,655 thousand yen 2,195,476 thousand yen
Time deposits with a deposit period of more than 3 months △ 139,202 thousand yen △ 89,202 thousand yen
cash and cash equivalents 1,268,452 thousand yen 2,106,274 thousand yen
All lease investment assets recorded on the consolidated balance sheet are related to sublease transactions and are recorded at the amount
(3) Amount that corresponds to a sublease transaction and is recorded on the consolidated balance sheet as an amount before deduction of interest equivalent.
Investments and other assets 110,231 thousand yen 69,413 thousand yen
② Lease obligations
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Notes and accounts receivable-trade and electronically recorded monetary claims are exposed to customer credit risk.
Investment securities are primarily stocks of companies with which we have business relationships, and are exposed to the risk of market price fluctuations.
Most of the notes and accounts payable-trade and electronically recorded obligations are due within three months.
Borrowings are used for working capital (mainly short-term) and capital investment funds (long-term).
① Management of credit risk (risk related to non-performance of contracts by business partners, etc.)
In accordance with internal regulations, the Company's sales departments in each business division regularly monitor the status of major business partners regarding trade
receivables, manage due dates and balances for each business partner, and monitor deterioration of financial conditions, etc. We are working to quickly identify and alleviate
concerns about recalls. Consolidated subsidiaries also carry out similar management in accordance with the Company's internal regulations.
Regarding investment securities, we regularly monitor market prices and issuers' financial conditions, and continually review our holdings taking into account
③ Management of liquidity risk related to funding (risk of not being able to make payments on due date)
The Company manages liquidity risk by having the responsible department create and update cash flow plans in a timely manner based on reports from each
(4) Supplementary explanation regarding matters related to market value, etc. of financial instruments
The fair value of financial instruments includes values based on market prices and, if market prices are not available, reasonably
calculated values. As variable factors are taken into account when calculating the fair value of financial instruments, the value may fluctuate
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The carrying amount on the consolidated balance sheet, the market value, and the difference between these are as follows.
(1)Investment securities
(1)Investment securities
(Note 1) Notes are omitted for cash; deposits, notes receivable, accounts receivable and contract assets, electronically recorded receivables, notes and accounts payable, electronic
Notes are omitted for recorded obligations and short-term loans payable because they are settled in a short period of time and their fair value approximates their book value.
(Note 2) Stocks, etc. without market prices are not included in "(1) Investment securities." Consolidated balance sheet total for the financial instrument
(Note 3) “(2) Long-term loans payable” includes loans scheduled to be repaid within one year.
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Within 1 year More than 1 year and less than 5 years More than 5 years but less than 10 years Over 10 years
Within 1 year More than 1 year and less than 5 years More than 5 years but less than 10 years Over 10 years
(Note 5) Scheduled repayment amount of long-term loans payable and other interest-bearing debt after the consolidated closing date
Within 1 year More than 1 year but less than 2 years More than 2 years but less than 3 years More than 3 years but less than 4 years More than 4 years but less than 5 years Over 5 years
Within 1 year More than 1 year but less than 2 years More than 2 years but less than 3 years More than 3 years but less than 4 years More than 4 years but less than 5 years Over 5 years
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The fair value of financial instruments is classified into the following three levels depending on the observability and materiality of the inputs involved in
Level 1 market value: Of the inputs related to the calculation of observable market value, the calculation of the relevant market value formed in an active market
The market value calculated from the market price of the asset or liability subject to the
Level 2 market value: Of the inputs related to the calculation of observable market value, those related to the calculation of market value other than level 1 inputs.
a significant impact on the calculation of market value are used, the level to which each of those inputs belongs , the market value is
classified into the lowest priority level in calculating the market value.
① Financial assets and financial liabilities with market value as the carrying amount on the consolidated balance sheet Previous
② Financial assets and financial liabilities whose fair value is not included in the carrying amount on the consolidated balance sheet
(Note) Explanation of valuation techniques used to calculate market value and inputs related to calculation of market value
Investment securities
Listed stocks are valued using market prices. Since listed stocks are traded on active markets, their market value is
classified as Level 1 market value.
long-term debt
The fair value of long-term loans payable is calculated based on the present value of the total amount of principal and interest discounted at the interest rate
expected in the case of a similar new transaction, and the fair value is classified as Level 2 market value. .
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1 Other securities
Previous consolidated fiscal year (September 30, 2022)
classification Consolidated balance sheet amount Acquisition cost (thousand yen) Difference (thousand yen)
(1,000 yen)
② Bonds ― ― ―
③ Others ― ― ―
(Note) 1 “Acquisition cost” in the table is the book value after accounting for impairment losses. Unlisted stocks, etc. (consolidated balance sheet
2 amount: 14,972,000 yen) have no market price and are considered extremely difficult to determine, so they are included in "Other
securities" in the table above. not.
classification Consolidated balance sheet amount Acquisition cost (thousand yen) Difference (thousand yen)
(1,000 yen)
② Bonds ― ― ―
③ Others ― ― ―
③ Others ― ― ―
(Note) 1 “Acquisition cost” in the table is the book value after accounting for impairment losses. Unlisted stocks, etc. (consolidated balance sheet
2 amount: 14,952,000 yen) have no market price and are considered extremely difficult to determine, so they are included in "Other
securities" in the table above. not.
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Previous consolidated fiscal year (from October 1, 2021 to September 30, 2022)
Current consolidated fiscal year (from October 1, 2022 to September 30, 2023)
stock 20 ― ―
bond 5,000 ― ―
others 3,686 ― 1,232
total 8,706 ― 1,232
The amount of impairment loss for the previous fiscal year was 30,507 thousand yen (30,507 thousand yen for stocks). The amount of impairment loss for the current consolidated
fiscal year was 1,426 thousand yen (1,426 thousand yen for stocks).
