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Kirloskar Pneumatic Company Ltd.

BSE: 505283 Sector: Engineering
NSE: KGKHOSLA ISIN Code: INE811A01020
BSE 00:00 | 03 Dec 157.35 8.25
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NSE 05:30 | 01 Jan Kirloskar Pneumatic Company Ltd
OPEN 151.40
PREVIOUS CLOSE 149.10
VOLUME 89091
52-Week high 177.40
52-Week low 80.00
P/E 23.80
Mkt Cap.(Rs cr) 1,010
Buy Price 157.35
Buy Qty 173.00
Sell Price 157.35
Sell Qty 9.00
OPEN 151.40
CLOSE 149.10
VOLUME 89091
52-Week high 177.40
52-Week low 80.00
P/E 23.80
Mkt Cap.(Rs cr) 1,010
Buy Price 157.35
Buy Qty 173.00
Sell Price 157.35
Sell Qty 9.00

Kirloskar Pneumatic Company Ltd. (KGKHOSLA) - Director Report

Company director report

Your Directors have pleasure in presenting this Report with Audited Annual Accounts ofthe Company for the year ended 31st March 2020.

1. COMPANY SPECIFIC INFORMATION

1.1. Financial Summary & Highlights

The financial results for the year ended 31st March 2020 are summarizedbelow:

Amount in Million
2019-20 2018-19
Total Income 8395.96 7247.50
Profit before tax 719.15 802.29
Tax Expense (Current & Deferred tax) 184.23 249.67
Profit after tax 534.92 552.62
Other Comprehensive Income / (Loss) (213.41) 33.00
Total Comprehensive Income for the year net of tax 321.51 585.62
Transferred to General Reserve 300.00 300.00

Your Company achieved total income of Rs 8395.96 Million for the financial year2019-20 against last year's Rs 7247.50 Million an increase of 15.84%. Your Companyearned a net profit of Rs 534.92 Million against last year's Rs 552.62 Million.

1.2. Reserves

During the reporting year Rs 300 Million has been transferred to the General Reservesof the Company.

1.3. Dividend

During the reporting year the Board of Directors declared first interim dividend of Re1 (50%) per equity share of Rs 2/- each and second interim dividend of Rs 1.70 (85%) perequity share of Rs 2/- each aggregating to Rs 2.70 (135%) per equity share of Rs 2/- eachfor the year 2019-20. The Board of Directors therefore do not recommend any furtherdividend treating two interim dividends paid as final dividend for the year 2019-20.

The aggregate payout in respect of dividend for the year 2019-20 has been Rs 173.40Million and the Company has paid Rs 35.64 Million towards dividend distribution taxthereon.

This is in addition to Rs 96.33 Million paid as final dividend for the year 2018-19 andpayment of Rs 19.80 towards dividend distribution tax thereon.

1.4. Major events that occurred during the year

Segment-wise position of business and its operations

Due to nationwide lockdown imposed by the Central Government in order to contain thespread of COVID-19 Pandemic Company's operations were suspended in all its plants witheffect from 23rd March 2020 which consequently significantly affected thebusiness of the Company during the remaining period of the financial year.

Despite the disruption in business activities due to COVID-19 Pandemic your Companyachieved revenue for the Compression Segment of Rs 7678.33 Million for the financial year2019-20 against last year's Rs 6614.43 Million an increase of over 16%. Revenue for theTransmission Segment remained stagnant around Rs 470 Million for the financial year2019-20.

On the brighter side the Government's focus on Natural Gas did not waver in allocationsfor GAs (Geographical Areas). Your Company received a major part of the CNG orders thatwere

finalized during the lock-down period. Many Rate Contracts were finalized with variousGas Distribution Companies and there was a steady inflow of orders against these RateContracts for various locations in India.

The drop in oil prices was expected to hurt investments in Refineries andPetro-chemicals but all tenders that were floated before the lock-down are progressingsmoothly and your Company has received a few significant orders during the lock-downperiod.

We are also pleased to report that the RoadRailer Operations grew in the last quarterof the year and revenue from the operations was Rs 50 Million.

