Dear Shareholders,
The Directors are pleased to present the 76th Annual Report of Kirloskar Electric Company Limited (hereinafter referred as “the Company” or “KECL”) along with the Audited Financial Statement for the financial year ended March 31, 2023. The consolidated performances of the Company and its subsidiaries have been referred to wherever required.
Review of performance and state of Company's affairs:
During the year under report, your Company achieved a total turnover of Rs.48,963/-Lakhs (previous year Rs. 44,239/- Lakhs). The operations have resulted in profit of Rs.1,066/- Lakhs (previous year profit was Rs. 3,325/-Lakhs).
The financial summary and highlights are as follows:
(Rs. in Lakhs)
PARTICULARS
Total Revenue
Note: The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS).
Dividend:
In view of the accumulated losses, the Board of Directors of your Company has not recommended any Dividend for the year under review.
Transfer to Reserves:
In view of the accumulated losses, the Board of Directors of your Company has not transferred any amount to the reserves for the year under review.
Change in the nature of business:
There was no change in nature of the business of the Company during the financial year ended on March 31,2023.
Share Capital:
As on March 31,2023, the paid up share capital of your Company stood at Rs. 66,41,40,710/- divided into 6,64,14,071 Equity Shares of Rs. 10/- each.
Disclosure under section 43(a)(ii) of the Companies Act, 2013:
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure under section 54(1)(d) of the Companies Act, 2013:
The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure under section 55(2) & 77 of the Companies Act, 2013:
The Company has not redeemed any shares / debentures during the financial year under review and hence no information as per provisions of Section 55(2) & 77 of the Act read with the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure under section 62(1)(b) of the Companies Act, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure under section 67(3) of the Companies Act, 2013:
During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.
Transfer to Investor Education and Protection Fund:
As required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), during the year 2022-23, matured fixed deposits (cumulative & non-cumulative) aggregate to the sum of Rs.12,00,000/- (Rupees Twelve Lakhs Only) along with the interest amount aggregated to Rs.2,53,659/- (Rupees Two Lakhs Fifty Three Thousand Six Hundred and Fifty Nine only), were transferred to the Investor Education and Protection Fund (“IEPF”) after the expiry of period of seven years.
Credit Ratings:
Information regarding credit ratings obtained by the Company for the year under review has been given under the Corporate Governance Report which forms part of this Annual Report.
Subsidiaries, Associate Companies & Joint Ventures:
The Company has four wholly owned subsidiaries, one step-down subsidiary, one Associate Company and one Joint Venture.
The Consolidated Financial Statements of the Company and its Subsidiary are prepared in accordance with the applicable accounting standards, issued by the Institute of Chartered Accountants of India, and forms part of this Annual Report.
Neither the Executive Chairman and nor whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries or associate Company.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the reports on the performance and financial position of each of the subsidiary and associate companies have been provided in Form AOC-1 appended to this report.
Fixed deposits:
SL. No. Particulars
1. Accepted / renewed during the year
2. Remained unpaid or unclaimed at the end of the year.
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:- • At the beginning of the year • Maximum during the year • At the end of the year
4. Details of deposits which are not in compliance with the requirements of Chapter V of the Act;
*These are deposits which are matured but are unclaimed during the year under review. The Company has taken all possible efforts to contact the FDR Holders by sending them reminders.
The Company also has Rs. 15,87,269/- in form of liquid assets as required under Section 73 of the Companies Act, 2013 read with rule 13 of the Companies (Acceptance of Deposits) Amendment Rules, 2018.
Directors and Key Managerial Personnel:
Your Company has a well-diversified Board comprising of Directors having skills, competencies and expertise in various areas to ensure effective corporate governance of the Company.
As on March 31, 2023, the Board comprised of 12 (Twelve) Directors, out of which 7 (Seven) were Non-Executive Independent Directors, 02 (Two) Non Executive Non Independent Director, 01 (One) among them is a woman Director and 03 (Three) Executive Directors.
In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Suresh Kumar (DIN: 02741371), a Non-executive Director being longest in the office, shall retire by rotation and being eligible, has offered himself for re-appointment. The resolution seeking members' approval for his appointment forms part of the AGM Notice.
The Board has re-appointed Mr. Sanjeev Kumar Shivappa (DIN: 08673340) as Wholetime Director of the Company at its meeting held on January 25, 2023 for a term of two (02) years, w.e.f February 14, 2023 and the same was approved by the members of the Company through Postal ballot.
Mr. Anand B Hunnur and Mr. Ravi Ghai were appointed as Managing Director and Independent Director respectively w.e.f July 12, 2022 pursuant to the approval of members at the 75th Annual General Meeting held on August 12, 2022.
