Kirloskar Brothers Ltd
Chairman Speech
Greetings to all the Shareholders!
In my earlier communications with you, I have remarked on the ever-changing and dynamic
nature of this world. In such an evolving world, our lives must be like water that
constantly pursues its course and changes the environment it encounters.
Life at KBL is no different, as we prepare to transform in all senses of the term.
This new chapter of our evolutionary journey is truly exciting. For us, transformation
is not merely a shift in routine, but an overall process of growth. This journey that
commenced with the genesis of the company, robustly marches ahead even today, with every
new system we develop, every new process we command and every new team member we add. We
had promised our great nation a service, and we have kept our word. Moving forward, we
will strive hard to continue the good work in the future, which is even more promising and
will make our nation and our people even more proud.
This is a transformation led by technology. As the world becomes smaller, we grow
bigger with the exchange of knowledge systems and precision in our work. We continue to
develop the latest innovations in fluid management and make them work where most needed.
Nonetheless, a fundamental transformation like this cannot be achieved through
technology alone. It goes beyond materials and machines and is truly reflected in the
spirit of the teams that developed these machines. Consequently, each valued member of
Team KBL is at the very foundation of this transformation. New thoughts, new ideas and
newer avenues find greater expression and implementation in this new phase of
transformation within the Company.
We have set new benchmarks and explored fresh opportunities for growth by being
responsible, proactive and focussed on innovation and technology. We have also established
higher standards of innovation, efficiency, reliability and sustainability. To give an
example, our water solutions for diverse industries across the world serve Millions of
people every single day - assisting them in moving water where it is most needed.
With strong underlying demand from domestic industries and a favourable order mix in
the overseas markets, we strengthened our offerings with smart pumping solutions and
expanded our services portfolio. We have also leveraged our brand and presence across
industries by focussing extensively on our innovative digital solutions, besides expanding
our presence in the renewable energy products market. We have introduced a new era of
intelligence in pump systems. Our mission is to ensure that India becomes self-reliant in
fluid management in all core sectors and strategic areas, and we are pleased to have been
able to accomplish this purpose every single day.
The year marked the centenary of the Kirloskarvadi Railway Station, and we were elated
to be honoured by India Post and Indian Railways for KBL's contribution in nation-building
over the years. India has received some of the earliest engineering products from
Kirloskarvadi, which has made a substantial contribution to its economic development.
Due to its connectivity and mobility, Kirloskarvadi Railway Station has played a
critical role in the successful and remarkable journey of our Company, as it facilitated
our reach into all corners of the world. In the initial years, the railway station and
India Post served as the cornerstones of our primary operations and communications at
Kirloskarvadi.
We are grateful to India Post and Indian Railways for releasing two special covers,
100 Years of Kirloskarvadi Railway Station', and a unique pictorial stamp featuring
an image of KBL pump to acknowledge and highlight the significance of Kirloskarvadi. We
are honoured, yet humbled, to receive these accolades that have been bestowed upon us.
We are taking significant steps in our ESG journey aiming at long-term resilient and
sustainable value.
In FY 2022-23, our sustainable initiatives were targeted at enhancing the share of
renewable energy (currently 23% in FY 2023; to be increased to 30% by FY 2025) in our
total energy consumption, incentivisation of operational and value chain emissions,
training suppliers on ESG aspects and our ESG-based principles, and exploring the
sustainable alternatives for raw materials and packaging materials, among others.
Our main objective remains on designing and manufacturing energy-efficient products and
services. We are also imbibing the aspects of circularity through encouraging reclamation
of used products. Our employee well-being programmes focus on constant upskilling and
providing regular career development reviews for enabling an agile and dynamic workforce.
We have been instrumental in providing a safe working environment for our workforce with
zero reportable incidents in FY 2023. We strive to conduct business in a transparent and
accountable manner, including a strong oversight for ESG material topics and timely
compliance with regulatory codes.
We are committed to building a sustainable and prosperous future, while staying true to
the core values established by our founders. We firmly believe in the importance of
responsible business practices that encompass environmental stewardship, social
responsibility and strong governance. By maintaining a stringent focus on these
principles, we aim to create a positive impact and contribute to the well-being of our
communities, employees, customers and the environment.
