kirloskar pneumatic company ltd share price Directors report


Your Directors have pleasure in presenting this Report with Audited Annual Accounts of the Company for the year ended 31st March, 2023.

1. COMPANY SPECIFIC INFORMATION

1.1. Financial Summary & Highlights

The financial results for the year ended 31st March, 2023 are summarized below:

H in Million

2022-23 2021-22
Total Income 12,505.24 10,334.97
Profit before tax 1,432.76 1,141.24
Tax Expense (Current & Deferred tax) 346.95 292.00
Profit after tax 1,085.81 849.24
Other Comprehensive Income / (Loss), net of tax 555.16 141.79
Total Comprehensive Income for the year 1,640.97 991.03
Transferred to General Reserve 1,000.00 500.00

Your Company registered a total income of _ 12,505.24 Million for the financial year 2022-23, against _ 10,334.97 Million of the previous year. Your Company earned a net profit of _ 1,085.81 Million compared to _ 849.24 Million earned in last year. Your Company registered 21% growth in Total Income and over 27% growth in Net Profit as compared to previous year.

During the year, your Company continues to maintain the status of debt free company.

1.2 Reserves

During the reporting year, _ 1,000 Million has been transferred to the General Reserves of the Company.

1.3 Dividend

During the reporting year, the Board of Directors declared an interim dividend of _ 2.50 (125%) per equity share of _ 2/- each.

The Board of Directors had recommended a final dividend of _ 3/- (150%) per equity share of _ 2/- each for the year 2022-23 which will be paid subject to the approval of shareholders in the ensuing Annual General Meeting.

The Company has paid / recommended total dividend of _ 5.50 (275%) per equity share of _ 2/- each for the year 2022-23.

The dividend distribution policy is available on the following Weblink:

https://www.kirloskarpneumatic.com/investors/for- share-holders/company-policies

1.4 Major events that occurred during the year

Listing of Shares on NSE:

During the year, the certain Promoters and Promoter Group have diluted their equity shares of your Company thereby increase the liquidity in the market. The Promoters and Promoter Group are as on date holding 39% equity shares of your Company. As such there is no change in the control of the Company.

During the year, your Company has made an application for listing of its existing equity shares on the National Stock Exchange of India Limited (NSE). NSE has permitted to list 64,634,690 equity shares of _ 2/- each of your Company and admitted the same to dealings with effect from 26th April, 2023.

Thus, your Company is now listed on both the nationwide trading terminals i.e. BSE & NSE. As such, increase in liquidity and listing on nationwide stock exchanges will help our approx. 30,000 Members and Investors to deal in the equity shares of the Company easily and effectively.

Accreditation to Metrology Lab:

Metrology Laboratory is Accredited in accordance with the standard "ISO / IEC 17025:2017 - General requirements for the Competence of testing & calibration Laboratories" in the field of "Calibration" for our Calibration facilities at Hadapsar Plant from National Accreditation Board for Testing & Calibration Laboratories.

1.5 Segment-wise position of business and its operations

In terms of provisions of Indian Accounting Standards ("IND AS") 108 – Operating Segments, during the reporting year, the Chief Operating Decision Maker evaluates the Companys performance comprising various segments. Accordingly, segmental information has been reported under Compression Systems and other Non-Reportable Segments which include remaining non-qualifying segments.

Compression Systems registered a robust growth over the previous year by earning revenue of _ 11,569 Million as compared to _ 9,609 Million in the previous year.

2. CAPITAL STRUCTURE

2.1 Increase in Share Capital

During the year, the Company allotted 189,400 equity shares of _ 2/- each upon the exercise of the options granted to employees of the Company pursuant to KPCL Employee Stock Option Scheme 2019 (‘KPCL ESOS 2019 or ‘the Scheme). Issued Capital, Subscribed Capital and Paid-up Capital of the Company therefore increased by _ 378,800 and was _ 129,269,380/- consisting of 64,634,690 equity shares of _ 2/- each as on 31st March, 2023.

2.2 Employee Stock Option Scheme

Your Company introduced KPCL ESOS 2019 in order to motivate, incentivize and reward its employees. Your Company views employee stock options as an instrument that would enable the employees to share the value they create for the Company and align individual objectives of the employees with the objectives of the Company.

