DIRECTORS' REPORT The Members Kaycee Industries Limited Your Directors have pleasure in presenting the 72nd Annual Report and Financial Statements for the Financial Year ended 31st March, 2015. DIVIDEND: The Directors recommend payment of Dividend of Rs. 5/- Per equity share of Rs. 100 each, amounting to Rs. 3,17,350/- and Dividend distribution tax of Rs. 51,482/- there on equity shares, for the year ended March 31, 2015. PERFORMANCE REVIEW: During the year under review, total income of the Company was Rs. 227529425 as against Rs. 255824426 in previous year ended 31st March, 2014. Net loss incurred Rs. 11397514 as against Net Profit of Rs. 4318309 in the preceding year. Your company suffering from loss due to low order received from clients and adverse market conditions. Your Directors are putting in their best efforts to improve the performance of the Company. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report FUTURE OUTLOOK In the current year, the business of the Company is likely to improve due to better market condition, technological advancements/improvement in the economy particularly in the Manufacturing Sector. Moreover, the company may be diversifying into other related business areas where business potential is much more. RESERVES No amount has been transferred in reserves during the current financial year. DEPOSITS The company has not accepted any deposits from the public during the year under report. HUMAN RESOURCES 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 its employees. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND The unclaimed dividend amount aggregating to Rs. 14,520/- for the financial year on 31st March, 2007 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended March 31, 2014, pursuant to Section 205C of the Companies Act, 1956. DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure - I. EMPLOYEES The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company. In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees and the Disclosure pertaining to remuneration and other details are set out in the Annexure - II to the Directors' Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to the shareholders without this Annexure. Shareholders interested in obtaining a copy of the Annexure may write to the Company Secretary at the Company's Registered Office. CORPORATE GOVERNANCE: In line with requirement of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance is given in Annexure -III along with certificate from M/s. N.D. Kapur & Co., Chartered Accountants confirming compliance with the requirement of Corporate Governance. 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 have been followed by the Company; 2) Such accounting policies have been selected and consistently applied and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2015 and of the loss of the Company for the year ended on that date; 3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud 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 been laid down and that such internal financial controls are adequate and were operating effectively. 6) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively DIRECTORS AND KEY MANAGERIAL PERSONNEL: To comply with the composition of the Board of Directors requirement as per section 149 and section 152 of the Companies Act, 2013 and the rules made there under and the applicable provisions of the Listing Agreement, Mrs. Pramila Merani , has been appointed as an Additional Director (Independent) and Mrs. Savitri Butani, has been appointed as an Additional Director (Independent), also complying the requirement of woman director on the Board. Both Mrs. Pramila Merani and Mrs. Savitri Butani shall hold office up to the date of ensuing Annual General Meeting. In terms of the said provisions, the Company has received requisite notice in writing from a member proposing appointment of Mrs. Pramila Merani as an Independent Director for five (5) consecutive years effective from 30th September, 2014 to 29th September, 2019. The Company has also received requisite notice in writing from a member proposing appointment of Mrs. Savitri Butani as an Independent Director for Five (5) consecutive years effective from 30th September, 2014 to 29th September, 2019. As per the applicable provisions of the Companies Act, 2013, Ms. Aarti Grover, Managing Director, retires by rotation, and being eligible offers herself for reappointment. The Company has received declaration from all the Independent Directors of the Company, viz Mrs. Pramila Merani and Mrs. Savitri Butani confirming that they meet with the criteria of independence as prescribed under the Companies Act, 2013 and clause 49 of the listing agreement. All the directors being appointed or re-appointed, have confirmed that they are not disqualified from being appointed as Directors in terms of section 164 of the Companies Act, 2013. During the year, there is a change in Key Managerial Personnel of the Company, viz. Mr. Deepak Potdar, has been appointed as Chief Financial Officer and Ms. Kamaleshwari Bind as Company Secretary & Compliance Officer. AUDITORS The present Auditors of the Company M/s. N.D .Kapur & Co., are retiring at the forthcoming Annual General Meeting of the Company and are eligible for reappointment. The Company has received the requisite certificate from them pursuant to Section 139 and 141 of the Companies Act, 2013 and rules framed there under, confirming their eligibility for re-appointment as Auditors of the Company. SECRETARIAL AUDIT REPORT The Board of Directors of the Company has appointed Mr. Aashit Doshi, Practising Company Secretary, Mumbai, to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and their report, viz. Secretarial Audit Report in Form MR-3 is appended to this Report as Annexure IV. Cheque was received with the notice proposing for directorship by the member, but it was not deposited in the Bank. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis Report is given in Annexure -V. NUMBER OF MEETINGS OF THE BOARD The Company has complied with the provisions for holding Board Meetings and the gap between any two meetings did not exceed 120 days. During the financial year under review 12 (Twelve) Board Meetings were held during the year. The dates on which the meetings were held are 17.04.2014, 12.05.2014, 30.05.2014, 16.06.2014, 14.08.2014, 23.09.2014, 30.09.2014, 01.11.2014, 14.11.2014, 24.12.2014, 23.01.2015, 14.02.2015. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and remuneration of Key Managerial Personnel and other employees of the Company pursuant to sub-section (3) of section 178 is adopted. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 There are no loans, guarantees or investments falling under section 186 of the Companies Act, 2013. However, there were no investments during the financial year. Other details are mentioned in the Notes to the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) There are no contracts or arrangements entered into with related parties, except payment of managerial remuneration to Managing Director (MDs). Further, the policy on Related Party Transactions duly approved by the Board of Directors of the Company has been posted on the www.kayceeindustries.com MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The internal control systems are commensurate with the nature, size and complexity of the business of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors. CORPORATE SOCIAL RESPONSIBILITY The Company does not have a networth of ' 500 crore or turnover of ' 1000 crore or net profit of ' 5 crore and accordingly the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. 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 the definition ofAssociate Companies. Furthermore, company is not having any joint venture . EXTRACT OF ANNUAL RETURN Extract of Annual Return in Form MGT-9 as on 31.03.2015 is appended to this Report as Annexure VI WHISTLE BLOWER POLICY The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors of the Company, pursuant to Section 177 of the Companies Act, 2013 and the rules made there under and Clause 49 of the Listing Agreement, to report genuine concerns of Directors and Employees. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review, no complaints were reported to the Board. APPRECIATION AND ACKNOWLEDGEMENT: Your Directors wish to convey their thanks to all the Company's valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and patronage to the Company. The Board also expresses its appreciation towards the contribution made by all the Employees of the Company. By Order of the Board of Kaycee Industries Limited Sd/- Raju Grover Chairperson DIN No: 01584366 Place: Mumbai Date: 13th August 2015 |