The Directors present the 75th Annual Report of KirloskarElectric Company Limited (hereinafter referred as "the Company" or"KECL") along with the audited financial statement for the financial year endedMarch 312022. The consolidated performances of the Company and its subsidiaries have beenreferred to wherever required.
Review of performance and state of Company's affairs:
During the year under report your Company achieved a total turnover ofRs 44239/- Lakhs (previous year Rs 28119/- Lakhs). The operations have resulted inprofit of Rs 3325/- Lakhs (previous year profit was Rs 2114/-Lakhs).
The financial summary and highlights are as follows:
(Rs in lakhs)
|PARTICULARS ||Standalone ||Consolidated |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Revenue from operations ||33467 ||27758 ||33467 ||27758 |
|Other income (Net) ||10772 ||361 ||11902 ||770 |
|Total Revenue ||44239 ||28119 ||45369 ||28528 |
|Total Expense ||38423 ||38906 ||38630 ||33339 |
|Profit before Exceptional items ||5816 ||(10787) ||6739 ||(4811) |
|Exceptional Items ||- ||- ||- ||- |
|Profit / (Loss) before tax ||5816 ||(10787) ||6739 ||(4811) |
|Tax Expense ||- ||- ||- ||- |
|Profit / (Loss) after tax ||5816 ||(10787) ||6739 ||(4811) |
|Total other comprehensive income ||(2491) ||12901 ||(2491) ||12901 |
|Total comprehensive income for the period ||3325 ||2114 ||4248 ||8090 |
Note: The above figures are extracted from the audited standaloneand consolidated financial statements as per Indian Accounting Standards (Ind AS).
The pandemic continued to be a global challenge creating disruptionacross the country. During the first quarter of FY 2021-22 the delta variant had sternimpact as this variant turned out to be more tedious among other variants. The Governmenthad imposed stringent norms and guidelines to curb the spread of Covid variant across theCountry.
The third wave i.e. omicron variant seemed to spread much faster thanthe delta variant however its impact was placid. None of the factories were shut downduring the period under review due to Covid and were operational throughout the year.Multiple response measures have been implemented to ensure our sites are COVID-19 safeworking environments. There has been extensive engagement with labour unions and severalsteps and welfare measures have been taken to ensure safety and well-being of employees.The Company being responsible and resilient observed all the governmentadvisories/guidelines from time to time thoroughly and in good faith.
At the same time given the overall uncertainty in business conditionsraw material prices are exhibiting increased volatility. They would need to be criticallymonitored to cushion the impact on profitability. Standing by its core commitment theCompany is navigating through these unprecedented times by building stronger and deeperrelationships with customers and its vendors.
In view of the accumulated losses the Board of Directors of yourCompany has not recommended any Dividend for the year under review.
Transfer to Reserves:
In view of the accumulated losses the Board of Directors of yourCompany has not transferred any amount to the Reserves for the year under review.
Change in the nature of business:
There was no change in nature of the business of the Company during thefinancial year ended on March 312022.
As on March 312022 the paid up share capital of your Company stood atRs 664140710/- divided into 66414071 Equity Shares of Rs 10/- each.
Disclosure under section 43(a)(ii) of the Companies Act 2013:
The Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)of the Companies (Share Capital and Debenture) Rules 2014 has been furnished.
Disclosure under section 54(1)(d) of the Companies Act 2013:
The Company has not issued any sweat equity shares during the financialyear under review and hence no information as per provisions of Section 54(1)(d) of theAct read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 hasbeen furnished.
Disclosure under section 55(2) & 77 of the Companies Act 2013:
The Company has not redeemed any shares / debentures during thefinancial year under review and hence no information as per provisions of Section 55(2)& 77 of the Act read with the Companies (Share Capital and Debenture) Rules 2014 hasbeen furnished.
Disclosure under section 62(1)(b) of the Companies Act 2013:
The Company has not issued any equity shares under Employees StockOption Scheme during the financial year under review and hence no information as perprovisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (ShareCapital and Debenture) Rules 2014 has been furnished.
Disclosure under section 67(3) of the Companies Act 2013:
During the financial year under review there were no instances ofnon-exercising of voting rights in respect of shares purchased directly by employees undera scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules 2014 and hence no information has been furnished.
Transfer to Investor Education and Protection Fund:
As required under the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 ("IEPF Rules") during thefinancial year 2021-22 matured deposits for the financial year 2014-15 amounting to Rs650000/- (Rupees Six Lakh and Fifty Thousand Only) were transferred to the InvestorEducation and Protection Fund ("IEPF").
