Kaycee Industries Limited Mumbai.
Your Directors have great pleasure in presenting the 78th Annual Report and FinancialStatements of the company for the Financial Year ended 31st March 2021.
In line with the requirements of Section 134 of the Companies Act 2013 (theAct') and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (the SEBI Regulations') the followinginformation is furnished covering the financial Performance and other significantdevelopments during the Financial Year starting from April 1 2020 and ending on March 312021.
1) Financial Highlights
| ||2020-21 ||2019-20 |
|Particulars ||In Rs. ||In Rs. |
|Revenue from Operations ||227161567 ||234268142 |
|Other Income ||3495170 ||1764588 |
|Total Revenue ||230656737 ||236032730 |
|Total Expenses ||219676782 ||214991769 |
|Profit/(Loss) before exceptional and ||10979955 ||21040961 |
|extraordinary items and tax || || |
|Exceptional Items ||(1508608) ||1946033 |
|Extraordinary Items ||- ||- |
|Net Profit Before Tax ||12488563 ||19094928 |
|Provision for Tax || || |
|- Current Tax ||2933507 ||3995303 |
|- Deferred Tax (Liability)/Assets ||1074445 ||1299322 |
|Net Profit After Tax ||8480611 ||13800303 |
|Other Comprehensive Income (After Tax) ||(83348) ||(812947) |
|Total Comprehensive income ||8397263 ||12987355 |
|Paid up Equity Share Capital (Face Value Rs. 100/- per Share) ||6347000 ||6347000 |
|Other Equity ||142137332 ||135644170 |
|Earnings per share ( Basic & Diluted) ||133.62 ||217.43 |
2) Financial Performance
As compare to last year during the year under review i) Despite our best efforts onplanning the revenue of the Company has de-grown by a mere 3.03% due to the impact causedby the Covid 19 led lockdown restrictions during the first Quarter. Despite the Covidrestrictions the CAM and Rotary switches business has done extremely well among theorganized players. ii) The Operating profit has decreased due to huge surge in the cost ofraw materials after the Second Quarter. The Purchase cost was not stable even after 3rdand 4thquarters of the Financial Year. This resulted reduction in the EBIDTAand it has reduced from 11% to 6.93%. iii) During the year under review 75% of the revenuewas contributed by the following three products; a. CAM Switches- 34% b. Rotary Switches 30% c. Micro Switches -11% iv) The Total Net worth of the Company increased fromRs.141991170/- to Rs.148484332/-with the corresponding increase in book value pershare from Rs. 2237.14/- to 2339.44/- by 4.57%. v) The earning per share wentup fromRs.212.99 to Rs.223.29 during the year a growth of 5%.
The above financial performance of your Company established the fact that thefundamentals of the Company were stable and by the application of modern and improvedmanagements techniques by the present management it is hoped that would add robuststrength to the company in the coming years.
In order to maintain the consistency in rewarding the shareholders by means of Dividendpayouts the Directors recommended payment of Dividend of Rs. 30/- (i.e 30%) Per equityshare of Rs.100 each on the total outstanding 63470 equity shares with the Dividendoutflow amounting to Rs.1904100/- out of the available surplus of the Company for thefinancial year 2020-21. The Dividend if declared by the Members at their 78thAnnual General Meeting shall be paid to all Members whose name appearing in the Registerof Members on record date fixed as July 302021 and be paid within the stipulated time.
4) Share Capital and other related matters
During the year under review the Company did not issue any fresh capital or adoptedany buy back arrangements.
5) Corporate Governance
The Company has been practicing good corporate governance and measures in line with theSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. However since theNet worth and paid up capital of the Company is below Rs. 25 Crores and Rs 10 Croresrespectively the Regulation 27 and Para C D and E of Schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 are not applicable to the Companybut as good Corporate Governance practice the Company has voluntarily adopted complianceto
Corporate Governance Report from October 1 2020. The Corporate Governance reportforming part of this Board Report is at annexure-7.
No amount was transferred to reserves during the current Financial Year.
