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Kaycee Industries Ltd.

BSE: 504084 Sector: Engineering
NSE: N.A. ISIN Code: INE813G01015
BSE 00:00 | 30 Sep 5753.80 -234.15
(-3.91%)
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NSE 05:30 | 01 Jan Kaycee Industries Ltd
OPEN 5692.00
PREVIOUS CLOSE 5987.95
VOLUME 13
52-Week high 6490.00
52-Week low 3223.10
P/E 13.36
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5692.00
CLOSE 5987.95
VOLUME 13
52-Week high 6490.00
52-Week low 3223.10
P/E 13.36
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kaycee Industries Ltd. (KAYCEEINDS) - Director Report

Company director report

To

The Members

Kaycee Industries Limited

Mumbai.

Your Directors have great pleasure in presenting the 79th Annual Report and FinancialStatements of the company for the Financial Year ended 31st March 2022.

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’) thefollowing information is furnished covering the financial Performance and othersignificant developments during the Financial Year starting from April 1 2021 and endingon March 31 2022.

1) Financial Highlights

2021-22 2020-21
Particulars Rs. in Lakhs Rs. in Lakhs
Revenue from Operations 2940.86 2271.62
Other Income 44.02 34.95
Total Revenue 2984.88 2306.57
Total Expenses 2734.76 2196.77
Profit/(Loss) before exceptional and extraordinary items and tax 250.12 109.80
Exceptional Items (0) (15.09)
Extraordinary Items - -
Net Profit Before Tax 250.12 124.89
Provision for Tax
- Current Tax 53.13 35.29
- Deferred Tax (Liability)/Assets 10.38 4.79
Net Profit After Tax 186.61 84.81
Other Comprehensive Income (After Tax) 4.93 (0.83)
Total Comprehensive income 191.54 83.98
Paid up Equity Share Capital (Face Value Rs. 100/- per Share) 63.47 63.47
Other Equity 1593.87 1421.37
Earnings per share ( Basic & Diluted) 294.01 133.62

2) Financial Performance

? The Company has achieved a turnover of Rs.29.41 Crores for the FY ended 31st March2022 and there was a rise of Rs.6.69 crores when comparing with FY 20-21. In spite of asignificant impact in the first quarter in FY22 due to lockdown related economicdisruptions the Company posted a growth of 30% in sales volume on a full year basis andprofit got doubled with the margins of around 6% amidst increased cost of inputs.One-third of the revenue was generated through trading of goods sourced from Salzer

? The average raw material consumption has increased due to surge in the raw materialscost especially ABS powder Silver Bronze and other components during the 3rd and 4thQuarters.

? Borrowings are Nil as of 31st of March 2022;

3) Dividend

The Board considered a fair compensation to the shareholders by way of dividend andconsidering the present economic situation it has recommended payment of Dividend of Rs.50/- (i.e 50%) Per equity share of Rs.100 each on the total outstanding 63470 equityshares the Dividend outflow will amount to Rs. 3173500/- and will be out of theavailable surplus of the Company for the financial year 2021-22. The Dividend if approvedby the Members at their 79th Annual General Meeting shall be paid to allMembers whose name appear in the Register of Members on record date fixed July 29 2022and 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 adopt anybuy 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 Companya good Corporate Governance practice. However the Company has voluntarily adoptedcompliance to Corporate Governance Report from October 1 2020. The Corporate Governancereport forming part of this Board Report is at annex-7.

6) Reserves

No amount was transferred to reserves during the current Financial Year.

7) Liquidity

As at March 2022 the Company had adequate cash and cash equivalents in its books totake 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 company has taken into account the possible impact of COVID19-pandemic in itsscheme of operation. Due to the lockdown while the sales volumes for the 1st half endedSeptember 30 2021 were adversely impacted demand conditions have shown an improvement inthe 2nd half-year ended March 31 2022. The company is continuously monitoring thesituation and does not foresee as of now any significant impact on the operations and thefinancial position of the company as at March 31 2022. The Company will continue toclosely monitor any material changes to future economic 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 Regulator or Court or Tribunal during the yearunder 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 not only by your board but examined by theauditors. The Company tries to automate these controls to enhanced reliability.

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.

13) Deposits

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 due as at March 31 2022.

14) Statutory Auditors

At the Annual General Meeting held on August 04 2021 M/s. R Subramanian and CompanyLLP. Chartered Accountant (FRN.: 004137S/S200041) were appointed as the StatutoryAuditors of the Company to hold office till the conclusion of the 83 AGM of the Company tobe held in the year 2026.

Pursuant to the Notification issued by Ministry of Corporate Affairs on 7thMay 2018 amending section 139 of the Companies Act 2013 the mandatory requirement forratification of the appointment of Auditor by the members at every AGM has been omitted.

The report of the Statutory Auditors on the Company’s financial statement is partof the Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditor in the Report.

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 its Investments.

