Kilburn Engg. Director Discussions


For The Financial Year Ended 31st March, 2023

The Directors of your Company are pleased to present the 35th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2023.

financial results

in lacs

Financial Results Year ended 31st March, 2023 Year ended 31st March,2022
Revenue from Operalions 22.153 12,275
Total Expenses (excluding finance cost & depreciation) 18.685 10,979
Profit from Operations before Depreciation, Finance cost and Tax 3.468 1296
Other Income 1,466 165
Finance Costs 792 878
Depreciation & Amorli/alion Expenses 265 279
Profit Before Tax 3.877 304
Tax Expenses 863 149
Profit/(Loss) for the Year 3,014 155

state of companys affairs

Revenue from Operations for the year under review increased to 22,153 Lakhs as against 12,275 Lakhs for the previous year registering an increase of 80.47%. Profit from Operations before Depreciation, Interest and taxation excluding other income was higher by 2,172 Lakhs. Profit after taxation stood at 3 ,014 Lakhs against 155 Lakhs in the previous year.

transfer to reserves

Your Directors do not propose to transfer any amount to general reserves for the financial year ended March 31, 2023.

dividend

The Board is pleased to recommend a divided of 1/- per share for the Financial Year 2022-23. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The Register of Members and Share Transfer Books will remain closed from 21-09-2023 to 27-09-2023 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2023.

share capital

The issued, subscribed and paid-up equity share capital as on March 31, 2023 was 35,80,85,940/-

During the year 2022 - 23, the Company has redeemed 1,55,00,000 Cumulative Redeemable Preference Shares (CRPS ) amounting to 1550 Lakhs, allotted to RBL Bank Ltd. at a Fair Value of 535 Lakhs. The resultant gain on early redemption of CRPS amounting to 1015 Lakhs, has been included in "Other Income" during the year 2022 - 23.

Issue of equity shares on conversion of warrants on preferential basis

During the year 2022 - 23, the Company has allotted by way of preferential issue, 15,00,000 equity shares of 10 each at a premium of 24 per equity share to the allottees in Promoter Category upon conversion of equivalent number of warrants on 29th November, 2022.

material changes between the end of financial year and date of the board report

The Company on April 21, 2023, issued and allotted by way of Preferential Issue, 34,50,000 warrants convertible into equivalent number of Equity Shares of the Company at an issue Price of 80/- (including premium of 70/- each) to the persons belonging to Public and promoter Category. The Company has received 6,90,00,000/- being 25% of issue price as application money.

Further, the Company on April 21, 2023 also issued and allotted by way of Preferential Issue 5,50,000 equity shares of 10/-each at a premium of 70/- per share to the persons belonging to Public Category amounting to 4,40,00,000/-.

The Company had issued 44,11,764 Convertible Warrants of face value of 10/- each at a premium of 24/- each on preferential basis to the allottees under Promoter Category in FY 2021-22. Out of the total warrants issued in the previous year, 12,11,764 warrants pending for conversion into equity shares were converted into 12,11,764 equity shares of face value of 10/- each at a premium of 24/- each on 19th June, 2023.

BSEs in-principal approval and Listing approval were received on submission of required documents for the aforesaid issue of securities and the proceeds thereof were utilized for working capital requirements of the Company.

Other than the aforesaid issue of securities, there have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report,

operational review & state of the companys affairs

As you are aware your company is primarily engaged in Designing, Manufacturing, & Commissioning Customized / Critical Equipment/Systems for critical applications across a wide range of industries,

Process Equipment (PE): An improved economic environment led to a substantially higher inflow of orders as compared to the previous year,

Some of the orders which have been received and which were and are being executed during the year under review are :

• Silos for storage of PTA.

• Metal extraction plant for extraction of exotic material from refinery spent catalyst,

• Dryer, cooler, Granulator and Coater for fertilisers,

• Calciner package for API (Active Pharmaceutical Ingredients) industry,

Food Processing Equipment

During the year under review we have bagged a total of 103 orders in the domestic market and 5 from overseas Market for tea dryers,

Order Booking

The total order booking during the year was 354 Crores (previous year 163 Crores) and total unexecuted orders as on 31st March, 2023 stood at 246 Crores (previous year 110 Crores)

future outlook

Your Company operates primarily in two divisions viz, Process Equipment and Tea Drying Equipment, The future outlook based on orders in hand and the expected order inflow appears to be encouraging.

