Kaycee Industries Limited
Your Directors have pleasure in presenting the 75th Annual Report andFinancial Statements for the Financial Year ended 31st March 2018.
In line with the requirements of the Companies Act 2013 (theAct') and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (the SEBI Regulations') this report covers thefinancial results and other developments during the Financial Year April 1 2017 to March31 2018.
FINANCIAL HIGHLIGHTS :
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|Sales & Other Income || |
|Profit before Depreciation || |
|Less :Depreciation & Amortization || |
|Profit/(Loss) Before Taxation || |
|Less : Taxation || |
|Profit/(Loss) after Taxation || |
The Directors recommend payment of Dividend of Rs. 10/- Per equityshare of Rs. 100 each amounting to Rs. 634700/- and Dividend distribution tax of Rs.102949/- there on equity shares for the year ended March 31 2018.
During the year under review total income of the Company was Rs.251692732 as against Rs. 244369029 in previous year ended 31st March 2017. Netprofit incurred during the year amounting to Rs. 11313917/- as against Net Profit ofRs. 6420828 in the previous year. Your company is recurring low profit due to sluggishmarket conditions. Your Directors are putting in their best efforts to improve theperformance of the Company.
Measures taken by the new Government are positive for overallindustrial sectors including electrical distribution and other components of industry .Thesituation is expected to improve and the initiatives and measures on policy matters willhave its genuine effect in contribution to economic growth over next 2 years period andhence medium to long term outlook seems positive subject to future risks anduncertainties relating to general economic and industry conditions currency exchangerates interest rates implementation of policies and other factors affecting theindustry.
If the government's initiative shows positive in the next two yearsthen the company's revenue and profit will show a positive sign and it is good to themanufacturing industry and also to the company's progress.
No amount has been transferred in reserves during the current FinancialYear.
The company has not accepted any deposits from the public during theyear under report.
Your Directors wish to place on record their deep appreciation for itsHuman Resources. The Company continues its focus on development of human resource whichis one of its most critical assets. Learning training and development has beenstrengthened to bring value addition in employees and to enhance team building and corecompetencies. The Company focuses on providing the employees friendly environment andculture and career growth opportunities. The Company also enhances the skills of theemployees by providing various inputs and information's and also gives the training to itsemployees on the products and components of the company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The unclaimed dividend amount aggregating to Rs. 15710/- for theFinancial Year on 31st March 2009 And Rs. 26050/- for the Financial Year on 31st March2010 was transferred to the Investor Education and Protection Fund established by theCentral Government for the Financial Year ended 2016 and 2017 pursuant to Section 205Cof the Companies Act 1956.
DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The disclosure of particulars relating to conservation of energy andtechnology absorption and foreign exchange earnings and outgo as required by Section 134of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 is given in Annexure- I.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 (5) OF THECOMPANIES ACT 2013
The Directors confirm that:
1) In the preparation of the annual accounts the applicable accountingstandards have been followed by the Company;
2) Such accounting policies have been selected and consistently appliedand judgments and estimates made that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March2018 and of theprofit/loss of the Company for the year ended on that date;
3) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the applicable provisions of the CompaniesAct 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;
4) Annual accounts have been prepared on a going-concern basis;
5) Internal financial controls to be followed by the Company have beenlaid down and that such internal financial controls are adequate and were operatingeffectively.
6) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mrs RajuGrover Director is liable to retire by rotation and being eligible offers herself forre-appointment at the ensuing Annual General Meeting. Your Board recommends herre-appointment.
The Company has received declaration from all the Independent Directorsof the Company viz Mrs. Sona Ramchandani Mrs. Pramila Merani and Mrs. Savitri Butaniconfirming that they meet with the criteria of independence as prescribed under theCompanies Act 2013 and Listing Obligation & Disclosure Requirement (LODR).
All the directors being appointed or re-appointed have confirmed thatthey are not disqualified from being appointed as Directors in terms of section 164 of theCompanies Act 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 Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on the website of the Company.
