Kaycee Industries Ltd Directors Report.

To,

The Members,

Kaycee Industries Limited, Mumbai.

Your Directors have great pleasure in presenting the 78th Annual Report and Financial Statements of the company for the Financial Year ended 31st March, 2021.

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, 2020 and ending on March 31, 2021.

1) Financial Highlights

2020-21 2019-20
Particulars In Rs. In Rs.
Revenue from Operations 22,71,61,567 23,42,68,142
Other Income 34,95,170 17,64,588
Total Revenue 23,06,56,737 23,60,32,730
Total Expenses 21,96,76,782 21,49,91,769
Profit/(Loss) before exceptional and 1,09,79,955 2,10,40,961
extraordinary items and tax
Exceptional Items (15,08,608) 19,46,033
Extraordinary Items - -
Net Profit Before Tax 1,24,88,563 1,90,94,928
Provision for Tax
- Current Tax 29,33,507 39,95,303
- Deferred Tax (Liability)/Assets 10,74,445 12,99,322
Net Profit After Tax 84,80,611 1,38,00,303
Other Comprehensive Income (After Tax) (83,348) (8,12,947)
Total Comprehensive income 83,97,263 1,29,87,355
Paid up Equity Share Capital (Face Value Rs. 100/- per Share) 63,47,000 63,47,000
Other Equity 14,21,37,332 13,56,44,170
Earnings per share ( Basic & Diluted) 133.62 217.43

2) Financial Performance

As compare to last year, during the year under review, i) Despite our best efforts on planning, the revenue of the Company has de-grown by a mere 3.03% due to the impact caused by the Covid 19 led lockdown restrictions during the first Quarter. Despite the Covid restrictions, the CAM and Rotary switches business has done extremely well among the organized players. ii) The Operating profit has decreased due to huge surge in the cost of raw materials after the Second Quarter. The Purchase cost was not stable even after 3rd and 4thquarters of the Financial Year. This resulted reduction in the EBIDTA and it has reduced from 11% to 6.93%. iii) During the year under review 75% of the revenue was contributed by the following three products; a. CAM Switches- 34% b. Rotary Switches – 30% c. Micro Switches -11% iv) The Total Net worth of the Company increased from Rs.14,19,91,170/- to Rs.14,84,84,332/-with the corresponding increase in book value per share from Rs. 2237.14/- to 2339.44/- by 4.57%. v) The earning per share wentup from Rs.212.99 to Rs.223.29 during the year a growth of 5%.

The above financial performance of your Company established the fact that the fundamentals of the Company were stable and by the application of modern and improved managements techniques by the present management, it is hoped that would add robust strength to the company in the coming years.

3) Dividend

In order to maintain the consistency in rewarding the shareholders by means of Dividend payouts, the Directors recommended payment of Dividend of Rs. 30/- (i.e 30%) Per equity share of Rs.100 each on the total outstanding 63,470 equity shares with the Dividend outflow amounting to Rs.19,04,100/- out of the available surplus of the Company for the financial year 2020-21. The Dividend, if declared by the Members at their 78th Annual General Meeting, shall be paid to all Members whose name appearing in the Register of Members on record date fixed as July 30,2021 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 adopted 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 but as good Corporate Governance practice 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 annexure-7.

6) Reserves

No amount was transferred to reserves during the current Financial Year.

7) Liquidity

As at March, 2021, the Company had adequate cash and cash equivalents in its books, taking 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.

The COVID-19 pandemic severely impacted economies all over the world with India being no exception. The business activities were temporarily suspended and movement of goods and people were greatly constrained during 1st Quarter of FY 20-21. Your Company also suspended all the operations at offices, plants and dealerships in India from March 23, 2020 to May 5, 2020. During the lockdown period, production and sales were impacted due to supply chain constraints and suspension of business activities across the globe. In order to support all the stakeholders including customers, workforce, dealers and vendors during the uncertain situation, your Company has taken appropriate actions. Subsequent to the Governments directives with regard to resumption of business activities, your Company resumed its operations on May 6, 2020 partially with a limited Staff. Your Company performed a detailed assessment of its liquidity position and the recoverability of the assets as on the balance sheet date and concluded that based on the indicators of future economic conditions, the carrying value of the assets will be recovered. Your Company believes that it had fully considered the possible impact of all the known events arising from COVID-19 pandemic in its assessment. However, the impact assessment of COVID-19 is a continuing process. Your Directors will continue to monitor any material changes to future economic conditions.

10) Details of the significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the On-going Concern status and Companys Operations in future

No such material orders were made by any Regulators or Courts or Tribunals during the year under review impacting the on-going concern status and Companys 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 and made part of work instructions or processes in the Company. The Company continuously tries to automate these controls to increase its 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 done as at March 31, 2021.

