1. The Directors` have pleasure in presenting the 69th Annual Report and
Audited Statement of Accounts for the year ended 31st March 2012.
|2. Financial Results:
||(Rupees in Lakhs)
|Profit Before Taxation
|Provision for taxation
|Profit after Tax
|Retained profit Brought forward
|Transferred to General reserve
|Proposed Dividend & Dividend Tax
|Balance Retained In profit and loss account
Considering the overall performance of the company your Directors are pleased to
recommend equity dividend @ 10% (Rs. 10/- Per Share) for the year subject to approval of
members in the ensuing Annual General Meeting.
4. Performance of the Company:
Due to the sluggish market conditions of the company, the turnover and profit was
marginally lowered in this year. The company would gear up in the coming years and expects
a good demand in the year 2012-13.
Turnover decreased by 6.38% i.e. from Rs.2687.73 Lacs to Rs.2516.27 Lacs. The company
has shown a Net profit after tax Rs.96.25 lacs and in the previous year it was Rs. 100.86
5. Pakistan Unit:
Pakistan Unit continues to be under the control and management of Pakistan Government.
Since 30th June, 1964 no further statement of accounts have been received from the unit.
The Company has not accepted any Deposits. Further no amount as deposit or interest was
outstanding as of the balance sheet date.
7. Board of Directors:
Mrs. Raju Grover, retires by rotation at this Annual General Meeting in accordance with
the Companies Act, 1956 and Articles of association of the company. She being eligible,
offer herself for reappointment.
Mrs. Sona Ramchandani, was appointed as an Additional Director of the Company on
20.03.2012 under Section 260 of the Companies Act, 1956. She holds her office till the
conclusion of the forthcoming Annual General Meeting and is eligible for appointment as
Ms. Aarti Grover, was appointed as an Additional Director of Company on 29.09.2011
under section 260 of the Companies Act, 1956 be and is hereby appointed as Director of the
During the year the Company at its Board Meeting held on 14th August, 2012,
re-designated Ms Aarti Grover as Managing Director of the Company on remuneration payable
to her in terms of resolution passed by the shareholders by postal ballot on 23.02.2011.
During the year Mr Aalok Ghosh, who was Director of the Company resigned from the
Directorship and company places on record its appreciation of the services rendered by him
during his tenure as Director of the Company.
8. Appointment of Cost Auditor:
Pursuant to the notification No.F.No.52/26/CAB-2010 dated 24th January, 2012
of Ministry of Corporate Affairs, every company listed on the Exchanges has to
compulsorily appoint Cost Auditor for the year 2012-13. The notification also indicates
that the Company has to file Compliance Certificate for the year 2011-12 within 180 days
from the date of financial year ended March, 2012. Accordingly, company has approached by
M/s. Vinayak Kulkarni & Associates, Cost Auditor, Mumbai for this assignment. The
company appointed M/s. Vinayak Kulkarni & Associates, Cost Auditor for the year
9. Directors` Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with
respect to Directors` Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financial year ended 31sl
March, 2012 the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any.
(ii) That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of the company at the end of the financial year and
of the profit for the year under review;
(iii) that the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of the companies Act, 1956
for safeguarding the assets of the company and for preventing and detecting fraud and
(iv) That the directors had prepared the accounts for the financial year ended 31s(
March, 2012 on a ` going concern ` basis.
10. Secretarial Compliance Certificate:
As required under the provision of section 383Aof the Companies Act, 1956, the
secretarial compliance certificate is attached as per annexure-I
11. Auditor`s report:
Auditors have referred to para (7) & (9) as appearing in the Auditors report and in
the opinion of the director these notes are self explanatory and require no further
M/s. N.D.Kapur & Co, Chartered Accountants, auditors of the company, hold office
until the Conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment and have confirm that if appointed, their appointment will be with in the
limits prescribed under section 224(1 B) of the Companies Act, 1956. Members are requested
to appoint the Auditors of the company for the current year and fix their remuneration.
13. Particulars of Employees:
As none of the employees are in receipt of remuneration in aggregate of Rs. 60 lacs
p.a. or more during the year and hence the particulars required under Section 217(2-A) of
the Companies Act, 1956 is not furnished.