A detailed review of the outlook of each division is incorporated in the Management Discussion and Analysis Report in Annexure I which forms part of this Report,

change in the nature of business

During the year there was no change in nature of business,

committees of the board

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

The details of the requisite Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance

auditors & audit report

a) Statutory Auditors : At the AGM on 13,08,2019 M/s V, Singhi & Associates, Chartered Accountants (FRN :311017E) were appointed as Statutory Auditors for a tenure of five years upto AGM to be held in 2024,

Statutory Audit Report for FY 2022-23, has an unmodified opinion,

b) Internal Auditors : M/s, Bhide & Bhide, Chartered Accountants were appointed as Internal Auditors by the Board of Directors for 2022-23 and they have conducted internal audits periodically and submitted their reports to the Audit Committee, Their reports have been reviewed by the Statutory Auditors and the Audit Committee,

c) Cost Auditors : Your Company appointed M/s, D, Sabyasachi & Co, (FRN : 00369) Cost Accountants as Cost Auditors of the Company for the Financial Year 2022-23 and their appointment is proposed for 202324 at the remuneration set out in the notice of AGM and explanatory statement thereto,

The Provisions of Section 148(1) of the Act continue to apply to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2023,

d) Secretarial Auditors : M/s, Nitin Sharma & Associates, Mumbai were appointed as secretarial auditor of the Company for the Financial Year 2022-23, as required under section 204 of the Companies Act, 2013 read with the applicable rules, The Secretarial Audit Report for 2022-23 forms part of the Annual Report as Annexure - vi,

Explanations or comments by the Board on every qualification, reservation or observations made by the Secretarial Auditor

The observations of secretarial Auditor as per audit report in Form MR-3 attached herewith are self explanatory, and Company has established necessary systems to ensure timely compliance with the applicable statutory provisions in future,

declaration as per section 134(3)(CA) OF the companies act, 2013

During the year, the statutory auditors and secretarial auditor have not reported any instances of frauds committed by or against the Company by its Directors/Officers/ Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013 and rules made thereof. Therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

secretarial standards

Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi for the financial year ended March 31, 2023.

directors responsibility statement

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) that the Directors have prepared the annual accounts on a going concern basis.

5) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

management discussion & analysis

A separate report on Management Discussion & Analysis is appended to the Annual Report as Annexure "I" and forms part of this Directors Report;

corporate governance

Report on Corporate Governance has been attached herewith as Annexure - II pursuant to the provisions of Regulation 34(3) and 53(f) read with schedule V of SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015.

employee relations

Employee relations remained cordial throughout the year.

conservation of energy, technology absorption and foreign exchange earnings and outgo

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as reguired to be disclosed pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended, is appended to this Annual Report as Annexure VII and forms part of this Directors Report.

adequacy of internal control system with respect to the financial statements

The Company has a comprehensive system of internal control which is being strengthened. The internal control system is also subject to review by auditors. The Company has appointed a firm of auditors for conducting internal audit periodically and the report is considered by the Audit Committee of the Board headed by a Non-executive Independent Director.

directors

Mr. Navin Nayar (DIN : 00136057) and Mr. Aditya Khaitan (DIN : 00023788) retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Ranjit Pamo Lala (DIN : 07266678) was appointed as additional director and designated as Managing Director w.e.f. 15th May, 2022 and his appointment as Managing director and terms of remuneration were proposed for approval of members by postal ballot on 14th July, 2022 and the outcome of postal Ballot was announced on 12th Aug., 2022.

Ms. Arundhuti Dhar (DIN: 03197285) resigned as Independent Director w.e.f. 8th August, 2022. The Board places on record its sincere appreciation for the valuable contribution made by Ms. Arundhuti Dhar during her tenure of association with the Company.

Ms. Priya Saran Chaudhri (DIN : 00704863) was appointed as additional director w.e.f. 3rd November, 2022 for a term of 5 years subject to the approval of the Members. Thereafter, her appointment as Independent Woman director and terms of remuneration were approved by members through Postal Ballot (no. 01/ 2022 - 23) on 1st February, 2023.

