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Kirloskar Brothers Ltd.

BSE: 500241 Sector: Engineering
NSE: KIRLOSBROS ISIN Code: INE732A01036
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OPEN 372.30
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VOLUME 34411
52-Week high 428.20
52-Week low 243.00
P/E 28.67
Mkt Cap.(Rs cr) 2,846
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 372.30
CLOSE 365.85
VOLUME 34411
52-Week high 428.20
52-Week low 243.00
P/E 28.67
Mkt Cap.(Rs cr) 2,846
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kirloskar Brothers Ltd. (KIRLOSBROS) - Director Report

Company director report

Your Directors present the 102nd Board Report and theAudited Financial Statements of the Company for the Financial Year ended March 312022together with the reports of the Auditors thereon.

FINANCIAL RESULTS

The financial results of the Company for the Financial Year 2021-22 ascompared with the previous Financial Year are as under:

Year ended March 312022 (Amt. in Million Rs) Year ended March 312021 (Amt. in Million Rs)
Revenue from operations 21659 17999
Other income 357 189
Total 22016 18188
Profit before tax 1111 1249
Tax expense 329 317
Profit for the period 782 932
Other comprehensive income 28 23
Surplus in Profit & Loss Account brought forward from previous year 4317 3402
Dividend (238) (40)
Available surplus 4889 4317

DIVIDEND

The Board of Directors have recommended a Dividend @ 150% amounting toRs3.00 per equity share for the Financial Year 2021-22 (Rs3.00 per equity share as FinalDividend for 2020-21).

Your Company has formulated a policy for Dividend Distribution which isdisclosed on the website of the Company and can be accessed at https://www.kirloskarpumps.com/wp-content/uploades/2021/09/Dividend- Distribution-Policy-2021.pdf

OPERATIONS OF THE COMPANY

The revenue from operations for the year under review is Rs21659Million which is more by 20% compared to the previous Financial Year.

The Financial Year 2021-22 witnessed the revival of the economy postrelief from the covid pandemic. The opening of businesses and markets helped your Companyto return to a full operation based on robust demand from across the sectors. Operationsacross all plants scaled to full potential while strictly following covid guidelines. Thishelped to serve customers of the Company with the best products and services in the bestpossible ways.

Overall demand from industry sectors including building &construction chemical pharma steel coal sugar power and textile helped the Companyregister good growth in these segments.

Revival of the residential building segment and continued focus oncommunicating the benefits of intelligent water management pumping system helped theCompany achieve more delivery of its Hydro Pneumatic Pressure Boosting (HYPN) pumpingsystem. During the period for the first time Kirloskar Brothers Limited (KBL) supplied104 HYPN systems to HPCL?s residential township in Barmer Rajasthan.

Your Company continues to maintain a leadership position in thefirefighting pumping system especially Multi-Stage Multi-Outlet (MSMO) firefightingpumps winning many new customers in this segment.

In the Oil & Gas segment KBL developed a new pump in horizontalexecution for the IOCL 3G Ethanol project.

Revival of large water projects and good enquiry from large OEMsresulted in a significant number of orders for the supply of high head multi-stage pumpssplit case pumps and Large Vertical Turbine (VT) pumps. We were particularly pleased tobe part of the Gujarat Water Supply and Sewage Board (GWSSB) Hafeshwar project where VTpumps of the Company were installed with 35 mtrs suspension length. The project wasinaugurated by Honourable Prime Minister Shri Narendra Modi Ji. Your Company hassuccessfully executed Jaipur - Bisalpur Augmentation project by increasing the totalcapacity of the scheme without interrupting the existing Infrastructure where 18+ largePumps were supplied.

Your Company continues to focus on gaining more customer traction forproduct concepts like Pump as Turbine (PAT) which can generate green power continuouslyusing the pressure available in the water supply pipeline reducing carbon footprints andsaving cost in the long run. Solar pumping is another potential segment where weregistered significant growth in FY 21-22.