The criteria for determining that the market value has "decreased significantly" is that if the market price as of the end of the consolidated fiscal year has decreased by 50% or more
compared to the acquisition cost, all stocks are judged to have declined significantly; If the stock price has declined by less than 10%, the judgment is made by taking into account
market price trends over a certain period of time and the business performance of the issuing company.
There are no applicable matters as the Company and its consolidated subsidiaries do not use derivative transactions at all.
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The Company and its consolidated subsidiaries have adopted a funded defined benefit plan and a defined contribution plan to allocate retirement benefits to
employees.
Defined benefit corporate pension plans (all of which are funded plans) provide lump-sum payments or pension payments based on salary and
length of service.
Under the lump-sum retirement benefit system (all of which are unfunded), a lump-sum retirement benefit is paid based on
For defined benefit corporate pension plans and retirement lump sum plans owned by some consolidated subsidiaries, retirement benefit liabilities and
2. Defined benefit plans (excluding plans to which the simplified method is applied) (1) Reconciliation
Beginning balance of retirement benefit obligations 781,926 thousand yen 720,663 thousand yen
Amount of actuarial gains and losses △ 9,043 thousand yen △ 5,985 thousand yen
Amount of retirement benefits paid △ 95,069 thousand yen △ 68,092 thousand yen
Ending balance of retirement benefit obligations 720,663 thousand yen 687,881 thousand yen
(2) Reconciliation table of beginning balance and ending balance of pension assets
Beginning balance of pension assets 707,530 thousand yen 651,792 thousand yen
Amount of actuarial gains and losses △ 5,127 thousand yen 999,000 yen
Contribution amount from employer 37,383 thousand yen 38,861 thousand yen
Amount of retirement benefits paid △ 95,069 thousand yen △ 68,092 thousand yen
Ending balance of pension assets 651,792 thousand yen 630,078 thousand yen
(3) Reconciliation statement of the end-of-year balance of retirement benefit obligations and pension assets and the retirement benefit liabilities and retirement benefit assets recorded on the
Liabilities related to retirement benefits 68,871 thousand yen 57,802 thousand yen
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Expense amount of actuarial gains and losses 1,102,000 yen 2,449 thousand yen
Retirement benefit costs related to defined benefit plans 36,877 thousand yen 37,227 thousand yen
The breakdown of items recorded in retirement benefit adjustments (before tax effect deductions) is as follows.
The breakdown of items recorded in cumulative retirement benefit adjustments (before deduction of tax effects) is as follows.
To determine the expected long-term rate of return on plan assets, we consider the current and expected allocation of plan assets and the current
and expected long-term rates of return from the various assets that make up plan assets. .
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(1) Reconciliation table of the beginning balance and end-of-year balance of retirement benefit liability for plans applying the simplified method
Amount of retirement benefits paid △ 12,933 thousand yen △ 3,343 thousand yen
Amount contributed to the plan △ 3,225 thousand yen △ 3,447 thousand yen
Ending balance of retirement benefit liability 21,970,000 yen 22,041 thousand yen
(2) Reconciliation statement of the end-of-year balance of retirement benefit obligations and pension assets and the retirement benefit liabilities and retirement benefit assets recorded on the
Retirement benefit expenses calculated using the simplified method: 12,723 thousand yen in the previous fiscal year, 6,861 thousand yen in the current fiscal year
The amount required to be contributed to defined contribution plans by some consolidated subsidiaries was 1,680,000 yen in the previous fiscal year and 972,000 yen in the current fiscal year.
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1 Breakdown of deferred tax assets and deferred tax liabilities by main cause
Previous consolidated fiscal year Current consolidated fiscal year
Allowance for doubtful accounts 7,891 thousand yen 6,142 thousand yen
Liabilities related to retirement benefits 28,605 thousand yen 25,194 thousand yen
Reserve for directors' retirement benefits 41,085 thousand yen 44,467 thousand yen
Loss on valuation of investment securities 25,601 thousand yen 25,364 thousand yen
Deferred tax asset subtotal 248,797 thousand yen 208,537 thousand yen
Valuation allowance for tax loss carryforwards (Note 2) △ 28,229 thousand yen △ 4,065 thousand yen
Valuation allowance related to total deductible temporary differences, etc. △ 163,149 thousand yen △ 150,635 thousand yen
Valuation allowance subtotal (Note) 1 △ 191,379 thousand yen △ 154,701 thousand yen
Total deferred tax assets 57,417 thousand yen 53,836 thousand yen
Valuation difference on other securities 248,458 thousand yen 298,788 thousand yen
Fixed asset reduction reserve fund 37,888 thousand yen 37,888 thousand yen
Total deferred tax liability 286,346 thousand yen 336,677 thousand yen
Net deferred tax liability 228,928 thousand yen 282,841 thousand yen
(Note) 1 Because changes in the amount deducted from deferred tax assets (valuation allowance) are immaterial, the main details of the
changes have been omitted.
(Note) 2 Amounts of tax loss carryforwards and their deferred tax assets by carryforward deadline
Tax loss carryforward(a) ― 1,960 491 1,463 7,490 16,825 28,229 thousand yen
Valuation allowance ― △ 1,960 △ 491 △ 1,463 △ 7,490 △ 16,825 △ 28,229 thousand yen
(a) Tax loss carryforwards are the amount multiplied by the effective statutory tax rate.
(b) Tax loss carryforwards are the amount multiplied by the effective statutory tax rate.