VARIOUS COMMITTEES OF THE BOARD AND THEIR COMPOSITIONS
|A] Audit Committee ||Mrs. Sona Ramchandani || |
| ||Mrs. Raju Grover || |
| ||Mrs. Pramila Merani || |
|B] Nomination & Remuneration ||Mrs. Raju Grover || |
|Committee ||Mrs. Sona Ramchandani || |
| ||Mrs. Pramila Merani || |
|C] Share Transfer- Cum- Stakeholder ||Mrs. Sona Ramchandani || |
|Grievance Committee ||Mrs. Raju Grover || |
| ||Mrs. Pramila Merani || |
NUMBER OF MEETINGS OF THE BOARD
During the FY 2017-18 7 ( Seven ) meetings of the Board of Directorswere held.
The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual Directors pursuant to the proper performanceof the Board was evaluated by the Board after seeking inputs from all the Directors on thebasis of the criteria such as the Board composition and structure effectiveness of Boardprocesses information and functioning etc.
The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairperson was also evaluatedon the key aspects of his/her role.
In a separate meeting of independent Directors performance ofnon-independent Directors performance of the Board as a whole and performance of theChairperson was evaluated taking into account the views of Executive Directors andNon-executive Directors. The same was discussed in the Board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and Individual Directors was also discussed.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments that occurred subsequentto the end of the Financial Year till the date of this report which affects the financialposition of the Company.
CHANGE IN NATURE OF BUSINESS
There has no change in the nature of business of the Company. YourCompany continues to be one of the leading manufacturing Companies.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls withreference to Financial Statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed. The companycontinues to keep the internal control system intact and in tandem with the industry.
At the Annual General Meeting held on September 28 2017 M/s. A RSodha & Co. Chartered Accountant were appointed as the Statutory Auditor of theCompany to hold office till the conclusion of the 79th AGM of the Company to be held inthe year 2022.
Pursuant to the Notification issued by Ministry of Corporate Affairs on7th May 2018 amending section 139 of the Companies Act 2013 the mandatory requirementfor ratification of appointment of Auditors by the Members at every AGM has been omittedand hence your Company has not proposed ratification of appointment of M/s. A R Sodha& Co Chartered Accountant at the forthcoming AGM.
M/s. A.R.Sodha & Co. Chartered Accountant Mumbai as StatutoryAuditors of the Company given their report on the Financial Statements of the Company ispart of the Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
SCHEME OF ARRANGEMENT BETWEEN KAYCEE INDUSTRIES LIMITED AND RDJCONSTRUCTIONS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
The Board of Directors of the Company on 5th May 2017 approved theScheme of arrangement between the Company and RDJ Constructions Limited for demerger ofidentified undertaking (comprising of property leasing activity along with all the relatedassets (including the investment in the Resulting Company) building capital work inprogress liabilities employees rights powers etc.) under section 230 to 232 read withsection 66 and 52 of the Companies Act 2013 with the appointed date of 1st April 2017.The Scheme was approved by the Mumbai Bench of the National Company Law Tribunal videorder dated 23rd March 2018 and it became effective from 2nd June 2018 (being the date offiling with Registrar of Companies). As a result of the demerger identified undertakinghas been transferred to and vested from the Company to RDJ Constructions Limited and thefinancial statements of the Company for the year ended 31st March 2018 do not include theoperations of the demerged undertaking.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Contracts or Arrangements with related parties are done on arm'slength and in ordinary course of business which are detailed in Note 25 in Notes toAccounts of the Financial Statements for the year ended 31st March 2018. (Annexure II)
There are no contracts or arrangements entered into with relatedparties except payment of managerial remuneration to Managing Director (MDs). Furtherthe policy on Related Party Transactions duly approved by the Board of Directors of theCompany has been posted on the www.kayceeindustries.com.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars of employees required to be furnished pursuant toSection 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as (AnnexureIII) to this Report. However as per the provisions of Section 136 of the CompaniesAct 2013 the Annual Report is being sent to all members of the Company.
