Kaycee Industries Limited
Your Directors have pleasure in presenting the 73rd Annual Report and FinancialStatements for the Financial Year ended 31st March 2016.
The Companys financial performance for the year ended March 31 2016 issummarized below:-
|Particulars ||2015-2016 ||2014-2015 |
| ||(Rs.) ||(Rs.) |
|Sales & Other Income ||236163294 ||227529425 |
|Profit before Depreciation ||(1305319) ||(8964720) |
|Less:Depreciation & Amortization ||3448830 ||3012787 |
|Profit/(Loss) Before Taxation ||(2143511) ||(11977507) |
|Less: Taxation ||609010 ||(579993) |
|Profit/(Loss) after Taxation ||(2752521) ||(11397514) |
The Directors recommend payment of Dividend of Rs. 5/- Per equity share of Rs. 100each amounting to Rs. 317350/- and Dividend distribution tax of Rs. 51482/- there onequity shares for the year ended March 31 2016.
During the year under review total income of the Company was Rs. 23 61 63294 asagainst Rs. 22 75 29425 in previous year ended 31st March 2015. Net loss incurredduring the year is reduced to Rs. 2752521 as against Net loss of Rs. 11397514 in theprevious year. Your company suffering from loss due to low order received from clients andadverse and sluggish market conditions. Your Directors are putting in their best effortsto improve the performance of the Company.
The operational performance of the Company has been comprehensively covered in theManagement Discussion and Analysis Report (Annexure VI)
No amount has been transferred in reserves during the current financial year.
The company has not accepted any deposits from the public during the year under report.
Your Directors wish to place on record their deep appreciation for its Human Resources.The Company continues to place tremendous importance on overall development of all itsemployees.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The unclaimed dividend amount aggregating to Rs. 14940/- for the financial year on31st March 2008 was transferred to the Investor Education and Protection Fund establishedby the Central Government for the financial year ended March 31 2016 pursuant toSection 205C of the Companies Act 1956.
DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
The disclosure of particulars relating to conservation of energy and technologyabsorption and foreign exchange earnings and outgo as required by Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is given in Annexure- I.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 (5) OF THE COMPANIES ACT2013
The Directors confirm that:
1) In the preparation of the annual accounts the applicable accounting standards havebeen followed by the Company;
2) Such accounting policies have been selected and consistently applied and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at 31st March2016 and of the loss of the Companyfor the year ended on that date;
3) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the applicable provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4) Annual accounts have been prepared on a going-concern basis;
5) Internal financial controls to be followed by the Company have been laid down andthat such internal financial controls are adequate and were operating effectively.
6) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Raju Grover Director is liable to retire by rotation andbeing eligible offers herself for re-appointment at the ensuing Annual General Meeting.Your Board recommends her re-appointment.
During the year company has appointed Mr. Chandra Prakash Jain as Additonal Director ofthe company and re-designated as Executive Director for the tenure of 3 years effectivefrom 12th February 2016 subject to approval of shareholders in the ensuing AnnualGeneral Meeting.
The Company has received declaration from all the Independent Directors of the Companyviz Mrs. Pramila Merani and Mrs. Savitri Butani confirming that they meet with thecriteria of independence as prescribed under the Companies Act 2013 and LODR Regulation.
All the directors being appointed or re-appointed have confirmed that they are notdisqualified from being appointed as Directors in terms of section 164 of the CompaniesAct 2013.
The Composition of the Board and KMP as on date is as under:
|(1) Ms. Aarti grover ||Managing Director (KMP) |
|(2) Mr. Chandra Prakash Jain ||Executive Director |
|(3) Mrs. Raju Grover ||Non-executive Director |
|(4) Mrs. Sona Ramchandani ||Non-executive Independent Director |
|(5) Mrs. Pramila Merani ||Non-executive Independent Director |
|(6) Mrs. Savitri Butani ||Non-executive Independent Director |
|(7) Ms. Kamaleshwari Bind ||Company Secretary (KMP) |
|(8) Mr. Deepak Potdar ||Chief Financial Officer (KMP) |
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company.