The Nomination and Remuneration Committee at its meeting held on 22nd October, 2019, 29th April, 2021 and 19th October, 2022 respectively approved the grant of 684,000, 104,000 and 164,000 stock options exercisable into 684,000, 104,000 and 164,000 Equity Shares of H 2/- each of the Company to its specified employees.

The Scheme is in compliance with the applicable provisions of the Companies Act, 2013 and the Rules issued thereunder, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("Employee Benefit Regulations") upto 12th August, 2021, the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 w.e.f. 13th August, 2021 and other applicable regulations, if any.

The details of options granted, vested, exercised, lapsed / cancelled during the year 2022-23 and outstanding at the end of the year is provided in Note No. 26 to the Financial Statements for the year ended 31st March, 2023. During the year, 189,400 equity shares were allotted as a result of exercise of options resulting into realization of _ 25,542,000. The Company has granted 4,000 options to Key Managerial Personnel namely Mr Jitendra Shah, Company Secretary during the year. None of the employee was granted options in any one year amounting to five percent or more during the year. Further, no employee was identified to whom options granted one percent or more of the issued capital of the company at the time of grant during the year. During the year, the Company has not made any variations in the KPCL ESOS 2019.

The certificate from M/s. SVD & Associates, Company Secretaries, Secretarial Auditors of the Company, confirming that the Scheme has been implemented in accordance with the aforesaid regulations and in accordance with the resolution passed by the Company at its Annual General Meeting held on 20th July, 2019, will be placed before the shareholders at the ensuing Annual General Meeting. A copy of the same will be available for inspection at the Companys website and can be accessed on the weblink: https://www.kirloskarpneumatic.com/ investors/for-share-holders/agm-results

The disclosures relating to the implementation of the Scheme, details of options granted, changes to the Scheme, if any, etc. are placed on the website of the Company as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and can be accessed on the following weblink:https://www.kirloskarpneumatic.com/investors/for-share-holders/agm-results

In line with the IND AS 102 on ‘Share Based Payments issued by the Institute of Chartered Accountants of India ("ICAI"), your Company has computed the cost of equity - settled transactions by using the fair value of the options at the date of the grant and recognized the same as employee compensation cost over the vesting period.

3. AWARDS

During the reporting year, your Company was consecutively recognized with prestigious and diverse external accolades which include:

• "Prize for Leadership in HR Excellence" and "Prize for sustained excellence" during HR in 13th CII HR Excellence Assessment 2022-23

• "Excellence Award Trophy" at 36th National Convention on Quality Concepts (NCQC – 2022)

• "Gold Award Trophy" at 37th Chapter Convention on Quality Concepts (CCQC – 2022)

• Mr Arun Adiverekar was awarded with "QCI Champion Award" during the QCI Silver Jubilee Celebration, held in New Delhi on 6th October, 2022 for his outstanding contributions that improved manufacturing quality through new technology application and advanced Quality tools.

4. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

No Loans, Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given / provided / made during the reporting year. However, a Letter of Comfort provided to State Bank of Mauritius (SBM) with respect to Kirloskar Management Services Private Limited to the tune of _ 100 Million in the past.

During the reporting year, the Company has not made any investment except investments in Mutual Funds and Fixed Deposits.

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

During the reporting year, your Company transferred following amount and shares to the Investor Education and Protection Fund:

Final Dividend for the year 2014-15 _ 1,221,750
No. of shares of _ 2/- each 79,780

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

Sr. No. Year Unpaid / Unclaimed Dividend as on 31-03-2023 Corresponding Number of Equity Shares of the Company Due Date of Transfer
1 Dividend 2015-16 (Interim) 1,630,006 232,858 * 19th April, 2023
2 Dividend 2015-16 (Interim - PHL) 1,374,876 152,764 # 6th May, 2023
3 Dividend 2016-17 (Interim - PHL) 1,185,668 158,089 # 3rd May, 2024
4 Final Dividend 2016-17 4,179,300 417,930 * 1st September, 2024
5 Final Dividend 2017-18 3,769,644 314,137 * 29th August, 2025
6 Dividend 2018-19 (Interim) 1,572,011 1,572,011 ** 28th February, 2026
7 Final Dividend 2018-19 2,315,976 1,543,984 ** 25th August, 2026
8 Dividend 2019-20 (Interim) 1,603,505 1,603,505 ** 28th February, 2027
9 Dividend 2019-20 (Second Interim) 3,036,912 1,786,419 ** 9th April, 2027
10 Final Dividend 2020-21 4,766,124 1,361,750 ** 25th August, 2028
11 Dividend 2021-22 (Interim) 1,967,767 1,229,854 ** 5th March, 2029
12 Final Dividend 2021-22 3,144,180 1,310,075 ** 25th August, 2029
13 Dividend 2021-22 (Interim) 2,942,686 1,177,074 ** 2nd March, 2030

