Kirloskar Brothers Investments Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the Sixth Annual Report with the Audited Annual Accounts of the Company for the year ending 31 March 2015.

FINANCIAL PERFORMANCE		[Rs. in lakhs]
Particulars	Year ended 31 March 2015	Year ended 31 March 2014
Total Income	5,253.21	5,145.52
Total Expenditure	391.43	123.91
Profit before taxation	4,861.78	5,021.61
Provision for tax (including Deferred Tax)	64.88	76.68
Net Profit	4,796.90	4,944.93
Balance of Profit/(Loss) from previous year	20,949.46	17,699.55
Adjustment of Depreciation	0.16
Balance available for appropriation	25,746.20	22,644.48
Appropriations :
Transfer to Reserve Fund in terms of Section 45-IC of the Reserve Bank of India Act, 1934	959.38	988.98
Interim Dividend (1st)	2,644.36	-
Interim Dividend (2nd)	1,057.74	-
Final Dividend	-	211.55
Transfer to General Reserves	-	494.49
Tax on Dividend	-	-
Balance carried to Balance Sheet	21,084.72	20,949.46

DIVIDEND

During the year under review, your Directors had declared and paid two interim dividends. First interim dividend @500% amounting to Rs. 50/- per equity share and Second Interim dividend @200% amounting to Rs. 20/- per equity share of face value of Rs. 10/- each. Your Directors do not recommend final dividend for the Financial Year 2014-15. (Previous year 40% i.e. Rs. 4/- per equity share).

MANAGEMENT DISCUSSION AND ANALYSIS

The main object of the Company is to make strategic investments in the Kirloskar Group Companies. The Company is already categorized as a Core Investment Company Non Banking Financial Company (CIC-NBFC) as per guidelines issued by the Reserve Bank of India and the investment pattern of the Company also complies with the requirement to continue to qualify as a CIC-NBFC.

COMPANY PERFORMANCE

During the Financial Year under review, your Company earned total income of Rs. 52.53 Crores (previous years Rs. 51.46 Crores). The net profit after tax is Rs. 47.97 Crores (previous years Rs. 49.45 Crores).

OPERATIONS OF THE COMPANY

The main operations of the Company are that of investments and majority of the investments of the Company are in the nature of strategic investments in Kirloskar Group Companies. The investment pattern of the Company also complies with the requirement for the Company continuing to qualify as a Core Investment Company Non Banking Financial Company (CIC-NBFC). The main source of income for the Company is in the form of dividends as declared by these companies. The Company is also engaged in Vehicle Leasing business.

During the year under review, pursuant to the Composite Scheme of Arrangement and Amalgamation between the Company and Pneumatic Holdings Limited (PHL) and Kirloskar Oil Engines Limited (KOEL) and their respective shareholders and creditors ("Composite Scheme"), the Company has invested Rs. 0.30 Crores in the equity shares of KOEL i.e. by purchase of 11,670 equity shares from market.

PHL was incorporated as a wholly owned subsidiary of the Company on 16 September 2014 to facilitate the Composite Scheme. The Company invested Rs. 2 crores in the equity shares of PHL by subscribing to 20,00,000 equity shares of Rs. 10/- each.

During the year, the Company sold its entire holding of equity shares in its wholly owned subsidiary, Nashik Silk Industries Limited (NSIL). Accordingly, NSIL ceased to be subsidiary of the Company with effect from 31 March 2015.

The Company has received Rs. 47.18 crores towards dividend from KOEL and Kirloskar Pneumatic Company Limited (KPC). Since KOEL and KPC are subsidiaries of the Company, the Company is exempted from payment of Dividend Distribution Tax to the extent of dividend received from these companies.

During the year under review, the Company invested Rs. 4.59 Crores in Vehicle Leasing business towards purchase of vehicles.

HUMAN RESOURCES

As on 31 March 2015, the Company has 7 employees on its roll, including the Executive Director.

CONCERNS AND THREATS

• Fluctuations in the securities market and global economic scenario, may pose a risk of devaluation of the investments made by the Company.

• Main source of income for the Company is dividend from its Subsidiary Companies.

• The risks and concerns associated with the businesses / operations of these investee companies, which may impact the performance of these companies, could result in variation in dividends declared by these companies.

• Risk related to recovery of cost of residual value after expiry of operating lease period.

• Total damage risk of the vehicle given on lease.

• Pre-mature termination of operating lease Agreement by Lessee.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company’s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited and National Stock Exchange of India Limited, where your Company’s shares are listed.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at 31 March 2015, the Company has three subsidiaries viz. Kirloskar Oil Engines Limited (KOEL), Kirloskar Pneumatic Company Limited (KPC) and Pneumatic Holdings Limited (PHL). Nashik Silk Industries Limited (NSIL) ceased to be subsidiary of the Company with effect from 31 March 2015.

The Board presents Audited Consolidated Financial Statements incorporating the duly audited Financial Statements of KOEL, KPC, PHL and NSIL, as prepared in compliance with the Accounting Standards and the Listing Agreement.

Pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, the Statement containing the salient feature of the Financial Statement of a Company’s subsidiary and associate companies under the first proviso to Sub-Section (3) of Section 129 of the Companies Act, 2013 ("the Act") in Form AOC -1 is required to be enclosed to the Financial Statements.

The Consolidated Financial Statements prepared as per applicable provisions and duly audited by the Statutory Auditors, are presented elsewhere in this Annual Report along with Form AOC-1.

Further, the Company undertakes that the Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the shareholders on demand, at any point of time. The Annual Accounts of the Subsidiary Company shall also be kept open for inspection by any shareholder at the Registered Office of the Company.

Brief highlights of businesses of subsidiary companies:

A. Kirloskar Oil Engines Limited (KOEL)

Despite of the challenging macro-economic environment, the net revenue from operations of KOEL witnessed an increase of 8% and rose from Rs. 2,320 crores in the previous fiscal to Rs. 2,507 crores. Profit from operations (before exceptional items) was Rs. 205 crores as against Rs. 243 crores in the previous year. The Profit after tax was Rs. 143 crores as against Rs. 178 crores in the previous year.

The Board of Directors of KOEL has recommended a dividend of Rs. 5/- (250%) per equity share of Rs. 2/- each for the Financial Year 2014-15.

The Engineering Export Promotion Council (EEPC) conferred the Star Performance Award to KOEL for the sixth consecutive year. KOELs Agri Crop Irrigation Business has been awarded for Integrated Rural Marketing Campaign for its Jack Trout campaign across India. KOELs Agri Farm Mechanization Business has been awarded for Innovation ideas for Rural Development for Mega T (Power Tiller). Mega T (Power Tiller) also bagged Golden Award for its excellent graphics at SGIA Golden Image competition held at Las Vegas and "Breakthrough Product Innovation" in R&D category by AIMA Innovation Practitioners Summit 2015-Delhi. Pragati, Akshay and Yantra Quality Circle won "Par Excellent Award" at NCQC National Level and also bagged Gold Award at QCFI PUNE Chapter in Quality Circle and allied concept Competition.