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Items that are permanently excluded from deductions such as entertainment expenses 0.3% 0.6%
Resident tax per capita 1.4% 1.7%
Increase/decrease in valuation allowance △3.6% △1.4%
Items that are permanently excluded from income, such as dividends received △ 0.2% △ 0.3%
Impact of tax credits △ 1.1% △ 0.2%
others 2.8% △ 1.2%
Corporate tax burden rate after applying tax effect accounting 30.1% 29.6%
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At the board of directors meeting held on November 14, 2022, the Company resolved to absorb Tohoku System Co., Ltd., a consolidated subsidiary
of the Company, and entered into a merger agreement on the same date. We have merged with you. (1) Transaction summary
Business details Sales of industrial chemicals, clinical test reagents, and related equipment
April 1, 2023
③ Legal form of business combination
Absorption-type merger with the Company as the surviving company and Tohoku System Co., Ltd. as the dissolving company
By absorbing Tohoku System Co., Ltd., we will aim to improve management efficiency.
“Accounting Standards for Business Combinations” (ASBJ Statement No. 21, January 16, 2019) and “Application Guidelines for Business Combination
Accounting Standards and Business Separation Accounting Standards” (ASBJ Application Guidelines No. 10, January 2019) 16), and are treated as
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Previous consolidated fiscal year (from October 1, 2021 to September 30, 2022)
(Unit: 1,000 yen)
Reportable segment
total
chemical industrial chemicals clinical test reagents food others
Revenue from contracts with customers 18,005,751 15,637,986 3,306,525 383,638 37,333,902
Current consolidated fiscal year (from October 1, 2022 to September 30, 2023)
(Unit: 1,000 yen)
Reportable segment
total
chemical industrial chemicals clinical test reagents food others
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The information that serves as the basis for understanding revenue is as described in ``Information on important matters, etc. that form the basis for preparing consolidated 3.
financial statements, Matters related to accounting policies, (4) Standards for recording income and expenses.''
(3) Information for understanding the amount of revenue for the current consolidated fiscal year and the next consolidated fiscal year
Previous consolidated fiscal year (from October 1, 2021 to September 30, 2022)
Information regarding contract liabilities of the Company and its consolidated subsidiaries is omitted as their balances are immaterial and no
significant changes have occurred. Additionally, the revenue recognized in the current fiscal year from performance obligations satisfied (or
The Company and its consolidated subsidiaries have applied a practical expedient and omitted the transaction price allocated to the remaining performance obligations
because there are no significant contracts with an initially expected contract period of more than one year. I'm here. Additionally, there are no significant amounts of
consideration arising from contracts with customers that are not included in the transaction price.
Current consolidated fiscal year (from October 1, 2022 to September 30, 2023)
Information regarding contract liabilities of the Company and its consolidated subsidiaries is omitted as their balances are immaterial and no
significant changes have occurred. Additionally, the revenue recognized in the current fiscal year from performance obligations satisfied (or
The Company and its consolidated subsidiaries have applied a practical expedient and omitted the transaction price allocated to the remaining performance obligations
because there are no significant contracts with an initially expected contract period of more than one year. I'm here. Additionally, there are no significant amounts of
consideration arising from contracts with customers that are not included in the transaction price.
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[Segment information]
The reportable segments of the Company and its consolidated subsidiaries are constituent units of the Company and its consolidated subsidiaries for which separate financial
information is available and is regularly reviewed by the Board of Directors to determine the allocation of management resources and evaluate performance. This is the subject of the
following.
The Company and its consolidated subsidiaries sell chemical industrial chemicals and chemical industrial chemical-related equipment, clinical test reagents and
clinical test reagent-related equipment, food and food-related equipment, and agricultural chemicals and agricultural chemical-related equipment. Each sales group
formulates strategies for the products it handles and develops sales activities. Therefore, our reporting segments consist of ``Chemical and Industrial Pharmaceuticals,''
2. Calculation method for sales, profits or losses, assets, liabilities, and other items for each reportable segment
The accounting method for the reported business segments is generally the same as described in “Important matters underlying the preparation of
Please note that the Company and its consolidated subsidiaries do not allocate assets to business segments.
3 Information regarding the amount of sales and profit or loss by reportable segment
Previous consolidated fiscal year (from October 1, 2021 to September 30, 2022)
Reportable segment
Consolidated profit and loss calculation
Adjustment amount
Book value (Note)
chemical industrial chemicals clinical test reagents food others total
amount of sales
(Note) Segment profit is the same as gross profit on the consolidated statement of income.
Current consolidated fiscal year (from October 1, 2022 to September 30, 2023)
Reportable segment
Consolidated profit and loss calculation
Adjustment amount
Book value (Note)
chemical industrial chemicals clinical test reagents food others total
amount of sales
(Note) Segment profit is the same as gross profit on the consolidated statement of income.
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Previous consolidated fiscal year (from October 1, 2021 to September 30, 2022)
2 Information by region
(1) Sales
This information is omitted as there are no sales to external customers outside Japan.
Information is omitted as there are no tangible fixed assets located outside of Japan.
Of the sales to external customers, this information is omitted because there are no customers that account for more than 10% of the sales in the consolidated statement of
income.
Current consolidated fiscal year (from October 1, 2022 to September 30, 2023)
2 Information by region
(1) Sales
This information is omitted as there are no sales to external customers outside Japan.
Information is omitted as there are no tangible fixed assets located outside of Japan.
Of the sales to external customers, this information is omitted because there are no customers that account for more than 10% of the sales in the consolidated statement of
income.
Previous consolidated fiscal year (from October 1, 2021 to September 30, 2022)
Not applicable.
Current consolidated fiscal year (from October 1, 2022 to September 30, 2023)
Not applicable.
[Information regarding goodwill amortization amount and unamortized balance by reportable segment]
Not applicable.
Not applicable.
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financial statements and related parties Previous fiscal year (from October 1, 2021 to
Not applicable.
Net assets per share 7,330 yen 63 sen 7,971 yen 19 sen
Net income per share 728 yen 76 sen 617 yen 29 sen
(Note) 1 Diluted net income per share is not stated as there are no diluted shares. The basis for calculating net
2 income per share is as follows.
