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Kaiser Corporation Ltd.

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Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2008 2006

Director’s Report

To

The Members

Kaiser Corporation Limited

Mumbai.

Your Directors are pleased to present the Twenty Third Annual Report of your Company with the Audited Accounts for the year ended March 31, 2016.

FINANCIAL RESULTS

FINANCIAL PERFORMANCE AND FUTURE PROSPECTS:

A mo u nt in Rs.

March 31st 2016

March 31st 2015

Sales Income

247,065,646

214,725,730

Other Income

3,190,485

2,581,667

Total Income

250,256,131

217,307,397

Expenditure

2,32,531,369

2,02,323,160

Finance Cost

4,646,847

5,275,994

Depreciation / Amortization

4,067,352

4,624,357

Profit/Loss before taxes

90,10,563

5,083,886

Extra-ordinary items

-

-

Income tax Current

(2,055,622)

(1,197,000)

Mat credit entitlement

10,622

61,711

Income tax Deferred

305,486

(390,316)

Prior period tax adjustment

30,393

(87,948)

Profit/(Loss) after tax (before share of profit/(loss)

73,01,142

3,470,333

from associates and minority interest)

Share of profit/ (loss) from associates

8,162

28,039

Share of minority interest

(3,485,975)

(1,528,486)

Adjustment on account of further investment in subsidiary company

-

-

Share of loss of cessation of subsidiary company

-

-

Profit/ (Loss) for the year

38,23,329

1,969,886

Your Company posted a total income of Rs. 250,256,131/- compared to the income of Rs. 217, 307,397/- for the previous year and the net profit o Rs. 9,010,563/- compared to the net profit of Rs. 5, 083,886 - for the previous year. The Turnover of the company has increased marginally as compared to the previous year; however the net profit for the year i:;reused substantially compared to the net profit to the previous year. Your Directors are sure that the company will be able to show further better results in the current year.

Your company is presently in the business of Compounding for Heat shrinkable accessories, jointing kits, Trunkey project management, engineering services and printing of labels, packaging materials, Magazines and articles of stationery, but the printing business is not presently lucrative.

Your Directors are aggressively looking towards other business activities by entering into various joint ventures and other business activities which will provide a good platform to your Company to expand globally.

Your Directors are now focusing on increasing the production Your Company plans to enter niche areas where there are good sales potentials with relatively low competition and fully exploit its capabilities to produce the latest generics.

DIVIDEND:

Your directors do not recommend any dividend for the year ended March 31 2016.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars required to be stated as per the provisions of Section 134(3) (m) of The Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to your Company.

FOREIGN EXCHANGE EARNINS AND OUTGO:

Foreign Exchange Earnings: Export of Goods - Rs. 362.01 Foreign Exchange Outgo: - Rs. 234.07

DEPOSITORY SYSTEM:

Details of the Depository System are given in the section ''Additional Information'' which forms a part of the Corporate Governance Report and is attached with the Annual Accounts.

DIRECTORS:

As per the provisions of section 152 of the Companies Act 2013 Mr. Bhushanlal Arora retires by rotation and being eligible for appointment offers herself for re-appointment.

The Company has received the necessary declaration from each Independent Director in accordance with section 149(7) of the Companies Act 2013, that he/she meets the criteria of Independence as laid down in sub-section 6 of Section 149 of The Companies Act 2013, and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Jehangir R Patel the Managing Director of the company resigned from the Board with effect from 1st July 2015. The Board of Directors placed on record the warm and sincere appreciation of active services, wise counsel and guidance rendered by Mr. Jehangir R Patel to the company over the long period of his tenure as the Chairman and Managing Director of the company.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure effectiveness of Board process, participation in the long-term strategic planning, information, functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

TRAINING AND HUMAN RESOURCE MANAGEMENT:

Morale of our professionals continued to be high. The Company continues to put concerted efforts in recruiting quality people. Development and training programs are undertaken were key focus is being given to areas being employee development, growth and satisfaction along with employee relations during the year. The relationship between management and employees continues to be one of mutual respect, appreciation and cordial.

AUDITORS:

The Auditors M/s. Suresh Surana & Associates LLP Mumbai Chartered Accountants (ICAI Registration No: 121750W/W-100010) hold the office until from the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment as the Auditors of the company. Members are requested to consider their re-appointment and to fix their remuneration for the year ended 31st March 2017.

The Company has received a confirmation from M/S. Suresh Surana & Associates LLP to the effect that their appointment, if made, will comply with the eligibility criteria in terms of Section 141 (3) of The Companies Act, 2013.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, Mr. G S Jambekar, Practicing Company Secretary, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is annexed as Annexure I to this Report. The report is self-explanatory and does not call for any further comments.

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the regulators or the courts or tribunals that may have an impact on the going concern status and Company''s operations in foreseeable future.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is annexed as Annexure II to this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors and External consultant(s) and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a “going concern basis”;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year the company has not given any new loans and any investments and has not provided any Guarantees except those which are already mentioned in the audited accounts of the company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

The company had two subsidiaries as on 31 March 2016.

The consolidated financial statements of the company and all its subsidiaries is prepared in accordance with the accounting standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the consolidated financial statements of the company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the company consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the company.

The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the company, as also at the registered offices of the respective subsidiary companies and will be available to Investors seeking information at any time.

BOARD MEETINGS AND COMMITTEE MEETINGS:

1. Five (5) Board meetings were held during the year. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

2. Four (4) Audit Committee meetings and one (1) Remuneration Committee meeting were held during the year. The details of the Audit Committee and the details of the Remuneration Committees meetings and the attendance of the Directors are provided in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Agreement. The details of the transactions with related parties are provided in the accompanying financial statements.

There were no materially significant related party transactions made by the Company during the year that would have required members approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), 2015. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 the Management Discussion and Analysis and the Corporate Governance Report, as required under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is presented in a separate section forming part of the Annual Report.

ACKNOWLEDGMENTS:

The Company would like to acknowledge all its stakeholders, Bank of India, SBI and HDFC Bank and its customers, key partners for their support and all its employees for their dedication and hard work.

The Directors appreciate the continued guidance received from various Regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Income Tax and Sales Tax Authorities.

On Behalf of the Board of Directors

Bhushanlal Arora

Chairman

Place: Mumbai

Date: 30/05/2016

Director’s Report