2. CAPITAL STRUCTURE

Employee Stock Option Scheme

Your Company during the year introduced a stock option scheme in order to motivateincentivize and reward employees. This scheme is called 'KPCL Employee Stock Option Scheme2019' (hereinafter referred as ‘KPCL ESOS 2019' or ‘Scheme'). Your Company viewsemployee stock options as an instrument that would enable the employees to share the valuethey create for the Company and align individual objectives of the employees with theobjectives of the Company. The Board of Directors and the Nomination and RemunerationCommittee of the Company are authorised to administer the said scheme pursuant to theapproval of the shareholders in the Annual General Meeting held on 20th July2019. The Nomination and Remuneration Committee at its meeting held on 22ndOctober 2019 approved the grant of 684000 stock options exercisable into 684000Equity Shares of Rs 2/- each of the Company to its specified employees. KPCL ESOS 2019 isin compliance with the applicable provisions of the Companies Act 2013 and the Rulesissued thereunder Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 ("Employee Benefit Regulations") and other applicableregulations if any.

The disclosures as required under Companies (Share Capital and Debentures) Rules 2014is as under:

Options granted during the year 2019-20 684000
Options vested during the year 2019-20 Nil
Options exercised during the year 2019-20* NA
The total number of shares arising as a result of exercise of option during the year
NA
2019-20*
Options lapsed during the year 2019-20 Nil
The exercise price Rs 120
Variation of terms of options during the year 2019-20 No variation
Money realized by exercise of options during the year 2019-20 Nil
Total number of options in force during the year 2019-20 684000
Employee wise details of options granted to :
1. Key Managerial Personnel:
Mr Aditya Kowshik Managing Director 40000
Mr Suhas S Kolhatkar Vice President and Chief Financial Officer 40000
Mr Jitendra R Shah Company Secretary 8000
2. Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during the year 2019-20. Nil
3. Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant during the year 2019-20. Nil

*Not yet vested

The certificate from M/s P G Bhagwat Chartered Accountants Statutory Auditors of theCompany confirming that the scheme has been implemented in accordance with the aforesaidregulations and in accordance with the resolution passed by the Company at its AnnualGeneral Meeting held on 20th July 2019 would be placed before theshareholders at the ensuing Annual General Meeting. A copy of the same will be availablefor inspection at the Company's website and can be accessed on the following weblinkhttps://www.kirloskarpneumatic.com/site/assets/files/5175/certificate_of_statutory_auditors.pdf The disclosures on the scheme details of options granted changesto the scheme if any etc. are placed on the website of the company as required underEmployee Benefit Regulations 2014 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015dated 16th June 2015 and can be accessed on the following weblinkhttps://www.kirloskarpneumatic.com/site/assets/files/5174/employee_stock_ option_plan.pdfIn line with the Indian Accounting Standards ("Ind AS") 102 on 'Share BasedPayments' issued by the Institute of Chartered Accountants of India ("ICAI")your Company has computed the cost of equity-settled transactions by using the fair valueof the options at the date of the grant and recognized the same as employee compensationcost over the vesting period.

3. AWARDS

During the reporting year your Company has received

HR Association of India conferred three National Level Awards to KPCL: BestDiversity & Inclusion – Diamond Award Most Innovative L & D Program –Gold Award Business HR Award

Your Company was also recognised as Best Employer Brand 2019 by World HRD Congress.During the reporting year your Company has received: Awards in the 33rdNational Convention on Quality Concepts NCQC – 2019 organized by QCFI: 1 "ParExcellence Award Trophy" 1 "Excellence Award Trophy" Awards in the34th Annual Chapter Convention on Quality Concepts CCQC – 2019 organizedby QCFI: 2 "Gold Trophy" 2 "Silver Trophy" 1"Bronze Trophy" Award in the Safety Week Competition 2020 organized by QCFI: 1"Silver Trophy"

4. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

No Loans Guarantees covered under the provisions of Section 186 of the Companies Act2013 are given / provided / made during the reporting year.

