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) |
+91-9892691696