The company continues to lay emphasis on Human Resource Development, to make its
employees attain high standards in efficiency and productivity. A number of training
programs have been conducted for constantly upgrading their knowledge to ensure
significant improvements in their performance and to equip them to deal with the ever
changing comparative environment.
14. Environment safety and energy conservation:
As required by the companies (Disclosure of the Particulars in the Report of Board of
Directors) Rules 1988 the relevant data pertaining to conservation of energy and
technology absorption are given in the prescribed format as an Annexure-l I to this
Your Directors wish to place on record their sincere thanks to the Bankers and the
Government Agencies for their support and look forward to their continued support in the
future. Your Director also wishes to thank their business constituents for their continued
co-operation given by them to the Company.
Your Directors express their deep appreciation for the devoted contribution made by
employees at all levels. Who through competence, hard work, solidarity, co-operation and
support have contributed their best efforts for continued progress of the Company.
Employees relation continued to remain happy and cordial during the year.
And finally, the Directors acknowledge their gratitude the confidence which the share
holders reposed in them.
||For and On behalf of the Board of Directors
|DATED: 29th August, 2012
C-1, First Floor, Everest Building, Opp. BMC School, Dattapada Road, Borivali (E),
Mumbai -400 066
Telefax:+91 22 28706523; Mobile: 93243 10151; E-mail:email@example.com
SECRETARIAL COMPLIANCE CERTIFICATE
CIN of the Company: L70102MH1942PLC006482
Authorised Share Capital: Rs. 97,50,000/-
Paid-up Share Capital: Rs. 50,97,000/-
Kaycee Industries Limited
Kamani Chambers, 32, Nicol Road,
Ballard Estate, Mumbai - 400 001
We have examined the registers, books and papers of M/s. Kaycee Industries Limited (the
Company) as required to be maintained under The Companies Act, 1956, (the Act) and the
rules made there under and also the provisions contained in the Memorandum & Articles
of Association of the Company for the financial year ended 31st March, 2012.
In our opinion and to the best of our information and according to the examinations
carried out by us and explanations furnished to us by the Company, its officers and
agents, we certify that in respect of the aforesaid financial year: -
1. the Company has kept and maintained all registers as stated in Annexure `A` to
this certificate, as per the provisions and rules made there under and all entries therein
have been duly recorded.
2. the Company has duly filed the forms and returns as stated in Annexure `B` to
this certificate, with the Registrar of Companies, Regional Director, Central Government,
Company Law Board or other authorities within the time prescribed under the Act and the
rules made there under unless stated otherwise.
3. the Company being a public limited Company, has a paid-up Capital of Rs.
4. the Board of Directors duly met 9 times on 13.05.2011, 12.08.2011, 30.08.2011,
15.09.2011, 29.09.2011,14.11.2011,15.02.2012,20.03.2012 and 27.03.2012, in respect of
which meetings proper notices were given and signed in the minutes book maintained for the
5. the Company had closed its Register of Members from 20th September, 2011
to 29th September, 2011 (both days inclusive) in order to comply with the
provisions of Section 154 of the Act.
6. the Annual General Meeting for the financial year ended on 31.03.2011 was held on
29.09.2011 after giving due notice to the members of the Company and the resolutions
passed thereat were duly recorded in the minutes book maintained for the purpose.
7. no extra-ordinary general meeting was held during the financial year.
8. the Company has not advanced any loans or given any guarantees or provided any
securities to its directors or persons or firms or Companies referred to under Section 295
of the Act.
9. the Company has complied with the provisions of Section 297 of the Act in respect of
Contracts specified in that Section.
10. the Company has made necessary entries in the register maintained under Section 301
of the Act.
11. as there were no instances during the year falling within the purview of Section
314 of the Act, the Company has not obtained any approvals from the Board of Directors,
Members or Central Government.
12. the Company has issued duplicate share certificates during the financial year and
complied with provisions of the Companies Act, 1956.