As at March 2021 the Company had adequate cash and cash equivalents in its bookstaking care of all current liabilities comfortably.
8) Change in nature of business
There was no change in the nature of business of the Company. Your Company continues tobe one of the leading manufacturers of Rotatory Switches and other electrical products forvaluable customers.
9) Material Changes and commitments affecting the Financial Position of theCompany which have occurred between the end of the Financial year of the Company to whichthe Financial statements relate and the date of the report.
The COVID-19 pandemic severely impacted economies all over the world with India beingno exception. The business activities were temporarily suspended and movement of goods andpeople were greatly constrained during 1st Quarter of FY 20-21. Your Company alsosuspended all the operations at offices plants and dealerships in India from March 232020 to May 5 2020. During the lockdown period production and sales were impacted due tosupply chain constraints and suspension of business activities across the globe. In orderto support all the stakeholders including customers workforce dealers and vendors duringthe uncertain situation your Company has taken appropriate actions. Subsequent to theGovernment's directives with regard to resumption of business activities your Companyresumed its operations on May 6 2020 partially with a limited Staff. Your Companyperformed a detailed assessment of its liquidity position and the recoverability of theassets as on the balance sheet date and concluded that based on the indicators of futureeconomic conditions the carrying value of the assets will be recovered. Your Companybelieves that it had fully considered the possible impact of all the known events arisingfrom COVID-19 pandemic in its assessment. However the impact assessment of COVID-19 is acontinuing process. Your Directors will continue to monitor any material changes to futureeconomic conditions.
10) Details of the significant and Material Orders passed by the Regulators or Courtsor Tribunals impacting the On-going Concern status and Company's Operations in future
No such material orders were made by any Regulators or Courts or Tribunals during theyear under review impacting the on-going concern status and Company's operations infuture.
11) Details in respect of adequacy of internal financial controls with reference to thefinancial statements.
The Company has put in place adequate internal financial controls over financialreporting. These are reviewed periodically and made part of work instructions or processesin the Company. The Company continuously tries to automate these controls to increase itsreliability.
12) Details of Subsidiary/Joint Ventures/Associate Companies
Your company does not have any subsidiary/Joint Ventures/Associate Companies company.Your Company continues to be a subsidiary of M/s Salzer Electronics Ltd Coimbatore.
During the Financial year under the review your Company did not accept any depositswithin the meaning of Section 73 of the Companies Act 2013 read with Companies (Acceptanceof Deposits) Rules 2014. There were no deposits done as at March 31 2021.
14) Statutory Auditors
At the Annual General Meeting held on September 28 2017 M/s. A R Sodha & Co.Chartered Accountant were appointed as the Statutory Auditors of the Company to holdoffice till the conclusion of the 79th AGM of the Company to be held in the year 2022.However M/s. A R Sodha & Co have expressed willingness to step aside from theposition of Statutory Auditors with effect from May 24 2021 this resulting in a casualvacancy in the office of Statutory Auditors of the company (as envisaged by section 139(8)of the Companies Act 2013 ("Act")). The casual vacancy caused by theresignation of auditors can only be filled up by the Company in general meeting. Boardproposes that M/s. R Subramanian and Company LLP Chartered Accountants (FRN.:004137S/S200041) an audit Firm headquartered at Chennai be appointed as the StatutoryAuditors of the Company to fill the above casual vacancy. M/s. R Subramanian and CompanyLLP have conveyed their consent to be appointed as the Statutory Auditors of the Companyalong with a confirmation that their appointment if made by the members would be withinthe limits prescribed under the Companies Act 2013.
The report on the Company's financial position by M/s. A.R.Sodha & Co. CharteredAccountant Mumbai as the Statutory Auditors is part of this Annual Report. There is noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport.
15) Cost Audit
Though there is no requirement of compliance of maintenance of the cost records withinthe ambit of Provisions of Section 148(1) of the Companies Act 2013 read with Rule 3 ofthe Companies (Cost Records and Audit) Rules 2014 your Company has been maintainingrequisite cost records covering its production activities.
