kaycee industries ltd Directors report

<dhhead>DIRECTORS REPORT</dhhead>

To,

The Members,

Kaycee Industries Limited, Mumbai.

Your Directors have great pleasure in presenting the 80th Annual Report and Financial Statements of the company for the Financial Year ended 31st March, 2023. In line with the requirements of Section 134 of the Companies Act, 2013 (‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Regulations’), the following information is furnished covering the financial Performance and other significant developments during the Financial Year starting from April 1, 2022 and ending on March 31, 2023.

1) Financial Highlights

Particulars	2022-23	2021-22
Revenue from Operations	4177.56	2940.86
Other Income	56.62	44.02
Total Revenue	4234.18	2984.88
Total Expenses	3756.64	2734.76
Profit/(Loss) before exceptional	477.54	250.12
and extraordinary items and tax
Exceptional Items	(1.51)	c)
Extraordinary ltems
Net Profit Before Tax	479.05	250.12
Provision for Tax
- Current Tax	122.21	53.13
- Deferred Tax (Liability)/Assets	7.40	10.38
Net Profit After Tax	349.44	186.61
Other Comprehensive Income (After Tax)	2.55	4.93
Total Comprehensive income	351.99	191.54
Paid up Equity Share Capital (Face Value Rs. 100/- per Share)	63.47	63.47
Other Equity	1,914.12	1593.87
Earnings per share ( Basic & Diluted)	550.56	294.01

 

2) Financial Performance

. The Company has achieved a turnover of Rs.41.77 Crores for the FY ended 31st March 2023 and there was a rise of Rs.12.36 crores when comparing with FY 2021-22.

. The Company has achieved highest turnover and highest profits in a decade.

. The companys Earnings per share (EPS) registered a significant growth from Rs. 294/ share (FY’21-22) to Rs. 551/share during financial year FY 2022-23.

. Borrowings was Nil as of 31st of March 2023

3) Dividend

The Board considered a fair compensation to the shareholders, by way of dividend and considering the present economic situation it has recommended payment of Dividend of Rs. 60/- (i.e 60%) Per equity share of Rs.100 each on the total outstanding 63,470 equity shares the Dividend outflow will amount to Rs. 38,08,000/- and will be out of the available surplus of the Company for the financial year 2022-23. The Dividend, if approved by the Members at their 80th Annual General Meeting, shall be paid to all Members whose name appear in the Register of Members on record date fixed July 28, 2023 and 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 any buy back arrangements.

5) Corporate Governance

The Company has been practicing good corporate governance and measures in line with the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. However, since the Net worth and paid up capital of the Company is below Rs. 25 Crores and Rs 10 Crores respectively, the Regulation 27 and Para C, D and E of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 are not applicable to the Company a good Corporate Governance practice. However the Company has voluntarily adopted compliance to Corporate Governance Report from October 1, 2020. The Corporate Governance report 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, 2023, the Company had adequate cash and cash equivalents in its books, to take 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 to be one of the leading manufacturers of Rotatory Switches and other electrical products for valuable customers.

9) 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. There has no change in the nature of business of the Company . Your Company continues to be one of the leading manufacturing Companies of Rotary Switches.

10) Details of the significant and Material Orders passed by the Regulators or Courts or 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 year under review impacting the on-going concern status and Company’s operations in future. 11) Details in respect of adequacy of internal financial controls with reference to the financial statements. The Company has put in place adequate internal financial controls over financial reporting. These are reviewed periodically not only by your board but examined by the auditors. 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 deposits within the meaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no deposits due as at March 31, 2023. 14) Statutory Auditors At the Annual General Meeting held on August 04, 2021, M/s. R Subramanian and Company LLP, Chartered Accountant(FRN.: 004137S/S200041), were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 83rd AGM of the Company to be held in the year 2026. Pursuant to the Notification issued by Ministry of Corporate Affairs on 71 May, 2018, amending section 139 of the Companies Act 2013, the mandatory requirement for ratification of the appointment of Auditor by the members at every AGM has been omitted. The report of the Statutory Auditors onthe Companys financial statement is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditor in the Report. 15) Cost Audit Though there is no requirement of compliance of maintenance of the cost records within the ambit of Provisions of Section 148(1) of the Companies Act 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules 2014, your Company has been maintaining requisite 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 any increase/ decrease of the fair value of the investments and accordingly being dealt with in the financial statements of the Company. During the reporting period, there was no significant 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 the Boards 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 the Institute of Company Secretaries of India. 19) 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 2. 20) Corporate Responsibility Statement (CSR) Your Directors state that the provisions of Section 135 of the Companies Act, 2013 regarding the Corporate Social Responsibility are not applicable to the Company. 21) Changes in the Directorate a) Board of Directors As at March 31, 2023 the Board had 7 Directors with, four Non - Executive and Non Independent Directors Mr. R Doraiswamy, Mr. D Rajesh Kumar, Mrs. A Manimegalai, and Mr.Jitendra Kantilal Vakharia and Three Independent Directors - Mr. N Rangachary, Mr. Balasubramanian Jayaraman and Mrs. Priya Bhansali. On the recommendations of its Nomination & Remuneration Committee, the Board of Directors has given its approval for re-appointment of Mr.Jitendra Kantilal Vakharia as Non - Executive and Non Independent Directors for a period of 5 years and your consent to the proposals is bring sought at this meeting. The board has recommended this proposal to you. b) Committees of the Board The Company has the following committees to discharge the functions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and those committees have been re-constituted consequent to the changes in the composition of the Board.