Subsidiaries associate companies & joint ventures:
The Company has four wholly owned subsidiaries one step-downsubsidiary one associate Company and one Joint venture.
The Consolidated Financial Statements of the Company and its Subsidiaryare prepared in accordance with the applicable accounting standards issued by theInstitute of Chartered Accountants of India and forms part of this Annual Report.
Neither the Executive Chairman and nor whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries associateCompany.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 the reports on the performance and financialposition of each of the subsidiary and associate companies have been provided in FormAOC-1 appended to this report.
|SL. No. Particulars ||(Rs in Lakhs) |
|1. Accepted / renewed during the year ||Nil |
|2. Remained unpaid or unclaimed at the end of the year. ||32.10* |
|3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved:- || |
| Atthe beginning of the year || |
| Maximum during the year || |
| Atthe end of the year ||N/A |
|4. Details of deposits which are not in compliance with the requirements of Chapter V of the Act; ||Nil |
*These are deposits which are matured but are unclaimed during the yearunder review. The Company has taken all possible efforts to contact the FDR Holders bysending them reminders.
The Company also has Rs 4234732/- in form of liquid assets asrequired under Section 73 of the Companies Act 2013 read with rule 13 of the Companies(Acceptance of Deposits) Amendment Rules 2018.
Directors and Key Managerial Personnel:
Your Company has a well-diversified Board comprising of Directorshaving skills competencies and expertise in various areas to ensure effective corporategovernance of the Company.
As on March 312022 the Board comprised of 10 (ten) Directors out ofwhich 6 (Six) were Non-Executive Independent Directors 2 (two) Non Executive NonIndependent Director 1 (one) among them is a woman Director and 2 (two) ExecutiveDirectors.
In accordance with the provisions of section 152 of the Companies Act2013 and Articles of Association of the Company Mrs. Meena Kirloskar (DIN: 00286774) aNon-executive Director being longest in the office shall retire by rotation and beingeligible has offered herself for re-appointment. The resolution seeking members'approval for her appointment forms part of the AGM Notice.
Mr. Ravi Ghai (DIN: 08715119) resigned from the post of NomineeDirector with effect from February 09 2022. The Board has appointed him as AdditionalDirector (Non-Executive) of the Company at its meeting held on July 12 2022 who shallhold office upto the date of ensuing Annual General Meeting of the Company. The members'approval is sought towards appointment of Mr. Ravi Ghai as Non-Executive IndependentDirector of the Company. Detailed resolutions seeking members' approval for hisappointment forms part of the AGM Notice.
The Board has appointed Mr. Anand B Hunnur as Additional Director ofthe Company at its meeting held on July 12 2022 who shall hold office upto the date ofensuing Annual General Meeting of the Company. Subject to the approval of members Mr.Anand B Hunnur shall be appointed as Managing Director of the company for a term of three(03) years w.e.f July 12 2022.
The Key Managerial Personnel (KMP) of the Company as on March 31 2022were Mr. Vijay Kirloskar Executive Director Mr. Sanjeev Kumar Shivappa Director(Finance) & Chief Financial Officer and Executive Director and Ms. K S Swapna LathaSr. General Manager (Legal) & Company Secretary.
Ms. K S Swapna Latha Sr. General Manager (Legal) & CompanySecretary has resigned from the position and the Board of Directors has accepted herresignation with effect from April 20 2022. Subsequently Mr. Mahabaleshwar Bhat has beenappointed as General Manager (Corporate Affairs) & Company Secretary of the companyw.e.f July 12 2022.
During the year under review the Non-Executive Directors (NEDs) of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission and reimbursement of expenses incurred by them if applicable for thepurpose of attending Board/ Committee meetings of the Company.
Independent Director proposed to be appointed:
The Board of directors considers that on account of vast knowledge andexperience of Mr. Ravi Ghai (DIN: 08715119) his appointment as Non-Executive IndependentDirector of the Company will be in the best interest of the Company.
Declaration by Independent Directors
In terms of the provisions of Section 149(7) of the Companies Act2013 the company has received declarations from all the independent directors statingthat they continue to meet the criteria of independence as provided under the provisionsof Section 149 (6) of the Companies Act 2013 read with the Rules made thereunder and theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
In terms of regulation 25(8) of the Listing Regulations they haveconfirmed that they are not aware of any circumstances or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties. Based upon the declarations received from the Independent Directors the Board ofDirectors have confirmed that they meet the criteria of independence as mentioned underRegulation 16(1)(b) of the Listing Regulations and that they are independent of themanagement.