Ms. K S Swapna Latha, Sr. General Manager (Legal) & Company Secretary had resigned from her position with effect from April 20, 2022. Subsequently, Mr. Mahabaleshwar Bhat was appointed as General Manager (Corporate Affairs) & Company Secretary of the company w.e.f July 12, 2022.
The Key Managerial Personnel (KMP) of the Company as on March 31, 2023 were Mr. Vijay R Kirloskar - Executive Director, Mr. Anand B Hunnur - Managing Director, Mr. Sanjeev Kumar Shivappa -Director (Finance) & Chief Financial Officer and Mr. Mahabaleshwar Bhat, General Manager - Corporate Affairs & Company Secretary.
The Board, in its meeting held on July 17, 2023, on recommendation of the NRC committee has proposed to appoint Mr. Suresh Kumar (DIN: 02741371), Non-Executive Director of the Company as an Independent Director pursuant to the approval of members at the ensuing Annual General Meeting. Further, the Board has re-appointed Mr. Vijay R Kirloskar (DIN: 00031253) as Executive Chairman (Wholetime Director) of the Company at its meeting held on July 17, 2023 for a term of three (03) years, w.e.f August 14, 2023 subject to the approval of members of the Company. The members' approval is sought towards appointment of Mr. Vijay R Kirloskar and Mr. Suresh Kumar as Executive Chairman (Wholetime Director) of the Company and Non-Executive Independent Director of the Company respectively. Detailed resolutions seeking members' approval for their appointments form part of the AGM Notice.
During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them, if applicable, for the purpose of attending Board/ Committee meetings of the Company.
Note:
1. Mr. Sarosh J Ghandy (DIN: 00031237), Non executive Independent Director of the Company has resigned due to health reasons on May 26, 2023 (received by the Company on June 02, 2023).
2. Mr. Mahendra V P (DIN: 00033270), Non-Executive Independent Director of the Company passed away on May 30, 2023; Independent Director proposed to be appointed:
The Board of directors considers that on account of vast knowledge and experience of Suresh Kumar (DIN: 02741371), NonExecutive Director of the Company, his appointment as Non-Executive Independent Director of the Company will be in the best interest of the Company.
Declaration by Independent Directors
In terms of the provisions of Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the independent directors stating that they continue to meet the criteria of independence as provided under the provisions of Section 149(6) of the Companies Act, 2013 read with the Rules made thereunder and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1 )(b) of the Listing Regulations and that they are independent of the management.
All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management personnel formulated by the Company.
All independent directors have registered their names in the Independent Director's Databank. In the opinion of the Board, the independent directors so appointed / re-appointed possess the requisite expertise, experience and proficiency and are of integrity.
Evaluation of Directors, Committees and the Board:
The evaluation process has been explained in the Corporate Governance Report which forms part of the annual report.
Number of meetings of the Board of Directors and its Committees:
The Board of directors met 07 (Seven) times during the financial year 2022-23 under review out of which 06 (Six) were held through Video Conference mode / other audio visual means and 01 (One) was physical meet.
The maximum interval between any two meetings was within the maximum allowed gap pursuant to the Companies Act, 2013 and SEBI Listing Regulations read with the Circulars issued by MCA and SEBI
The Board meetings were held on April 20, 2022, May 28, 2022, July 12, 2022, August 12, 2022, September 30, 2022, October 29, 2022 (physical meet) and January 25, 2023.
The composition and the details of the meetings of the Board and its Committee held during the year are contained in the Corporate Governance Report which forms part of the annual report.
Nomination and Remuneration Policy:
The Nomination and Remuneration Committee is responsible for recommending to the Board, a policy relating to the appointment and remuneration of the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is available on the website of the Company at https://kirloskarelectric.com/investors/investors-information/policies.html.
Features of Nomination and Remuneration Policy:
• The policy has been framed in line with the Company's philosophy to ensure equitable remuneration to all the directors, key managerial personnel (KMP) and employees of the Company.
• The policy lays down the criteria, terms and conditions including qualifications and positive attributes for identifying persons who are qualified to become directors (executive and non-executive / Independent) and persons who may be appointed in senior management and key managerial positions of the company.
• The policy determines the remuneration of Directors, Key Managerial Personnel and other employees based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.
• This Policy is divided in three parts:
Part - A: covers matters to be dealt by the committee.
Part - B: covers appointments and nominations.
Part - C: covers remuneration and perquisites etc.
Risk Management Policy:
Your Company has devised and implemented a comprehensive 'Risk Management Policy' which provides for identification, assessment and control of risks that the company would face in the normal course of business and mitigation measures associated with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.
The Risk management policy has been appended to this report as Annexure-I.
Managerial remuneration:
The information 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 is disclosed in the Annexure - IV.