B. Kirloskar Pneumatic Company Limited (KPC)

The net revenue of KPC for the year 2014-15 has dropped to Rs. 440.96 Crores from Rs. 509.92 Crores in the last year and the net profit of KPC declined from Rs. 38.83 Crores to Rs. 22.58 Crores.

The Board of Directors of KPC has recommended a dividend of Rs. 5/- (50%) per equity share of Rs. 5/- each for the Financial Year 2014-15.

KPC received "Par Excellence Award Trophy" at the 28th National Convention on Quality Concepts NCQC 2014 organised by QCFI. KPC also bagged the 2nd prize at 9th State Level EC Award for Financial Year 2012-13 from MEDA (Maharashtra Energy Development Agency); and the "Significant Achievement on the Journey towards Business Excellence" in the CII- EXIM Bank Award for Business Excellence 2014.

C. Pneumatic Holdings Limited (PHL)

On the Composite Scheme of Arrangement and Amalgamation between the Company and Pneumatic Holdings Limited (PHL) and Kirloskar Oil Engines Limited (KOEL) and their respective shareholders and creditors ("Composite Scheme") becoming effective, the travel services business done by the Company in its own name, Compression Systems and Transmission Product Business of the Company done through its subsidiaries along with its investment in Kirloskar Group Companies except KOEL would be transferred and vested in PHL from the effective date of the Composite Scheme.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as Annexure I’ to this Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, six Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directors’ Responsibility Statement, your Directors state that:

a) in the preparation of the Annual Financial Statements for the year ended 31 March 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Part B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 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 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;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as ‘Annexure II’ to this Report.

AUDITORS

a. Statutory Auditors

The Board of Directors has recommended the re-appointment of M/s. P. G. Bhagwat, Chartered Accountants (Firm Registration No. 101118W), Pune, as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting (AGM) to be held on 29 June 2015 till the date on which the Composite Scheme of Arrangement and Amalgamation between the Company, Pneumatic Holdings Limited (PHL) and Kirloskar Oil Engines Limited (KOEL) and their respective shareholders and creditors ("Composite Scheme") becomes effective. The requisite certificate as per Section 139 of the Companies Act, 2013, has been received by the Company.

b. 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 has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412 CP No. 1488), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure III to this Report.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS’ AND SECRETARIAL AUDITORS REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. P. G. Bhagwat, Statutory Auditors, in their Audit Report and by Mr. Mahesh Athavale, Practicing Company Secretary, in his Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has invested Rs. 2.30 Crores in equity capital of KOEL and PHL. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements. The Company has not granted any Loans and Guarantees.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm’s length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related Party disclosures as per AS -18 have been provided in Note no. C-2 to the Financial Statements.

STATE OF COMPANY’S AFFAIRS

Discussion on state of Company’s affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption

The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. Foreign exchange earnings and outgo

Sr. No.	Particulars	Amount in Rs.
i	Foreign Exchange earned in terms of actual inflows during the year	6,47,202
ii	Foreign Exchange outgo during the year in terms of actual outflows	Nil

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The details of the CSR Policy and initiatives taken by the Company towards CSR during the year are annexed as ‘Annexure IV’ to this Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, Rules thereunder and Clause 49 of Listing Agreement, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Name and Registered Office of the Subsidiary Company	% Holding	Particulars	Amount (Rs. in lakhs)
Pneumatic Holdings Limited	100	Total Income	7.51
Survey No 13, 156		Total Expenditure	87.96
Kothrud, Pune 411 029		Profit / (Loss) before exceptional items and taxation	(80.45)
		Profit / (Loss) before taxation	(80.45)
		Provision for tax (including Deferred Tax)	(24.16)
		Net Profit / (Loss)	(56.29)
		Balance of Profit / (Loss) from previous year	-
		Less: Proposed Dividend	-
		Less : Dividend Distribution Tax	-
		Balance carried to Balance Sheet	(56.29)
Kirloskar Oil Engines Limited	55.59	Total Income	2,56,608.57
		Total Expenditure	2,36,065.76
Laxmanrao Kirloskar Road, Khadki, Pune 411 003		Profit / (Loss) before exceptional items and taxation	20,542.81
		Profit / (Loss) before taxation	20,542.81
		Provision for tax (including Deferred Tax)	6,228.64
		Net Profit / (Loss)	14,314.17
		Balance of Profit / (Loss) from previous year	44,393.18
		Less: Adjustment of Depreciation	496.62
		Less: Transfer to General Reserve	1431.42
		Less: Proposed Dividend	7,230.72
		Less: Dividend Distribution Tax	1,472.00
		Balance carried to Balance Sheet	48,076.59
Kirloskar Pneumatic Company Limited	54.45	Total Income	46,014.24
Hadapsar Industrial Estate, Pune 411 013		Total Expenditure	43,172.33
		Profit / (Loss) before exceptional items and taxation	2,841.91
		Profit / (Loss) before taxation	2,841.91
		Provision for tax (including Deferred Tax)	584.39
		Net Profit / (Loss)	2,257.52
		Balance of Profit / (Loss) from previous year	1,958.09
		Less: Transfer to General Reserve	1447.94
		Less: Proposed Dividend	642.22
		Less: Dividend Distribution Tax	131.49
		Balance carried to Balance Sheet	1,993.96
Kirloskar RoadRailer Limited Hadapsar Industrial Estate, Pune 411 013	100% subsidiary of Kirloskar Pneumatic Company Limited	Total Income	0.00
		Total Expenditure	25.29
		Profit/(Loss) before exceptional items and taxation	(25.29)
		Profit/(Loss) before taxation	-
		Provision for tax (including Deferred Tax)	-
		Net Profit/(Loss)	(25.29)
		Balance of Profit/(Loss) from previous year	(2.12)
		Less: Proposed Dividend	-
		Less : Dividend Distribution Tax	-
		Balance carried to Balance Sheet	(27.41)

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director	Designation	Term of appointment
Mr. Vijay K. Bajhal *	Independent Director	Two consecutive years commencing from 3 September 2014 up to 2 September 2016
Mr. Sunil Shah Singh *	Independent Director	Five consecutive years commencing from 3 September 2014 up to 2 September 2019
Mrs. Savita P. Sahasrabudhe *	Independent Director	Five consecutive years commencing from 3 September 2014 up to 2 September 2019
Mr. Nihal G. Kulkarni	Director	Re-appointed with effect from 3 September 2014, subject to retirement by rotation

*Appointed as Independent Directors in accordance with Section 149 of Companies Act, 2013 and Clause 49 of the Listing Agreement.

Employees designated as Key Managerial Personnel (KMP) during the year

Name of the KMP	Designation
Mr. Anil C. Kulkarni	Executive Director
Ms. Vinaya V. Wagh	Chief Financial Officer
Mr. Aniket A. Deshpande	Company Secretary

Directors and KMP’s resigned during the year

Mr. Anant R. Sathe and Mr. Amarshekhar D. Bhonagiri, resigned as Directors with effect from 19 July 2014 and Mr. Nihal G. Kulkarni with effect from 23 September 2014. The Board places on record its sincere appreciation for the valuable services rendered by these Directors.

Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. Anil N. Alawani, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The term of office of Mr. Anil C. Kulkarni, as Executive Director expired on 13 February, 2015. The Board of Directors of the Company at its meeting held on 31 January 2015, approved his re-appointment for a further period of five years with effect from 13 February, 2015, subject to approval of members. A proposal for his re-appointment as Executive Director along with remuneration is placed for the approval of members at the ensuing Annual General Meeting.

The brief resumes and other details relating to Directors who are proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Statement setting out material facts annexed to the Notice of the Annual General Meeting.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year, Pneumatic Holdings Limited (PHL) was incorporated as a wholly owned subsidiary of the Company.

Nashik Silk Industries Limited (NSIL) ceased to be subsidiary of the Company with effect from 31 March 2015.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

None.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year, except the following:

The Company has proposed its restructuring by way of a Composite Scheme of Arrangement and Amalgamation between the Company, Pneumatic Holdings Limited (PHL) and Kirloskar Oil Engines Limited (KOEL) and their respective shareholders and creditors ("Composite Scheme"), to demerge the Travel Services Undertaking along with various investments of the Company except investment in KOEL, into PHL and merge the residual company with KOEL. The petition seeking sanction has been filed with the Honble High Court of Judicature at Bombay. The hearing of the said petition concluded on April 30, 2015 and order of Honble High Court is awaited.

The Company will cease to exist from the effective date which will fall during 2015-16.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review and MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed at Annexure V to this Report.

PARTICULARS OF EMPLOYEES

The particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as "Annexure VI". In terms of Section 136 (1) of the Companies Act, 2013, the Directors Report is being sent to the shareholders without this annexure. Shareholders interested in obtaining a copy of this annexure may write to the Company Secretary at the Companys Registered Office.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct. The aforesaid policy has also been uploaded on the Company’s website.

CASH FLOW

A Cash Flow Statement for the year ended 31 March 2015 is attached to the Balance Sheet.

CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

	For and on behalf of the Board of Directors
	ATUL C. KIRLOSKAR
	CHAIRMAN
Pune: 19 May 2015	DIN:00007387

ANNEXURE I TO THE DIRECTORS’ REPORT

Form No. MGT - 9

(as at Financial Year ended 31 March 2015)

EXTRACT OF ANNUAL RETURN

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i CIN	L65999PN2009PLC133794
ii Registration Date	16 April 2009
iii Name of the Company	Kirloskar Brothers Investments Limited
iv Category / Sub-Category of the Company	Company limited by shares
v Address of the Registered Office and contact details	13/A, Karve Road, Kothrud, Pune 411 038
	Tel: +91(20) 2545 3002
	Fax: +91(20) 2543 4262
	Email: contact@kbil.co.in
	Website: www.kbil.co.in
vi Whether listed company	Yes
vii Name, address and contact details of Registrar and Transfer Agent, if any	Link Intime India Private Limited
	"Akshay" Complex, Block No. 202, 2nd Floor, Near Ganesh Temple, Off. Dhole Patil Road, Pune 411 001
	Tel: +91(20) 2616 1629 / 2616 0084
	Fax: +91(20) 2616 3503
	Email: pune@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company stated below:

Sr. No.	Name and description of main products / services	NIC code of the product / service	% to total turnover of the Company
1.	Investment in Kirloskar Group Companies	--	(Investment income is not included in turnover)
2.	Vehicle Leasing	7710	100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name and address of the Company	CIN/GLN	Holding / Subsidiary / Associate	% of shares held	Applicable Section
1.	Pneumatic Holdings Limited Survey No 13, 156 Kothrud, Pune 411 029	U65993PN2014PLC152566	Subsidiary	100	2(87)(ii)
2.	Kirloskar Oil Engines Limited Laxmanrao Kirloskar Road, Khadki, Pune 411 003	L29120PN2009PLC133351	Subsidiary	55.59	2(87)(ii)
3.	Kirloskar Pneumatic Company Limited Hadapsar Industrial Estate, Pune 411 013	L29120PN1974PLC110307	Subsidiary	54.45	2(87)(ii)
4.	Kirloskar Roadrailer Limited Hadapsar Industrial Estate, Pune 411 013	U35990PN2008PLC132445	Subsidiary of Kirloskar Pneumatic Company Limited	100	2(87)(a)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

	No. of shares held at the beginning of the year				No. of shares held at the end of the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% change during the year
A. Promoters
(1) Indian
a. Individual / Hindu Undivided Family	38,13,634	0	38,13,634	72.11	38,29,657	0	38,29,657	72.41	0.30
b. Central Government	0	0	0	0.00	0	0	0	0.00	0.00
c. State Government (s)	0	0	0	0.00	0	0	0	0.00	0.00
d. Bodies Corporates	5,016	0	5,016	0.10	5,016	0	5,016	0.10	0.00
e. Bank / Financial Institutions	0	0	0	0.00	0	0	0	0.00	0.00
f. Any other	0	0	0	0.00	0	0	0	0;00	0.00
Sub-total (A) (1) :	38,18,650	0	38,18,650	72.21	38,34,673	0	38,34,673	72.51	0.30
(2) Foreign
a. Non Resident Indians - Individuals	0	0	0	0.00	0	0	0	0.00	0.00
b. Other Individuals	0	0	0	0.00	0	0	0	0.00	0.00
c. Bodies Corporates	0	0	0	0.00	0	0	0	0.00	0.00
d. Banks / Financial Institutions	0	0	0	0.00	0	0	0	0.00	0.00
e. Any other	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total (A) (2)	0	0	0	0.00	0	0	0	0.00	0.00
Total Shareholding of Promoter (A) = (A) (1) + (A) (2)	38,18,650	0	38,18,650	72.21	38,34,673	0	38,34,673	72.51	0.30
B. Public Shareholding
1. Institutions
a. Mutual Funds	6,572	0	6,572	0.12	58,230	0	58,230	1.10	0.98
b. Banks / Financial Institutions	1,48,263	5,726	1,53,989	2.91	2,42,091	5,876	2,47,967	4.69	1.78
c. Central Government	0	0	0	0.00	0	0	0	0.00	0.00
d. State Government (s)	0	0	0	0.00	0	0	0	0.00	0.00
e. Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
f. Insurance Companies	93,828	0	93,828	1.77	0	0	0	0.00	(1.77)
g. Foreign Institutional Investors	1,41,871	0	1,41,871	2.68	1,41,871	0	1,41,871	2.68	0.00
h. Foreign Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
I. Others (Specify)	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total (B)(1)	3,90,534	5,726	3,96,260	7.48	4,42,192	5,876	4,48,068	8.47	0.99
1. Non-Institutions
a. Body Corporates
i. Indian	37,080	44,929	82,009	1.55	30,055	44,904	74,959	1.42	(0.13)
ii. Overseas	0	0	0	0.00	0	0	0	0.00	0.00
b. Individuals
i. Individual shareholders holding nominal share capital up to Rs. 1 Lakh	5,41,041	3,18,330	8,59,371	16.25	4,73,288	3,06,631	7,79,919	14.75	(1.50)
ii. Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh	1,22,652	0	1,22,652	2.32	1,39,492	0	1,39,492	2.64	0.32
c. Others (Specify)
i. Clearing members	372	0	372	0.01	765	0	765	0.01	0.00
ii. NRI (Repatriate)	3,493	43	3,536	0.07	5,457	43	5,500	0.10	0.03
iii. NRI (Non Repatriate)	2,280	3,588	5,868	0.11	1,754	3,588	5,342	0.10	(0.01)
iv. Trusts	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total (B)(2) :	7,06,918	3,66,890	10,73,808	20.31	6,50,811	3,55,166	10,05,977	19.02	(1.29)
Total Public Shareholding (B) = (B)(1) + (B)(2)	10,97,452	3,72,616	14,70,068	27.79	10,93,003	3,61,042	14,54,045	27.49	(0.30)
C. Shares held by custodian for GDRs and ADRs	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total (A+B+C)	49,16,102	3,72,616	52,88,718	100.00	49,27,676	3,61,042	52,88,718	100.00	0.00