Committee Name	Composition
A] Audit Committee	Mr. Balasubramanian Jayaraman Chairman;
	Mr. N Rangachary,
	Mr. D Rajesh Kumar
	Mrs. Priya Bhansali
B] Nomination &	Mr. Balasubramanian Jayaraman Chairman;
Remuneration Committee	Mr. N Rangachary
	Mr. R Doraiswamy
	Mrs. Priya Bhansali
C] :Share Transfer- Cum-	Mr. N Rangachary Chairman;
Stakeholder Grievance	Mr. Jitendra Vakharia
Committee	Mr. R Doraiswamy

 

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

c) KEY MANAGERIAL PERSONNEL

Mr. Mohit Premchand Dubey has been appointed as a Company Secretary of the Company wef 27" 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, 2022 to March 31, 2023 and details of the meetings are as under

1) 12/05/2022 2) 02/08/2022 3) 05/11/2022 4) 04/02/2023

b) There were four Audit Committees Meetings held during the Period from April 01, 2022 to March 31, 2023 and details of the meetings are as under

1) 12/05/2022 2) 02/08/2022 3) 05/11/2022 4) 04/02/2023 c) The Nomination and Remuneration Committee met once in the year on

1) 12/05/2022

d) There was one Meeting of the Stakeholder Relationship Committee held during the Period from April 01, 2022 to March 31, 2023.

1) 23/03/2023

23) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to Sec.149 of the Companies Act 2013 read along with SEBI circular dt.17.04.2014 and the performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and 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 and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Directorto the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairperson was also evaluated on the key aspects 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 the protection of women employees at the workplace and for prevention and redressal of such complaints.

An Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding the Sexual Harassment. All the employees (Permanent, Contractual and Temporary Trainees) are covered under the policy. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the 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 application. 26) Listing 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 2022-23 to the Bombay Stock Exchange (BSE). 27) Depository Services The Company’s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form with any of the two Depositories. The Company has been allotted ISIN No. INE813G01015.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form. 28) Vigil Mechanism The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR), includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairperson of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website. 29) Directors Responsibility Statement In terms of Section 134(5) of the Companies Act, 2013, your Directors make the following statements:

that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

that such accounting policies have been selected and applied consistently and judgments and estimates have been 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 March 31, 20283 and of the profit and loss of the company for that period;

that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 COVID 19 pandemic in the preparation of the financial statements including the ability of the Company to continue as going concern. Moreover, the impact assessment of COVID 19 is a continuing process given the uncertainties associated with its nature and duration. The Company will continue to monitor any material changes that might affect the economic in the 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 in place 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 and in the ordinary course of business. There are detailed in note 28 to Accounts of the Financial Statements for the year ended 31st March, 2023. Refer annexure 3 in Form AoC-2 showing the details of the Related Party Transactions during the year in pursuance of Clause (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 Securities provided under section 186 of the companies act, 2013

The Company has not given any loans or advances or investments or provided securities to 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) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure 4 to this Report.

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 1,20,00,000/- or more per annum, if employed throughout the year, or Rs. 8,50,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 33) Secretarial Audit Report The Board appointed Mr. Aashit Doshi, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed hereto marked as annexure 5 to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. 34) Transfer of Unclaimed Dividend to Investor Education and Protection Fund Pursuant to the applicable provisions of the Companies Act, 2018, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividends of Rs. 25,085/-. Further, 150 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are provided in the Shareholder Information section of corporate governance report and are also available on our website, at www. kayceeindustries.com.

35) Managemens Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management’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 continued to remain cordial and peaceful.

37) Cautionary Statement

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, 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 its most critical assets. Learning, training and development have been strengthened to bring value addition in employees and to enhance team building and core competencies. The Company focuses on providing the employees friendly environment and culture and career growth opportunities. The Company also enhances the skills of the employees by periodical training.

39) Acknowledgement

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

		For and on behalf of	the Board
		Priya Bhansali	Rajeshkumar
Date:	May 09, 2023	Director	Director
Place :	Mumbai	(DIN: 00195848)	(DIN: 00003126)