Your Directors have pleasure in presenting this Report with Audited Annual Financial Statements of the Company for the year ended 31st March, 2025.
1. COMPANY SPECIFIC INFORMATION
1.1 Financial Summary & Highlights
The financial results for the year ended 31st March, 2025 are summarized below:
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H in Million
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Particulars
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Standalone
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Consolidated
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2024-25
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2023-24
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2024-25
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Revenue from Operations
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16,286.27
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13,226.20
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16,401.69
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Other Income
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221.11
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194.17
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222.47
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Total Income
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16,507.38
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13,420.37
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16,624.16
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Profit before tax
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2,806.53
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1,778.75
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2,808.34
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Tax Expense (Current & Deferred tax)
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695.83
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445.87
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695.51
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Profit after tax
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2,110.70
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1,332.88
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2,112.83
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Other Comprehensive Income / (Loss), net of tax
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13.49
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270.07
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14.22
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Total Comprehensive Income for the year Attributable to
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2,124.19
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1,602.95
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2,127.05
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Shareholders of the Company
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-
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-
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2,125.77
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Non-controlling interest
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-
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-
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1.28
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1.2 Operating Results and Profits
Standalone revenue of the Company from operations was H 16,286.27 Million which was 23% higher than the revenue of H 13,226.20 Million in the previous financial year 202324. Your Company registered a standalone total income of H 16,507.38 Million for the financial year 2024-25, against H 13,420.37 Million of the previous year. Your Company earned a net profit of H 2,110.70 Million compared to H 1,332.88 Million earned last year. Your Company registered 23% growth in Total Income and over 58% growth in Net Profit as compared to previous year.
Systems & Components (India) Private Limited became a subsidiary of the Company with effect from 4th December, 2024. Consolidated revenue of the Company from operations was H 16,401.69 and Net Profit was H 2,112.83 in the financial year 2024-25.
During the year, your Company continues to maintain the status of debt free company.
1.3 Transfer to Reserves
During the reporting year, H 1,000 Million has been transferred to General Reserves of the Company.
1.4 Dividend
The Board of Directors is pleased to recommend a final dividend of H 6.50 (325%) per equity share of the face value of H 2/- each for the year 2024-25 which will be paid subject to the approval of shareholders in the ensuing Annual General Meeting (‘AGM’).
The Board has recommended the divided based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year.
The said dividend, if approved by the Members at the ensuing AGM will be paid to those Members whose name appears on the Register of Members (including Beneficial Owners) of the Company as on the record date.
During the reporting year, the Board of Directors declared an interim dividend of H 3.50 (175%) per equity share of H 2/- each.
The Company has paid / recommended total dividend of H 10/- (500%) per equity share of H 2/- each for the year 2024-25.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members with effect from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Board of the Company had formulated a Dividend Distribution Policy. The Dividend Distribution Policy is available on the Weblink: https://www. kirloskarpneumatic.com/investors/company-policies
1.5 Major events that occurred during the year Acquisition :
During the reporting year, your Company entered into a Share Purchase and Shareholders Agreement and thereby acquired 55.26% equity shares of Systems & Components (India) Private Limited (‘S&C’) who is a significant player in the Refrigeration packages for Pharma, Chemical and Dairy industry. With this acquisition, your Company will have a stronger presence in Refrigeration and Chiller packaging space thus expanding the addressable market. Your Company is now in the process of harmonizing its operations with S&C to make it more competitive.
Launch of new products :
The new launches of the last couple of years - Khione Refrigeration Compressors, Tezcatlipoca Centrifugal Compressors, Calana Hydraulic Booster Compressors and Aria range of Air Compressors have all been accepted in the market and we are seeing strong order inflow.
During the reporting year, your Company launched “Jarilo” range Biogas-Compressor in the market to cater to the new requirement of Bio-gas industry which is well received in the market.
Marketing Tie-up :
Your Company entered into an exclusive selling arrangement for compressors to the Textile Industry with Universal MEP Projects & Engineering Services Limited, a subsidiary of Voltas Limited.
Forging and Fabrication Facility :
As you are aware, your Company is doing most of its fabrication and forging in-house at Nashik. These
manufacturing inputs primarily go into our Compressor Building. The first phase has been earmarked for internal consumption and later on we will use some capacity for external customers. During the reporting year, your Company produced 10,640 forged parts of sizes upto 55 KGs to 435 KGs each and fabricated 190 Nos. complex parts upto 30 tons each.