Note : # The Sr No. 2 & 3 states the amount of dividend declared & paid and corresponding no of shares thereto of erstwhile Pneumatic Holdings Limited, which was merged into the Company w.e.f. 28th April, 2017 by virtue of the order of the Honble National Company Law Tribunal, Mumbai.

* Before sub-division, Equity Share having face value of _ 10/- each. ** After sub-division, Equity Share having face value of _ 2/- each.

6. DIRECTORS

i. Demise of Director

Your Directors, report with a deep sense of grief, the passing away of Mr Vikram S Kirloskar, Non-Executive Director and Promoter of the Company on 29th November, 2022.

Mr Vikram S Kirloskar was a Fourth generation member of the illustrious Kirloskar Family. He played a leading role in the automotive sector. He was also elected as President of the Society of Indian Automobile Manufacturers during 2013-15. He also served on the Govt. of India Development Council for Automobiles and the National Council for Electric Mobility. He was President of Confederation of Indian Industry during 2019-20 and was the Chairman of CII Council on making manufacturing future ready and CII task force on green Hydrogen.

He was recognized by the Karnataka Government and presented with the "Suvarna Karnataka" award.

The Company immensely benefitted from his foresight and vision, pursuit of excellence, desire for quality enrichment and leadership during his tenure as member of the Board. His mentorship to senior colleagues in the organisation is irreplaceable and remains a source of inspiration forever. Mr Vikram Kirloskars passing away will be irreparable loss to the Company.

Your Directors place on record their warm and sincere appreciation for enormous contribution extended by Mr Vikram S Kirloskar during his tenure on the Board.

ii. Directors and Key Managerial Personnel

During the year, Mr D R Swar and Mr K Venkataramanan have ceased to be Directors with effect from 20th July, 2022 and 27th July, 2022, respectively, on completion of their tenure. The Company places on record appreciation for their valuable and continued guidance over the years.

Your Company appointed Mr Pravir Kumar Vohra as an Independent Director with effect from 19th October, 2022 to hold office for a term of Five (5) consecutive years upto 18th October, 2027.

Mr Rahul C Kirloskar, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The necessary resolution for appointment of Mr Rahul C Kirloskar is proposed for approval in the forthcoming Annual General Meeting.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 27th April, 2023, has subject to approval of the members at the forthcoming 48th Annual General Meeting scheduled on 20th July, 2023 approved the reappointment of Mr K Srinivasan as the Managing Director of the Company from 26th October, 2023 to 31st March, 2026. The necessary resolution for appointment of Mr K Srinivasan is proposed for approval in the forthcoming Annual General Meeting.

The Board of Directors is of the opinion that the Independent Directors holds the highest standard of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

iii. Declaration from Independent Directors and Statement on Compliance of Code of Conduct

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

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

All the Directors and Senior Management Personnel have also complied with the Code of Conduct of the Company as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Directors and Senior Management.

iv. Directors Appointment and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. Policy also prescribes the guidelines for determining the remuneration of Executive Directors, Non-Executive Directors, KMP and Senior Management.

The Nomination and Remuneration Policy is available on the Companys website on the following weblink: https://www.kirloskarpneumatic.com/investors/for-share-holders/company-policies

v. Board Evaluation

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

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

b) Interaction with Management;

c) Role and accountability of the Board;

d) Knowledge and proficiency; and

e) Strategic perspectives or inputs.