13. the Company has: -
i) Delivered all the certificates on lodgment thereof for transfer in accordance with
the provisions of the Act.
ii) Declared dividend during the year and complied with the provisions of the Act.
iii) Not paid any interim dividend during the year.
iv) Duly complied with the requirements of Section 217 of the Act.
14. the Board of Directors of the Company is duly constituted, Ms. Aarti Grover vacated
office under section 260 as Additional Director on 29th September, 2011 and
again appointed as an Additional Director w.e.f 29th September, 2011 and Mrs.
Sona P. Ramchandani was appointed as an additional director on 20th March, 2012
after complying with the relevant provisions of the Companies Act, 1956 during the year.
However the company has filed Form 25Aon 05th June, 2012, after the expiry of
90 days from the date of appointment, seeking the approval of the Central Government to
the appointment and remuneration payable to Ms. Aarti Grover and the said application is
pending before the Central Government.
15. the Company has appointed Ms. Aarti Grover as Whole Time Director during the
financial Year under review and complied with the provisions of the Act subject to certain
approval as described elsewhere in this certificate.
16. the Company has not appointed any sole-selling agents during the financial year.
17. the Company was not required to obtain any approvals of the Company Law Board,
Regional Director, Registrar of Companies and/or such authorities prescribed under the
various provisions of the Act during the financial except that of the Central Government
to the appointment of and remuneration payable to Ms. Aarti Grover as Whole Time Director
of the Company for which Form 25A filed on 05th June, 2012 with the Central
Government is pending for approval.
18. the Directors have disclosed their interest in other firms, Companies to the Board
of Directors pursuant to the provisions of the Act and rules made there under.
19. the Company has not allotted any Shares/debentures or other securities during the
20. the Company has not bought back any Shares during the financial year.
21. there was no redemption of preference shares or debentures outstanding during the
22. there were no transactions necessitating the Company to keep in abeyance the rights
to dividend, rights shares and bonus shares pending registration of transfer of shares.
23. the Company has not invited / accepted any deposits including any unsecured loans
falling within the purview of Section 58A during the financial year.
24. the Company has borrowed amount from its Banks during the financial year ended 31st
March, 2012 under the provisions of Section 293 (1) (d) of the Act, within the borrowing
limits as approved by the members of the Company in their meeting.
25. the Company has made investment(s) in other bodies corporate and complied with the
provisions of the Act. However, the Company has not made any loans or advances or given
guarantees or provided securities to other bodies corporate.
26. the Company has not altered the provisions of the Memorandum with respect to the
situation of the Company`s registered office from one state to another during the year
27. the Company has not altered the provisions of the Memorandum with respect to the
objects of the Company during the year under scrutiny.
28. the Company has not altered the provisions of the Memorandum with respect to name
of the Company during the year under scrutiny.
29. the Company has not altered the provisions of the Memorandum with respect to share
capital of the Company for the year under scrutiny.
30. the Company has not altered its Articles of Association during the financial year.
31. as informed to us, there was no prosecution initiated against the Company and no
fines or penalties or any other punishment was imposed on the Company during the financial
year for offence under the Act.