Through our One KBL' strategy, we endeavour to streamline our operations,
optimise efficiency and strengthen our customer-centric focus. We value our customers'
trust and loyalty, and this strategic integration is a testament to our dedication to
their satisfaction. We are excited about this new growth phase and look forward to
continue our journey of providing unparalleled products and services to our valued
customers.
My great-grandfather, Shri Laxmanrao Kirloskar, was one of the earliest proponents of
the government's recent Make in India' motto, as he envisioned and contributed to
make India AtmaNirbhar. Keeping the spirit of Swadeshi' philosophy at the forefront
of his thinking and planning, he established the first-of-its-kind industrial township
Kirloskarvadi' for manufacturing engineering products in India by Indians'.
Our purpose of Transcending Boundaries, Enriching Lives' keeps serving as the
guiding light, a beacon that inspires us to go above and beyond to create meaningful
experiences and contribute to the betterment of society.
Committed to delivering on our promises, we strive to uphold the trust and honour
bestowed upon us, as we continue to move closer to this purpose. By remaining dedicated to
our core values, we aim to exceed expectations and make a positive impact on the lives of
our stakeholders.
I would like to take this opportunity to express my gratitude to all our stakeholders
for their unwavering support and ongoing association with KBL. Your support has been
invaluable to us.
Once again, I extend my sincere appreciation to all our stakeholders for their trust
and continued partnership.
Your collaboration inspires us to strive for excellence in everything we do.
Together, we can forge a path towards a sustainable and inclusive future.
Warm Regards,
Sanjay C. Kirloskar
Chairman and Managing Director
Kirloskar Brothers Limited
Kirloskar Brothers Ltd
Directors Reports
TO THE MEMBERS
Your Directors present the 103rd Board Report and the Audited Financial
Statements of the Company for the Financial Year ended March 31, 2023 together with the
reports of the Auditors thereon.
FINANCIAL RESULTS
The financial results of the Company for the Financial Year 2022-23 as compared with
the previous Financial Year are as under:
|
|
(Rs. in Million) |
Particulars |
Year ended March 31,2023 |
Year ended March 31,2022 |
Revenue from operations |
25,399 |
21,659 |
Other income |
330 |
357 |
Total |
25,729 |
22,016 |
Profit before tax |
2,073 |
1,111 |
Tax expense |
547 |
329 |
Profit for the period |
1,526 |
782 |
Other comprehensive income |
(25) |
28 |
Surplus in Profit & Loss Account brought forward from previous year |
4,889 |
4,317 |
Dividend |
(238) |
(238) |
Available surplus |
6,152 |
4,889 |
DIVIDEND
The Board of Directors have recommended a Dividend of Rs.4.50 per equity share i.e. @
225% of face value of Rs.2/- each, for the Financial Year 2022-23 (Rs.3/- per equity share
as Final Dividend for the Financial Year 2021-22) as per the Dividend Distribution Policy.
The total outflow towards dividend recommended for the Financial Year 2022-23 will be
Rs.357.30 million as against Rs.238.30 million for the previous financial year.
Your Company has formulated a policy for Dividend Distribution which is disclosed on
the website of the Company and can be accessed at
https://www.kirloskarpumps.com/wp-content/
uploads/2021/09/Dividend-Distribution-Policy-2021.pdf
OPERATIONS OF THE COMPANY
The revenue from operations for the year under review is Rs.25,399 million, which
represents an increase of 17% compared to the previous financial year.
The Financial Year 2022-23 witnessed a significant revival of the economy, enabling the
Company to operate all its plants without any restrictions, during the year. This, in
turn, allowed the Company to provide its customers with the best possible products and
services.
The Company experienced substantial growth in various industry sectors, including
building & construction, chemical, pharma, steel, coal, sugar, oil & gas, and
retail business. This growth was driven by a focus on value-added and sustainable products
such as Lowest Life-cycle Cost (LLC) pumps, pressure boosting systems, dewatering pumps,
micro-hydropower generator-PICO, process pumps, HVAC and autoprime pumps. The Company's
signature loT-based remote pump monitoring system - KirloSmart also continued to gain
acceptance, further contributing to the Company's success.