During the reporting year the Company subscribed to 487500 Equity Shares of Rs 10/-each of Kirloskar Management Services Private Limited. Company has also made investmentsin Mutual Funds.

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Details of the transfer/s to the IEPF made during the year as mentioned below:

During the reporting year your Company transferred following amount and shares to theInvestor Education and Protection Fund.

Final Dividend for the year 2011-12 2548692
No. of shares of Rs 2/- each 79605

Year wise amount of unpaid / unclaimed dividend lying in the unpaid account up to theYear and the corresponding shares which are liable to be transferred to the IEPF and thedue dates for such transfer:

Sr. No. Year Amount to be Transferred as on 31-03-2020 Corresponding Number of Equity Shares of the Company Date of Transfer
1 Final Dividend 2012-13 2543136 211928 27-Aug-20
2 Final Dividend 2013-14 2154580 215458 27-Aug-21
3 Final Dividend 2014-15 1230910 246182 03-Sep-22
4 Dividend 2015-16 (Interim) 1646365 235195 19-Apr-23
5 Dividend 2015-16 (Interim - PHL) 1430118 158902 06-May-23
6 Dividend 2016-17 (Interim - PHL) 1232182.5 164291 03-May-24
7 Final Dividend 2016-17 4318480 431848 01-Sep-24
8 Final Dividend 2017-18 3871164 322597 29-Aug-25
9 Dividend 2018-19 (Interim) 1627651 1627651 28-Feb-26
10 Final Dividend 2018-19 2399631 1599754 25-Aug-26
11 Dividend 2019-20 (Interim) 1677501 1677501 28-Feb-27
12 Dividend 2019-20 (Second Interim) 3999557.7 2352681 09-Feb-27

Note : The Sr No. 5 & 6 states the amount of dividend declared and paid byerstwhile Pneumatic Holdings Limited which was merged into the Company w.e.f. 28thApril 2017 by virtue of the order of the Hon'ble Bombay High Court.

6. DIRECTORS

i. Changes in Composition of the Board of Directors

All Independent Directors of the Company are registered with the Indian Institute ofCorporate Affairs (IICA) pursuant to the Companies (Appointment and Qualification ofDirectors) Rules 2014 as amended.

In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment& Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within a period ofone (1) year from the date of inclusion of their names in the data bank if required.

Pursuant to special resolutions passed in the Annual General Meeting held on 20thJuly 2019 Mr Sunil Shah Singh and Mr G Krishna Rao were re-appointed as IndependentDirector(s) of the Company. The Board of Directors is of the opinion that both theDirectors hold the highest standards of integrity and possess necessary expertise andexperience in the field in which your Company operates.

Both the Directors hold requisite qualification of proficiency as they have served as aDirector of listed Companies for more than 10 years as on the date of inclusion of theirnames in the databank in terms of Section 150 of the Act read with Rule 6(4) andExplanation thereto of the Companies (Appointment & Qualification of Directors) Rules2014 and they are not required to undertake any online proficiency self-assessment testconducted by IICA.

During the reporting year your Company re-appointed Mr Aditya Kowshik as ManagingDirector upto 1st January 2021 by way of Ordinary Resolution passed in theAnnual General Meeting held on 20th July 2019.

Mr Rahul C Kirloskar Director (designated as ‘Executive Chairman') retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

The necessary resolution for appointment of Mr Rahul C Kirloskar is being placed beforeyou.

ii. Changes in KMP

During the year under review there was no change in the Key Managerial Personnel. iii.Declaration from Independent Directors and Statement on Compliance of Code of Conduct

Your Company has received necessary declarations from all its Independent Directorsstating that they meet the criteria of independence as provided in Sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16 (1) (b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Independent Directors have complied with the code for Independent Directorsprescribed in Schedule IV to the Companies Act 2013.

The Directors and Senior Management Personnel have complied with the Code of Conductfor Directors and Senior Management.

iv. Directors Appointment and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committeeadopted a policy for selection and appointment of Directors Key Managerial Personnel(KMP) and Senior Management Personnel and their remuneration. Policy also consists of theguidelines for determining the remuneration of Executive Directors Non-ExecutiveDirectors KMP and Senior Management and Directors & Officer's Liability Insurance.