32. the Company has not received any money as security from its employees during the
33. the Company is generally regular in depositing both the employees` and employer`s
contribution to Provident Fund with the prescribed authorities pursuant to Section 418 of
For M Siroya and Company
CP No.: 4157
Date: 29th August, 2012
Annexure A - Secretarial Compliance Certificate
|Name of the Company
||: Kaycee Industries Limited
Registers as maintained by the Company
||Name of Register
||Register of Charges
||Register of Members
||Minutes of all meetings of Board of Directors
||Minutes of General Body Meetings
||Books of Accounts
||Register of Particulars of Contracts in which Directors are interested
||Register of Directors
||Register of Directors` Shareholding
||- Board Meeting Attendance Register
||- General Meeting Attendance Register
||- Share Transfer Register
Annexure B - Secretarial Compliance Certificate
|Name of the Company
||: Kaycee Industries Limited
Returns / Documents / Forms filed with the Registrar of Companies, Regional Director,
Central Government or other authorities during the financial year ended March 31st,
FOR THE YEAR 2011-2012(01.04.2011 TO 31.03.2012)
REGISTRAR OF COMPANIES
||Date of Filing
||Whether filed Within prescribed time Yes / No
||If delay in filing, whether requisite additional fee paid Yes / No
||Vacation of the office by Mr. Ramesh Dutt Grover due to his death as on 05lh
March, 2011 filed vide SRN B18133546
||Secretarial Compliance Certificate for the year ended on 31st March, 2011
vide SRN P84087469
||23AC XBRL & 23ACA XBRL
||Balance Sheet and Profit & Loss Account as on 31.03.2011 vide SRN P84271980
||Vacation of the office by Ms. Aarti Grover u/s 260 as an Additional director at the
AGM held on 29.09.2011 vide SRN B35437557
||Appointment of Mrs. Sona Ramchandani as Additional Director at the board Meeting held
on 20.03.2012 vide SRN B35373265
||Change in designation of Mr. Aaloke Ghosh from Additional Director to Director at the
AGM held on 29.09.2011 and appointment of Ms. Aarti Grover as an Additional Director and
Whole Time Director at the Board Meeting held on 29.09.2011 (After the AGM) and filed vide
||Annual Return (Schedule V) made up to 29.09.2011 vide SRN P86791753
||269(2), & Schedule XIII
||Return of Appointment of Ms. Aarti Grover as whole time Director filed vide SRN
||198 (4), 269, 309(3), 311, 387,388
||Application for Approval of Central Government for payment of Remuneration to Whole
time Director, Ms. Aarti Grover, filed vide SRN B40581233
ANNEXURE II OF DIRECTORS` REPORT
Information as per Section 217 (1) (e) read with the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 and forming part of the
Directors` Report for the year ended 31st March 2012.
A Conservation of energy
|A Energy conservation measure taken
||: The requirement of power is not large and the position does not warrant any special
|B Additional investments and proposals if any, being implemented for reduction of
consumption of energy
|C Impact of the measures at (a) and (b) above for reduction of energy consumption and
consequent impact on the cost of production of goods
|D Total energy consumption and energy consumption per unit of production.
|B. Technology Absorption
|Efforts made in technology absorption as per Form B
||: Form B attached
|C. Foreign Exchange Earning and Outgo
|a. Activities relating to exports, initiatives taken to increase exports, development
of new export markets for products and services, and export plans.
||: The company is continuously making efforts to increase the exports and during the
year exports amounted to Rs. 68,64,639/-.(F.O.B Value)
|b. Total foreign exchange used and earned
||: Foreign Exchange used equivalent to Rs.99,84,878/- Foreign Exchange earned Rs.
FORM - B
Disclosure of particulars with respect to Absorption.
Research and Development (R & D)
|1. Specific areas in which R&D
||: Micro Switches, Rotary Switches, and development carried out by the company of new
products like Breaker control Switch, push Buttons.
|2. Benefits derived as a result of the above R&D
||: Improvements in existing products in quality & performance
|3. Future plan of action
||: Efforts will be continued to introduce new products and to improve existing
|4. Expenditure on R & D
||: Rs NIL
||: Rs. NIL
||: Rs. NIL
|d. Total R&D expenditure as a percentage of total turn over
||: Rs. NIL
|Technology absorption, adaptation & innovation.
|1. Efforts, in brief, made towards technology absorption, adaptation and innovation
||: No technology has been imported by the Company over the last five years reckoned
from the beginning of the financial year under reference. The Company is updating the
existing technology. The Scope of innovation with existing range of products is limited.
|2. Benefits derived as a result of the above efforts e.g. product improvement, cost
reduction, product development, import, substitution etc.
|3. In case of imported technology (imported during the last 5 years reckoned from the
beginning of the financial year), following information may be furnished
||: Not Applicable
|4. a. Technology imported
||: Not Applicable
|b. Year of Import
||: Not Applicable
|c. Has technology been fully absorbed
||: Not Applicable
|d. If not fully absorbed, areas where this has not taken place, reasons therefore and
future plans of action.
||: Not Applicable