All Independent Directors have affirmed compliance to the code ofconduct for independent directors as prescribed in Schedule IV of the Companies Act 2013and the Code of Conduct for Directors and senior management personnel formulated by theCompany.
All independent directors have registered their names in theIndependent Director's Databank. In the opinion of the Board the independent directors soappointed / re-appointed possess the requisite expertise experience and proficiency andare of integrity.
Evaluation of Directors Committees and the Board:
The evaluation process has been explained in the Corporate GovernanceReport which forms part of the annual report.
Number of meetings of the Board of Directors and its Committees:
The Board of directors met six (06) times during the year under reviewwhich was held through Video Conference mode / other audio visual means.
The maximum interval between any two meetings was within the maximumallowed gap pursuant to the Companies Act 2013 and SEBI Listing Regulations read with theCirculars issued by MCA and SEBI with respect to increase in the gap and extension forholding meetings due to COVID-19 pandemic.
The Board meetings were held on June 29 2021 August 112021September 212021 November 10 2021 February 09 2022 and March 112022.
The composition and the details of the meetings of the Board and itsCommittee held during the year are contained in the Corporate Governance Report whichforms part of the annual report.
Nomination and Remuneration Policy:
The Nomination and Remuneration Committee is responsible forrecommending to the Board a policy relating to the remuneration of the Directors KeyManagerial Personnel and other employees. The Nomination and Remuneration Policy has beenappended to this report as Annexure - I and is also available on the website of theCompany at https://kirloskarelectric.com/investors/investors- information/policies.html.
Risk Management Policy:
Your Company has devised and implemented a comprehensive 'RiskManagement Policy' which provides for identification assessment and control of risks thatthe company would face in the normal course of business and mitigation measures associatedwith them. The Management identifies and controls risks through a properly definedframework in terms of the aforesaid policy.
The Risk management policy has been appended to this report as Annexure-II.
The information required under Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is disclosed in the Annexure - A.
Particulars of employees:
In terms of the provisions of Section 197(12) of the Companies Act2013 read with rules 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended a statement showing disclosures pertainingto remuneration and also the names and other particulars of the employees drawingremuneration in excess of limits set out in the said rules are provided in the Annexure- A to the Board's Report which forms part of the annual report.
According to the provisions of Section 134(3)(a) a copy of AnnualReturn i.e. Form MGT-7 for the year ended March 312021 has been placed on the Company'swebsite: https://kirloskarelectric.com/investors/investors-information/financial.html
Director's Responsibility Statement:
We the Directors of your Company confirm to the best of ourknowledge and ability that:-
(a) in the preparation of the annual accounts the applicableaccounting standards have been followed and there are no material departures;
(b) we 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 / loss of the Company for that period;
(c) we have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) we have prepared the annual accounts on a going concern basis;
(e) we have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively.
(f) we have devised proper systems to ensure compliance with theprovisions of all applicable laws to the Company and that such systems were adequate andoperating effectively.
Particulars of loans guarantee investments and securities:
There were no loans and advances guarantees investments made orsecurity given to any Body Corporate by the Company during the financial year 2021-22.
Particulars of loans advances investments as required under thelisting regulations:
The details of related party disclosures with respect to loansadvances investment at the year end and maximum outstanding amount thereof during theyear as required (under part A of Schedule V of the Listing Regulations) have beenprovided in the notes to the financial statement of Company.
Your directors draw attention of the members to note no. 17 &36(12) of the standalone financial statements which sets out the details of loan andadvance guarantee or investment.
Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by theCompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto aredisclosed in Form No. AOC -2 appended hereto.
All related party transactions that were entered into during thefinancial year were on an arm's length basis and in the ordinary course of business andwere in compliance with the applicable provisions of the Companies Act 2013 ('the Act')and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and theprovisions of Section 188 of the Companies Act 2013 are not attracted.
There were no materially significant Related Party Transactions made bythe Company during the year that would have required Shareholder approval as per provisionof Companies Act 2013 read with applicable rules and Regulation 23 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. All related partytransactions are placed before the Audit Committee for approval. Prior Omnibus approval ofthe Audit Committee is obtained for the transactions which are of foreseen and repetitivenature. The transactions entered into pursuant to the omnibus approval so granted alongwith a statement giving details of all related party transactions is placed before theAudit Committee from time to time.
The Policy on Related Party Transaction is available on the Company'swebsite (URL: https://www.kirloskarelectric.com/images/pdf/investor/policies/Policy-on-related-party-transactions.pdf
Your directors draw attention of the members to note no. 36(12) to thestandalone financials statement which sets out the related party disclosures.