The Remuneration Policy is available on the website of the Company viz. www.kirloskarpneumatic.com

v. Board Evaluation

The annual evaluation framework for assessing the performance of Directors comprisesthe following key areas:

a) Attendance in the meetings participation and independence during the meetings;

b) Interaction with Management;

c) Role and accountability of the Board;

d) Knowledge and proficiency;

e) Strategic perspectives or inputs.

The evaluation involves assessment by the Nomination and Remuneration Committee andBoard of Directors. A member of the Nomination and Remuneration Committee and Board doesnot participate in the discussion of his / her evaluation.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out performance evaluation of its own performance and that of its committees andindividual Directors.

vi. Number of Meetings of the Board

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings were convened and held the details of which are given inthe Report on Corporate Governance. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

vii. Composition of Committee Meetings

The composition of the Audit Committee Nomination and Remuneration Committee &Stakeholders' Relationship Committee constituted by the Board under the Companies Act andListing Regulations as well as changes in the composition if any and no. of meetings heldduring the year forms part of the Report on Corporate Governance.

viii. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanation obtained by them the Directors in terms of clause (c) of Sub-section (3) ofSection 134 state that:

a) In the preparation of the annual accounts the applicable Indian AccountingStandards (IND AS) have been followed and there have been no material departures;

b) Accounting policies as mentioned in the financial statements have been selected andapplied consistently and made judgments and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairs of the company as at 31stMarch 2020 and of the profit of the company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for prevention and detection of fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down for the company and that suchinternal financial controls are adequate and are operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws arein place and that such systems are adequate and operating effectively.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered into during the financial year wereon an arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

The statement that the transactions are at arm's length and in the ordinary course ofbusiness is supported by a certificate from the Managing Director. The Company has alsoobtained the certificate from a Chartered Accountant on periodical basis.

All Related Party Transactions have been placed before the Audit Committee for theirapproval and to the Board as and when required.

In certain cases prior omnibus approval of the Audit Committee is obtained on a yearlybasis. The transactions entered into pursuant to the omnibus approval so granted arereviewed by the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.

The disclosures as per Indian Accounting Standards (IND AS) for transactions withrelated parties are provided in the Financial Statement of the Company.

8. RISK MANAGEMENT

The provisions related to the Risk Management Committee of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable to the Company.

The Company has a Risk Management Committee of Board Corporate Risk ManagementCommittee and Segment Level Risk Committees.

The Company has a Risk Management framework to identify evaluate business risks andopportunities. To strengthen the risk management framework Company has Segment Level RiskCommittees Corporate Risk Management Committee and Board level Risk Management Committee.This framework seeks to minimize adverse impact on the business objectives and enhance theCompany's competitive advantage.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of the Internal Audit is decided by the AuditCommittee and the Board. To maintain its objectivity and independence the Board hasappointed an external Auditor which reports to the Audit Committee of the Board on aperiodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies for various functions of the Company. Based on the report ofInternal Auditor process owners undertake corrective action wherever required in theirrespective areas and thereby strengthen the controls further. Audit observations andactions taken thereof are presented to the Audit Committee of the Board on periodic basis.

During the reporting year Internal Financial Controls laid down by the Board weretested for adequacy & effectiveness and no reportable material weakness in the designor operations were observed. The Company has policies and procedures in place for ensuringproper and efficient conduct of its business safeguarding of assets prevention anddetection of frauds and errors accuracy and completeness of accounting records and timelypreparation of reliable financial information. Statutory Auditors have also certifiedadequacy of internal financial controls system over financial reporting.

10. AUDITORS

a) Statutory Auditors

The Auditors of the Company M/s P G Bhagwat Firm Registration No. 101118W CharteredAccountants Pune were appointed for a period of five years in 41st AnnualGeneral Meeting. They continue to be the Auditors of the Company for the financial year2020-21 also.