The evaluation involves assessment by the Nomination and Remuneration Committee and Board of Directors. A member of the Nomination and Remuneration Committee and Board does not participate in the discussion of his / her evaluation.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation of its own performance and that of its committees and individual Directors.

vi. Number of Meetings of the Board

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

vii. Composition of Committee Meetings

The composition of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee constituted by the Board under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as changes in the composition, if any and no. of meetings held during the year forms part of the Report on Corporate Governance.

viii. Directors Responsibility Statement

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

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

b) Accounting policies as mentioned in the financial statements have been selected and applied 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 31st March, 2023 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 prevention and detection of fraud and other irregularities;

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

e) Proper internal financial controls have been laid down for the company and that such internal financial controls are adequate and are operating effectively; and f) Proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters and Promoter Group, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The statement that the transactions are at arms length and in the ordinary course of business is supported by a certificate from the Managing Director. The Company has also obtained the certificate from a Chartered Accountant on periodical basis.

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

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

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

The disclosures as per IND AS for transactions with related parties are provided in the Financial Statement of the Company.

8. RISK MANAGEMENT

The Company has in place a Risk Management Committee of the Board, details of which form part of the Corporate Governance Report.

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. To strengthen the risk management framework, Company has Segment Level Risk Committees, Corporate Risk Management Committee and Board level Risk Management Committee. This framework seeks to minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an external Auditor, which reports to the Audit Committee of the Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the report of Internal Auditor, process owners undertake corrective action wherever required in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee of the Board on periodic basis.

During the reporting year, Internal Financial Controls laid down by the Board were tested for adequacy & effectiveness and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Statutory Auditors have also given unmodified audit opinion on adequacy of internal financial control systems with reference to financial statements.

10. AUDITORS

a) Statutory Auditors

The Members of the Company appointed Kirtane & Pandit LLP, Firm Registration No. 105215W/W100057, Chartered Accountants as the Statutory Auditors of the Company for a term of five (5) consecutive years from the conclusion of the 46th Annual General Meeting till the conclusion of the 51st Annual General Meeting of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the year ended 31st March, 2023.

b) Cost Auditors

The Board of Directors had, on the recommendation of the Audit Committee, appointed M/s Sudhir Govind Jog, a proprietary firm to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of _ 0.65 Million.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s Sudhir Govind Jog, a proprietary firm as Cost Accountant for the year ended on 31st March, 2024 is proposed for approval in the forthcoming Annual General Meeting.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,2013andtheCompanies(AppointmentandRemuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, a partnership firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as Annexure "1".

There are no qualifications, reservations or adverse remarks or disclaimer made by the Secretarial Auditors in their Secretarial Audit Report for the year ended 31st March, 2023.

M/s. SVD & Associates, has submitted Annual Secretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019 dated 8th February, 2019 and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars / guidelines issued in line thereunder, for the financial year 2022-23.

11. SECRETARIAL STANDARDS

Your Company is in compliance with the revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

12. REPORTING OF FRAUDS BY AUDITORS

During the reporting year, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees. Therefore, no details are required to be provided in the Boards report.

13. CORPORATE GOVERNANCE

The Company strives to maximize the wealth of the shareholders by managing the affairs of the Company with pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance including the relevant Auditors Certificate regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34 (3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Annual Report.

State of Companys affairs and future outlook is provided in the Management Discussion and Analysis Report, annexed hereto forming part of Directors Report.

14. ANNUAL RETURN

The Annual Return as provided under Sub-section (3) of Section 92 of the Companies Act, 2013 is available on the web-link: https://www.kirloskarpneumatic.com/ investors/for-share-holders/agm-results

15. CORPORATE SOCIAL INITIATIVES

The Board has established a CSR Committee to monitor its CSR activities. On the recommendation of the CSR Committee, the Board of Directors has adopted a CSR Policy in line with the Companies Act, 2013.

As part of its initiatives under Corporate Social Responsibility (CSR), your Company has undertaken projects in the areas of Promoting Education, Education of Girls, Environment and Health. These projects are largely in accordance with Schedule VII of the Companies Act, 2013 and are also aligned with SDGs (Sustainability Development Goals).

This year was the first year where everyone started to live a normal life and learned to co-exist with the waning COVID-19 pandemic. This meant that we could reconnect and engage with our community stakeholders in physical ways as usual. The year marked consolidating as well as refocusing of our CSR initiatives.