With many irrigation projects being executed we supplied large andmedium-range VT pumps for projects in Madhya Pradesh Gujarat and Orissa. Also during theperiod we supplied pumps for Haryana Lift Irrigation Schemes and UP Irrigation Dept(CESPO).

Successful shifting of Valve manufacturing to Kirloskarvadi resulted instreamlining valve operations adding a significant advantage to the business. The Valvebusiness registered good growth mainly due to demand from the Middle East and Asia-Pacificregion.

Your Company continues to play its part in making India Atmanirbhar inthe defence sector by successfully completing an Indigenisation project of "MagazineFire Fighting System" in coordination with Mazagaon Dock Shipbuilders Ltd.

In the retail segment a series of energy-efficient pumps both in themonobloc and submersible pump category have been launched to further consolidate theCompany?s position in the agricultural and domestic segments. The pumps includingAARNA ANAYA RIAN Jaldaksh Jalhasti Jaltara and submersible pumps like KP4 Jalraaj UVAand NEO Series Pumps are made with advanced technology and consume less energy for highperformance. Further introducing new energy-efficient pump series equivalent to IE4 andIE5 efficiencies helped the Company in gaining new market penetration. In this regard KBLlaunched 53 variants of Monobloc pumps with IE4 Super Premium Efficiency motors and 16variants of Monobloc pumps (up to 5 HP) sets with Ultra-Premium Efficiency IE5 motors.

Focus on value-added and sustainable products including LowestLife-cycle Cost (LLC) pumps dewatering pumps micro hydropower generator - PICO processpumps HVAC sewage pumps and booster pumps among others helped gain growth in theseproduct sales. Your Company also witnessed continued acceptance of its signature IoT basedremote pump monitoring system - KirloSmart. With more advanced features the Company isconfident of winning more customers in future for this product.

During FY 21-22 rising electricity requirements lead to expansionprojects in power industry resulting in the demand for pumps. This is mainly for pumpsrequired in Flue Gas Desulfurization (FGD) project in Thermal Power plants. The opening ofan Advanced Technology Product Division (ATPD) at Kirloskarvadi has further strengthenedour capability in the nuclear power segment.

Your Company is committed to manufacturing high-quality productsthrough its state-of-the-art plants using the latest technology like 3D printers. KBLcontinues to invest in improving manufacturing competitiveness. Recently Sanand plant ofthe Company a dedicated submersible pump manufacturing plant was awarded Silver Medaland the Kaniyur plant an all-women operated plant was awarded a bronze medal by NAMC(National Award for Manufacturing Competitiveness 2021) which shows our commitment tomanufacturing best quality pumps. Also the material testing lab of the Kirloskarvadiplant is now NABL accredited in accordance with ISO/IEC 17025: 2017.

The focus on research and development continues to help maintainKBL?s leadership position on the technological forefront in the fluid managementbusiness. During the period the Company received multiple patents reiterating itscommitment to continue to follow the path of adding value through innovation. The Companydeveloped a ballast pump for the special navy application and solids handling pump typeSHL 250/40 M1 for handling 131 mm solid size. Your Company has designed developed andcompleted model testing of the Francis Turbine Pump (FTP) for 30 MW. These projects speakvolumes of the Company?s R&D capability.

Your Company has also achieved product improvement in the Valve sectorthrough the development of a Non- Rising Sluice Valve (NRSV) of 1200 mm size of PN 2.01400 mm size of PN 2.0 and Butterfly Valve of 1200 mm size of rating AWWA #150 size 1400of rating PN6 2300 mm size of rating PN10.

Your Company remains committed to strengthening the capability ofchannel partners in faster product delivery and service. To take this forward it hasopened the Authorised Pump Original Equipment Manufacturer (APOEM) plants across thecountry. These plants have a stocking servicing and testing facilities along with skilledmanpower to support installation and commissioning. Strategically located these plantswill reaffirm KBL?s commitment in providing unmatched value for the customers.