Average number of common shares during the period (shares) 902,379 901,023
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Not applicable.
(%)
classification Repayment deadline
(1,000 yen) (1,000 yen)
2 lease obligations is not stated because lease obligations are recorded on the consolidated balance sheet at the amount before deducting the amount
3 The scheduled repayment amount of long-term loans payable and lease obligations (excluding those scheduled to be repaid within one year) for five years after
More than 1 year but less than 2 years More than 2 years but less than 3 years More than 3 years but less than 4 years More than 4 years but less than 5 years Over 5 years
(1,000 yen) (1,000 yen) (1,000 yen) (1,000 yen) (1,000 yen)
Omitted because the amount of asset retirement obligations at the beginning of the current consolidated fiscal year and the end of the current consolidated fiscal year is less than 1/100 of
the total amount of liabilities and net assets at the beginning of the current consolidated fiscal year and the end of the current consolidated fiscal year. Doing.
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(cumulative period) 1st quarter 2nd quarter 3rd quarter Current consolidated fiscal year
per share
(circle) 202.31 407.21 553.84 617.29
Quarterly (current period) net income
(accounting period) 1st quarter 2nd quarter 3rd quarter 4th quarter
per share
(circle) 202.31 204.90 146.63 63.45
Quarterly net income
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① [Balance sheet]
Assets section
current assets
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debt section
Current Liabilities
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Previous business year (from October 1, 2021) (To September 30, 2022)
Shareholders' equity
Balance at the beginning of the current period 820,400 881,100 881,100 105,000 36,569 3,020,000 533,632 3,695,201
Due to changes in accounting policies
38,314 38,314
cumulative impact amount
Total amount of changes for the current period ― ― ― ― ― 330,000 121,140 451,140
Balance at end of current period 820,400 881,100 881,100 105,000 36,569 3,350,000 693,087 4,184,656
Balance at the beginning of the current period △ 133,566 5,263,135 770,186 770,186 6,033,321
Due to changes in accounting policies
38,314 38,314
cumulative impact amount
Total amount of changes for the current period △ 35,340 415,800 △ 191,381 △ 191,381 224,418
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Shareholders' equity
Balance at the beginning of the current period 820,400 881,100 881,100 105,000 36,569 3,350,000 693,087 4,184,656
Total amount of changes for the current period ― ― ― ― ― 475,000 △ 83,467 391,532
Balance at end of current period 820,400 881,100 881,100 105,000 36,569 3,825,000 609,620 4,576,189
Balance at the beginning of the current period △ 168,907 5,717,249 578,805 578,805 6,296,054
Total amount of changes for the current period ― 391,532 117,668 117,668 509,201
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① Subsidiary stocks
② Other securities
Things other than stocks, etc. that have no market price
Market value method (All valuation differences are accounted for directly into net assets, and the cost of sales is calculated using the moving average method.) Stocks,
Furthermore, for investments in investment business limited partnerships (which are considered securities pursuant to Article 2, Paragraph 2 of the Financial Instruments and Exchange
Act), the most recent financial statements available according to the financial reporting date stipulated in the partnership contract. The method is to incorporate the amount equivalent to the
Cost method based on the gross average method (for balance sheet values, the book value is written down based on a decline in profitability)
However, buildings acquired on or after April 1, 1998 (excluding facilities attached to buildings) and buildings, attached facilities, and structures acquired on or
For software (for internal use), straight-line method based on the usable period within the company (within 5 years)
Straight line method where the lease term is the useful life and the residual value is zero.
In order to prepare for losses due to bad debts on receivables, we record the estimated uncollectible amount based on the historical default rate for general
receivables, and examine the collectability of specific receivables such as doubtful debts on an individual basis.
In order to allocate the expenditure for bonuses paid to employees, the amount borne by the current fiscal year out of the estimated payment amount is recorded.
To prepare for retirement benefits for employees, an amount is recorded based on the estimated amount of retirement benefit obligations and pension assets at the end of the current fiscal
year.
The method of attributing estimated retirement benefits to periods is based on the straight-line period basis.
In addition, for actuarial differences, the amount is prorated using the straight-line method over a certain number of years (5 years) within the average remaining service
period of employees at the time of occurrence in each business year, and is depreciated from the following business year. We are processing it.
In order to prepare for the payment of retirement benefits to executives, the amount required to be paid at the end of the fiscal year based on internal regulations is recorded.
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(Product sales)
Our company handles a wide variety of products, including general reagents, consumables, clinical test reagents, industrial chemicals, food additives, and
agricultural chemicals, and is obligated to deliver products based on customer orders. It is determined that control is transferred and the performance obligation is
satisfied when the products are delivered to the customer. Since the period from the time of shipment to the time control of the product is transferred to the
(equipment sales)
The Company sells equipment related to product sales, and is obligated to deliver equipment based on contracts with customers. When the installation,
adjustment, and operating status of the equipment is confirmed and the customer accepts the equipment, control is transferred and the performance obligation is
(maintenance contract)
The Company is obligated to provide maintenance services based on maintenance contracts with customers regarding equipment
sales. It is determined that the performance obligations for these services will be satisfied over the service provision period.
(repair)
Our company is obligated to provide after-sales services such as repairs based on requests from customers in the event of equipment
failure after sales. It is determined that control is transferred and the performance obligation is satisfied at the time the services are provided.
We may act as an intermediary in providing services to customers, such as maintenance contracts and repairs. Therefore, for transactions
in which the Company acts as an agent, revenue is recognized as the net amount of the consideration received from the customer minus the
The consideration for the transaction was received within one year of satisfaction of the performance obligation and does not include a significant financial component.