(ii) Shareholding of Promoters

Sr. No.	Shareholders Name	Shareholding at the beginning of the year			Shareholding at the end of the year
		No. of Shares	% of total shares of the Company	% of Shares pledged / encumbered to total shares	No. of Shares	% of total shares of the Company	% of Shares pledged / encumbered to total shares	% change in shareholding during the year
1	Mr. Sanjay C. Kirloskar	477	0.01	0.00	477	0.01	0.00	0.00
2	Mr. Rahul C. Kirloskar	10,40,115	19.67	0.00	10,40,115	19.67	0.00	0.00
3	Mr. Gautam A. Kulkarni	10,41,468	19.69	0.00	10,41,468	19.69	0.00	0.00
4	Mr. Vikram S. Kirloskar	4,682	0.09	0.00	4,682	0.09	0.00	0.00
5	Mr. Atul C. Kirloskar	10,39,631	19.66	0.00	10,39,631	19.66	0.00	0.00
6	Mrs. Suman C. Kirloskar	610	0.01	0.00	610	0.01	0.00	0.00
7	Mrs. Neeta A. Kulkarni	446	0.01	0.00	446	0.01	0.00	0.00
8	Mrs. Mrinalini S. Kirloskar	918	0.02	0.00	918	0.02	0.00	0.00
9	Mrs. Pratima S. Kirloskar	100	0.00	0.00	100	0.00	0.00	0.00
10	Mrs. Alpana R. Kirloskar	2,28,393	4.32	0.00	2,28,393	4.32	0.00	0.00
11	Mrs. Jyotsna G. Kulkarni	2,28,410	4.32	0.00	2,44,433	4.62	0.00	0.30
12	Mrs. Arti A. Kirloskar	2,27,972	4.31	0.00	2,27,972	4.31	0.00	0.00
13	Mr. Alok S. Kirloskar	412	0.01	0.00	412	0.01	0.00	0.00
14	Kirloskar Industries Limited	100	0.00	0.00	100	0.00	0.00	0.00
15	Alpak Investments Private Limited	50	0.00	0.00	50	0.00	0.00	0.00
16	Navsai Investments Private Limited	50	0.00	0.00	50	0.00	0.00	0.00
17	Achyut and Neeta Holding and Finance Private Limited	4,816	0.09	0.00	4,816	0.09	0.00	0.00
	TOTAL	38,18,650	72.21	0.00	38,34,673	72.51	0.00	0.30

Note:

In case of Joint holding, name of first holder is considered.

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
Sr. No.	Particulars	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year	38,18,650	72.21
	Date wise increase / decrease in promoters shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)

 

	Date	Name of Promoter	Reason
1	16.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	347	0.01	38,18,997	72.21
2	16.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	376	0.01	38,19,373	72.22
3	17.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	222	0.00	38,19,595	72.22
4	17.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	12	0.00	38,19,607	72.22
5	18.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	86	0.00	38,19,693	72.22
6	18.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	80	0.00	38,19,773	72.22
7	19.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	56	0.00	38,19,829	72.23
8	19.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	397	0.00	38,20,226	72.23
9	22.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	1	0.00	38,20,227	72.23
10	22.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	21	0.00	38,20,248	72.23
11	23.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	104	0.00	38,20,352	72.24
12	23.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	6	0.00	38,20,358	72.24
13	24.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	5	0.00	38,20,363	72.24
14	24.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	1	0.00	38,20,364	72.24
15	26.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	27	0.00	38,20,391	72.24
16	26.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	129	0.00	38,20,520	72.24
17	29.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	123	0.00	38,20,643	72.24
18	29.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	108	0.00	38,20,751	72.24
19	30.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	825	0.02	38,21,576	72.26
20	30.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	112	0.00	38,21,688	72.26
21	31.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	105	0.00	38,21,793	72.26
22	31.12.2014	Mrs. Jyotsna G. Kulkarni	Market Purchase	73	0.00	38,21,866	72.26
23	01.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	142	0.00	38,22,008	72.27
24	02.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	114	0.00	38,22,122	72.27
25	06.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	339	0.01	38,22,461	72.28
26	06.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	139	0.00	38,22,600	72.28
27	07.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	8	0.00	38,22,608	72.28
28	07.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	6,133	0.02	38,28,741	72.39
29	08.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	2,551	0.05	38,31,292	72.44
30	08.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	46	0.00	38,31,338	72.44
31	09.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	713	0.01	38,32,051	72.46
32	12.01.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	40	0.00	38,32,091	72.46
33	03.03.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	828	0.02	38,32,919	72.47
34	03.03.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	1,360	0.03	38,34,279	72.50
35	04.03.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	55	0.00	38,34,334	72.50
36	04.03.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	251	0.00	38,34,585	72.51
37	05.03.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	28	0.00	38,34,613	72.51
38	09.03.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	55	0.00	38,34,668	72.51
39	09.03.2015	Mrs. Jyotsna G. Kulkarni	Market Purchase	5	0.00	38,34,673	72.51
	At the end of the year			16,023	0.30	38,34,673	72.51

(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDR and ADRs)

Sr. No.	For each of the Top 10 Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year	4,73,142	8.95
1	New India Assurance Co. Ltd.	1,00,866	1.91	-	-
2	General Insurance Corporation of India	93,828	1.77	-	-
3	ACACIA Partners, LP	57,272	1.08	-	-
4	The Oriental Insurance Co. Ltd.	47,050	0.89	-	-
5	The Mysore Kirloskar Ltd.	37,500	0.71	-	-
6	ACACIA Institutional Partners, LP	31,212	0.59	-	-
7	Anil Kumar Goel	30,000	0.57	-	-
8	Dhanesh Shah	26,250	0.50	-	-
9	ACACIA Conservation Fund LP	25,537	0.48	-	-
10	Durgesh Shah	23,627	0.45	-	-
	At the end of the year (or on the date of separation, if separated during the year)
1	New India Assurance Co. Ltd.	-	-	1,00,866	1.91
2	General Insurance Corporation of India	-	-	93,828	1.77
3	ACACIA Partners, LP	-	-	57,272	1.08
4	The Oriental Insurance Co. Ltd.	-	-	47,050	0.89
5	Anil Kumar Goel	-	-	38,000	0.72
6	The Mysore Kirloskar Ltd.	-	-	37,500	0.71
7	Kotak Infrastructure & Economic Reform Fund	-	-	36,603	0.69
8	ACACIA Institutional Partners, LP	-	-	31,212	0.59
9	Arun Nahar	-	-	29,115	0.55
10	Dhanesh Shah	-	-	26,250	0.50
	At the end of the year			4,97,696	9.41

Note:

1. In case of joint holding, the names of first holder is considered.

2. The shareholding details given above are based on the legal ownership and not beneficial ownership and is derived on the folio number listing provided by the Registrar and share Transfer agent of the Company.