declarations by independent directors

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

The Board is of the opinion that the Independent Directors of the Company possess reguisite Qualifications, experience and expertise in the fields of science and technology, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

key managerial personnel

During the year 2022-23, following officials continued as Key Managerial Personnel, pursuant to section 203 of The Companies Act, 2013 :

i. Mr. Ranjit Pamo Lala, Managing Director w.e.f 15th May, 2022

ii. Mr. Anil S. Karnad, Wholetime Director (operations)

iii. Mr. Sachin J. Vijayakar, Chief Financial Officer

iv. Mr. Arvind Bajoria, Company Secretary

board evaluation

Securities Exchange Board of India (SEBI) vide its circular no. SEBI /HO /CFD /CMD /CIR /P /2017/004 dated 5th January, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the new Evaluation Framework adopted by the Board, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2022-23. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adeguate and fulfilled the parameters stipulated in the evaluation framework. The Board also ensured that the Committees functioned adeguately and independently in terms of the reguirements of the Companies Act, 2013 and the Listing Regulations and at the same time supported as well as coordinated with the Board to help in its decision making. The individual Directors performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of Non-Independent Directors and the performance of the Board as a whole.

holding, subsidiary and associate companies

Your Company has no holding or subsidiary company. As on 31st March, 2023 Firstview Trading Private Limited holds 1,20,70,000 (33.71%) shares of your company and therefore your company can be termed as associate Company of Firstview Trading Private Limited within section 2(6) of the Companies Act, 2013.

particulars of loans, guarantees or investments

The Company has complied with the applicable provisions of Section 186 of the Act during the year.

Pursuant to Section 186 of the Act, details of the Investments & loans made by the Company are provided in Note no. 5a & 5b of the financial statement.

related party transactions

Your Board has developed and approved a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same has been displayed on the Companys website at http:// www. kilburnengg.com/company-policy-main.

The Statement in Form AOC -2 containing the details of the Related Party Transactions pertaining to contracts with Related Parties forms a part of this Report as Annexure - VIII.

managerial remuneration

Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as per Annexure - IX. Mr. Ranjit Pamo Lala, Managing Director and Mr. Anil S. Karnad, Whole Time Director (operations) are the only Executive Directors in receipt of remuneration during 2022- 23, and remuneration details are available in the corporate governance details attached to this directors report.

vigil mechanism

The Company has formulated a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct or ethics policy. The VIGIL MECHANISM POLICY is available on the website of Company and can be accessed at http://www. kilburnengg.com/ company-policy- main.

remuneration policy

The Company has formulated a Remuneration Policy for Directors, Key Managerial Personnel and employees of the Company to ensure that adequate remuneration paid to attract, retain and motivate the senior management employees to run the company successfully. The Policy is available on the website of the Company at http:// www.kilburnengg, com/company-policy-main/ and also annexed herewith as Annexure - V.

risk management

Directors have adopted risk management policy to identify the risks involved in all activities of the Company. The main objective of this policy is to ensure sustainable business growth and to promote a pro-active approach in identifying, reporting, evaluating and mitigating risks associated with the business. The policy guides the board in identification of various business risks and to take appropriate steps to mitigate the same.

corporate social responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with provisions of Section 135 of the Companies Act 2013 and SEBI Listing Regulations, with Mr. Amritanshu Khaitan (Chairman), Mr. Shourya Sengupta (Member) and Mr. Amitav Roy Choudhury (Member). The CSR Committee laid down the CSR policy of the Company which can be accessed at http://www.kilburnengg.com/company-policy- main/. The Company made a total CSR expenditure amounting to 10.00 Lakhs during the FY 2022-23. The details of said expenditure are given in Annual Report on CSR Activities, attached herewith as Annexure - IV in the form prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

extract of the annual return

As per the provisions of Section 92 (3) and Section 134(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 as amended from time, the Annual return of the Company for the year 2022 - 23 has been uploaded on the website of the Company at http://www.kilburnengg.com/annual-returns-of-the-company.

meetings of the board

During the financial year ended March 31, 2023, Five Board Meetings were held. Details of meetings held and attended by each Director are given in the Corporate Governance Report forming part of this Annual Report.

transfer of unclaimed amount to investor education and protection fund, where necessary

The details of proposed transfer of unclaimed amount to Investor Education and Protection Fund are given in the Corporate Governance Report forming part of this Annual Report.

other disclosures

During the year under review:

a. Your Company has constituted an Internal Committee (IC) to consider and resolve all sexual harassment complaints reported by women employees. The constitution of IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints reported or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

collaborators

The Directors place on record its sincere appreciation to all its Collaborators for extending their valuable support and cooperation.

acknowledgement

The Directors wish to convey their appreciation to their Customers, Bankers, Dealers, Suppliers, Stock Exchanges, Government and all other Stakeholders for the excellent assistance and cooperation. The Directors also thank all the employees of the Company for their valuable service and support during the year.

For and on behalf of the Board

Place : Kolkata Manmohan Singh Chairman
Date : 4th August, 2023 (DIN : 00699314)