5 Other important matters that form the basis for preparing financial statements
The accounting method for unrecognized actuarial gains and losses related to retirement benefits differs from the accounting method used in the
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*2 Guaranteed debt
The following debt guarantees are provided for borrowings from financial institutions of subsidiaries.
*4 Accounting treatment for notes maturing on the last day of the fiscal year is settled on the note clearing date.
Since the last day of the period was a holiday for financial institutions, the following notes maturing on the last day of the period are included in the ending balance.
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*1 Total transaction amount of business transactions and non-business transactions with affiliated companies
*2 The major items, amounts, and approximate percentages of selling, general and administrative expenses are as follows.
Provision of allowance for doubtful accounts 342,000 yen △ 1,732 thousand yen
Provision for director retirement benefits 6,348 thousand yen 6,174 thousand yen
Approximate percentage
Selling costs 38 % 42 %
General and administrative expenses 62 % 58 %
Not applicable.
*5 Loss on valuation of investment securities is due to impairment accounting for stocks whose market value or real value has significantly declined.
I will.
(Securities related)
As subsidiary stocks and affiliated company stocks do not have market prices, market values are not listed for subsidiary stocks and affiliated
company stocks.
The amounts recorded on the balance sheet of subsidiary stocks and affiliated company stocks, such as stocks without market prices, are as follows.
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1 Breakdown of deferred tax assets and deferred tax liabilities by main cause
Allowance for doubtful accounts 7,891 thousand yen 6,142 thousand yen
Reserve for retirement benefits 20,565 thousand yen 20,007 thousand yen
Reserve for directors' retirement benefits 30,082 thousand yen 31,965,000 yen
Loss on valuation of investment securities 23,248 thousand yen 23,683 thousand yen
Loss on evaluation of membership rights 3,889 thousand yen 3,584 thousand yen
Deferred tax asset subtotal 184,357 thousand yen 169,262 thousand yen
Total deferred tax assets 56,485 thousand yen 44,485 thousand yen
Valuation difference on other securities 247,876 thousand yen 297,989 thousand yen
Fixed asset reduction reserve fund 16,048 thousand yen 16,048 thousand yen
Total deferred tax liability 263,924 thousand yen 314,037 thousand yen
Net deferred tax liability 207,438 thousand yen 269,552 thousand yen
(note) Because changes in the amount deducted from deferred tax assets (valuation allowance) are immaterial, the main details of the
changes have been omitted.
2 Breakdown of major items that caused the difference between the statutory effective tax rate and the corporate tax burden rate after applying tax effect accounting
Items that are permanently excluded from deductions such as entertainment expenses 0.4% 0.5%
Resident tax per capita 1.4% 1.6%
Increase/decrease in valuation allowance 0.3% △ 0.1%
Items that are permanently excluded from income, such as dividends received △ 0.3% △ 0.4%
Impact of tax credits △ 1.3% △ 0.3%
others 2.0% △ 0.7%
Corporate tax burden rate after applying tax effect accounting 33.0% 31.1%
The notes are omitted because the same information is included in the consolidated financial statements "Notes (related to business combinations, etc.)."
The basic information for understanding revenue generated from contracts with customers is included in the consolidated financial statements "Notes (Revenue Recognition Related)"
The notes are omitted because they contain the same content.
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9
Tangible fixed assets building 265,353 86,953 21,974 330,323 962,180
(-)
construct 5,139 1,709 ― 1,225 5,623 186,405
55,570
― 55,570 ― ― ―
(-)
construction in progress
55,579
1,861,518 194,568 56,045 1,944,462 1,319,494
(-)
total
454
Intangible fixed assets ― 454 ― ― ―
(454)
Telephone subscription rights
software provisional
192,845 227,039 ― ― 419,885 ―
Account
454
total 192,845 227,493 ― 419,885 ―
(454)
(Note) The main increase in the current period is software suspense account. The software in progress account is the development cost for the next core system.
It is for use.
[Details of reserves]
(Unit: 1,000 yen)
Subject Balance at the beginning of the current period Increase amount for the current period Decrease amount for the current period Balance at end of current period
This information is omitted because consolidated financial statements are being prepared.
(3) [Others]
Not applicable.
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(Special account)
Handling location
1-4-5 Marunouchi, Chiyoda-ku, Tokyo Mitsubishi UFJ Trust and Banking Corporation Stock agency department
(Special account)
1-4-5 Marunouchi, Chiyoda-ku, Tokyo
Shareholder register administrator
Mitsubishi UFJ Trust and Banking Corporation
Agency ――
https://www.t-kagaku.co.jp/koukoku.html
Benefits for shareholders We have a shareholder benefit system in which we give away 3,000 yen worth of company products once a year.
Shareholders of the Company may not exercise any rights other than those listed below with respect to their shares of less than one unit. (1) Rights listed
(2) Right to make a claim pursuant to the provisions of Article 166, Paragraph 1 of the Companies Act
(3) Right to receive allotment of shares for subscription and allotment of stock acquisition rights for subscription according to the number of shares held by shareholders
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Our company does not have a parent company as stipulated in Article 24-7, Paragraph 1 of the Financial Instruments and Exchange Act.
(1) Securities report, its attached documents, and confirmation of the securities report
71st business year (from October 1, 2021 to September 30, 2022) Submitted to the Tohoku Local Finance Bureau on December 21, 2022
First quarter of the 72nd term (from October 1, 2022 to December 31, 2022) Submitted to the Tohoku Local Finance Bureau on February 14,
2023 Second quarter of the 72nd term (from January 1, 2023 to 2023) March 31) Submitted to the Tohoku Local Finance Bureau on May 15,
2023 Third quarter of the 72nd term (from April 1, 2023 to June 30, 2023) Submitted to the Tohoku Local Finance Bureau on August 10, 2023
Extraordinary report based on the provisions of Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Content, etc. (Results of Exercise of Voting Rights at General Meeting of
Shareholders)
71st business year (from October 1, 2021 to September 30, 2022) Submitted to the Tohoku Local Finance Bureau on September 5, 2023
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Not applicable.