Corporate Office :
During the reporting year, your Company has inaugurated its corporate office at One Avante Building on Karve Road, Pune as a part of a Kirloskar Group initiative.
Certification :
During the reporting year, your Company has successfully completed:
• Re-certification Audit for IMS (ISO 9001 ISO 14001 ISO 45001) for Hadapsar, Saswad Plant & Regional offices.
• Re-certification Audit for 5S for Hadapsar & Saswad Plant.
• ASME U-stamp certification for Nashik Plant.
• Re-certification Audit for ISO 17025 for Metrology Lab.
1.6 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 Company’s performance comprising various segments. Accordingly, segmental information has been reported under Compression Systems and other Non-Reportable Segments which include remaining NonQualifying Segments.
Compression Systems registered a robust growth over the previous year by earning revenue of H 15,287 Million as compared to H 12,299 Million in the previous year.
1.7 Subsidiary Company and Consolidated Financial Statements
The Company has acquired 55.26% equity stake in S&C on 4th December, 2024 and thus S&C became a subsidiary of the Company with effect from 4th December, 2024. As on 31st March, 2025 the Company has only one subsidiary.
The consolidated financial statements of the Company and its subsidiary have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’) and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards 110 notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor’s Report thereon form part of this Annual Report.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies is included in the Notes to the Financial Statements in Form AOC-1.
Pursuant to the provisions of Section 136 of the Companies Act, 2013 and its Rules thereof including amendments thereunder, the Financial Statement along with relevant documents of the Company and its subsidiary are available on the Company’s website viz. www.kirloskarpneumatic.com The Financial Statement of the subsidiary and related detailed information will be kept for inspection by any member at the Company’s Registered Office and will also be made available to the members on demand, at any point of time.
Brief highlights of subsidiary company :
S&C was incorporated on 31st October, 1989. It has been in the business of Industrial Refrigeration (dealing in design, manufacture, installation and commissioning of refrigeration products and projects required for industries such as Agrochemicals, Chemicals, Petrochemicals, Drugs and Pharmaceuticals, Dyes & Pigments, Food & Beverages, Dairy, Seafoods, Textiles & Yarns, Soaps & Detergents, Breweries, etc.) for over 30 years and having their manufacturing plant at Murbad, Maharashtra and registered office situated at Bhandup, Mumbai.
2. CAPITAL STRUCTURE
2.1 Increase in Share Capital
During the year, the Company allotted 124,300 equity shares of H 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 H 248,600/- and was H 129,794,780/-consisting of 64,897,390 equity shares of H 2/- each as on 31st March, 2025.
2.2 Employee Stock Option Scheme
Your Company introduced KPCL ESOS 2019 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 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.
Pursuant to KPCL ESOS 2019, the Nomination and Remuneration Committee has granted to its specific employees stock options as follows:
Date
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Stock Options Granted
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Exercisable into Equity Shares of D 2/- each
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22nd October, 2019
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6,84,000
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6,84,000
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29th April, 2021
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1,04,000
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1,04,000
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19th October, 2022
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1,64,000
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1,64,000
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19th October, 2023
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1,14,000
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1,14,000
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20th July, 2024
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94,000
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94,000
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The details of options granted, vested, exercised, lapsed / cancelled during the year 2024-25 and outstanding at the end of the year is provided in Note No. 28 to the standalone Financial Statement for the year ended 31st March, 2025. During the year, 124,300 equity shares were allotted as a result of exercise of options resulting into realization of H 28,576,000/-.