The Kirloskarvadi facility achieved remarkable results, setting a new record in annual
performance with numerous accomplishments. The Kirloskarvadi facility recorded the highest
sales ever and dispatched more than 55,000 pumps. The foundry also produced its
highest-ever tonnage of 12,033 tons of cast iron.
During the Financial Year 2022-23, the Company executed 132 Vertical Turbine (VT) pumps
(Small VT Medium VT Large VT) and successfully completed major irrigation projects in
Uttar Pradesh, Madhya Pradesh, Gujarat and Odisha. The building and construction segment
experienced a robust 26% growth during this financial year. Additionally, the Company
secured significant orders from prestigious projects such as All MS Jammu, First Solar,
Kanpur Metro, Oberoi Eternia and Enigma, and Reliance Model Economic Township Gurugram,
further solidifying its market position.
To stay at the forefront of the fluid management business, Company's research and
engineering development introduced various new product series in Financial Year 2022-23.
These include the DBxe and GK series with superior efficiency for utility applications,
the KW-LC series of Inline pumps for HVAC applications, and an extended range of pumps in
the FM/UL series for firefighting. The Company also launched a series of energy-efficient
pumps in the monobloc and submersible pump category to consolidate its position in the
agricultural and residential segments.
The Company also focused on addressing offshore applications by developing various
types and sizes of Butterfly Valves (BFV) and other specialized products for specific
markets such as Oman and Naval dockyards.
The Company's international businesses delivered strong performances despite the
challenges posed by increasing inflation pressure and global supply chain issues. In the
UK, SPP Pumps experienced a 9% growth in industrial fire pumps order booking and its
successful execution, while SPP Pumps Inc. in the USA witnessed a substantial increase in
order booking. Kirloskar Brothers Thailand Limited (KBTL) successfully supplied FM/UL fire
pumps for multiple metro stations in Bangkok and secured a contract for the supply of
concrete volute pumps for the Khlong Thawi Watthana storm water pumping station.
The Company remains committed to strengthening the capabilities of its channel partners
for faster product delivery and service. To support this, the Company has opened
Authorised Pumpset Original Equipment Manufacturer (APOEM) plants across the country.
The Company's service engineers demonstrated their commitment and high-class service
capabilities by successfully overhauling 7 units of the large vertical turbine (VT) pumps
in Gardabani Thermal Power Plant, Georgia within a span of 22 days. The Company's energy
audit team also completed performance guarantee tests at various sites, resulting in
successful project closures for numerous customers.
Furthermore, through its Vikas Charitable Trust (VCT), the Company actively engaged in
various CSR initiatives, reflecting its commitment to giving back to the community.
AWARDS AND RECOGNITION
The Company received several awards and recognition, including the Gold Award from QCFI
Coimbatore Chapter for the Kaniyur facility, a patent grant for Electrical Motor Assembly,
and the "Winner-Excellence in Sustainability 2022" award for the Sanand plant.
The Company was also recognized as one of Maharashtra's Best Employer Brands and received
the "Pune Best Employer Brand Awards 2022" from the World Federation of HR
Professionals. Additionally, the Company received an award at the Procurement Excellence
Summit & Award 2023 organized by the Institute of Supply Chain Management, Mumbai
(ISCM Forum).
There were no material changes or commitments to report that affected the Company's
financial position that occurred between the end of the Financial Year and the date of
this report.
TRANSFER TO RESERVE
The Board has decided to retain the entire amount of profit for the Financial Year
2022-23 and not to transfer any amount to general reserve.
STATUTORY DISCLOSURES
1. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on March 31, 2023 was Rs.158.82
million comprising of 79,408,926 equity shares of Rs.2/- each. The Company does not have
any shares with differential voting rights or stock options or sweat equity.
2. ANNUAL RETURN
As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013
(the Act'), the Annual Return of the Company is placed on the website of the Company
at https://www.kirloskarpumps.com/investors/ shareholders-meetings/
3. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year under review, 7 Board meetings were held, the details of
which are appearing in the Report on Corporate Governance.
4. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Act, the Board of Directors to the best of its
knowledge and ability confirm that:
(a) in preparation of the annual accounts, the applicable accounting standards have
been followed.
(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
such internal financial controls are adequate and operating effectively.
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
5. INDEPENDENT DIRECTORS' DECLARATION
All Independent Directors of the Company have given declaration under Section 149 (7)
of the Act, that they meet the criteria laid down in Section 149 (6) of the Act.
6. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)
The Board has adopted a Board Diversity Policy which sets the criterion for appointment
as well as continuance of Directors, at the time of re-appointment of director in the
Company. As per the policy, the Board has an optimum combination of members with
appropriate balance of skill, experience, background, gender and other qualities of
directors required by the directors for the effective functioning of the Board.
The Nomination and Remuneration Committee recommends remuneration of the Directors,
subject to overall limits set under the Act, as outlined in the Remuneration Policy. As
per the policy, the Executive Director is entitled to fixed salary, commission based on
performance evaluation and other non-monetary benefits. In case of Non-Executive
Directors, apart from receiving sitting fees, they are entitled to commission on the basis
of criterion as per the policy.
The Remuneration Policy is available on the website of the Company at
https://www.kirloskarpumps.com/ investors/policies/. The salient features of this policy
are as follows:
Philosophy: The Company strongly believes that the system of Corporate
Governance protects the interest of all stakeholders by inculcating transparent business
operations and accountability from management towards fulfilling the consistently high
standard of Corporate Governance in all facets of the Company's operations.
Objective: Transparent process of determining remuneration at the Board
and Senior Management level and appropriate balance between the elements comprising the
remuneration.
Coverage: The policy covers remuneration to Executive, Non-Executive
Directors, Key Managerial Personnel and Senior Management Personnel.
7. REPORT OF AUDITORS
During the Financial Year under review, there are no qualifications, adverse remarks or
disclaimers made by the Statutory Auditor on the financial statements of the Company and
by the Secretarial Auditor in his Secretarial Audit Report, which is annexed herewith as
an Annexure VI. There are no cases of fraud detected and reported by the Auditor
under Section 143(12) during the Financial Year.
M/s. Sharp & Tannan Associates, Chartered Accountants (Firm Registration No.
109983W) have been appointed as Statutory Auditors for the second term of 5 consecutive
years by the shareholders with effect from the conclusion of 102nd Annual
General Meeting till the conclusion of 107th Annual General Meeting.
Mr. Shyamprasad Limaye (CP No. 572), Practicing Company Secretary was appointed as a
Secretarial Auditor of the Company as per Section 204 of the Act, for the Financial Year
2022-23. Mr. Shyamprasad Limaye has been re-appointed as Secretarial Auditor of the
Company for the Financial Year 2023-24.
M/s. Parkhi Limaye & Co. (Firm Registration No. 000191) have been appointed as Cost
Auditor of the Company as per Section 148 of the Act, read with applicable rules made
thereunder for the Financial Year 2023-24. Their remuneration is subject to the approval
by the Members at the ensuing Annual General Meeting.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of loans, guarantees or investments under Section 186 of the Act, are
available under Note no. 5, 7, 35E and 36 of notes to accounts, attached to the Standalone
Financial Statements.
The full particulars are available in the Register maintained under Section 186 of the
Act, which is available for inspection during business hours on all working days (except
Saturday and Sunday).
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the Financial
Year 2022-23 with the related parties were in the ordinary course of business and at arm's
length basis. There were no transactions required to be disclosed in Form AOC-2 (Annexure
V). During the Financial Year, the Company has not entered into
contracts/arrangements/transactions with the related parties which could be considered
material in accordance with the Company's Policy on Materiality of Related Party
Transactions and Dealing with Related Party Transactions'. The said policy is available on
the website of the Company.
Further, we draw your attention to Note no. 35 of the Standalone Financial Statements
of the Company for details of related party transactions.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Details of energy conservation, technology absorption, research and development and
foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act, read
with the applicable rules, are given as an Annexure I to this Report.
11. RISK MANAGEMENT
The Risk Management Committee of the Company meets at regular intervals and identifies
the top risks and prioritises those risks. Particulars of the Committee and on the Risk
Management Policy of the Company are given in the Report on Corporate Governance.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT
The Company has a Corporate Social Responsibility Policy as per the requirements of the
Act and the same is available on the website of the Company.