With focus on youth skilling and employability, a new initiative is started by collaborating with NTTF (Nettur Technical Training Foundation). Eligible students are selected with due consideration for DEI (Diversity, Equity and Inclusion) and based on various socio-economic criteria. These selected candidates are supported for a 3 year diploma program in Mechatronics and Smart Factory.

Bharari and KaShi initiatives that promote girls education were continued with renewed enthusiasm. Improvements like setting up of a book library, organizing life skills workshops helped enhancing the impacts on overall development of the girl students from 5th to 10th Std.

DISHA initiative aimed at creating awareness about HIV AIDS in general community as well as school, college students also reached out to people living with HIV through medical camps, counselling sessions, matrimonial melava etc.

As WaSH intervention, water filtration and purification plants were created for schools in the vicinity of your Companys factory locations to ensure clean and safe drinking water to the students.

RRM (Ram Nadi Restoration Mission) School Initiative created awareness about river restoration amongst teachers and students of schools located nearby Ram Nadi river basin through activities such as wall paintings, workshops and competitions (elocution, drawings, essays etc). The 3rd Online Ram Nadi Festival as a part of Kirloskar Vasundhara Initiative highlighted the contributions made through such activities.

KIAMS – Contribution to Kirloskar Institute of Advanced Management Studies were continued by contributing _ 12 Million during the year to promote education.

The details on CSR activities are provided in Management Discussion and Analysis Report.

The CSR policy is available on the website of the Company.

CSR Policy in brief:

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

While devising projects, care would be taken to promote education, health and sanitation, protect the environment and minimize adverse impact, if any, on the society at large.

The Company shall spend at least Two percent (2%) of the average net profits, calculated in accordance with the provisions of the Companies Act, 2013 and Rules thereunder, made by it in three immediately preceding financial years, in every financial year.

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

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, forms part of this Annual Report.

18. MATERIAL CHANGES AND COMMITMENTS, BETWEEN THE DATE OF 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 financial year of the Company to which the Financial Statements relate and the date of this Report.

19. MAINTENANCE OF COST RECORDS

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

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. During the year, no application was made or any proceeding was pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

During the reporting year, your Company revised the Whistle Blower Policy / Vigil Mechanism. Your Company has adopted Whistle Blower Policy / Vigil Mechanism with the objectives of enhancing the standards of ethical conduct for the highest degree of transparency, integrity, accountability and corporate social responsibility.

Your Company has established a vigil mechanism for Directors and Employees of the Company and other persons dealing with the Company to report their genuine concerns, details of which have been given in the Report on Corporate Governance.

To encourage the employees, your Company has launched Kirloskar Ethical Helpline to report their genuine concerns.

22. FIXED DEPOSIT

Your Company has discontinued accepting fixed deposits since 2001-02. As such, as of 31st March, 2023 there are no fixed deposits outstanding.

23. PARTICULARS OF EMPLOYEES

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

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of Employees are available at the Registered Office of the Company during working hours for a period of 21 days before the Annual General Meeting and shall be made available to any shareholder on request.

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

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

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

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

• Continued with a PoSH Awareness Module in its employee induction program. During the reporting year, 10 such programs were conducted for 129 employees.

• Online training provided through KORE – Platform to 223 employees during the reporting year.

In addition to the above, as a social responsibility, your Company has also extended awareness sessions for 30 employees and 35 students of the other entities through 1 workshop.

25. EMPLOYEES

Your Company has taken several initiatives for Human Resource Development and manpower retention. Manpower is classified under Frontend, Internal and Support functions for better Customer Reach and Support. Assessment of performance through a robust and interactive PMS procedure, identifying Learning needs through the 70-20-10 format, Career Counselling and Skill Development Programs are some of the initiatives adopted by your Company. Training programs are designed to enhance skills, knowledge and behaviour. Employees are motivated through empowerment and rewarded for good performance. Adoption of 5S across the Company has led to a clean and healthy environment. Your Company has achieved an India benchmark employee engagement score of 85 in the engagement survey 2019 conducted by an external Independent Agency. In the FY-22 your Company conducted an internal survey and the engagement levels were unmoved and your Company has benchmark score of 84 within Kirloskar Group. CII conferred us with the "Prize for Leadership in HR Excellence-2022". Your Company has won this for the 4th consecutive year. Your Company is also one out of the two organizations who have achieved this consistency in the Country. For this consistent performance, CII has specially recognised your Company with a certificate "Prize for sustained excellence in HR".