17) Extract of the Annual Return

The extract of the annual return in Form No. MGT – 9 forms part of theBoard’s report is 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 2022 the Board had 6 Directors with four Non - Executive and NonIndependent Directors – Mr. R Doraiswamy Mr. D Rajesh Kumar Mrs. A Manimegalai andMr.Jitendra Kantilal Vakharia and Two Independent Directors - Mr. N Rangachary and Mr.Balasubramanian Jayaraman Mr. Dileep Gupte Keshavrao an Independent Director passed awayon May 19 2021. On the recommendations of its Nomination & Remuneration Committeethe Board of Directors has given its approval for re-appointment of Mrs. A Manimegalai asan Non - Executive and Non Independent Directors for a period of 5 years and for theappointment of Mr. Priya Bhansali as a Non-Executive & Independent Director for aperiod of 3 years your consent to both the proposals is bring sought at this meeting. Theboard has recommended these proposals to you.

b) Committees of the Board

The Company has the following committees to discharge the 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. D Rajesh Kumar
B] Nomination & Remuneration Committee Mr. Balasubramanian Jayaraman – Chairman;
Mr. N Rangachary
Mr. Dileep Gupte**
Mr. R Doraiswamy
C] Share Transfer- Cum- Stakeholder Grievance Committee Mr. N Rangachary– Chairman;
Mr. Dileep Gupte**
Mr. Jitendra Vakharia
Mr. R Doraiswamy

**Died on May 19 2021

The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are available on thewebsite of the Company.

c) KMP

Mr. Harshal Patil has resigned from the position of Company Secretary w.e.f. 27thJanuary 2022 and Mr. Mohit Premchand Dubey has been appointed as a Company Secretary ofthe Company w.e.f. 27th January 2022.

22) Number of Meetings of the Board and its Committee

a) There were Four Board Meetings held during the Period from April 01 2021 to March31 2022 and details of the meetings are as under

1) 12/05/2021 2) 04/08/2021 3) 27/10/2021 4) 27/01/2022

b) There were four Audit Committees Meetings held during the Period from April 01 2021to March 31 2022 and details of the meetings are as under

1) 12/05/2021 2) 04/08/2021 3) 27/10/2021 4) 27/01/2022

c) The Nomination and Remuneration Committee met twice in the year on

1) 12/05/2021 2) 27/01/2022

d) There was one Meeting of the Stakeholder Relationship Committee held during thePeriod from April 01 2021 to March 31 2022 on 08/03/2022

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.

26) Listing

The Shares of the Company are listed on the Bombay Stock Exchange (BSE) at Mumbai. TheCompany has paid the Listing fees for the year 2021-22 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 lodgetheir holdings with Depository Participants [DPs] with whom they have their Demat Accountsfor getting 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 the year ended March31 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

? that such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2022 and of theprofit and loss of the company for that period;

? that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

? that the annual financial statements have been prepared on a going concern basis;

The Management and the Board believe the possible impact of events arising from COVID19 pandemic in the preparation of the financial statements including the ability of theCompany to continue as going concern. Moreover the impact assessment of COVID 19 is acontinuing process given the uncertainties associated with its nature and duration. TheCompany will continue to monitor any material changes that might affect the economic inthe future.

? That proper internal financial controls are being followed by the company.

? 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 are done at on arm’s length andin the ordinary course of business. There are detailed in note 29 to Accounts of theFinancial Statements for the year ended 31st March 2022. Refer annexure 3 in Form AoC-2showing the details of the Related Party Transactions during the year in pursuance ofClause (h) of Sub Section (3) of Section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014.

31) Particulars of Loans given Investments made Guarantees given and Securitiesprovided under section 186 of the companies act 2013

The Company has not given any loans or advances or investments or provided securitiesto other 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 2021-22. The Secretarial Audit Report for theFinancial Year ended March 31 2022 is annexed herewith marked as annexure 5 to thisReport. There has been no qualification reservation adverse remark or disclaimer givenby the 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. 48190/-. Further 89 correspondingshares on which dividends were unclaimed for seven consecutive years were transferred asper the requirements of the IEPF Rules. Year-wise amounts of unpaid / unclaimed dividendslying in the unpaid account up to the year and the corresponding shares which are liableto be transferred are provided in the Shareholder Information section of corporategovernance report and are also available on our website at www.kayceeindustries.com.

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 continuedto remain 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 estimatesand expectations may constitute ‘forward looking statements’ within the meaningof applicable 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.

39) Acknowledgement

Your Directors take this opportunity to thank all stakeholders Government CentralState their agencies and employees of the Company for their hard work dedication andcommitment and appreciate the co-operation received from the Bankers Clients CustomersVendors and other Government authorities during the year under review.

Date : May 12 2022 For and on behalf of the Board
Jitendra Vakharia Rajeshkumar
Director Director
(DIN: 00047777) (DIN: 00003126)

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