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Board of Directors
Taiyo LLC
Tokyo office
㊞
Designated limited liability partner
certified public accountant During ~ village Ken one
Executive employee
㊞
Designated limited liability partner
certified public accountant island river line Positive
Executive employee
audit opinion
In order to provide audit certification based on the provisions of Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act, our auditing firm will conduct audits of Tohoku Chemical Co.,
Ltd. listed in the "Accounting Status" from October 1, 2022. Consolidated financial statements for the fiscal year ended September 30, 2023, namely, consolidated balance sheet, consolidated statement of
income, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows, and consolidated statement of comprehensive income. We
audited important matters that form the basis for preparing financial statements, other notes, and consolidated supplementary schedules.
We believe that the above consolidated financial statements reflect the financial position of Tohoku Kagaku Yakuhin Co., Ltd. and its consolidated subsidiaries as of
September 30, 2023, in accordance with corporate accounting standards generally accepted in Japan, and as of September 30, 2023. We believe that the operating results
and cash flow status for the consolidated fiscal year ending in 2017 have been presented fairly in all material respects.
Our auditing firm conducted the audit in accordance with auditing standards generally accepted as fair and reasonable in Japan. Our responsibilities under
the auditing standards are described in “Auditor's Responsibilities in the Audit of Consolidated Financial Statements.” Our auditing firm is independent from
the company and its consolidated subsidiaries in accordance with the rules regarding professional ethics in Japan, and also fulfills other ethical responsibilities
as an auditor. We believe that we have obtained sufficient appropriate audit evidence to form the basis of our opinion.
statements for the current fiscal year. The main audit matters are the matters addressed in the process of conducting the audit of the consolidated financial
statements as a whole and in forming the audit opinion, and our auditing firm does not express an opinion on such matters individually.
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Contents of major audit considerations and reasons for decisions Audit response
The Company and its consolidated subsidiaries (hereinafter referred to as the Our audit firm primarily conducted the following audit procedures in order to
“Company Group”) are primarily engaged in the wholesale business, handling a confirm the appropriateness of attributing the company group's equipment
large number of products including industrial chemicals, clinical test reagents, sales to periods.
and foods. We also sell equipment for using these products. · We evaluated the development and operational status of internal controls from receiving
Equipment sales account for more than a certain percentage of total sales, orders for equipment sales to recording sales.
and equipment is not only delivered, but is also put into operation after · As an analytical procedure for risk assessment, we conducted a comparative
installation and trial operation, so we often attend customer acceptance analysis of the amounts and profit margins for each product group.
inspections. It is necessary to reach an agreement on the operational status of · For transactions over a certain amount, we compared evidence against receipt inspection
the equipment. The person in charge of inspection receipts enters the inspection documents and other documents to confirm that the ordered items were delivered and that
receipts into the sales management system based on the acceptance stamps the customer's agreement regarding the operating status of the equipment was obtained.
received from the customer, adds a trail to the receipts, and affixes a seal. For transactions below a certain amount, a sample was selected at random and the same
Therefore, the company group will record sales of audit procedures as for transactions above a certain amount were conducted.
Other contents
Other information included in the securities report is information other than consolidated financial statements, financial statements, and their audit
reports. Management is responsible for preparing and disclosing other information. Additionally, the responsibility of the corporate auditors and the board of
corporate auditors is to monitor the execution of duties by directors in the development and operation of other reporting processes.
Our audit opinion on the consolidated financial statements does not include any other content, and our audit firm does
not express an opinion on any other content.
Our responsibility in our audit of the consolidated financial statements is to read through the other statements and, in the process of reading them, identify any differences between
the other statements and the consolidated financial statements or the knowledge we have gained in the course of the audit. The purpose is to consider whether there are material
differences, and to pay attention to whether there are any signs of material error in other statements beyond such material differences.
If our audit firm determines, based on the work we have performed, that there is a material error in other statements, we are
required to report that fact.
There are no other matters to be reported by our auditing firm.
Responsibilities of management, corporate auditors, and board of corporate auditors regarding consolidated financial statements
The responsibility of management is to prepare and properly present consolidated financial statements in accordance with corporate accounting standards
generally accepted in Japan. This includes developing and operating internal controls that management deems necessary to prepare and properly present
consolidated financial statements that are free from material misstatement due to fraud or error.
In preparing consolidated financial statements, management evaluates whether it is appropriate to prepare consolidated financial statements based on the
going concern assumption and uses corporate accounting standards generally accepted in Japan. If it is necessary to disclose matters related to going
The responsibility of the corporate auditors and the board of corporate auditors is to monitor the execution of duties by directors in the development and operation of the financial reporting process.
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The auditor's responsibility is to obtain reasonable assurance, based on the auditor's audit, whether the consolidated financial statements taken as a whole are free of
material misstatement, whether due to fraud or error, and to provide an independent statement in the auditor's report. Its purpose is to express opinions on the
consolidated financial statements from the standpoint of Misstatements may result from fraud or error and are determined to be material if, individually or in the
aggregate, they could be reasonably expected to influence the decisions of users of the consolidated financial statements. be done.
The auditor shall exercise professional judgment and maintain professional skepticism throughout the audit process in
accordance with auditing standards generally accepted in Japan:
· Identify and assess risks of material misstatement due to fraud or error. In addition, audit procedures that address the risk of material misstatement will be designed
and implemented. The selection and application of audit procedures is at the discretion of the auditor. In addition, obtain sufficient appropriate audit evidence on which
· Although the purpose of an audit of consolidated financial statements is not to express an opinion on the effectiveness of internal control, the auditor should perform the audit in
order to design audit procedures appropriate to the circumstances when performing risk assessments. Consider internal controls related to
· Evaluate the appropriateness of accounting policies adopted by management and their application methods, as well as the reasonableness of accounting estimates made by
· Whether it is appropriate for management to prepare the consolidated financial statements on a going concern basis and, based on the audit evidence obtained,
important questions regarding events or circumstances that cast significant doubt on the going concern assumption. Conclude whether there is significant uncertainty.