VARIOUS COMMITTEES OF THE BOARD AND THEIR COMPOSITIONS
|A] Audit Committee ||Mrs. Sona Ramchandani - Chairperson |
| ||Mrs. Raju Grover |
| ||Mrs. Pramila Merani |
|B] Nomination Remuneration ||Mrs. Raju Grover |
|Committee ||Mrs. Sona Ramchandani - Chairperson |
| ||Mrs. Pramila Merani |
|C] Share Transfer- Cum- ||Mrs. Sona Ramchandani - Chairperson |
|Stakeholder Grievance Committee ||Mrs. Raju Grover |
| ||Mrs. Pramila Merani |
NUMBER OF MEETINGS OF THE BOARD
During the FY 2015-16 seven meetings of the Board of Directors were held.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the proper performance of the Boardwas evaluated by the Board after seeking inputs from all the Directors on the basis of thecriteria such as the Board composition and structure effectiveness of Board processesinformation and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairperson was also evaluated on the keyaspects of his role.
In a separate meeting of independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairperson wasevaluated taking into account the views of Executive Directors and Non-executiveDirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andIndividual Directors was also discussed.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) 2014 is furnished in Annexure IIand is attached to this Report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
At the Annual General Meeting held on 30th September 2015; M/s. N.D .Kapur & Co.Chartered Accountant were appointed as the Statutory Auditor of the Company to holdoffice till the conclusion of the 74th AGM of the Company to be held in the year 2017.Pursuant to Section 139 of the Companies Act 2013 the appointment of the auditors shallbe placed for ratification at every Annual General Meeting. Accordingly the appointmentof M/ s. N.D .Kapur & Co. is placed for ratification by the members at the ensuingAnnual General Meeting. The Company has received from M/s. N.D .Kapur & Co. acertificate to the effect that their proposed ratification if made will be in accordancewith Section 141 of the Companies Act 2013. The Board recommends the ratification ofappointment of statutory auditors for the financial year 2016-2017. The members arerequested to appointed M/s. N.D .Kapur & Co. Chartered Accountant and authorize theBoard to fix their remuneration.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Contracts or Arrangements with related parties are done on arms length and inordinary course of business which are detailed in Note 25 in Notes to Accounts of theFinancial Statements for the year ended 31st March 2016. (Annexure III)
There are no contracts or arrangements entered into with related parties exceptpayment of managerial remuneration to Directors and Managing Director (MDs). Further thepolicy on Related Party Transactions duly approved by the Board of Directors of theCompany has been posted on the www.kayceeindustries.com.
SECRETARIAL AUDIT REPORT
The Board has appointed Mr. Aashit Doshi Practicing Company Secretary to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed herewith marked as Annexure IV tothis Report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013
The Company has not made any loans or advances or investments or provided securities toother bodies corporate during the year.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars of employees required to be furnished pursuant to Section 197(12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure V to thisReport. However as per the provisions of Section 136 of the Companies Act 2013 theAnnual Report is being sent to all members of the Company.
During the year under review none of the employees of the Company was in receipt ofremuneration aggregating Rs. 10200000/- or more per annum if employed throughout theyear or Rs. 850000/- or more per month in case employed for part of the year. Hencethere are no particulars to be annexed to this report as required under sub-rules 2 and 3of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has M/S. RDJ Construction Private Limited as Subsidiary Company.
M/ s CMS Computers Limited and other group company of CMS group covered under thedefinition of Associate Companies. Furthermore company is not having any joint venture.
The Company is committed to good corporate governance in line with the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015. However since the Net worth andpaid up capital of the Company is below Rs. 25 Crores and Rs 10 Crores respectively theRegulation 27 and Para C D and E of Schedule V of the SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 are not applicable and hence CorporateGovernance Report does not forms part of the Annual Report. As good Corporate Governancethe companies intimate to the Stock Exchange its non-applicability for each quarter.
MANAGEMENT DISCUSSIONS AND ANALYSIS
A brief note on Management Discussions and Analysis of the results for the year underreview is given in Annexure VI which forms part of the Directors Report.
CORPORATE RESPONSIBILITY STATEMENT (CSR)
Your Directors state that the provisions of Section 135 of the Companies Act 2013regarding the provisions Corporate Social Responsibility is not applicable to the Companyas the Company is not falling under the said parameters.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairperson of the Audit Committee. The Policy on vigil mechanism and whistle blowerpolicy may be accessed on the Companys website.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report.
2. The Company does not have any Risk Management Policy as the element of riskthreatening the Companys existence is very minimal.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
4. Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors take this opportunity to thank all employees of the Company for theirhard work dedication and commitment and appreciate the co-operation received from theBankers and other Government authorities during the year under review.
| ||For and on behalf of the Board || |
| ||Sd/- ||Sd/- |
| ||AARTI GROVER ||RAJU GROVER |
|Place: Mumbai ||Managing Director ||Director |
|Dated: 12th August 2016 ||DIN: 02625342 ||DIN: 01584366 |