Service remains the focus area both from a revenue and customersatisfaction point of view. Having industry- leading skilled manpower helped the Companygain many customers. Successful commissioning of 104 VT Pumps in MRT SkytrainProject-Bangkok Thailand and the execution of Annual Maintenance Contracts (AMC) with bigclients speaks volume of the commitment and high-class service capabilities of thecompany?s experienced service team.

Your Company was awarded ‘India?s Most Ethical Company?which reflects the honesty with which it conducts business and remains committed to addingvalue for the customers through innovative products and superior service. Also throughCSR activities the Company has always walked an extra mile to give back to the community.

There were no material changes or commitments to report that affectedthe Company?s financial position that occurred between the end of the Financial Yearand the date of this report.

STATUTORY DISCLOSURES

1. ANNUAL RETURN

As per provisions of Section 92(3) read with Section 134 of theCompanies Act 2013 ('the Act') the Annual Return of the Company is placed on the websiteof the Company at https://www.kirloskarpumps. com/investors/shareholders-meetings/

2. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year under review 5 Board meetings were held thedetails of which are appearing in the Report on Corporate Governance.

3. DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:

(a) in preparation of the annual accounts the applicable accountingstandards have been followed.

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit of the Company for that period.

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(d) they have prepared the annual accounts on a going concern basis;and

(e) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively.

(f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

4. INDEPENDENT DIRECTORS? DECLARATION

All Independent Directors of the Company have given declaration underSection 149 (7) of the Act that they meet the criteria laid down in Section 149 (6) ofthe Act.

5. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)

The Board has adopted a Board Diversity Policy which sets the criterionfor appointment as well as continuance of Directors at the time of re-appointment ofdirector in the Company. As per the policy the Board has an optimum combination ofmembers with appropriate balance of skill experience background gender and otherqualities of directors required by the directors for the effective functioning of theBoard.

The Nomination and Remuneration Committee recommends remuneration ofthe Directors subject to overall limits set under the Act as outlined in theRemuneration Policy. As per the policy the Executive Director is entitled to fixedsalary commission based on performance evaluation and other non- monetary benefits. Incase of Non-Executive Directors apart from receiving sitting fees they are entitled tocommission on the basis of criterion as per the policy.

The Remuneration Policy is available on the website of the Company athttps://www.kirloskarpumps. com/wp-content/uploades/2020/01/Remuneration-Policy.pdf Thesalient features of this policy are as follows:

- Philosophy: The Company strongly believes that the system ofCorporate Governance protects the interest of all stakeholders by inculcating transparentbusiness operations and accountability from management towards fulfilling the consistentlyhigh standard of Corporate Governance in all facets of the Company?s operations.

- Objective: Transparent process of determining remuneration at theBoard and Senior Management level and appropriate balance between the elements comprisingthe remuneration.

- Coverage: The policy covers remuneration to Executive Non-ExecutiveDirectors Key Managerial Personnel and Senior Managerial Personnel.

6. REPORT OF AUDITORS

During the Financial Year under review there are no qualificationsadverse remarks or disclaimers made by the Statutory Auditor on the financial statementsof the Company and by the Secretarial Auditor in his Secretarial Audit Report which isannexed herewith as an Annexure VI. There are no cases of fraud detected and reported bythe Auditor under Section 143(12) during the Financial Year.

In terms of the provisions of Section 139 of the Companies Act 2013read with the applicable rules made thereunder M/s. Sharp & Tannan AssociatesChartered Accountants (Firm Registration No.109983W) would complete their term of 5 yearsas the Statutory Auditors of the Company at the ensuing 102nd AGM.

They have been recommended by the Board of Directors to be appointed asStatutory Auditors for the second term of 5 consecutive years with effect from theconclusion of 102nd Annual General Meeting till the conclusion of 107thAnnual General Meeting. The Statutory Auditor have confirmed its eligibility and necessarycertificates as required under the Act have been received. Their appointment for thesecond term is subject to the approval of the shareholders of the Company at the ensuing102nd AGM.