Particulars of employees:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing disclosures pertaining to remuneration and also the names and other particulars of the employees drawing remuneration in excess of limits set out in the said rules are provided in the Annexure - IV to the Board's Report which forms part of the annual report.
Annual Return:
According to the provisions of Section 134(3)(a), an copy of annual return i.e., Form MGT-7 for the year ended March 31,2022 has been placed on the Company's website: https://kirloskarelectric.com/investors/investors-information/financial.html
Director's Responsibility Statement:
We, the Directors of your Company, confirm, to the best of our knowledge and ability that:-
(a) i n the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
(b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the Company for that period;
(c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) we have prepared the annual accounts on a going concern basis;
(e) we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.
(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws to the Company and that such systems were adequate and operating effectively.
Particulars of loans, guarantee, investments and securities:
There were no loans and advances, guarantees, investments made or security given to any Body Corporate by the Company during the financial year 2022-23.
Particulars of loans, advances, investments as required under the listing regulations:
The details of related party disclosures with respect to loans, advances, investment at the year end and maximum outstanding amount thereof during the year as required (under part A of Schedule V of the Listing Regulations) have been provided in the notes to the financial statement of Company.
Your directors draw attention of the members to note no. 17 & 35(9) of the standalone financial statements which sets out the details of loan and advance, guarantee or investment.
Particulars of contracts or arrangements with related parties:
All contracts/ arrangements/ transactions entered by the Company during the FY 2022-23 with related parties were on an arm's length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route.
There were no material transactions of the Company with any of its related parties as per the Act. Therefore the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 202223 and, hence, the same is not required to be provided.
During the FY 2022-23, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.
The Policy on Related Party Transaction is available on the Company's website: https://www.kirloskarelectric.com/images/pdf/ investor/policies/Policv-on-related-partv-transactions.pdf
Your directors draw attention of the members to note no. 35(9) to the standalone financials statement which sets out the related party disclosures.
Corporate Social Responsibility:
In terms of section 135 of the Companies Act, 2013, the Company has a duly constituted a CSR Committee and also a CSR Policy of the Company wherein the Company is required to spend two percent of the average net profits of the Company for the three immediately preceding financial years. Since criteria's for the applicability of CSR spending are not attracted to the Company, there is no obligation for the Company to spend CSR amount for the FY 2022-23.
The policy can be accessed at the following URL: https://www.kirloskarelectric.com/ investors/investors-information/policies.html
A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company:
The CSR Committee hereby confirms that the implementation and monitoring of CSR policy has been carried out with all reasonable care and diligence and the same is in compliance with the CSR objectives and the policy of the Company. However, as explained above the CSR provisions are not applicable to the Company for the FY 2022-23 as per the requirements mentioned in the Companies Act 2013.
Conservation of energy, technology absorption, Research & development and foreign exchange earnings and outgo:
The relevant data pertaining to conservation of energy, technology absorption and other details are given in the Annexure - II, which forms part of this report.
Material Changes affecting the Company:
There have been no material changes and commitments affecting the financial positions of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.
Significant and Material orders passed by the Regulators or Courts:
There were no significant and material orders passed against the Company by the regulators or courts or tribunals during financial year 2022-23 impacting the going concern status and Company's operations in future.
Vigil mechanism for Directors and Employees:
The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal procedural course to the directors and employees to report their concerns about any poor or unacceptable practices or any event of misconduct or violation of Company's code of conduct. The purpose of this policy is to provide a framework to secure whistle blowing incidents and to protect the employees who are willing to raise concerns about serious irregularities within the Company. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of Vigil Mechanism is available on the Company's website at https://kirloskarelectric.com/investors/investors-information/policies.html
Statutory audit:
M/s. K N Prabhashankar & Co., Chartered Accountants, (Firm Registration no. AAD-7041) were re-appointed as auditors of the Company to hold office from the conclusion of the 72nd Annual General Meeting until the conclusion of the 77th Annual General Meeting of the Company .
Pursuant to Section 141 of the Act, the auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.
Auditors' Report:
The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.
The Auditors' Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM. Branch audit:
M/s. BMS Auditing, Chartered Accountants, UAE were reappointed as the auditors for conducting audit of sales office at Ajman, UAE. Based on the recommendation of the Audit Committee, the Board of Directors of the Company has proposed to appoint, M/s. BMS Auditing, Chartered Accountants, as auditors for conducting audit of sales office at Ajman, UAE and to hold the office from the conclusion of 76th Annual General Meeting until the conclusion of 77th Annual General Meeting of the Company subject to the approval of the members of the Company.
Internal audit:
The Company has appointed B K Ramadhyani & Co. LLP, Chartered Accountants (LLP Registration no.AAD-7041), Bengaluru as its internal auditors for the year 2022-23.