3. Since the shareholding of top ten shareholders are held in electronic form, it is not feasible to provide date-wise increase or decrease in the shareholding pattern of top ten shareholders during the Financial Year.

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.	For each of the Directors and KMP	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
	At the beginning of the year	10,40,166	19.67
1	Mr. Atul C. Kirloskar, Chairman	10,39,631	19.66	-	-
2	Mr. Anil C. Kulkarni, Executive Director #	0	0.00	-	-
3	Mr. Nihal G. Kulkarni *	0	0.00	-	-
4	Mr. Anil N. Alawani	500	0.01	-	-
5	Mr. Amarshekhar D. Bhonagiri**	0	0.00	-	-
6	Mr. Anant R. Sathe**	30	0.00	-	-
7	Mr. Vijay K. Bajhal***	0	0.00	-	-
8	Mr. Sunil Shah Singh***	0	0.00	-	-
9	Mrs. Savita P. Sahasrabudhe***	5	0.00	-	-
10	Mr. Aniket A. Deshpande #	0	0.00	-	-
11	Ms. Vinaya V. Wagh $	0	0.00	-	-
	At the end of the year
1	Mr. Atul C. Kirloskar, Chairman	-	-	10,39,631	19.66
2	Mr. Anil C. Kulkarni, Executive Director #	-	-	0	0.00
3	Mr. Nihal G. Kulkarni *	-	-	0	0.00
4	Mr. Anil N. Alawani	-	-	500	0.01
5	Mr. Amarshekhar D. Bhonagiri**	-	-	0	0.00
6	Mr. Anant R. Sathe**	-	-	30	0.00
7	Mr. Vijay K. Bajhal***	-	-	0	0.00
8	Mr. Sunil Shah Singh***	-	-	0	0.00
9	Mrs. Savita P. Sahasrabudhe***	-	-	5	0.00
10	Mr. Aniket A. Deshpande #	-	-	0	0.00
11	Ms. Vinaya V. Wagh $	-	-	0	0.00
	At the end of the year			10,40,166	19.67

# Appointed as Key Managerial Personnel with effect from 19 July 2014

* Resigned as Director of the Company with effect from 23 September 2014.

** Resigned as Director of the Company with effect from 19 July 2014.

*** Appointed as Director of the Company with effect from 19 July 2014.

$ Appointed as Key Managerial Personnel with effect from 16 October 2014

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment:

None.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration of Managing Director, Whole-time Directors and / or Manager:

		(Amount in Rs.)
Sr. No.	Particulars of Remuneration	Name of Managing Director / Whole Time Director / Manager
		Mr. Anil C. Kulkarni Executive Director
1.	Gross Salary
a)	Salary as per provisions contained in Section 17 (1) of the Income Tax Act, 1961	26,70,517
b)	Value of perquisites under Section 17 (2) of the Income Tax Act, 1961	96,359
c)	Profits in lieu of salary under Section 17 (3) of the Income Tax Act, 1961	-
2.	Stock Option	-
3.	Sweat Equity	-
4.	Commission	40,00,000
	- as % of profit	0.83% of Profit After Tax
	- others, specify …..
5.	Others, please specify (Companys contribution towards Provident Fund and Superannuation)	6,49,675
	Total (A)	74,16,551
	Ceiling as per the Companies Act, 2013	2,47,49,635

B. Remuneration to other Directors:

						(Amount in Rs.)
Particulars of Remuneration	Name of Director					Total Amount
Independent Directors	Mr. Anant R. Sathe	Mr. Amarshekhar D. Bhonagiri	Mr. Vijay K. Bajhal	Mr. Sunil Shah Singh	Mrs. Savita P. Sahasrabudhe
Fee for attending board / committee meetings	25,000	15,000	50,000	55,000	45,000	1,90,000
Commission	1,00,000	60,000	2,00,000	2,20,000	1,80,000	7,60,000
Others, please specify	-	-	-	-	-	-
Total (1)	1,25,000	75,000	2,50,000	2,75,000	2,25,000	9,50,000
Other Non-Executive Directors	Mr. Atul C. Kirloskar	Mr. Nihal G. Kulkarni	Mr. Anil N. Alawani
Fee for attending board / committee meetings	30,000	15,000	85,000	-	-	1,30,000
Commission	1,20,000	60,000	3,40,000	-	-	5,20,000
Others, please specify	-	-	-	-	-	-
Total (2)	1,50,000	75,000	4,25,000	-	-	6,50,000
Total (B) = (1 + 2)	2,75,000	1,50,000	6,75,000	2,75,000	2,25,000	16,00,000
Total Managerial Remuneration						16,00,000
Overall Ceiling as per the Companies Act, 2013						49,49,927

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MANAGING DIRECTOR / MANAGER

				(Amount in Rs.)
Sr. No.	Particulars of Remuneration	Mr. Aniket A. Deshpande Company Secretary	Ms.Vinaya V. Wagh Chief Financial Officer	Total Amount
1.	Gross Salary
a)	Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961	5,02,160	3,41,976*	8,44,136
b)	Value of perquisites under Section 17 (2) of the Income Tax Act, 1961	19,500	10,363	29,863
c)	Profits in lieu of salary under Section 17 (3) of the Income Tax Act, 1961	-	-	-
2.	Stock Option	-	-	-
3.	Sweat Equity	-	-	-
	Commission	-	-	-
4.	- as % of profit
	- others, specify …..
	Others, please specify
5.	(Companys contribution towards Provident Fund and Superannuation)	85,180	14,923	1,00,103
	Total	6,06,840	3,67,262	9,74,102

*appointed with effect from 23 July 2014 and designated as Key Managerial Personnel with effect from 16 October 2014.

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

1. Company - None

2. Directors - None

3. Other officers in Default None

	For and on behalf of the Board of Directors
	Sd/-
	ATUL C. KIRLOSKAR
	CHAIRMAN
Pune: 19 May 2015	DIN:00007387

ANNEXURE II TO THE DIRECTORS’ REPORT

THE NOMINATION AND REMUNERATION POLICY

(As recommended by Nomination and Remuneration Committee and approved by Board)

I. PHILOSOPHY

The Company strongly believes that the system of Corporate Governance protects the interest of all the stakeholders by inculcating transparent business operations and accountability from management towards fulfilling the consistently high standard of Corporate Governance in all facets of the Companys operations.