Mr. Shyamprasad Limaye (CP No. 572) Practicing Company Secretary wasappointed as Secretarial Auditor of the Company as per Section 204 of the Act for theFinancial Year 2021-22. Mr. Shyamprasad Limaye has been re-appointed as SecretarialAuditor of the Company for the Financial Year 2022-23.

M/s. Parkhi Limaye & Co. (Firm Registration No. 000191) have beenappointed as Cost Auditor of the Company as per Section 148 of the Act read withapplicable rules made thereunder for the Financial Year 2022-23. Their remuneration issubject to the approval by the Members at the ensuing 102nd AGM.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans guarantees or investments under Section 186 ofthe Act are available under Note no. 5 7 and 35E of notes to accounts attached to theStandalone Financial Statements.

The full particulars are available in the Register maintained underSection 186 of the Act which is available for inspection during business hours on allworking days (except Saturday and Sunday).

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements /transactions entered by the Company duringthe Financial Year 2021-22 with the related parties were in the ordinary course ofbusiness and at arm?s length basis. There were no transactions required to bedisclosed in Form AOC-2 (Annexure V). During the Financial Year the Company has notentered into contract/arrangement/transactions with the related parties which could beconsidered material in accordance with the Company?s ‘Policy on Materiality ofRelated Party Transactions and Dealing with Related Party Transactions?. The saidpolicy is available on the website of the Company.

Further we draw your attention to Note no. 35 of the StandaloneFinancial Statements of the Company for details of related party transactions.

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Details of energy conservation technology absorption research anddevelopment and foreign exchange earnings and outgo as required under Section 134(3)(m) ofthe Act read with the applicable rules are given as an Annexure I to this Report.

10. RISK MANAGEMENT

The Risk Management Committee of the Company meets at regular intervalsand identifies the top risks and prioritises those risks. Particulars about this Committeeare given in the Report on Corporate Governance.

11. CORPORATE SOCIAL RESPONSIBILITY REPORT

The Company has a Corporate Social Responsibility Policy as per therequirements 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 amongstemployees and community.

- Conservation of natural resources and commitment to GreenEnvironment.

- Developing business processes which are environmentally and sociallysustainable.

The Corporate Social Responsibility Report in the required format isgiven as an Annexure II to this report.

12. BOARD EVALUATION

The Board has formulated a Board Evaluation Policy for evaluation ofindividual Directors as well as the entire Board and Committees thereof. The evaluationframework is divided into parameters based on various performance criteria. The evaluationprocess for the Financial Year ended on March 312022 has been carried out.

In compliance with the requirements under Schedule IV of the Act readwith Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a meeting of Independent Directors was held on November 10 2021primarily to discuss the matters mentioned under the said Schedule. All the IndependentDirectors of the Company attended the same.

13. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATE ANDJOINT VENTURES

Following are the highlights of performance of subsidiaries associateand joint venture companies and their contribution to the overall performance of theCompany during the period under review.

i. Karad Projects and Motors Limited

The revenue for the year under review is Rs4775 million which is 55%more as compared to the previous year. This constitutes 13% of gross consolidated revenue.

ii. The Kolhapur Steel Limited

The revenue for the year under review is Rs314 million which is 50%more as compared to the previous year. This constitutes 1% of gross consolidated revenue.

iii. Kirloskar Corrocoat Private Limited

The revenue for the year under review is Rs258 million which is 28%more as compared to the previous year. This constitutes 1% of gross consolidated revenue.

iv. Kirloskar Brothers International B.V. (consolidated)

The revenue for the year under review is Rs8775 million which is 6%less as compared to the previous year. This constitutes 25 % of gross consolidatedrevenue.

v. Kirloskar Ebara Pumps Limited (Joint Venture)

The revenue for the year under review is Rs2234 million which is 22%more as compared to the previous year.

The financial position of the subsidiaries and joint venture companiesis given in AOC-1 in this Annual Report.