Cost audit:
M/s. Rao, Murthy and Associates, Cost Accountants (Firm Registration no. 000065), were appointed as cost auditors of the Company for the financial year ended March 31, 2023. The Board of Directors of your Company has fixed Rs.450,000/- (Rupees Four Lakhs Fifty Thousand only) as audit fees, which requires ratification by the members of the Company in terms of the applicable provisions of the Companies Act, 2013. Accordingly, a resolution seeking members' approval has been set forth in the notice of the 76th Annual General Meeting of the Company.
Disclosure under section 148(1) of the Companies Act, 2013:
During the period under review, the Company has conducted the audit of cost records and maintained the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.
Secretarial Audit:
M/s. S P Ghali & Co., Company Secretaries, Belgaum were appointed as secretarial auditors of the Company to conduct secretarial audit for the financial year 2022-23 in terms of the provisions of Section 204 of the Companies Act, 2013. The audit report is enclosed as Form MR - 3.
Explanations or comments on auditors' qualifications / adverse remarks / emphasis on matters:
a. The subsidiaries are taking active steps to repay the dues of the Company, from collection of book debts assigned and from disposal of immovable properties transferred apart from debts transferred as referred in the auditor's qualification. The Board of directors is confident of realization of entire amounts due from the Subsidiaries or realizing much more amount from the sale of immovable properties.
b. The Company is in the process of completing the review and reconciliation of receivables / book debts and in our opinion any further provision required will not have material impact on the financial results of the Company and we are confident of realizing the book debts
The detailed Company's explanation thereto has been given in the relevant notes to accounts.
Secretarial Standards:
During the financial year 2022-23, the Company has complied with provisions of applicable Secretarial standards issued by the Institute of Company Secretaries of India.
Reporting of Fraud by Auditors:
During the year, under section 143(12) of the Companies Act 2013, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee or the Board of the Company any material fraud by its officers or employees therefore no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
Management Discussion and Analysis:
The Management Discussion and Analysis Report (“MDAR”) for the year under review, as prescribed under Part B of Schedule V read with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is appended hereto as Annexure - III and forms part of this report.
Details in respect of adequacy of internal financial controls with reference to the financial statement:
The Company has a robust system of internal financial control, which is in operation. The internal financial controls have been documented, digitized and embedded in the day to day affairs of the business process of the Company. The effectiveness of the internal financial controls are obtained through management reviews at regular intervals, assessments, monitoring by the functional experts as well as auditing of the internal control systems by the internal auditors during the course of their audits. We believe that these systems provide better assurance that our internal financial control systems are well designed and are operating effectively.
Corporate Governance:
Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”).
Your Company's corporate governance report for the financial year 2022-23 is appended to this annual report. A certificate on the status of compliance on corporate governance is also appended and forms part of this annual report.
Prevention of Sexual Harassment at Workplace:
Your Company has zero tolerance policy in case of sexual harassment at workplace and committed to provide a healthy environment to each and every employee of the Company. The Company has in place 'Policy on sexual harassment Redressal'.
In terms of section 22 of the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act, 2013 read with Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Rules, 2013, we report as follows for the year ended on March 31, 2023:
Sl. No Particulars
1 No of complaints received in the year
2 No of complaints disposed off in the year
3 Cases pending for more than 90 days
4 No of workshops and awareness programme(s) conducted in the year
5 Nature of action by employer or District office, if any
Participation and voting at 76th AGM:
Pursuant to Circular nos. 14/2020, 17/2020, 20/2020, 02/2021, 10/2022 dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021 & December 28, 2022 respectively issued by Ministry of Corporate Affairs and Circular SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated January 5, 2023 issued by SEBI, the 76th AGM of the Company will be held VC/OAVM. Electronic copy of the Annual Report for the year ended March 31, 2023 and Notice of the AGM are being sent to all the members electronically whose email IDs are registered with the Company / Depository Participants(s) for communication purposes. A copy of the notice of the AGM and annual report are also available for download from the website of the Company at www.kirloskarelectric.com.
Disclosure with respect to compliance to Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) 2015, as amended from time to time:
The details with respect to Compliance with the SEBI (LODR Regulations) during the year are contained in the Corporate Governance Report which forms part of the annual report.
Acknowledgements:
The Board of Directors takes the opportunity to express its sincere appreciation for the continued support and confidence received from the Company's bankers, customers, suppliers, depositors and the shareholders.
The Company considers its employees as its most valuable asset. Employees at all levels have put in their best to the services of the Company and the Board puts on record the sincere appreciation of their dedication and loyalty.
For and on behalf of the Board of Directors, Kirloskar Electric Company Limited
Place: Bengaluru
Vijay R Kirloskar
Date: 17.07.2023
Executive Chairman
DIN:00031253