The Company is committed to provide employment to all eligible applicants on the principles of equality without any discrimination.

The employees have to strictly follow code of ethics and the management practices a zero tolerance for the same.

II. OBJECTIVE

a) To strike the right balance in the composition of the Board of Directors by ensuring experts from different spectrum of the existing and/or future business environment are co-opted on the Board to help the Company achieve its objectives, aspirations and growth potential.

b) To implement a transparent process of determining remuneration at Board and Senior Management level of the Company that would strengthen confidence of stakeholders in the Company and its management and help in creation of long - term value for them.

c) To strike appropriate balance between the elements comprising the remuneration so as to attract and retain potential high performing candidates for critical position in the Company for attaining continual growth in business.

d) To ensure a direct relationship with the Key Result Areas and individual achievements considering short as well as long term performance objectives appropriate to the working of the Company and its goals.

III. COVERAGE

A. Policy on Board Diversity and Term of Appointment of Independent Directors:

The Board of Directors shall comprise of persons who have expertise in the areas of business that the Company operates in and of such persons having expertise to help the Company to diversify its business at the appropriate times.

The Nomination and Remuneration Committee of the Board shall recommend persons with the requisite expertise to the Board of Directors for co-option on the Board, at its discretion.

The Independent Directors shall be appointed for two terms as follows:

i. Existing or new Independent Directors below the age of 70, for one term of 5 consecutive years;

ii. Existing or new Independent Directors above the age of 70, for one term of such number of years as may be required for the said Independent Director to be 75 years of age;

iii. Existing Independent Directors between the age of 74 75 years, for one term of 2 consecutive years;

iv. New Independent Directors not falling under a to c above, for the first term of 5 consecutive years and for a second term of five consecutive years, subject to the result of the evaluation of their performance and also subject to the approval of the shareholders in the general meeting.

B. Guidelines of determining remuneration of:

i. Executive Directors

ii. Non Executive Directors

iii. Key Managerial Personnel

iv. Senior Management Personnel

IV. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

A. DIRECTORS

i. Executive Directors:

The Board of Directors of the Company shall decide the remuneration of Executive Directors on the basis of recommendation from Nomination and Remuneration Committee (N&RC) subject to the overall limits provided under the Companies Act, 2013 and Rules made thereunder, including any amendments, modifications and re-enactments thereto (the Act) and in compliance with the provisions of the Listing Agreement as applicable from time to time. The remuneration shall be approved by the shareholders of the Company, as and when required.

The Company shall enter into a contract with every Executive Director, which will set out the terms and conditions of the appointment. The contract shall be recommended by the N&RC approved by the Board. The contract shall be maximum for such tenure as may be provided in the Act subject to such approvals as may be required.

The Board may vary any terms and conditions of the contract subject to such approvals, as may be required under the Act.

Every notice sent to the shareholder for seeking their approval for appointment / re-appointment / remuneration of the Executive Directors shall contain the gist of terms and conditions of the contract.

The remuneration components shall include inter alia:

a. Fixed salary:

Each Executive Director shall be paid fixed salary consisting of basic salary and such allowances and perquisites as may be decided by Board on the recommendation of the N&RC.

OPTION 1: The revision in the salary may be annually done and shall be determined by the Board as per the appraisal of the performance of each Executive Director by the Board, subject to overall limit approved by the shareholders.

OPTION 2: The salary shall remain fixed for the term of the Executive Director.

b. Commission:

The Board may approve payment of commission subject to the provisions of the Act. The amount of commission to be paid to each of the Executive Director(s), shall be as recommended by the N&RC on the basis of performance evaluation carried out in respect of such Executive Director(s) under Section 178 of the Act and Clause 49 of the Listing Agreement.

c. Non-monetary benefits:

Executive Directors may be entitled to club membership, company vehicle with driver, petrol reimbursement, vehicle maintenance, telephone, fax, internet at residence, reimbursement of mobile phone bill, fully furnished accommodation (in case of use of own residential property for accommodation, house rent allowance shall be paid), furnishings, reimbursement of house maintenance expenditure, reimbursement of gas, electricity bill, water and other utilities and repairs at residence, reimbursement of medical expenditure, including domestic hospitalization expenses for self and family and leave travel assistance.

The Executive Directors may also be entitled to personal accident insurance, group accident insurance coverage, medical insurance coverage, term insurance etc. or any other benefit as per Company policy.

d. Stock options:

Executive Directors except Promoter Directors may be granted stock options as may be approved by the Board, if they are eligible as per existing or any scheme of stock options by the Company.

e. Compensation for loss of office may be paid as may be approved by the Board subject to the provisions of Section 202 of the Act.

f. Separation / Retirement benefits:

Executive Director shall be eligible to the following perquisites which shall be included in the computation of the ceiling on remuneration provided in the Act:

i. Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income tax Act, 1961 or any amendment thereof;

ii. Gratuity payable at a rate not exceeding half a months salary for each completed year of service and

iii. Encashment of leave at the end of the tenure.

In case of loss or inadequacy of profits of the Company, the aforesaid perquisites shall not be included in computation of the ceiling on remuneration provided in the Act.

ii. Non-Executive Directors:

The Company shall issue a letter of engagement or appointment to every Non -Executive Director. The components of payment of remuneration to Non-Executive Directors shall include:

a. Sitting fees :

Sitting fees shall be paid for Board and / or any Committee attended by the Directors. Different amount of sitting fees may be paid for different types of meetings.

Sitting fees shall be over and above the limits prescribed in the Act for payment of remuneration but shall not exceed the amount as may be prescribed in the Rules for independent and non-independent directors.

The disclosure of the payment of sitting fees for all types of meetings shall be made in the Annual Report of the Company.

Committees shall include Audit Committee, Nomination and Remuneration Committee, Share Transfer cum Shareholders/ Investors Grievance and Stakeholders Relationship Committee, Corporate Social Responsibility Committee, or such other committees as may be constituted by the Board from time to time.

b. Commission

The Board may approve payment of commission subject to the provisions of the Act. The amount of commission to be paid to each of the Non-Executive Director(s), shall be as recommended by the N&RC on the basis of performance evaluation carried out in respect of such Non-Executive Director(s) under Section 178 of the Act and Clause 49 of the Listing Agreement.

c. Stock Options:

Independent Directors and Promoter Directors shall not be entitled for stock options of the Company.

N&RC may recommend issue of stock options to other Directors which may be granted by the Board subject to the compliance of the provisions of relevant laws.

d. Professional fees:

Non Independent Directors may be paid fees for services of professional nature, if in the opinion of N&RC, the Director possesses the requisite qualification for the practice of the profession. The following professionals shall be deemed to be possessing requisite qualification and the N&RC is not required to given their opinion, if the Director is any of the following professional and renders his services to the Company in that capacity:

i. Journalist

ii. Editor of a magazine but not the publisher or the proprietor

iii. Man of letters writing numerous articles

iv. Author

v. Engineer

vi. Architect

vii. Solicitor

viii. Stock broker

ix. Film actor

x. Optician

xi. Commission Agent

xii. Auctioneer, valuer or an estate agent

xiii. Chartered Accountant

xiv. Advocate

Such professional fees shall not be considered as remuneration for the purpose of Act.