16) Investments Made By The Company
The Company has adequate measures to review the significant impact by way of anyincrease/ decrease of the fair value of the investments and accordingly being dealt within the financial statements of the Company. During the reporting period there was nosignificant variance in the fair value of the Investments.
17) Extract of the Annual Return
The extract of the annual return in Form No. MGT 9 forms part of the Board'sreport given as Annexure: 1 herewith in compliance with Rule 12(1) of the Companies(Management and Administration) Rules 2014
18) Compliance on Secretarial Standards
The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.
19) Disclosure of particulars regarding conservation of energy technology absorptionand foreign 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 2.
20) Corporate Responsibility Statement (CSR)
Your Directors state that the provisions of Section 135 of the Companies Act 2013regarding the Corporate Social Responsibility are not applicable to the Company.
21) Changes in the Directorate
Consequent on your company becoming the subsidiary of Salzer Electronics Ltd. theunder mentioned changes have taken place: a) Board of Directors
As at March 31 2021 the Board had 8 Directors with One executive Director Mr.Chandra Prakash Jain three Non-Executive and Non Independent Directors Mr. RDoraiswamy Mr. D Rajesh Kumar and Mrs. A Manimegalai and Four Independent Directors - Mr.N Rangachary Mr. Balasubramanian Jayaraman Mr.Jitendra Kantilal Vakharia and Mr. DileepGupte Mr. Chandra Prakash Jain the whole time Director has resigned with effect from May12 2021.
On the recommendations of Nomination & Remuneration Committee the Board ofDirectors has given their approvals for re-appointment of Mr. J. Balasubramaniam as anIndependent Director for a period of 5 years and for re-designation of Mr. JitendraVakharia as Non-Executive & Non-Independent Director and now seeking your consent onboth the proposals. The board has recommended these proposals to you.
b) Sub-Committees of the Company
The Company has the following committees to discharge their functions as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and thosecommittees have been re-constituted consequent to the changes in the composition of theBoard.
|Committee Name ||Composition |
|A] Audit Committee ||Mr. Balasubramanian Jayaraman Chairman; |
| ||Mr. N Rangachary |
| ||Mr. Dileep Gupte |
| ||Mr. Jitendra Vakharia |
| ||Mr. Chandra Prakash Jain** |
| ||Mr. D Rajesh Kumar |
|B] Nomination & ||Mr. Jitendra Vakharia Chairman; |
|Remuneration Committee ||Mr. N Rangachary |
| ||Mr. Dileep Gupte |
| ||Mr. R Doraiswamy |
|C] Share Transfer- Cum- ||Mr. N Rangachary Chairman; |
|Stakeholder Grievance ||Mr. Dileep Gupte & |
|Committee ||Mr. Jitendra Vakharia |
**Resigned w.e.f. May 12 2021
The details of programmes for familiarization 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. c) KMP
Mr. Harshal Patil has been appointed as a Company Secretary of the Company w.e.f. 5thAugust 2020.
22) Number of Meetings of the Board and its Committee a) There were Four BoardMeetings held during the Period from April 01 2020 to March 31 2021 and details of themeetings are as under 1) 09/06/2020 2)07/08/2020 3)28/10/2020 4) 28/01/2021 b) There werefour Audit Committees Meetings held during the Period from April 01 2020 to March 312021 and details of the meetings are as under 1) 09/06/2020 2)07/08/2020 3) 28/10/2020 4)) 28/01/2021 c) There was one Meeting of the Nomination and Remuneration Committee heldduring the Period from April 01 2020 to March 31 2021 as on June 09 2020.
23) Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to Sec.149 of the Companies Act 2013read along with SEBI circular dt.17.04.2014 and the performance of the Board was evaluatedby the Board after seeking inputs from all the Directors on the basis of the criteria suchas the Board composition and structure effectiveness of Board processes information andfunctioning 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.
24 ) Disclosure under section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition 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. An Internal Complaints Committee (ICC) has been set up to redress thecomplaints received regarding the Sexual Harassment. All the employees (PermanentContractual and Temporary Trainees) are covered under the policy. There were no complaintspending for the redressal at the beginning of the year and no complaints received duringthe Financial Year.