There are no qualifications reservations or adverse remarks or disclaimer made by theStatutory Auditors in their Audit Report for the year ended 31st March 2020.

b) Cost Auditors

The Board of Directors had on the recommendation of the Audit Committee appointed M/sSudhir Govind Jog a proprietary firm of Cost Accountant to audit the cost accounts of theCompany for the financial year 2020-21 on a remuneration of Rs 0.6 Million.

As required under the Companies Act 2013 the remuneration payable to the cost auditoris required to be placed before the Members in a general meeting for their ratification.Accordingly a resolution seeking Members' ratification for the remuneration payable toM/s Sudhir Govind Jog a proprietary firm of Cost Accountant for the year ended on 31stMarch 2021 is included at Item No. 4 of the Notice convening the 45th AnnualGeneral Meeting.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s SVD & Associates a partnership firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as Annexure "1" containing few observations made by theSecretarial Auditors in their Secretarial Audit Report for the year ended 31stMarch 2020 which are self-explanatory.

M/s SVD & Associates a partnership firm of Company Secretaries has submittedAnnual Secretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019dated 8th February 2019. There are few observations made by the SecretarialAuditors in their Annual Secretarial Compliance Report for the year ended 31stMarch 2020 which are self-explanatory.

11. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from 1st October 2017. The Company is in compliance withthe revised Secretarial Standards.

12. REPORTING OF FRAUDS BY AUDITORS

During the reporting year neither the statutory auditors nor the secretarial auditorhas reported to the Audit Committee under Section 143 (12) of the Companies Act 2013any instances of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in the Board's report.

13. CORPORATE GOVERNANCE

The Company endeavors to maximize the wealth of the shareholders by managing theaffairs of the Company with pre-eminent level of accountability transparency andintegrity. A report on Corporate Governance including the relevant Auditors' Certificateregarding compliance with the conditions of Corporate Governance as stipulated inRegulation 34 (3) read with Part E of Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 along with Management Discussion and Analysisare annexed and forms part of the Annual Report. Discussion on state of Company's affairshas been covered in the Management Discussion and Analysis Report.

14. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-section (3) of Section 92 of theCompanies Act 2013 is available on the website of the Company namelywww.kirloskarpneumatic.com

15. CORPORATE SOCIAL INITIATIVES

As part of its initiatives under Corporate Social Responsibility (CSR) the Company hasundertaken projects in the areas of Promoting Education Education of Girls EnvironmentHealth and Sanitation. These projects are largely in accordance with Schedule VII of theCompanies Act 2013.

Your Company has contributed an amount of Rs 6.5 Million by way of donation toKirloskar Institute of Advanced Management and Studies for promoting education.

Sanitation which is a national agenda your Company has taken the initiative to createawareness about WaSH (water sanitation and hygiene) among 32000+ students from 41schools in the vicinity of Hadapsar Saswad and Nasik Plant by deploying 130+ employeevolunteers (3200+ manhours contribution) and training these volunteers to implementvarious WaSH modules throughout the academic year.

Kirloskar Vasundhara Film Festival on the theme of "NO to Plastic YES toEarth" was organized by your Company through ‘Kirloskar Vasundhara Club' ofemployee volunteers in 14 schools and 1 college in the vicinity of Hadapsar and SaswadPlant during this year creating awareness about plastic pollution for 14000+ students.

To create awareness about HIV AIDS amongst different sections of the society yourCompany's DISHA project reached out to 63000+ members of the general community includingsecondary school and junior college students.

Your Company has carried out preventive health eye checkup of 16000+ students (1600+students vision improved by providing free spectacles) from 12 schools and colleges in thevicinity of Hadapsar and Saswad Plant. Additionally 788 teachers from 19 schools andcolleges underwent preventive health checks.

200 socio-economically challenged students majority being girls from schools in thevicinity of Hadapsar and Saswad Plant are supported and developed from 5th to10th Std. through Bharari initiative. After 10th Std. these studentsare supported for continued education by way of Swabhiman Scholarship.