Corporate Social Responsibility:
In terms of section 135 of the Companies Act 2013 the Company has aduly constituted CSR Committee and CSR Policy of the Company wherein the Company isrequired to spend two percent of the average net profits of the Company for the threeimmediately preceding financial years. Since none of the Criteria's for the applicabilityof CSR spending are attracted for the Company there is no obligation for the Company tospend CSR amount for the FY 21-22.
The policy can be accessed at the following URL:https://www.kirloskarelectric.com/investors/investors-information/policies.html
The salient Features of the policy as well as the details with respectto the Committee and the meetings are contained in the Corporate Governance Report whichforms part of the annual report.
A responsibility statement of the CSR Committee that the implementationand monitoring of CSR policy is in compliance with CSR objectives and policy of theCompany:
The CSR Committee hereby confirms that the implementation andmonitoring of CSR policy has been carried out with all reasonable care and diligence andthe same is in compliance with the CSR objectives and the policy of the Company. Howeveras explained above the CSR provisions are not applicable to the Company for the FY 21-22as per the requirements mentioned in the Companies Act 2013.
Conservation of energy technology absorption Research &development and foreign exchange earnings and outgo:
The relevant data pertaining to conservation of energy technologyabsorption and other details are given in the Annexure - III which forms part ofthis report.
Material Changes affecting the Company:
There have been no material changes and commitments affecting thefinancial positions of the Company between the end of the financial year and date of thisreport. There has been no change in the nature of business of the Company.
Significant and material orders passed by the Regulators or Courts:
There were no significant and material orders passed against theCompany by the regulators or courts or tribunals during financial year 2021-22 impactingthe going concern status and Company's operations in future.
Vigil mechanism for Directors and Employees:
The Company has adopted a Whistle Blower Policy establishing vigilmechanism to provide a formal procedural course to the directors and employees to reporttheir concerns about any poor or unacceptable practices or any event of misconduct orviolation of Company's code of conduct. The purpose of this policy is to provide aframework to secure whistle blowing incidents and to protect the employees who are willingto raise concerns about serious irregularities within the Company. The policy provides foradequate safeguards against victimization of employees who avail of the mechanism and alsoprovides for direct access to the Chairman of the Audit Committee. It is affirmed that nopersonnel of the Company has been denied access to the Audit Committee. The policy ofVigil Mechanism is available on the Company's website athttps://kirloskarelectric.com/investors/investors-information/policies.html
M/s. K N Prabhashankar & Co. (Formerly known as Ashok KumarPrabhashankar & Co.) chartered accountants (Firm Registration no. AAD-7041) werere-appointed as auditors of the Company to hold office from the conclusion of the 72ndAnnual General Meeting until the conclusion of the 77th Annual General Meetingof the Company .
Pursuant to Section 141 of the Act the Auditors have represented thatthey are not disqualified and continue to be eligible to act as the Auditor of theCompany.
The standalone and the consolidated financial statements of the Companyhave been prepared in accordance with Indian Accounting Standards (Ind AS) notified underSection 133 of the Act.
The Auditors' Report is enclosed with the financial statements in thisReport. The Statutory Auditors were present in the last AGM.
M/s. Sundar and Associates (AF no. 1172) Chartered AccountantsMalaysia were reappointed as the auditors for conducting audit of sales office at KualaLumpur and to hold the office from the conclusion of 74th Annual GeneralMeeting until the conclusion of 75th Annual General Meeting of the Company.Based on the recommendation of the Audit Committee the Board of Directors of the Companyhas proposed to appoint M/s. Sundar and Associates (AF no. 1172) Chartered AccountantsMalaysia as auditors for conducting audit of sales office at Kuala Lumpur and to hold theoffice from the conclusion of 75th Annual General Meeting until the conclusionof 76th Annual General Meeting of the Company subject to the approval of themembers of the Company.
The Company has appointed B K Ramadhyani & Co. LLP CharteredAccountants (LLP Registration no. AAD-7041) Bengaluru as its internal auditors for2021-22.
M/s. Rao Murthy and Associates Cost Accountants (Firm Registrationno. 000065) were appointed as cost auditors of the Company for the financial year endedMarch 312022. The Board of Directors of your Company has fixed Rs 450000/- (Rupees FourLakhs Fifty Thousand only) as audit fees which requires ratification by the members ofthe Company in terms of the applicable provisions of the Companies Act 2013. Accordinglya resolution seeking members' approval has been set forth in the notice of the 75thAnnual General Meeting of the Company.
Disclosure under section 148(1) of the Companies Act 2013:
During the period under review the Company has conducted the audit ofcost records and maintained the cost records as specified by the Central Government undersection 148(1) of the Companies Act 2013.