If there is a material uncertainty regarding the going concern assumption, call attention to the notes to the consolidated financial statements in the auditor's report, or if
the notes to the consolidated financial statements regarding the material uncertainty are inappropriate. is required to express an opinion with certain exceptions on the
consolidated financial statements. Although the auditor's conclusions are based on audit evidence obtained up to the date of the auditor's report, future events or
· Whether the presentation of the consolidated financial statements and notes comply with business accounting standards generally accepted in Japan, as
well as the presentation, structure and content of the consolidated financial statements, including related notes, and the Evaluate whether the financial
· Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its consolidated subsidiaries in order to express an opinion on the consolidated
financial statements. The auditor is responsible for instructing, supervising and performing the audit of the consolidated financial statements. The auditor is solely responsible for the
audit opinion.
The auditor shall inform the auditors and the board of auditors of the planned scope and timing of the audit, significant audit findings, including any
material deficiencies in internal controls identified during the audit process, and a report on the audit. Report on other matters required by the standards.
The auditor shall ensure that the auditor and the board of auditors have complied with Japan's professional ethics regulations regarding independence, as
well as any matters or impediments that may reasonably be considered to affect the independence of the auditor. If safeguards are in place to eliminate or
Among the matters discussed with the corporate auditors and the board of corporate auditors, the auditor determines those matters that are particularly important in the audit of the
consolidated financial statements for the current consolidated fiscal year as the main audit matters, and conducts the audit accordingly. Describe in the report. However, in cases where
public disclosure of the matter is prohibited by laws and regulations, or in cases where it is reasonably expected that the disadvantages of reporting in the audit report would outweigh the
public interest, although this is extremely limited, If the auditor determines that the matter should not be reported, do not record the matter.
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audit opinion
Our audit firm conducted an audit of Tohoku Chemical Co., Ltd.'s internal control report as of September 30, 2023 in order to provide audit certification pursuant to the provisions of
Our audit firm confirms that the above internal control report by Tohoku Kagaku Yakuhin Co., Ltd., which states that the internal control over financial reporting as of September 30,
2023 is effective, is a financial report that is generally accepted as fair and appropriate in Japan. We believe that the evaluation results of internal control over financial reporting have been
appropriately presented in all material respects in accordance with the standards for evaluation of internal control over financial reporting.
Our auditing firm conducted an internal control audit in accordance with standards for internal control audits related to financial reporting that are
generally accepted as fair and reasonable in Japan. Our responsibilities under the standards for auditing internal control over financial reporting are described
in “Auditor's Responsibilities in Internal Control Audits.” Our auditing firm is independent from the company and its consolidated subsidiaries in accordance
with the rules regarding professional ethics in Japan, and also fulfills other ethical responsibilities as an auditor. We believe that we have obtained sufficient
Responsibilities of management, corporate auditors, and board of corporate auditors regarding internal control reports
Management is responsible for developing and operating internal controls over financial reporting, and preparing and appropriately presenting internal control reports in accordance with standards for
evaluation of internal controls over financial reporting that are generally accepted as fair and appropriate in Japan. It's about doing.
The responsibility of the corporate auditors and the board of corporate auditors is to monitor and verify the development and operational status of internal controls related to financial
reporting. Please note that internal controls over financial reporting may not be able to completely prevent or detect false statements in financial reports.
The auditor's responsibility is to obtain reasonable assurance, based on the internal control audit conducted by the auditor, as to whether the internal control report is free of material misstatement, and
to ensure that the internal control audit report is free of material misstatements. The purpose of this meeting is to express opinions regarding the internal control report from one's standpoint.
The auditor shall exercise professional judgment and maintain professional skepticism throughout the audit process in accordance with
standards for auditing internal control over financial reporting that are generally accepted in Japan. do.
· Perform audit procedures to obtain audit evidence regarding the evaluation results of internal control over financial reporting in the internal control report. Audit
procedures for internal control audits are selected and applied based on the auditor's judgment and the significance of their impact on the reliability of financial
reporting.
· Examine the presentation of the internal control report as a whole, including the descriptions made by management regarding the evaluation scope, evaluation procedures, and evaluation results of
· Obtain sufficient and appropriate audit evidence regarding the evaluation results of internal control over financial reporting in the internal control
report. The auditor is responsible for instructing, supervising, and conducting the audit of the internal control report. The auditor is solely responsible for
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internal control audit, any identified material deficiencies in internal control that should be disclosed, the results of their correction, and Report on other matters required
The auditor shall ensure that the auditor and the board of auditors have complied with Japan's professional ethics regulations regarding independence, as
well as any matters or impediments that may reasonably be considered to affect the independence of the auditor. If safeguards are in place to eliminate or
conflict of interest
According to the provisions of the Certified Public Accountants Act, there are no conflicts of interest between the company and its consolidated subsidiaries and the auditing firm or its executive members that should be stated.
that's all
(Note) 1. The above is a digitized version of the matters stated in the original audit report, and the original is kept separately by our company (the
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Board of Directors
Taiyo LLC
Tokyo office
㊞
Designated limited liability partner
certified public accountant During ~ village Ken one
Executive employee
㊞
Designated limited liability partner
certified public accountant island river line Positive
Executive employee
audit opinion
In order to provide audit certification based on the provisions of Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act, our auditing firm will conduct audits of
Tohoku Chemical Co., Ltd. listed in the "Accounting Status" from October 1, 2022. Audit the financial statements for the 72nd fiscal year ending September 30, 2023, namely the balance
sheet, income statement, statement of changes in shareholders' equity, significant accounting policies, other notes, and supplementary schedules. went.
