Kaycee Industries Limited
Your Directors have pleasure in presenting the 74th Annual Report andFinancial Statements for the Financial Year ended 31st March 2017.
In line with the requirements of the Companies Act 2013 (the Act') and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (the SEBI Regulations') this report covers the financial resultsand other developments during the Financial Year April 1 2016 to March 31 2017.
|Particulars ||2016-2017 ||2015-2016 |
| ||(Rs.) ||(Rs.) |
|Sales & Other Income ||244369029 ||236163294 |
|Profit before Depreciation ||(541822) ||(1305319) |
|Less :Depreciation & Amortization ||3256027 ||3448830 |
|Profit/(Loss) Before Taxation ||2714205 ||(2143511) |
|Less : Taxation ||3706623 ||609010 |
|Profit/(Loss) after Taxation ||6420828 ||(2752521) |
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 2017.
During the year under review total income of the Company was Rs. 24 43 69029 asagainst Rs. 23 61 63294 in previous year ended 31st March 2016. Net profit incurredduring the year amounting to Rs. 64 20828 as against Net loss of Rs. 27 52521 in theprevious year. Your company is recurring low profit due to sluggish market conditions.Your Directors are putting in their best efforts to improve the performance of theCompany.
Measures taken by the new Government are positive for overall industrial sectorsincluding electrical distribution and other components of industry .The situation isexpected to improve and the initiatives and measures on policy matters will have itsgenuine effect in contribution to economic growth over next 2 years period and hencemedium to long term outlook seems positive subject to future risks and uncertaintiesrelating to general economic and industry conditions currency exchange rates interestrates implementation of policies and other factors affecting the industry.
If the government's initiative shows positive in the next two years then the company'srevenue and profit will show a positive sign and it is good to the manufacturing industryand also to the company's progress.
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 its focus on development of human resource which is one of its mostcritical assets. Learning training and development has been strengthened to bring valueaddition in employees and to enhance team building and core competencies. The Companyfocuses on providing the employees friendly environment and culture and career growthopportunities. The Company also enhances the skills of the employees by providing variousinputs and information's and also gives the training to its employees on the products andcomponents of the company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The unclaimed dividend amount aggregating to Rs. 16270/- for the Financial Year on31st March 2009 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 ACT 2013
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 March2017 and of the profit/loss of theCompany for 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 Mr. Chandra Prakash JainExecutive Director is liable to retire by rotation and being eligible offers himself forre-appointment at the ensuing Annual General Meeting. Your Board recommends hisre-appointment.
The Company has received declaration from all the Independent Directors of the Companyviz Mrs. Sona Ramchandani Mrs. Pramila Merani and Mrs. Savitri Butani confirming thatthey meet with the criteria of independence as prescribed under the Companies Act 2013and Listing Obligation & Disclosure Requirement (LODR).
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- Stakeholder ||Mrs. Sona Ramchandani ||- Chairperson |
|Grievance Committee ||Mrs. Raju Grover || |
| ||Mrs. Pramila Merani || |
NUMBER OF MEETINGS OF THE BOARD
During the FY 2016-17 Five (5) 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/her 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.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments that occurred subsequent to the end ofthe Financial Year till the date of this report which affects the financial position ofthe Company.
CHANGE IN NATURE OF BUSINESS
There has no change in the nature of business of the Company. Your Company continues tobe one of the leading manufacturing Companies.
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 weaknesses in the design or operation were observed. The company continues tokeep the internal control system intact and in tandem with the industry.
The terms of office of M/s. N.D Kapur & Co. Chartered Accountant Mumbai asStatutory Auditors of the Company will be ending with the conclusion of forthcoming AnnualGeneral Meeting of the Company. The Board place on record its appreciation for theservices rendered by M/s. N.D Kapur & Co. Chartered Accountant Mumbai as theStatutory Auditors of the Company.
The Board of Directors of the Company have subject to approval of the Members decidedto make a change in the Statutory Auditors. A resolution proposing appointment of M/s. A RSodha & Co. Chartered Accountants Mumbai as the Statutory Auditors of the Companypursuant to Section 139 of the Companies Act 2013 forms part of the Notice.