14) Statutory Auditors

At the Annual General Meeting held on September 28, 2017, M/s. A R Sodha & Co., Chartered Accountant, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 79th AGM of the Company to be held in the year 2022. However M/s. A R Sodha & Co, have expressed willingness to step aside from the position of Statutory Auditors with effect from May 24, 2021, this resulting in a casual vacancy in the office of Statutory Auditors of the company (as envisaged by section 139(8) of the Companies Act, 2013 ("Act")). The casual vacancy caused by the resignation of auditors can only be filled up by the Company in general meeting. Board proposes that M/s. R Subramanian and Company LLP, Chartered Accountants (FRN.: 004137S/S200041), an audit Firm headquartered at Chennai, be appointed as the Statutory Auditors of the Company to fill the above casual vacancy. M/s. R Subramanian and Company LLP have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The report on the Companys financial position by M/s. A.R.Sodha & Co., Chartered Accountant, Mumbai as the Statutory Auditors is part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their 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 the Investments.

17) Extract of the Annual Return

The extract of the annual return in Form No. MGT – 9 forms part of the Boards report 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

Consequent on your company becoming the subsidiary of Salzer Electronics Ltd., the under mentioned changes have taken place: a) Board of Directors

As at March 31, 2021 the Board had 8 Directors with One executive Director – Mr. Chandra Prakash Jain, three Non-Executive and Non Independent Directors – Mr. R Doraiswamy, Mr. D Rajesh Kumar and Mrs. A Manimegalai and Four Independent Directors - Mr. N Rangachary, Mr. Balasubramanian Jayaraman, Mr.Jitendra Kantilal Vakharia and Mr. Dileep Gupte Mr. Chandra Prakash Jain, the whole time Director has resigned with effect from May 12, 2021.

On the recommendations of Nomination & Remuneration Committee, the Board of Directors has given their approvals for re-appointment of Mr. J. Balasubramaniam as an Independent Director for a period of 5 years and for re-designation of Mr. Jitendra Vakharia as Non-Executive & Non-Independent Director and now seeking your consent on both the proposals. The board has recommended these proposals to you.

b) Sub-Committees of the Company

The Company has the following committees to discharge their 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. Dileep Gupte
Mr. Jitendra Vakharia
Mr. Chandra Prakash Jain**
Mr. D Rajesh Kumar
B] Nomination & Mr. Jitendra Vakharia– Chairman;
Remuneration Committee Mr. N Rangachary
Mr. Dileep Gupte
Mr. R Doraiswamy
C] Share Transfer- Cum- Mr. N Rangachary– Chairman;
Stakeholder Grievance Mr. Dileep Gupte &
Committee Mr. Jitendra Vakharia

**Resigned w.e.f. May 12, 2021

The details of programmes 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 put up on the website of the Company. c) KMP

Mr. Harshal Patil has been appointed as a Company Secretary of the Company w.e.f. 5th August, 2020.

22) Number of Meetings of the Board and its Committee a) There were Four Board Meetings held during the Period from April 01, 2020 to March 31, 2021 and details of the meetings are as under 1) 09/06/2020 2)07/08/2020 3)28/10/2020 4) 28/01/2021 b) There were four Audit Committees Meetings held during the Period from April 01, 2020 to March 31, 2021 and details of the meetings are as under 1) 09/06/2020 2)07/08/2020 3) 28/10/2020 4) ) 28/01/2021 c) There was one Meeting of the Nomination and Remuneration Committee held during the Period from April 01, 2020 to March 31, 2021 as on June 09, 2020.

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 Director to 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 Companys 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 applications.

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 2020-21 to the Bombay Stock Exchange (BSE).

27) Depository Services

The Companys 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 in either 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 Companys 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, 2021, 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, 2021 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 that it has taken into account all 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. However, 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 to future economic conditions.

that internal financial controls are being followed by the company and that such internal financial controls are adequate and were operating effectively.

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 done at on arms length and in ordinary course of business which are detailed in note 29 to Accounts of the Financial Statements for the year ended 31st March, 2021. 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 made 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, is annexed herewith 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 2020-21. The Secretarial Audit Report for the Financial Year ended March 31, 2021 is annexed herewith marked as annexure 5 to this Report.There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in his Report.

34) Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, 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. 41,160/-. Further, 1939 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.in.

35) Managements 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 Managements 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 Companys 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 Companys 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 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.

Date : May 12, 2021

For and on behalf of the Board

Jitendra Vakharia Rajeshkumar
Director Director
(DIN: 00047777) (DIN: 00003126)