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Kaycee Industries Directors Report, Kaycee Ind Reports by Directors
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Kaycee Industries

BSE: 504084|ISIN: INE813G01015|SECTOR: Electric Equipment
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VOLUME 3
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Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The Directors have pleasure in presenting the 72nd Annual Report and
 Financial Statements for the Financial Year ended 31st March, 2015.
 
 WORKING RESULTS:
 
 The Company''s financial performance, for the year ended March 31,2015
 is summarized below:- Financial Performance:
 
 Particulars                        2014-2015(Rs.)      2013-2014(Rs.)
 
 Sales & Other Income                227529425          255824426
 
 Profit before Depreciation          (8964720)            9868880
 
 Less depreciation & Amortization     3012787             3692450
 
 Profit/(Loss) Before Taxation      (11977507)            6176429
 
 Less : Taxation                     (579993)             1858121
 
 Profit/(Loss) after Taxation       (11397514)            4318309
 
 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 of Associate 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
Source : Dion Global Solutions Limited
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