EXCESS REMUNERATION

The Board of Directors may decide to remunerate the Director/s beyond the overall limits provided under the Act, subject to compliance of provisions in this regard including obtaining approval of Central Government, if required, owing to loss incurred by the Company or inadequacy of profits and situation entails providing such remuneration.

WAIVING OF EXCESS REMUNERATION

Any remuneration or sitting fees paid, whether directly or indirectly, to any Director whether Executive or not beyond the limits prescribed under the Act and for which approval of the shareholders or Central Government is not obtained, if required to be obtained, the same shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company.

Company shall not, in any case, waive the recovery of any such sum unless specific permission is obtained from Central Government for waiving such excess payment.

B. KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL (SMP)

Key Managerial Personnel (KMP) means Chief Executive Officer, Chief Financial Officer and Company Secretary.

The Company shall issue an appointment letter to every KMP and SMP to be signed by the reporting Executive Director. The letter shall detail the expectation from the role, remuneration package and other other terms and conditions.

The remuneration components payable to KMP / SMP may be:

a. Fixed salary:

Each KMP / SMP shall be paid fixed salary consisting of basic salary and such allowances and perquisites as per service rules of the Company. The band of the salary shall be determined according to the industry standards, market conditions, scale of Companys business relating to the position, educational qualification parameters and personal experience in the industry as detailed in the service rules of the Company and such other factors as may be prescribed therein.

The same shall be reviewed annually based on the Companys annual appraisal policy.

b. Variable pay:

Variable pay, if any, to every KMP shall be as per the responsibility of the position, organization and individual performance.

The variable pay shall be payable at the end of financial year based on absolute and relative performance evaluation of the Company as well as individual. The weightage of the same will be decided by the N&RC in each case before the beginning of the each financial year.

c. Non-monetary benefits:

Non-monetary benefits to KMP / SMP may include club membership, company vehicle with driver, petrol reimbursement, vehicle maintenance, telephone, fax, internet at residence, reimbursement of mobile phone bill, fully furnished accommodation (in case of use of own residential property for accommodation, house rent allowance shall be paid), furnishings, reimbursement of house maintenance expenditure, reimbursement of gas, electricity bill, water and other utilities and repairs at residence, reimbursement of medical expenditure for self and family and leave travel assistance.

KMP may be entitled to personal accident insurance, group accident insurance coverage, medical insurance coverage, term insurance etc. as per Company policy.

d. Stock options:

To motivate executives to pursue long term growth and objectives of the Company, the Executive Directors may nominate KMP for receiving stock options on the basis of the eligibility criterion of any scheme of stock options declared by the Company.

e. Separation / Retirement benefits:

Separation / retirement benefits as per Company policy which shall include contribution to provident fund, superannuation, gratuity and leave encashment.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Company may take Directors and Officers liability insurance or such insurance of like nature for indemnifying any of the Directors or its KMP against any liability in respect of any negligence, default, misfeasance, breach of duty or trust for which they may be guilty in relation to the Company, the premium paid on such insurance shall not be treated as part of remuneration payable to such personnel. Provided that if such person is proved to be guilty, the premium paid shall be treated as part of remuneration.

CONSULTANTS AND ADVISORS

The N&RC may take services of such consultants and advisors as may be required to assist in determination of optimum remuneration structure and evaluation of the same for the Companys Directors and senior management and shall have the authority to approve the fees payable to such consultants and advisors.

The N&RC shall have access to data of the Company relating to annual operating plan, management and leadership programs, employee survey, initiatives, operational reviews for purpose of undertaking their terms of reference and providing such recommendations as are required under the policy and take such assistance from Executive Director as may be required for assessing the effectiveness and performance of any employee covered under the policy.

Sd/-	Sd/-
Atul C. Kirloskar	Vijay K. Bajhal
Chairman of the Board	Chairman of the Nomination & Remuneration Committee
DIN: 000073987	DIN: 00531315
Pune: 19 July 2014

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 March, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

KIRLOSKAR BROTHERS INVESTMENTS LIMITED

13/A, KARVE ROAD, KOTHRUD

PUNE 411038, MAHARASHTRA, INDIA.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Kirloskar Brothers Investments Limited (hereinafter called as "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has, during the audit period covering the Financial Year ended on 31 March 2015, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31 March 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;There are no events occurred during the period which attracts provisions of these Guidelines hence not applicable.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: There are no events occurred during the period which attracts provisions of these Guidelines hence not applicable.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008: There are no events occurred during the period which attracts provisions of these Guidelines hence not applicable.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client. There are no events occurred during the period which attracts provisions of these Guidelines hence not applicable.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: There are no events occurred during the period which attracts provisions of these Guidelines hence not applicable; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: There are no events occurred during the period which attracts provisions of these Guidelines hence not applicable.

(vi) The Motor Vehicle Act, 1988.

(vii) The RBI Act, with respect to guidelines issues for Core Investment Companies (CIC).

We have also examined compliance with the applicable Clauses of the following and we report as follows:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India:

Secretarial Standards were not made mandatory by the Government of India during the period, hence compliance in respect of the standards is not commented upon.

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review the Company has generally complied with the provisions of the Listing Agreements as above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, Agenda and detailed notes on Agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the Agenda items before the meeting and for meaningful participation at the meeting.

All the decision in the Board Meetings were carried through by majority and it was informed to us while there were no dissenting views of the members and hence not captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.

We further report that during the Audit period the Company has taken following actions or enter into events having a major bearing on the Company’s affairs in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards, etc.

(a) The Company incorporated a Wholly Owned Subsidiary Company under the provisions of Companies Act, 2013 under the name and style Pneumatic Holdings Limited (PHL). PHL was incorporated on 16 September 2014. Corporate Identity Number of PHL is U65993PN2014PLC152566. PHL was formed to take over Demerged Undertaking of the Company through Composite Scheme of Arrangement and Amalgamation. Total paid up share capital of PHL is Rs. 2,00,00,000/- and that is entirely subscribed and held by the Company.

(b) Nashik Silk Industries Limited (NSIL) ceased to be Wholly Owned Subsidiary Company with effect from 31 March 2015. The Company transferred the entire shareholding it held in NSIL to persons who are not related parties.

(c) Composite Scheme of Arrangement and Amalgamation between the Company ("Demerged Company or "Transferor Company") and PHL ("Resulting Company") and Kirloskar Oil Engines Limited (KOEL) ("the Transferee Company") and their respective shareholders and creditors ("Composite Scheme"), was prepared and filed with the Hon’ble Bombay High Court for approval, after taking all the necessary approvals of respective shareholders and creditors. The Composite Scheme was prepared under Section 391 to Section 394 read with Sections 100 to 105 of the Companies Act, 1956, and other applicable provisions of the Companies Act, 1956, and the Companies Act, 2013, if any for:

a. Demerger of "Undertaking consisting mainly of travel services business carried on by the Company and Silk Business and Compression Systems and Transmission Products Business done through its subsidiaries" to PHL .

b. Amalgamation of Residual Undertaking of the Company with KOEL.