The salient features of this policy are as follows:
The Company believes that serving society is a primary purpose.
Perceivable improvement in attitude, culture and values amongst employees and
community.
Conservation of natural resources and commitment to Green Environment.
Developing business processes which are environmentally and socially
sustainable.
The Corporate Social Responsibility Report in the required format is given as an Annexure
II to this report.
13. BOARD EVALUATION
The Board has formulated a Board Evaluation Policy for evaluation of individual
Directors as well as the entire Board and Committees thereof. The evaluation framework is
divided into parameters based on various performance criteria as given in the policy
available on the website of the Company. The evaluation process for the Financial Year
ended on March 31, 2023 has been carried out.
In compliance with the requirements under Schedule IV of the Act, read with Regulation
25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(the SEBI Listing Regulations, 2015'), a meeting of Independent Directors was held
on March 22, 2023 primarily to discuss the matters mentioned under the said Schedule.
14. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES
Following are the highlights of performance of subsidiaries, associate and joint
venture companies and their contribution to the overall performance of the Company during
the period under review.
i. Karad Projects and Motors Limited
The revenue for the year under review is Rs.5,151 million which is 8% more as compared
to the previous year. This constitutes 12% of gross consolidated revenue of your Company.
ii. The Kolhapur Steel Limited
The revenue for the year under review is Rs.456 million which is 45% more as compared
to the previous year. This constitutes 1% of gross consolidated revenue of your Company.
iii. Kirloskar Corrocoat Private Limited
The revenue for the year under review is Rs.353 million which is 37% more as compared
to the previous year. This constitutes 1% of gross consolidated revenue of your Company.
iv. Kirloskar Brothers International B.V. (consolidated with its overseas subsidiaries)
The revenue for the year under review is Rs.11,777 million which is 34% more as
compared to the previous year. This constitutes 27% of gross consolidated revenue of your
Company.
v. Kirloskar Ebara Pumps Limited (Joint Venture)
The revenue for the year under review is Rs.2,306 million which is 3% more as compared
to the previous year.
The financial position of the subsidiaries and joint venture companies is given in
AOC-1, in this Annual Report.
15. OTHER STATUTORY DISCLOSURES AS REQUIRED UNDER RULE 8(5) OF THE COMPANIES (ACCOUNTS)
RULES, 2014
(i) Financial summary/highlights are included elsewhere in the Report.
(ii) There was no change in the nature of business during the year under review.
(iii) Details of the Directors are given in the Report of Corporate Governance, forming
part of this Integrated Annual Report.
Mr. Alok Kirloskar (DIN 05324745) is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment.
Mr. Pradyumna Vyas (DIN 02359563) and Ms. Shailaja Kher (DIN 08450568) ceased to
be Directors with effect from May 15, 2022 on completion of their term as an Independent
Director of the Company.
Dr. Rakesh Mohan (DIN 02790744) ceased to be Director with effect from July 27,
2022 on completion of his term as an Independent Director of the Company.
Mr. Pratap Shirke (DIN 00104902) ceased to be the Non-Executive, Non-Independent
Director of the Company with effect from March 15, 2023 consequent upon resignation due to
his personal commitments.
Mr. Sanjay Kirloskar - Chairman and Managing Director, Mr. Chittaranjan Mate -
Chief Financial Officer and Mr. Devang Trivedi - Company Secretary, are the Key Managerial
Personnel (KMP) of the Company.
During the year under review, there were no changes in the KMPs of the Company.
(iv) No company has become or ceased to be a subsidiary, joint venture or associate
company of the Company, during the year.
Material Subsidiaries
Regulation 16 of the SEBI Listing Regulations 2015, defines a material
subsidiary' to mean a subsidiary, whose income or net worth exceeds ten percent of the
consolidated income or net worth respectively, of the listed entity and its subsidiaries
in the immediately preceding accounting year.