Our auditing firm confirms that the above financial statements reflect Tohoku Kagaku Yakuhin Co., Ltd.'s financial position as of September 30, 2023 and the business to
be completed on the same date, in accordance with corporate accounting standards generally accepted in Japan. We believe that the business results for the year have been
Our auditing firm conducted the audit in accordance with auditing standards generally accepted as fair and reasonable in Japan. Our
responsibilities under the auditing standards are described in “Auditor's Responsibilities in Financial Statement Audits.” Our auditing firm is
independent from the company in accordance with the rules regarding professional ethics in Japan, and also fulfills other ethical responsibilities as
an auditor. We believe that we have obtained sufficient appropriate audit evidence to form the basis of our opinion.
statements for the current fiscal year. The main audit matters are the matters that were addressed in the process of conducting the audit of the financial statements as a
whole and in forming the audit opinion, and our auditing firm does not express an opinion on such matters individually.
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The content is omitted because it is the same as the main audit considerations (appropriateness of period attribution of equipment sales) described in the audit
report of the consolidated financial statements.
Other contents
Other information included in the securities report is information other than consolidated financial statements, financial statements, and their audit
reports. Management is responsible for preparing and disclosing other information. Additionally, the responsibility of the corporate auditors and the board of
corporate auditors is to monitor the execution of duties by directors in the development and operation of other reporting processes.
Our audit opinion on the financial statements does not include any other contents, and our audit corporation does not express
an opinion on any other contents.
Our responsibility in an audit of financial statements is to read through the other statements and, in the process of reading them, identify material
differences between the other statements and the financial statements or knowledge we have gained in the course of the audit. In addition to such material
differences, attention should be paid to whether there are any signs of material error in other statements.
If our audit firm determines, based on the work we have performed, that there is a material error in other statements, we are
required to report that fact.
There are no other matters to be reported by our auditing firm.
Responsibilities of management, corporate auditors, and board of corporate auditors regarding financial statements
The responsibility of management is to prepare and properly present financial statements in accordance with corporate accounting standards generally
accepted in Japan. This includes developing and operating internal controls that management deems necessary to prepare and properly present financial
statements that are free from material misstatement due to fraud or error.
When preparing financial statements, management evaluates whether it is appropriate to prepare financial statements based on a going concern assumption and
prepares them as a going concern based on business accounting standards generally accepted in Japan. If it is necessary to disclose matters related to such matters, they
The responsibility of the corporate auditors and the board of corporate auditors is to monitor the execution of duties by directors in the development and operation of the financial reporting process.
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The auditor's responsibility is to obtain reasonable assurance, based on the audit performed by the auditor, whether the financial statements as a whole are
free of material misstatement, whether due to fraud or error, and to provide an independent perspective in the auditor's report. The objective is to express
opinions on the financial statements. Misstatements may result from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the decisions of users of the financial statements. Ru.
The auditor shall exercise professional judgment and maintain professional skepticism throughout the audit process in
accordance with auditing standards generally accepted in Japan:
· Identify and assess risks of material misstatement due to fraud or error. In addition, audit procedures that address the risk of material misstatement will be designed
and implemented. The selection and application of audit procedures is at the discretion of the auditor. In addition, obtain sufficient appropriate audit evidence on which
· Although the purpose of a financial statement audit is not to express an opinion on the effectiveness of internal
control, in performing a risk assessment, the auditor should consider Examine internal controls.
· Evaluate the appropriateness of accounting policies adopted by management and their application methods, as well as the reasonableness of accounting estimates made by
· Whether it is appropriate for management to prepare financial statements on a going concern basis and, based on the audit evidence obtained,
important questions regarding events or circumstances that cast significant doubt on the going concern assumption. Conclude whether there is significant
uncertainty. If there is a material uncertainty regarding the going concern assumption, the auditor should draw attention to the notes to the financial
statements in the auditor's report, or, if the notes to the financial statements regarding the material uncertainty are inappropriate, They are required to
express an opinion with exclusions on the financial statements. Although the auditor's conclusions are based on audit evidence obtained up to the date of
the auditor's report, future events or circumstances may cause the entity to no longer continue as a going concern.
· Whether the presentation and notes of the financial statements comply with business accounting standards generally accepted in Japan, as well as the
presentation, structure and content of the financial statements, including related notes, and the financial statements. Evaluate whether the underlying
The auditor shall inform the auditors and the board of auditors of the planned scope and timing of the audit, significant audit findings, including any
material deficiencies in internal controls identified during the audit process, and a report on the audit. Report on other matters required by the standards.
The auditor shall ensure that the auditor and the board of auditors have complied with Japan's professional ethics regulations regarding independence, as
well as any matters or impediments that may reasonably be considered to affect the independence of the auditor. If safeguards are in place to eliminate or
Among the matters discussed with the corporate auditors and the board of corporate auditors, the auditor determines the matters that are deemed to be particularly important in the
audit of the financial statements for the current business year as the main matters to be considered in the audit, and publishes the audit report. Described in . However, in cases where
disclosure of the matter is prohibited by law, etc., or in extremely limited cases, it is reasonably expected that the harm caused by reporting it in the audit report will outweigh the public
interest. Therefore, if the auditor determines that the matter should not be reported, it will not be stated.
conflict of interest
There is no conflict of interest between the company and our auditing firm or our executive members that should be stated pursuant to the provisions of the Certified Public Accountants Act.
that's all
(Note) 1. The above is a digitized version of the matters stated in the original audit report, and the original is kept separately by our company (the
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