14. OTHER STATUTORY DISCLOSURES AS REQUIRED UNDER RULE 8(5) OF THECOMPANIES (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 yearunder review.

(iii) Changes in Directors and Key Managerial Personnel

- Mr. Pratap Shirke (DIN 00104902) is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.

- Mr. Rajeev Kher (DIN 01192524) ceased to be Director with effect fromJanuary 24 2022 on completion of his term as an Independent Director of the Company.

- Mr. Pradyumna Vyas (DIN 02359563) and Ms. Shailaja Kher (DIN08450568) ceased to be Directors with effect from May 15 2022 on completion of their termas Independent Directors of the Company.

- At the 101st Annual General Meeting held on 9thSeptember 2021 the Shareholders have approved the appointment of Ms. Rama Kirloskar (DIN07474724) as the Joint Managing Director of the Company for a period of five years witheffect from August 3 2021.

- Mr. Shobinder Duggal (DIN 00039580) Ms. Ramni Nirula (DIN 00015330)and Mr. Shrinivas Dempo (DIN 00043413) were appointed as Additional Directors of theCompany with effect from May 25 2021. The Shareholders at the 101st AnnualGeneral Meeting held on 9th September 2021 have approved their appointment asIndependent Directors of the Company with effect from May 25 2021 for a term upto May 242026.

- Mr. Vivek Pendharkar (DIN 02791043) Mr. Amitava Mukherjee (DIN00003285) and Ms. Rekha Sethi (DIN 06809515) were appointed as Additional Directors of theCompany with effect from October 29 2021. The Shareholders vide resolution passed throughPostal Ballot on December 14 2021 have approved their appointment as IndependentDirectors of the Company with effect from October 29 2021 for a term upto October 282026.

- Mr. Raghunath Apte ceased to be the Company Secretary &Compliance Officer with effect from November 26 2021.

- Mr. Devang Trivedi was appointed as the Company Secretary &Compliance Officer with effect from March 18 2022.

(iiia) The Board is of the opinion that Mr. Shobinder Duggal Ms. RamniNirula Mr. Shrinivas Dempo Mr. Vivek Pendharkar Mr. Amitava Mukherjee and Ms. RekhaSethi - Independent Directors of the Company who were appointed during the year possessthe requisite qualifications experience expertise including proficiency.

(iv) No company has become or ceased to be a subsidiary joint ventureor associate company of the Company during the year.

Material Subsidiaries

Regulation 16 of the Listing Regulations 2015 defines a ‘materialsubsidiary? to mean a subsidiary whose income or net worth exceeds ten percent ofthe consolidated income or net worth respectively of the listed entity and itssubsidiaries in the immediately preceding accounting year.

Under this definition Karad Projects & Motors Limited(‘KPML?) an Unlisted Indian Subsidiary SPP Pumps Limited (UK) and KirloskarBrothers International B.V. Unlisted Foreign Subsidiaries are material subsidiaries ofthe Company.

The subsidiaries of the Company function independently with anadequately empowered Board of Directors and adequate resources. For more effectivegovernance the minutes of Board Meetings of subsidiaries of the Company are placed beforethe Board of Directors of the Company for their review at every quarterly Meeting.

In addition to the above Regulation 24 of the Listing Regulationsrequires that at least one Independent Director on the Board of Directors of the listedentity shall be a Director on the Board of Directors of an unlisted material subsidiarywhether incorporated in India or not. For this provision material subsidiary means asubsidiary whose income or net worth exceeds twenty percent of the consolidated income ornet worth respectively of the listed entity and its subsidiaries in the immediatelypreceding accounting year. However there is no Subsidiary which falls under thisdefinition of unlisted material subsidiary for the financial year ended March 312022.

The other requirements as prescribed under Regulation 24 of the ListingRegulations for Subsidiary Companies have been complied with.