Under this definition, Karad Projects & Motors Limited Karad, Maharashtra
(KPML'), incorporated on 2nd April 2001, an Unlisted Indian Subsidiary,
SPP Pumps Limited, UK (SPP'), incorporated on February 15, 2010 and Kirloskar
Brothers International B.V, The Netherlands (KBI BV'), incorporated on August 30,
2007, Unlisted Foreign Subsidiaries, are material subsidiaries of the Company.
The subsidiaries of the Company function independently, under the supervision and
control of the Board of Directors of respective companies. For more effective governance,
the minutes of Board Meetings of subsidiaries of the Company are placed before the Board
of Directors of the Company for their review at every quarterly Meeting.
In addition to the above, Regulation 24 of the SEBI Listing Regulations, 2015 requires
that at least one Independent Director on the Board of Directors of the listed entity
shall be a Director on the Board of Directors of an unlisted material subsidiary, whether
incorporated in India or not. For this provision, material subsidiary means a subsidiary,
whose income or net worth exceeds twenty percent of the consolidated income or net worth
respectively, of the listed entity and its subsidiaries in the immediately preceding
accounting year. However, there is no Subsidiary which falls under this definition of
unlisted material subsidiary for the Financial Year ended March 31,2023.
PG. Bhagwat LLP Chartered Accountants, Pune, are the statutory auditors of KPML.
Saffery Champness, Chartered Accountants, UK, are the statutory auditors of SPP
The other requirements as prescribed under Regulation 24 of the SEBI Listing
Regulations, 2015 for Subsidiary Companies have been complied with.
Secretarial Audit of Material Unlisted Indian Subsidiary
KPML, a material subsidiary of the Company carried out Secretarial Audit for the
Financial Year 2022-23 pursuant to Section 204 of the Companies Act, 2013 and Regulation
24A of the SEBI Listing Regulations, 2015. The Secretarial Audit Report of KPML submitted
by M/s. Dakhawe Apte & Associates, Company Secretaries is attached as Annexure VII to
this Report and it does not contain any qualification, reservation or adverse remark or
disclaimer.
(v) Details relating to Deposits
The Company has neither accepted nor renewed matured deposits since January 2003 and
there were no deposits accepted by the Company as covered under Chapter V of the Act read
with Rules made thereunder.
(vi) The details of Deposit which are not in compliance with the requirement of the
Chapter V of the Act - NA.
(vii) No significant and material orders were passed by the regulators or court or
tribunals impacting the going concern status and Company's operations in future.
(viii) Details in respect of adequacy of internal financial controls with reference
to the financial statements:
The Company has adequate internal financial control systems in place. The control
systems are regularly reviewed by the external auditors and their reports are presented to
the Audit Committee.
The Company has an Internal Audit Charter specifying mission, scope of work,
independence, accountability, responsibility and authority of Internal Audit Department.
The internal audit reports are reported to Audit Committee along with management response.
(ix) Your Company is required to maintain the Cost records as required under Section
148(1) of the Act and accordingly, such accounts and records are maintained by the Company
for the Financial Year ended on March 31,2023.
(x) The details of application made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the Financial Year - Nil.
(xi) The details of the difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reason thereof - Nil.
(xii) Other disclosures required under the Companies Act, 2013 as may be applicable
Composition of the Audit Committee has been disclosed in Corporate Governance
Report.
Establishment of Vigil Mechanism:
The Company has already in place a Whistle Blower Policy' as a Vigil Mechanism
since 2008. The details of the same are reported in Corporate Governance Report.
Disclosures as required under Section 197(12) of the Act read with the
applicable rules and details as per Rule 5(2) of the Companies (Appointment and
Remuneration of
Managerial Personnel) Rules, 2014 are given as Annexure III & Annexure IV,
respectively to this report.
(xiii) Other Disclosure
The Company has filed a suit against Kirloskar Proprietary Limited (KPL)
relating to the use, assignment and ownership of the trademark "Kirloskar". The
Company has made appropriate pleadings in the said suit as advised by the Legal Advisors
of the Company and has inter-alia, challenged the unlawful termination and sought
declaration, injunction and other appropriate relief/s. KPL subsequently has withdrawn the
termination letters with effect from March 3, 2020.