Your Company has 749 permanent employees on its rolls as on 31st March, 2023.

26. ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all employees for their individual efforts and collective contribution to your Companys performance in the rapidly changing environment. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all other stakeholders for their continued support and confidence in the management of the Company.

For and on behalf of the Board of Directors
sd/-
Rahul C Kirloskar
Date : 27th April, 2023 Executive Chairman
Place: Pune DIN 00007319

ANNEXURE "3" TO THE BOARDS REPORT

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo [Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014]

Conservation of natural resources and environment protection is of utmost importance to all of us. Your Companys commitment to energy conservation is evident from consistent implementation and recognition of our ENCON projects.

A. CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of Energy:

Total 23 Nos. ENCON projects implemented by using new technology, by waste elimination, by reuse and recycling in different areas like power, process, lighting and natural resources. Some of the projects are as under:

a. Continuous projects

• Switch ‘OFF power transformer T5-1,500 kVA, T8-1,600 kVA and T1-500 kVA at no load condition at Hadapsar and Isolation of 1,500 kVA transformer from HT and LT side at Saswad.

• Proper utilization of stress relieving and heat treatment furnaces to get energy efficiency by improving on net weight loading and TOD tariff.

• Switching off machines during lunch & tea time.

• Timer controlled switching ON / OFF of street light.

• Use of dry type paint booth to eliminate water consumption for painting operation.

• Use of energy efficient LED lights, energy efficient motors at shop floor and office area, street light in all divisions.

• Timer based operation of domestic water circulation pump at Hadapsar Plant.

• Saving in water consumption by maintaining water filtration plant at Saswad Plant.

• Maximum demand control through remote control operation.

b. Process improvement projects

• Use of small baffle furnace for shrink fit instead of pit type 1 ton capacity furnace.

• Use of modified heat treatment cycle for ferritization annealing process resulting in heating temperature reduction from 930?C to 730?C.

• Energy saving by switching Coolant filtration motor pump during cycle instead of keeping continuously ON of two CNC machines.

• Isolation of 4,500 kVA transformer from HT & LT side at Saswad.

• Synchronising of 5 nos. compressors to reduce energy consumption.

• Eliminate the DG Set operation to reduce specific fuel consumption.

• Use of direct heating instead of indirect heating system on Phosphating plant and improve heat transfer efficiency.

• Multiple crank case loading at Phosphating plant.

• Reduction in air grid pressure by 0.5 bar of compressed air at foundry compressor to achieve energy saving.

• Reduction in surface temperature loss while pouring of molten metal in foundry.

• Process improvement in cycle time reduction by 1.5 hrs at heat treatment carburizing furnaces.

• Use of face driver attachment for all type of centre shaft for turning operation.

• Improvement in net weight loading percentage of heat treatment furnace by fixture modification.

• Process modification for HP cylinder and gear housing machining operation at Air Compressor Division.

. New Technology

• Installation of Energy efficient motor IE3 Class on 10/09 Bore Grinding machine.

• Replacement of 22 nos. 60 W AC fan by 32 W AC energy efficient BLDC fans.

• Installation of energy efficient direct drive compressor KRC-4 at 75TR AC plant instead of belt drive low speed KCX-4 compressor.

• Finish boring machine fluorescent lamp replacement by LED Flood light.

• Energy Saving by reduction in voltage level of lighting stabilizer in foundry.

• Replacement of Reciprocating Compressor by new energy efficient Screw Compressor in Hofler shop.

• Replacement of less efficient old AC with new energy efficient split Inverter AC.

• Replaced old conventional transformer by 1,600 kVA energy efficient, hermetically sealed transformer, losses per IS 1,180 energy efficiency level 2 during TRM shop expansion.

• VFD based control panel with pressure transducer for controlling pressure of water circulation of induction furnace.

• Installation of Energy Monitoring System (EMS) system for Hadapsar Plant.

• Use of Human Sensor for office lightening & of AC saver.

• Use of thyrister controlled PID base control panel for heat treatment furnace.

d. Waste elimination

• Use of day light sheet for use natural sunlight for illumination in foundry shop during day shift working.