The Report given by the Auditors on the Financial Statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
DEMERGER OF PROPERTY LEASING BUSINESS OF KAYCEE INDUSTRIES LIMITED INTO RDJCONSTRUCTIONS PRIVATE LIMITED
Kaycee Industries Limited (KIL' or Demerged Company') is primarily engagedin the business of manufacturing and trading of industrial switches counters watermeters electrical components etc. Further KIL along with its wholly owned subsidiaryi.e. RDJ Constructions Private Limited (RCPL' or Resulting Company') jointly owns animmovable property comprising of land and building which is utilized by KIL for itsproperty leasing business.
Currently manufacturing and trading of industrial switches counters water meterselectrical components etc. forms part of its core business activities and the propertyleasing business forms part of its non-core business activities. In order to ensure bettermanagement focus on its core business activities the management of KIL proposed todemerge its non-core business activities along with all the related assets into the RCPLsuch that the shareholders of the KIL have direct participation in property owning andleasing company.
Accordingly the Board of Directors of the respective companies on 5th May2017 approved the draft Scheme of Arrangement between Kaycee Industries Limited and RDJConstructions Private Limited and their respective shareholders and creditors undersection 230 to 232 read with section 66 and 52 of the Companies Act 2013 (Scheme')with an appointed date of 1st April 2017 which envisages the demerger ofspecified undertaking of KIL comprising of the property leasing business along with allthe related operations employees assets including the investment in the RCPLliabilities rights etc. and vesting the same into RCPL.
Subsequently the Scheme along with all the requisite documents has been filed with theBombay Stock Exchange (i.e. the Designated Stock Exchange for the purpose of coordinatingwith SEBI for the Scheme and matters connected therewith) on 23rd May 2017.
Pending the approval of the said Scheme by NCLT the Company has not given effect tothe said demerger in the books of accounts.
SCHEME OF DEMERGER BETWEEN CMS COMPUTERS LIMITED AND CMS TRAFFIC SYSTEMS LIMITED :
Pursuant to a Scheme of Arrangement ("Scheme") between CMS Computers Limited("CMS Computers") and CMS Traffic Systems Limited ("CMS Traffic") andtheir respective shareholders and creditors and as approved by the National Company LawTribunal (NCLT) vide its order dated 16th March 2017 CMS Traffic had demergedits Investment Business (including shares of the Company) into CMS Computers. Pursuant tothe Scheme CMS Traffic ceases to be the shareholder and promoter of your Company and CMSComputers becomes the holding company of your Company."
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Contracts or Arrangements with related parties are done on arm's 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 2017. (Annexure II)
There are no contracts or arrangements entered into with related parties exceptpayment of managerial remuneration to Managing Director (MDs). Further the policy onRelated Party Transactions duly approved by the Board of Directors of the Company has beenposted on the www.kayceeindustries.com.
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 III) 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.
SECRETARIAL AUDIT REPORT
The Board has appointed Mr. Aashit Doshi Practicing Company Secretary to conductSecretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report for theFinancial Year ended March 31 2017 is annexed herewith marked as (Annexure IV) tothis Report. There has been no qualification adverse remark or disclaimer given by theSecretarial Auditors in their 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.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has M/S. RDJ Construction Private Limited as Subsidiary Company.
M/ s CMS Computers Limited is a Holding Company and other group company of CMS groupcovered under the definition of Associate Companies. Furthermore company is not havingany joint venture.
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 Vand is attached to this Report.
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.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company's policy on prevention of sexual harassment of women provides for theprotection of women employees at the workplace and for prevention and redressal of suchcomplaints. There were no complaints pending for the redressal at the beginning of theyear and no complaints received during the Financial Year.
The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository ServicesLimited (CDSL). As a result the investors have an option to hold the shares of the Companyin a dematerialized form in either of the two Depositories. The Company has been allottedISIN No. INE813G01015.
Shareholders' therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.
The Shares of the Company are listed on the Bombay Stock Exchange (BSE) at Mumbai. TheCompany has paid the Listing fees for the year 2017-18 to the Bombay Stock Exchange (BSE).
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 Company's 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 Company's 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 Company's 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.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e)of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is presented in separate section forming part of theAnnual Report.(Annexure VI)
Your Directors take this opportunity to thank all stakeholders and employees of theCompany for their hard work dedication and commitment and appreciate the co-operationreceived from the Bankers Clients Customers Vendors and other Government authoritiesduring the year under review.
| ||For and on behalf of the Board |
| ||Sd/- ||Sd/- |
| ||AARTI GROVER ||RAJU GROVER |
|Place: Mumbai ||Managing Director ||Director |
|Dated: 14th August 2017 ||DIN : 02625342 ||DIN : 01584366 |