Secretarial Audit of Material Unlisted Indian Subsidiary

Karad Projects & Motors Limited (‘KPML?) a materialsubsidiary of the Company carried out Secretarial Audit for the Financial Year 2021-22pursuant to Section 204 of the Companies Act 2013 and Regulation 24A of the ListingRegulations. The Secretarial Audit Report of KPML submitted by Mr. Abhijit DakhawePracticing Company Secretary is attached as Annexure VII to this Report and it does notcontain any qualification reservation or adverse remark or disclaimer.

(v) Details relating to Deposits

The Company neither accepts nor renews matured deposits since January2003 and there were no deposits accepted by the Company as covered under Chapter V of theAct read with Rules made thereunder.

(vi) The details of Deposit which are not in compliance with therequirement of the Chapter V of the Act - NA.

(vii) No significant and material orders were passed by the regulatorsor court or tribunals impacting the going concern status and Company?s operations infuture.

(viii) Details in respect of adequacy of internal financial controlswith 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 arepresented to the Audit and Finance Committee.

The Company has an Internal Audit Charter specifying mission scope ofwork independence accountability responsibility and authority of Internal AuditDepartment. The internal audit reports are reported to Audit and Finance Committee alongwith management response.

(ix) Your Company is required to maintain the Cost records as requiredunder Section 148(1) of the Act and accordingly such accounts and records are maintainedby the Company for the Financial year ended on March 312022.

(x) The details of application made or any proceedings pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the Financial Year

- Nil.

(xi) The details of the difference between amount of the valuation doneat the time of one-time settlement and the valuation done while taking loan from the Banksor Financial Institutions along with the reason thereof - Nil

(xii) Other disclosures required under the Companies Act 2013 as maybe applicable

- Composition of the Audit and Finance Committee has been disclosed inCorporate 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 sameare reported in Corporate Governance Report.

- Disclosures as required under Section 197(12) of the Act read withthe applicable rules and details as per Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given as Annexure III & AnnexureIV.

(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 Suit and hasinter-alia challenged the unlawful termination and sought declaration injunction andother appropriate relief/s. KPL subsequently has withdrawn the termination letters witheffect from March 3 2020.

In compliance with the order of the Hon?ble Pune Commercial Courtthe Company has deposited the claimed Royalty amount by way of cheque in safe custody ofLd. Nazir District Court Pune Civil Court from the period October 2018 until 3rdquarter 2021-22 without prejudice to its rights and contentions. The cheques upon theirexpiry have been replaced by fresh cheques in terms of the order of the Hon?bleCourt.

15. CASH FLOW

Cash flow statement for the Financial Year ended on March 312022 isattached to the Balance Sheet.

SAFETY HEALTH AND ENVIRONMENT

Safety and Health

• All KBL manufacturing plants have achieved ‘Zero reportableaccidents?.

• Behavioral change from Unsafe practice to safe practice was morefocused. Behavior Based Safety checks are improved from 4500 per year to 5500 per year.

• Identifying reporting and taking corrective / preventiveactions (CAPA) by the employees is one of the major indicators of Good Safety Culture. Italso indicates the involvement of all employees in the safety. Compliance of CorrectiveAction and Preventive action is around 85%.

• Apart from ISO system audits our plants have been audited forInternal safety audits. Safety checks are carried out at project sites by project siteemployees.

• Safety Mitra (Safety Stewards) concept is introduced in themanufacturing Plants.

• Material Handling Safety is a big concern especially in our typeof industry. A special drive was undertaken to ensure Safe lifting tools tackles areused.

• Safety Training is an important element to increase Safetyawareness and improve Safe Culture training provided 4.2 Man-hours/employee/year againstthe target 3 Man-hours/employee/year.

• Utmost care and steps have been taken to control COVID-19 spreadand to work safely across the organisation. These include checking of body temperature atentry gate use of hand sanitizer and maintenance of social distancing to the extentpossible at workplace.

• Initiatives were undertaken to increase COVID-19 awareness amongemployees and community including displaying boards and hoardings distribution ofpamphlets and awareness programmes.