• Reduction in Power consumption at foundry shop by providing individual switch to each fan to switch off instead of common supply to 3 to 4 fans.

• Elimination of 500 kVA (T2) transformer by optimising the load on T4 transformer hence saving in transformer losses.

• PLC based Automatic cycle instead of manual contactor logic for sand conveying system to avoid idle running of electrical equipment at HL6 and PV6 units.

• Loading of non VFD compressor and switching off VFD compressor during irregular demand as motor is switched off after unloading to achieve energy efficiency at Saswad.

• Saving in cutting oil consumption by reusing recovered oil of 28.70 KL from hobbing burr and grinding dust at Hadapsar. Also reused 18.04 KL testing oil of compressor after filtration, at Saswad. Total oil recovered and reused is 46.74 KL.

• Use of MS turning burr and metal scrap for making new casting at ferrous foundry. Total of 273.27 Tonnes of metal scrap is reused to make new ferrous casting. Conversion of Aluminium turning burr for production of Pistons in Non-Ferrous Foundry. Total of 2.69 Tonnes of aluminium burr is reused to make Aluminium casting.

• Change in pump operating system to avoid unnecessary pump operation at central pump house.

As a result of steps taken, your Company avoided 350.70 Tons of emissions & reduced natural CO2 resources consumption like water, oil, aluminium and casting significantly. Use of inverter based energy efficient air conditioners, High Bay LED based lighting systems and LED lighting systems at office area and street lights created positive impact on employees and elicited a good response.

ii. Steps taken by the company for utilizing alternate sources of energy:

During the year under review, your Company installed and used 680 kWp AC (840 kWp DC) roof top solar power PV plant in the month of Jan-23 and also used 2kWp capacity off-grid solar power plant at Hadapsar Plant. Total units generated by utilizing both plants are 180,633 kWh. This 680 kWp roof top solar power PV plant was running for part of the year and fulfilled 9.71% of energy requirement of Saswad Plant in FY 23. The said solar plant is designed to cater around 59% of the energy requirement of the Saswad plant if it runs for the full year.

iii. The capital investment on energy conservation equipments:

Company has made capital investment of _ 38.32 Million on energy conservation equipments and technologies adoption for the energy efficiency improvement projects.

B. TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption:

• A new, Khione, series of ammonia screw compressors were developed in-house, prototyped and successfully launched in the Indian market.

• Experimental validation of indigenously developed new ‘K (Kirloskar) screw rotor profile is completed. This rotor profile is better energy efficient.

• Successfully executed import substitution of 7-22 kW Kosmic series, belt-driven screw compressor blocks (KAS-100 & KAS-200), and packages.

• The testing validation of a Kosmic series, direct-drive bare screw compressor (KAS-400) for 55 kW and 7.5 bar (g) pressure rating with better energy-efficiency is in progress.

• Design optimization of the LP & HP stages of the first ‘oil-free screw compressor block suitable for 2-stage 160 kW unit is in progress.

• A new age, trolley mounted series of diesel and electric screw compressors with better energy-efficiency are also commercialised. The flow capacities vary from 300 CFM to 650 CFM while pressure ranging from 100 to 200 psig, suitable for construction and mining applications.

• Developed digital calculation tool, Reciprocating Performance Assessment Tool (R-PAT and Gas R-PAT), for optimisation of performance and size of Reciprocating Compressors for air and gas applications.

• Implemented standardised water cooled Reciprocating Compressors with canopy, with optimised Compressor layout and common base frame for 26 models, flow range 191 CFM to 617 CFM.

• Developed KER Compressor packages for 2 hp, 5 hp and 10 hp ratings having flame-proof and safe area models. Volume flow from 5 to 30 CFM and pressure from 7 to 12.7 bar (g).

• Successful technology demonstration in Centrifugal Compressor for field interchangeability of gears, increased outer diameter of bearings to remove dependency on manufacturing inaccuracies.

• Successful Commissioning of AC plants with Oil Free Magnetic bearing Centrifugal Compressor designed for Indian Navy at INS Mysore.

• Developed single stage KRC-4 refrigeration Reciprocating Compressor operating at 1500 rpm, which produces 75 TR refrigeration capacity of at (-)10?C and 112 TR at 0?C evaporating temperature with Ammonia.