During the year under review none of the employees of the Company wasin receipt of remuneration aggregating Rs. 10200000/- or more per annum if employedthroughout the year or Rs. 850000/- or more per month in case employed for part of theyear. Hence there are no particulars to be annexed to this report as required undersub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
SECRETARIAL AUDIT REPORT
The Board has appointed Mr. Aashit Doshi Practicing Company Secretaryto conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Reportfor the Financial Year ended March 31 2018 is annexed herewith marked as (Annexure IV)to this Report.
The Board has appointed Mr. Aashit Doshi Practicing Company Secretaryto conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Reportfor the Financial Year ended March 31 2018 is annexed herewith marked as (Annexure IV)to this Report. The responses of your Directors on the observations made by theSecretarial Auditor are as follows:-
Response to point No.1 The unpaid/unclaimed dividend for theyear 2008-09 & 2009-10 has been transferred by the Company. Though there was somedelay in the same but it is successfully transferred as per the provisions of CompaniesAct 2013.
Response to point No. 2 We are in the process of transferringequity shares to Investor Protection Fund as per the provisions of Section 124(6) ofCompanies Act 2013 and the relevant rules.
Response to point No. 3 - The dividend declared at the Annual GeneralMeeting held on 28.09.2017 was initiated on time. However there was a delay of 4 days inthe payment of the same on the part of Bank due to some technical issue.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT 2013
The Company has not made any loans or advances or investments orprovided securities to other bodies corporate during the year.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
M/s CMS Computers Limited is a Holding Company and other group companyof CMS group covered under the definition of Associate Companies. Furthermore company isnot having any joint venture.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) 2014 is furnished in AnnexureV and is attached to this Report.
The Company is committed to good corporate governance 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 and henceCorporate Governance Report does not forms part of the Annual Report. As good CorporateGovernance the companies intimate to the Stock Exchange its non-applicability for eachquarter.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company's policy on prevention of sexual harassment of womenprovides for the protection of women employees at the workplace and for prevention andredressal of such complaints. There were no complaints pending for the redressal at thebeginning of the year and no complaints received during the Financial Year.
The Company's Equity Shares have been admitted to the depositorymechanism of the National Securities Depository Limited (NSDL) and also the CentralDepository Services Limited (CDSL). As a result the investors have an option to hold theshares of the Company in a dematerialized form in either of the two Depositories. TheCompany has been allotted ISIN No. INE813G01015.
Shareholders' therefore are requested to take full benefit of the sameand lodge their holdings with Depository Participants [DPs] with whom they have theirDemat Accounts for getting their holdings in electronic form.
The Shares of the Company are listed on the Bombay Stock Exchange (BSE)at Mumbai. The Company has paid the Listing fees for the year 2017-18 to the Bombay StockExchange (BSE).
CORPORATE RESPONSIBILITY STATEMENT (CSR)
Your Directors state that the provisions of Section 135 of theCompanies Act 2013 regarding the provisions Corporate Social Responsibility is notapplicable to the Company as the Company is not falling under the said parameters.
The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Listing Agreement includes an Ethics & Compliance TaskForce comprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the TaskForce or to the Chairperson of the Audit Committee. The Policy on vigil mechanism andwhistle blower policy may be accessed on the Company's website.
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating toMeetings of Board of Directors' and General Meeting' respectively as issuedby the Institute of Company Secretaries of India (ICSI) have been duly complied by yourCompany.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
1. No material changes and commitments affecting the financial positionof the Company occurred between the ends of the Financial Year to which these financialstatements relate on the date of this report.
2. The Company does not have any Risk Management Policy as the elementof risk threatening the Company's existence is very minimal.
3. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
4. Your Directors further state that during the year under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34(2)(e)of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 is presented in separate section forming partof the Annual Report.(Annexure VI)
Your Directors take this opportunity to thank all stakeholders andemployees of the Company for their hard work dedication and commitment and appreciate theco-operation received from the Bankers Clients Customers Vendors and other Governmentauthorities during the year under review.
For and on behalf of the Board
|Sd/- || |
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|AARTI GROVER || |
|Managing Director || |
|DIN : 02625342 || |
DIN : 01584366
Dated: 13th August 2018