Environment and Energy

Through sustainability policy the Company is committed to achieveexcellence in overall sustainable performance through integration of economicenvironmental and social dimensions. As a part of its sustainability initiative the focusis on various aspects to reduce adverse impact on the environment which includeconservation of natural resources reduce use of resources and emission of carbon developproducts with low ecological footprint promoting energy efficient products promoting useof renewable sources of energy conserving biodiversity and engaging with stakeholders andcommunities for sustainability practices.

As a part of commitment towards conserving fossil fuels and dependingmore on renewable energy sources the Company has installed and made operational roof topsolar power panels at manufacturing locations and Corporate Office for a capacity of 4.6MW which is yielding green power with good efficiency. This is in addition to thegeneration of 4 MW wind power by Kirloskarvadi plant.

For the purpose of optimum utilization of resources and continualimprovement the Company monitors and reviews the important parameters impactingenvironment such as Carbon footprint Energy consumption Water consumption Materialconsumption and Waste generation. The Company has also initiated few green initiativeslike plantation of trees to minimize heat load on buildings use of ply boards andrecyclable metallic cage instead of wood use of furnace slag for constructing roads andfloorings and modifying shopfloor layouts to minimize material flow and multitasking usingvalue stream mapping.

Through Confederation of Indian Industry (CII) the Company hascompleted "Life Cycle Assessment (LCA)" study on a sample product to evaluateimpact of manufacturing on environment so that it can initiate actions to improve thesame. In continuation of this initiative it has now selected different range of productsto assess GHG emission impact on environment due to manufacturing of those products. Thusthe Company shall continue with its efforts to improve and contribute to help Indiaachieve its commitment to be Carbon Neutral by 2070.

"Commitment towards the Environment" is one of our Values.Our corporate office is a green building with LEED Platinum Certification. At corporateoffice and manufacturing locations we have extensive daylight harvesting to save energyand rain water harvesting system to conserve water. All our plants are "zero wastewater discharge" units.

The Company has a patented low cost permanent solution to depletinggroundwater & unreliable monsoon known as ‘Kedia Farm Pattern? - KFP(Patented) RWH. KFP can solve drinking water problem of a village and ‘Make RuralIndia Water Secure? for all times to come.

In order to encourage manufacturing plants to implement more and moreenergy saving projects the Company organizes energy conservation competition (ENCON) atKBL group level through independent energy auditors. The Company shares best practices andachievements with all plants and also award teams for innovative ideas and energy savingperformances.

Your Company is committed to the integration of environment performanceconsiderations in the procurement process to have a minimal impact on the environment. Italso encourages its suppliers to adopt green sustainable supply chain practices.

All manufacturing plants of the Company are certified to EnvironmentManagement System (ISO 14001:2015) Energy Management System (ISO 50001:2018) QualityManagement System (ISO 9001:2015) and Occupational Health and Safety Management System(ISO 45001:2018) under Integrated Management System Certification.

CORPORATE GOVERNANCE

Pursuant to Securities and Exchange Board of India (SEBI) (ListingObligations and Disclosure Requirements) Regulations 2015 Management Discussion andAnalysis Report Report on Corporate Governance Auditor?s Certificate on CorporateGovernance Certificate pursuant to Schedule V read with Regulation 34 (3) and thedeclaration by the Chairman and Managing Director regarding affirmations for compliancewith the Company?s Code of Conduct are 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 theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and in terms of Section 22 ofthis Act read with Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Rules 2013 we report that for the Financial Year ended on March 312022:

1 No. of complaints received in the year Nil
2 No. of complaints disposed off in the year Nil
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 theunstinted support and co-operation given by the banks and financial institutions. YourDirectors would further like to record their appreciation of the efforts by the employeesof the Company and wish to express their gratitude to the Members for their continuedtrust and support.

For and on behalf of the Board of Directors.
Sanjay C. Kirloskar
Chairman & Managing Director
DIN 00007885
Pune: May 24 2022

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