I n compliance with the order of the Hon'ble Pune Commercial Court, the Company
has been depositing the claimed Royalty amount by way of cheque in the safe custody of Ld.
Nazir District Court, Pune Civil Court from the quarter ended October, 2018 until 3rd
quarter of the Financial Year 2022-23, without prejudice to its rights and contentions.
The cheques upon their expiry have been replaced by fresh cheques in terms of the order of
the Hon'ble Court, Pune.
Kirloskar Industries Limited along with Mr. Atul Kirloskar and Mr. Rahul
Kirloskar (the requisionists'), collectively holding more than one-tenth of the
paid-up share capital of the Company had requisitioned for an Extra-ordinary General
Meeting (EGM') of the shareholders of the Company for appointment of an independent
and reputed external entity as an independent forensic auditor for conducting a forensic
audit to investigate and
i) verify the expenses incurred by the Company on legal, professional and consultancy
charges over the past 6 (six) years, and the affairs of the Company;
ii) verify all records, books of accounts, minute books, other documents of company;
and
iii) examine the conduct of Board of Directors of the Company including independent
directors. Accordingly, Notice dated November 16, 2022 for convening EGM along with
statement setting out material facts was sent to the shareholders of the Company and the
EGM was conducted on December 8, 2022 by the Company. As per the voting results of the
said EGM, the resolution as proposed by the requisitionists was defeated since it was not
passed by a majority of the votes of the shareholders, present/ participating and voting.
16. CASH FLOW
Cash flow statement for the Financial Year ended on March 31,2023 is attached to the
Balance Sheet.
17. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating efficiently.
SAFETY, HEALTH AND ENVIRONMENT
Safety and Health
Hazard identification is one the important element in Safety. A good safety
culture is also said to be developed when all level employees identify the hazards. An
Incident tracking system is being used by Staff employees whereas Safety yellow tag (SaY)
system is developed for workmen. Corrective and preventive actions are assigned to rectify
the hazards. There is significant improvement in the compliance of corrective and
preventive actions compared to last year. It's more than 90% in almost all manufacturing
plants.
Safety audit is one of the important tool to identify the gaps in safety. All
manufacturing plants are audited for safety by internal trained Safety officers using
quantitative methodology.
Safety training is one another method to improve the skill and knowledge of
safety, which also improves the safety culture. We kept the target of 3 man-hours/
employee/year, which is achieved and surpassed in manufacturing plants.
State of art Safety training centre is created in Kirloskarvadi plant.
Special initiatives taken to high consequences area to improve safety like
Grinding safety, Road safety, forklift safety etc.
To improve the wastewater quality, in Kirloskarvadi plant, industrial waste
streams like coolant waste, paint booth wastewater and acid pickling waste water are
segregated from sewage stream. A new effluent treatment plant is installed to treat this
segregated industrial waste.
Environment and Energy
Through sustainability policy, the Company is committed to achieve excellence in
overall sustainable performance through integration of economic, environmental and social
dimensions. As a part of its sustainability initiative, the Company focuses on various
aspects to reduce adverse impact on the environment, which include conservation of natural
resources, optimising the use of resources, reducing carbon emissions, developing products
with low ecological footprint, promoting energy efficient products, promoting use of
renewable sources of energy, conserving biodiversity, and engaging with stakeholders and
communities for sustainability practices.
For the purpose of optimum utilization of resources and continual improvement, the
Company monitors and reviews the important parameters impacting environment such as carbon
footprint, energy consumption, water consumption, material consumption and waste
generation.
As a step towards enhancing the use of renewable energy sources and curtailing the
scope 2 emissions, the Company has installed and made operational roof-top solar power
panels at its manufacturing locations and Corporate Office with capacity of 4.6 MW, which
is yielding green power with good efficiency. This is in addition to the generation of 4
MW wind power by Kirloskarvadi plant. Thus, the Company is able to satisfy around 23% of
its energy requirement from renewable energy.
At its Dewas plant, the Company has developed "Kirloskar Centenary Forest" by
taking input from Miyawaki afforestation concept (Special Process for Thick Forest). It
has helped the Company in reducing carbon footprint and developing biodiversity to enrich
the environment and society.