• Developed two stage KRC-31 Refrigeration Reciprocating Compressor operating at 1500 rpm, which produces 7.5 TR to 45 TR refrigeration capacity of at (-) 40?C & (-) 20 ?C evaporating temperatures with Ammonia.

• Developed single cylinder PCX1 refrigeration Reciprocating Compressor operating at 1500 rpm, which produces 7.5 TR refrigeration capacity of at (-) 40?C evaporating temperature with Ammonia.

• Developed KRMS - Kirloskar Remote Management System, a fully integrated IoT enabled compressor controller suitable for the entire Reciprocating Compressor product range.

• Developed open flash & closed flash inter-stage gas cooler range for two stage Refrigeration Compressors.

• Developed high efficiency standard oil separators as per CE-PED directives for Reciprocating Compressor product range.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

• In-house developed screw compressor block for ammonia compression used for refrigeration application is an import substitution.

• Performance improvement in screw compressor blocks were achieved using the design of direct-drive compressors which eliminates the mechanical losses arising in the drive system.

• KAS-100 & KAS-200 which are in-house designed for 7-22 kW Kosmic series, provided import substitution of respective power ratings.

• Upgraded design in diesel screw compressor for Indian market will increase the product performance and organisations market share in construction and mining sector.

• Reduction in time to assembly, manufacturing, servicing and increase in reliability through field interchangeability of gears, removable attachment for impeller & shaft joint, increased outer diameter of bearings of Centrifugal Compressors.

iii. Imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL.

iv. Expenditure incurred on Research and Development:

_ 128.73 Million

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earning earned during the year: _ 1,777.07 Million.

Foreign Exchange Outgo during the year: _ 1,216.98 Million.

ANNEXURE "4" TO THE BOARDS REPORT

Disclosure Pursuant to Section 197 (12) of the Companies Act, 2013 and the Rules made thereunder

A. Information as per Section 197 (12) and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i) & ii) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each Director & KMP in the financial year:

Sr. No. Name of the Director / KMP and designation % Increase in Remuneration in the FY 2022-23 Ratio of remuneration of each Director / to median remuneration of employees
1 Mr Rahul C Kirloskar, Executive Chairman 30.05 80.09
2 Mr K Srinivasan*, Managing Director 31.45 58.18
3 Mr Atul C Kirloskar, Non-Executive Director Nil 1.20
4 Mr G Krishna Rao, Independent Director 17.98 3.39
5 Mr Sunil Shah Singh, Independent Director 18.67 3.45
6 Dr Ajay Dua, Independent Director 30.00 3.36
7 Mrs Nalini Venkatesh, Independent Director Nil 1.20
8 Mr Tejas Deshpande, Independent Director 50.00 2.04
9 Mr Mahesh Chhabria, Non-Executive Director 22.73 1.75
10 Mr Pravir Kumar Vohra*, Independent Director NA NA
11 Late Mr Vikram S Kirloskar**, Non-Executive Director NA NA
12 Mr K Venkataramanan**, Independent Director NA NA
13 Mr D R Swar**, Non-Executive Director NA NA
14 Mr Suhas S Kolhatkar, Vice President and Chief Financial Officer 24.10 NA
15 Mr Jitendra R Shah, Company Secretary & Head Legal 60.80 NA

Notes:

1. Liability for gratuity and leave encashment is provided on actuarial basis for the Company as a whole hence the amount pertaining to Key Managerial Personnel cannot be ascertained separately and hence is not included above.

2. *Details not given as Mr Pravir Kumar Vohra is Director for part of the financial year 2022-23 i.e. w.e.f. 19th October, 2022.

3. **Details are not given as Late Mr Vikram S Kirloskar, Mr K Venkataramanan and Mr D R Swar are Directors only for part of the financial year 2022-23 i.e. upto 29th November, 2022, 26th July, 2022 and 19th July, 2022 respectively.

ii) In the financial year, there was an increase of 6.57% in the median remuneration of employees.

iii) There were 749 permanent employees on the rolls of Company as on 31st March, 2023.

iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2022-23 was 10.30% whereas average percentage increase in the managerial remuneration is 27.49% mainly due to value of perquisite on the exercise of stock options.

v) The Board affirms that the remuneration is as per the Nomination and Remuneration policy of the Company.