25) Listing Regulations
Your Company has duly complied with various Regulations as prescribed under SEBI(Listing obligations and Disclosures) Regulations 2015 to the extent of its applications.
The Shares of the Company are listed on the Bombay Stock Exchange (BSE) at Mumbai. TheCompany has paid the Listing fees for the year 2020-21 to the Bombay Stock Exchange (BSE).
27) Depository Services
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 theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN 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.
28) Vigil Mechanism
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (LODR) includes an Ethics & Compliance Task Force comprising seniorexecutives of the Company. Protected disclosures can be made by a whistle blower throughan e-mail or dedicated telephone line or a letter to the Task Force or to the Chairpersonof the Audit Committee. The Policy on vigil mechanism and whistle blower policy may beaccessed on the Company's website.
29) Directors Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 your Directors make thefollowing statements: that in the preparation of the annual financial statements for theyear ended March 31 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any; that such accountingpolicies have been selected and applied consistently and judgments and estimates have beenmade that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at March 31 2021 and of the profit and loss of the company forthat period; that proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; that the annual financial statements have been prepared on a goingconcern basis; The Management and the Board believe that it has taken into account all thepossible impact of events arising from COVID 19 pandemic in the preparation of thefinancial statements including the ability of the Company to continue as going concern.However the impact assessment of COVID
19 is a continuing process given the uncertainties associated with its nature andduration. The Company will continue to monitor any material changes to future economicconditions.
that internal financial controls are being followed by the company and that suchinternal financial controls are adequate and were operating effectively.
that systems to ensure compliance with the provisions of all applicable laws are inplace and are adequate and operating effectively.
30) Particulars of Contracts or Arrangements made with Related Parties
The Contracts or Arrangements with related parties done at on arm's length and inordinary course of business which are detailed in note 29 to Accounts of the FinancialStatements for the year ended 31st March 2021. Refer annexure 3 in Form AoC-2 showing thedetails of the Related Party Transactions during the year in pursuance of Clause (h) ofSub Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)Rules2014.
31) Particulars of Loans given Investments made Guarantees given and Securitiesprovided under 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.
32) 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 4 to this Report.
During the year under review none of the employees of the Company was in receipt ofremuneration aggregating Rs. 12000000/- 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.
33) Secretarial Audit Report
The Board appointed Mr. Aashit Doshi Practicing Company Secretary to conductSecretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report for theFinancial Year ended March 31 2021 is annexed herewith marked as annexure 5 to thisReport.There has been no qualification reservation adverse remark or disclaimer given bythe Secretarial Auditors in his Report.
34) Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. During the year the Company hastransferred the unclaimed and unpaid dividends of Rs. 41160/-. Further 1939corresponding shares on which dividends were unclaimed for seven consecutive years weretransferred as per the requirements of the IEPF Rules. Year-wise amounts of unpaid /unclaimed dividends lying in the unpaid account up to the year and the correspondingshares which are liable to be transferred are provided in the Shareholder Informationsection of corporate governance report and are also available on our website atwww.kayceeindustries.in.
35) Management's Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report as Annexure :6
36) Industrial Relations
During the year under review industrial relations at the Company's unit continued toremain cordial and peaceful.
37) Cautionary Statement
Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute forward looking statements' within the meaning ofapplicable laws and regulations. Although the expectations are based on reasonableassumptions the actual results might differ.
38) Human Resources
Your Directors wish to place on record their deep appreciation for its Human Resources.The Company continues its focus on development of human resources which is one of itsmost critical assets. Learning training and development have been strengthened to bringvalue addition in employees and to enhance team building and core competencies. TheCompany focuses on providing the employees friendly environment and culture and careergrowth opportunities. The Company also enhances the skills of the employees by periodicaltraining.
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.
|Date : May 12 2021 || |
For and on behalf of the Board
| ||Jitendra Vakharia ||Rajeshkumar |
| ||Director ||Director |
| ||(DIN: 00047777) ||(DIN: 00003126) |