Rain-water harvesting system is encouraged to recharge groundwater for all
manufacturing plants of the Company. Thus, the Company is able to save up to 30% of water
by effective utilisation of water management practices. All plants of the Company are
"zero waste water discharge" units.
Through Confederation of Indian Industry (CII), the Company has completed "Life
Cycle Assessment (LCA)" study on a sample product to evaluate the impact of
manufacturing on environment. Implementation of "High Pressure Moulding Line"
(HPML)Technology for Company's foundry in Dewas plant will help it to reduce carbon
emission by around 3-5%.
Similarly, the Company has also taken up product specific Carbon Mapping Project for a
few of its pump models being regularly exported to the EU market. Actions have been
suggested to reduce the impact of carbon emissions from the identified products. Similar
exercise has been completed at Dewas Plant to establish measurement of carbon emission by
Plant. Thus, the Company shall continue taking efforts to improve and contribute to help
India achieve its commitment to be Carbon Net Zero by 2070.
Corporate office of the Company in Pune, Maharashtra is a Green building with LEED
Platinum certification. Commitment towards environment is one of the Values of the
Company. At corporate office and manufacturing locations, the Company has extensive
daylight harvesting to save energy. 80% of Company's work stations are illuminated by
natural light. Most pumps manufactured by the Company are BEE star labelled for
efficiency.
Green initiatives like plantation of trees to minimize heat load on buildings, use of
furnace slag for constructing internal roads and use of ply-boards and metallic frames
instead of wood for packing are few other environmental practices adopted by the Company.
In order to encourage our manufacturing plants to implement more and more energy saving
projects, the Company organizes energy conservation competition (ENCON) at the Company
group level through independent energy auditors. The Company shares best practices and
achievements with all plants and also awards teams for innovative ideas and energy saving
performances.
All manufacturing plants of the Company are certified with Environment Management
System (ISO 14001:2015), Energy Management System (ISO 50001:2018), Quality Management
System (ISO 9001:2015) and Occupational Health and Safety Management System (ISO
45001:2018) under Integrated Management System certifications.
The Company is committed to the integration of environment performance considerations
in the value chain process of products and services including planning, use and disposal,
environmental aspects, potential impacts and costs associated with the life cycle
assessment in order to have a minimal negative impact on the environment.
The Company seeks to reduce the environmental impacts of its procurement process and
also encourages suppliers to adopt sustainable supply chain practices through establishing
and adopting Sustainable Policy.
REPORTS ON MANAGEMENT DISCUSSION AND ANALYSIS, CORPORATE GOVERNANCE
Pursuant to the SEBI Listing Regulations 2015, Management Discussion and Analysis
Report, Report on Corporate Governance, Auditor's Certificate on Corporate Governance,
Certificate pursuant to Schedule V read with Regulation 34 (3) and the declaration by the
Chairman and Managing Director regarding affirmations for compliance with the Company's
Code of Conduct are annexed to this report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Company has been reporting its sustainability performance for the past 13 years.
Further, the Company started presenting Integrated Annual Report since 2018-19. The Annual
Report for the Financial Year 2022-23 is 5th Integrated Annual Report of the
Company. Pursuant to the provisions of Regulation 34(2) (f) of the SEBI Listing
Regulations, 2015, the Business Responsibility and Sustainability Report for the Financial
Year 2022-23 is annexed to this report.
DISCLOSURE UNDER THE "SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and in terms of Section 22 of this Act, read with
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules,
2013, we report that for the Financial Year ended on March 31,2023:
1 |
No. of complaints received in the year |
Nil |
2 |
No. of complaints disposed-off in the year |
NA |
3 |
Cases pending for more than 90 days |
NA |
4 |
No. of workshops and awareness programmes conducted in the year |
2 |
5 |
Nature of action by employer or District Officer, if any |
NA |
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the unstinted support and
co-operation given by the banks and financial institutions. Your Directors would further
like to record their appreciation of the efforts by the employees of the Company and wish
to express their gratitude to the Members for their continued trust and support.
|
For and on behalf of the Board of Directors, |
|
Sanjay C. Kirloskar |
|
Chairman & Managing Director |
Pune: May 11,2023 |
DIN 00007885 |