As informed to us as on the date of this report the Composite Scheme has been approved by the Hon’ble Bombay High Court. The Company is in the process of obtaining Certified true copy of the High Court Order.

	Sd/-
	Mahesh Athavale
	Partner, Kanj & Associates, Company Secretaries
	FCS No: 2412 C P No.: 1488
Pune: 12 May 2015

ANNEXURE IV TO THE DIRECTORS REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

(Pursuant to Section 135 of the Companies Act, 2013 and Rule 8(1) of the Companies (CSR Policy) Rules, 2014)

1. A brief outline of the Companys CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

Corporate Social Responsibility (CSR) activities are based on the CSR Policy. The Companys main focus is on education, environment and health.

CSR policy is available on the website of the Company www.kbil.co.in

2. The Composition of the CSR Committee:

Mr. Vijay K. Bajhal Chairman

Mr. Anil C. Kulkarni- Member

Mr. Anil N. Alawani - Member

3. Average net profit of the company for last three financial years : Rs. 1,11,89,950

4. Prescribed CSR Expenditure (two percentage of the amount as in item 3 above) : Rs. 2,23,799

5. Details of CSR spent during the Financial Year:

(a) Total amount to be spent for the financial year : Rs. 2,23,799

(b) Amount unspent , if any; : NA

(c) Manner in which the amount spent during the Financial Year is detailed below:

							[Amount in Rs.]
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
Sr.No.	CSR Project or activity Identified.	Sector in which the Project is covered	Projects or Programme (1) Local area or other (2) Specify the State and district where project or programme was undertaken	Amount outlay (budget) Project or program Wise	Amount spent on the projects or programme Sub heads: (1) Direct expenditure on projects or programs (2) Overheads	Cumulative Expenditure up to the reporting Period	Amount Spent Direct or through implementing agency
1	Contribution to education activities towards running of Aman Setu-My School	Promoting education, including special education	District Pune, Maharashtra	2,23,799	2,50,000	2,50,000	2,50,000 Through Madhavi Kapur Foundation
	Total			2,23,799	2,50,000	2,50,000

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report : NA

7. CSR Committee has hereby confirmed that the implementation and monitoring of CSR activities, is in compliance with CSR objectives and Policy of the Company.

Sd/-	Sd/-
Anil C. Kulkarni	Vijay K. Bajhal
Executive Director	Chairman CSR Committee
DIN: 00030995	DIN: 00531315

INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. No.	Particulars	Name of Director	Ratio
I	The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year	Mr. Atul C. Kirloskar, Chairman	0.36
		Mr. Anil C. Kulkarni, Executive Director	18.04
		Mr. Nihal G. Kulkarni *	0.18
		Mr. Anil N. Alawani	1.03
		Mr. Anant R. Sathe**	0.30
		Mr. Amarshekhar D. Bhonagiri**	0.18
		Mrs. Savita P. Sahasrabudhe***	0.55
		Mr. Vijay K. Bajhal ***	0.61
		Mr. Sunil Shah Singh ***	0.67
II	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year	Name of Director	Percentage +/(-) in the remuneration
		Mr. Atul C. Kirloskar, Chairman	233.33
		Mr. Anil C. Kulkarni, Executive Director	39.24
		Mr. Nihal G. Kulkarni *	25.00
		Mr. Anil N. Alawani	214.81
		Mr. Anant R. Sathe**	(7.41)
		Mr. Amarshekhar D. Bhonagiri**	66.67
		Mrs. Savita P. Sahasrabudhe***	N.A.
		Mr. Vijay K. Bajhal ***	N.A.
		Mr. Sunil Shah Singh ***	N.A.
		Ms. Vinaya V. Wagh****	N.A.
		Mr. Aniket A. Deshpande	6.28
III	The percentage increase in the median remuneration of employees in the financial year	7.70%
IV	The number of permanent employees on the rolls of Company	7 including Executive Director
V	The Explanation on the relationship between average increase in remuneration and company performance	The increase in remuneration is not solely based on company performance but also includes various other factors like individual performance, industry trends, economic situation, future growth prospects, etc. The Board believes that the increase is in line with the industry.
VI	Comparison on the remuneration of the Key Managerial Personnel against the performance of the Company	The remuneration is not solely based on company performance but also includes various other factors like individual performance, industry trends, economic situation, future growth prospects, etc. The Board believes that the increase is in line with the industry.
VII	Variation in the market capitalizations of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies		As on 31 March
			2015	2014
		Market
		Capitalization*	2,11,548.72	48,391.77
		(Rs. In Lakhs)
		PE Ratio*	43.62	9.79
		*Source- BSE Ltd
		The Company had not made any public offer.
VIII	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and	19.75 (on annualised basis)
	its comparison with the percentile increase in the managerial remuneration and	71.30 (on annualised basis)
	justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	There are no exceptional circumstances for increase in the managerial remuneration.
IX	Comparison of the each remuneration of the KMP against the performance of the Company	The remuneration is not solely based on company performance but also includes various other factors like individual performance, industry trends, economic situation, future growth prospects, etc. The Board believes that the increase is in line with the industry.
X	The key parameters for any variable component of remuneration availed by the Directors	Commission is the variable component in the remuneration of Directors. As per the Nomination and Remuneration Policy of the Company, the amount of commission is calculated on the basis of performance evaluation of the Directors.
XI	The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year	Not Applicable
XII	Affirmation	The Board affirms that the remuneration is as per the Nomination and Remuneration policy of the Company.

*Resigned as Director with effect from 23 September 2014

**Resigned as Directors with effect from 19 July 2014

***Appointed as Directors with effect from 19 July 2014

****Appointed as Key Managerial Personnel with effect from 16 October 2014

	For and on behalf of the Board of Directors
	Sd/-
	ATUL C. KIRLOSKAR
	CHAIRMAN
Pune: 19 May 2015	DIN:00007387

FORM A

Pursuant to Clause 31 of the Listing Agreement

Covering letter of the Annual Audit Report to be filed with the Stock Exchanges

(SEBI Circular No. CIR/CFD/DIL/7/2012, dated 13 August 2012)

1.	Name of the Company	Kirloskar Brothers Investments Limited
2.	Annual Financial Statements for the year ended	31 March 2015
3.	Type of Audit observation	Unqualified
4.	Frequency of observation	Not Applicable

 

For M/s P. G. Bhagwat	For Kirloskar Brothers Investments Limited
Chartered Accountants
Firms Registration No. 101118W	Sd/-
	ANIL C. KULKARNI
Sd/-	Executive Director
ABHIJEET BHAGWAT	DIN : 00030995
Partner
Membership No. 136835
	For Kirloskar Brothers Investments Limited
	Sd/-
	VIJAY K. BAJHAL
	Chairman Audit Committee
	DIN : 00531315
	For Kirloskar Brothers Investments Limited
	Sd/-
	VINAYA V. WAGH
	Chief Financial Officer
	A 147460
Pune: 19 May 2015