Your Company is supporting Education of 30 girls by supporting daughters of workmen ofCold Storage Units from UP Gujarat Rajasthan and MP. This unique CSR Initiative namedKaShi is implemented by employee Volunteers from its North and West Regional Offices incollaboration with respective State Cold Storage Associations.

CSR Policy in brief:

The focus of CSR activities will be on Education Environment and Health.

While devising projects care should be taken to promote education health andsanitation protect the environment and minimize adverse impact if any on the society atlarge.

The Company is committed to uphold the interests of all the stakeholders byimplementing the various guidelines like business excellence models.

The Company shall spend at least 2% (two percent) of the average net profitscalculated in accordance with the provisions of the Companies Act 2013 and Rulesthereunder made by it in three immediately preceding financial years in every financialyear.

Any income or surplus arising out of CSR activities undertaken by the Company will formpart of the corpus earmarked for CSR activities.

Any surplus arising out of any of the CSR activities carried out by the Company willnot be treated as part of the business profits of the Company.

The Annual Report on CSR Activities is annexed herewith as Annexure "2".

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure"3".

17. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as required under Regulation 34(2)(f) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended forms part of thisAnnual Report.

18. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OFREPORT

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the Financial Statements relate and the date of this Report.

19. MAINTENANCE OF COST RECORDS

Your Company confirms that the maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 is required bythe Company and accordingly such accounts and records are made and maintained.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and Employees to reporttheir genuine concerns details of which have been given in the Report on CorporateGovernance.

22. FIXED DEPOSIT

Your Company has discontinued accepting fixed deposits since 2001-02. As such as of 31stMarch 2020 there are no fixed deposits outstanding.

23. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and Employees as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 have been annexed asAnnexure "4" to this Report.

In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the names and other particulars of Employees are available at the Registered Officeof the Company during working hours for a period of 21 days before the Annual GeneralMeeting and shall be made available to any shareholder on request.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has formulated 'Prevention of Sexual Harassment of Women at WorkplacePolicy' and the highlights are communicated to all Employees and also displayed across allits locations as well as on its intranet and the website.

Your Company has complied with provisions relating to constitution of InternalCommittee (IC) under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. IC meets every quarter and submits the minutes of meeting to theemployer i.e. Managing Director. During the reporting year four such meetings wereconducted and no complaint has been received.

During the reporting year to create ongoing awareness your Company has :

• Continued with a PoSH Awareness Module in its employee induction program.

• Nineteen workshops (including awareness module in induction programs) conductedin 2019-20 for 169 participants.

• E-learning module completed by 202 participants.

25. EMPLOYEES

Your Company has taken several initiatives for Human Resource Development and manpowerretention. Manpower is classified under Frontend Internal and Support functions forbetter Customer Reach and Support. Assessment of Values & Leadership Competenciesidentifying training needs through the 70-20-10 format Career Counseling and ManagementDevelopment Programs are some of the initiatives adopted by your Company. Trainingprograms are designed to enhance skills knowledge and behavior. Employees are motivatedthrough empowerment and rewards for good performance. Adoption of 5S across the Companyhas led to a clean and healthy environment. The Company has achieved an India benchmarkemployee engagement score of 85 in the engagement survey 2019 conducted by an externalIndependent Agency. CII in its 10th HR Excellence Award 2019 has conferred yourCompany with the "Prize for Leadership in HR Excellence" crossing the 600+ scoreband.

Your Company has 711 permanent employees on its rolls as on 31st March2020.

26. CAUTIONARY STATEMENT

Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute ‘forward looking statements' within the meaning of applicable laws andregulations. Actual results may differ materially from those either expressed or implied.

27. ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all your Company's Employees fortheir enormous personal efforts as well as their collective contribution to your Company'sperformance. The Directors would also like to thank the shareholders customers dealerssuppliers bankers and all other stakeholders for their continued support and theirconfidence in its management.

For and on behalf of the
Board of Directors
sd/-
Rahul C Kirloskar
Place : Pune Executive Chairman
Date : 25th June 2020 DIN 00007319

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