M/s. S P Ghali & Co. Company Secretaries Belgaum were appointedas secretarial auditors of the Company to conduct secretarial audit for the financial year2021-22 in terms of the provisions of Section 204 of the Companies Act 2013. The auditreport is enclosed as Form MR - 3.
Explanations or comments on auditors' qualifications / adverse remarks/ emphasis on matters:
a. The subsidiaries are taking active steps to repay the dues of theCompany from collection of book debts assigned and from disposal of immovable propertiestransferred apart from debts transferred as referred in the auditor's qualification. TheBoard of directors is confident of realisation of entire amounts due from the Subsidiariesas we are sure of realizing much more amount from the sale of immovable properties.
b. The Company is in the process of completing the review andreconciliation of receivables / book debts and in our opinion any further provisionrequired will not have material impact on the financial results of the Company and we areconfident of realizing the book debts
The detailed Company's explanation thereto has been given in therelevant notes to accounts.
During the financial year 2021-22 the Company has complied withprovisions of applicable Secretarial standards issued by the Institute of CompanySecretaries of India.
Reporting of Fraud by Auditors:
During the year under section 143(12) of the Companies Act 2013neither the Internal Auditors Statutory Auditors nor Secretarial Auditors have reportedto the Audit Committee or the Board of the Company any material fraud by its officers oremployees therefore no details are required to be disclosed under Section 134(3) (ca) ofthe Companies Act 2013.
Management Discussion and Analysis:
The Management Discussion and Analysis Report ("MDAR") forthe year under review as prescribed under Part B of Schedule V read with Regulation 34 ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is appended hereto as Annexure- IV and forms part of this report.
Details in respect of adequacy of internal financial controls withreference to the financial statement:
The Company has a robust system of internal financial control which isin operation. The internal financial controls have been documented digitized and embeddedin the day to day affairs of the business process of the Company. The effectiveness of theinternal financial controls are obtained through management reviews at regular intervalsassessments monitoring by the functional experts as well as auditing of the internalcontrol systems by the internal auditors during the course of their audits. We believethat these systems provide better assurance that our internal financial control systemsare well designed and are operating effectively.
Your Company is committed to maintain the highest standards ofCorporate Governance and adheres to the Corporate Governance requirements set out by theSecurities and Exchange Board of India ("SEBI").
Your Company's corporate governance report for the financial year2021-22 is appended to this annual report. A certificate on the status of compliance oncorporate governance is also appended and forms part of this annual report.
Prevention of Sexual Harassment at Workplace:
Your Company has zero tolerance policy in case of sexual harassment atworkplace and committed to provide a healthy environment to each and every employee of theCompany. The Company has in place Policy on prevention of sexual harassment. In terms ofsection 22 of the Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013 read with Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Rules 2013 we report as follows for the year ended on March312022:
|Sl. No Particulars ||Status |
|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 ||Nil |
|4 No of workshops and awareness programme(s) conducted in the year ||4 |
|5 Nature of action by employer or District office if any ||Nil |
Participation and voting at 75Ih AGM:
Pursuant to Circular nos. 14/2020 17/2020 20/2020 & 02/2021 datedApril 08 2020 April 13 2020 May 05 2020 January 13 2021 & May 05 2022respectively issued by Ministry of Corporate Affairs and CircularSEBI/HO/CFD/CMDI/CIR/P/2020/79 dated May 12 2020 issued by SEBI the 75th AGMof the Company will be held VC/OAVM. Electronic copy of the Annual Report for the yearended
March 312022 and Notice of the AGM are being sent to all the memberselectronically whose email IDs are registered with the Company / DepositoryParticipants(s) for communication purposes. A copy of the notice of the AGM and annualreport are also available for download from the website of the Company atwww.kirloskarelectric.com.
Disclosure with respect to compliance to Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirement) 2015 as amended from time to time:
The details with respect to Compliance with the SEBI (LODR Regulations)during the year are contained in the Corporate Governance Report which forms part of theannual report.
The Board of Directors takes the opportunity to express its sincereappreciation for the continued support and confidence received from the Company's bankerscustomers suppliers depositors and the shareholders.
The Company considers its employees as its most valuable asset.Employees at all levels have put in their best to the services of the Company and theBoard puts on record the sincere appreciation of their dedication and loyalty.
| ||For and on behalf of the Board of Directors |
| ||Kirloskar Electric Company Limited |
| ||Vijay R Kirloskar |
|Place: Bengaluru ||Executive Chairman |
|Date: 12.07.2022 ||DIN: 00031253 |