During the reporting year, the Company has granted 40,000 options to Mr Ramesh Birajdar, Vice President and Chief Financial Officer who is a Key Managerial Personnel. 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 available for inspection by the shareholders during the ensuing AGM. A copy of the same will be available for inspection at the Company’s website and can be accessed on the weblink: https:// www.kirloskarpneumatic.com/ investors/for-share -holders/agm-results
The disclosures relating to 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 recognized with prestigious and diverse external accolades which include:
* “Prize for Distinction in HR Excellence” in the 15th CII Excellence Assessment
* Awards in 49th International Convention on Quality Control Circles (ICQCC - 2024)
2 “Gold Award Trophy”
* Awards in 38th National Convention on Quality Concepts (NCQC - 2024)
3 “Excellence Award Trophy”
* Awards in 39th Annual Chapter Convention on Quality Concepts (CCQC - 2024)
3 “Gold Award Trophy”
2 “Silver Award Trophy”
4. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Details of 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:
Interim Dividend for the year 2016-17
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H 4,127,430
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Interim Dividend for year 2016-17 (PHL)
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H 1,184,610
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Total
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H 5,312,040
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No. of shares of H 2/- each
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72,106
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Year wise amount of unpaid / unclaimed dividend lying in the unpaid account up to the year and the corresponding shares,
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which are liable to be transferred to the IEPF and the due dates for such transfer:
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Sr.
No.
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Year
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Amount to be Transferred as on 31st March, 2025
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Corresponding Number of Equity Shares of the Company
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Date of Transfer
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1
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Dividend 2017-18 (Final)
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36,68,748
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3,05,729*
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29-Aug-25
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2
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Dividend 2018-19 (Interim)
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14,98,586
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14,98,586**
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28-Feb-26
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3
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Dividend 2018-19 (Final)
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22,39,536
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14,93,024**
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25-Aug-26
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4
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Dividend 2019-20 (Interim)
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15,47,855
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15,47,855**
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28-Feb-27
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5
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Dividend 2019-20 (Second Interim)
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29,14,657
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17,14,504**
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09-Apr-27
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6
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Dividend 2020-21 (Final)
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45,47,647
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12,99,328**
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25-Aug-28
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7
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Dividend 2021-22 (Interim)
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18,49,611
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7,70,671**
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05-Mar-29
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8
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Dividend 2021-22 (Final)
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30,05,343
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12,02,137**
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25-Aug-29
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9
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Dividend 2022-23 (Interim)
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28,12,392
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9,37,464**
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02-Mar-30
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10
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Dividend 2022-23 (Final)
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17,35,010
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6,94,004**
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25-Aug-30
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11
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Dividend 2023-24 (Interim)
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12,72,616
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3,18,154**
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01-Mar-31
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12
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Dividend 2023-24 (Final)
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36,54,652
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10,44,186**
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25-Aug-31
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13
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Dividend 2024-25 (Interim)
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26,31,857
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7,51,959**
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05-Mar-32
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Notes
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* Before sub-division, Equity Share having face value of H 10/- each. ** After sub-division, Equity Share having face value of H 2/- each.
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5. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES
During the reporting year, the Company acquired 8,28,877 equity shares representing 55.26% equity stake in S&C on 4th December, 2024. In addition to that, the Company has made investments in Mutual Funds and Fixed Deposits.
No Loans, Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given / provided / made during the reporting year. A letter of Comfort amounting to H 100 Million issued to SBM Bank (India) on behalf of Kirloskar Management Services Private Limited in past was no longer in effect at the end of the year.
6. DIRECTORS
6.1 Directors and Key Managerial Personnel During the reporting year:
i. Mr Bimal Manu Tanna (DIN: 06767157) and Mr Deepak Bagla (DIN: 01959175), were appointed as Additional Directors in the category of Non-Executive Independent Directors on the Board of the Company. The Members approved their appointment as Independent Directors of the Company for a period of 5 years i.e., from 22nd July, 2024 to 21st July, 2029 by way of postal ballot on 17th September, 2024.
ii. Mr Mahesh Chhabria (DIN: 00166049) resigned from the Board with effect from 31st March, 2025. The Board places on record their sincere appreciation and extends gratitude to Mr Mahesh Chhabria for his invaluable contribution over the years. The Board has decided to not fill-up the casual vacancy created by the resignation of Mr Mahesh Chhabria in the ensuing Annual General Meeting.
Mr Atul 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 Atul C Kirloskar is proposed for approval in the forthcoming Annual General Meeting.
The Board on the recommendation of Nomination and Remuneration Committee and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Ms Varsha Vasant Purandare (DIN: 05288076) as an Additional Director in the category of Non-Executive Independent Director on the Board for a tenure of 5 (five) consecutive years from 24th April, 2025 to 23rd April, 2030, subject to approval of Members at this 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.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meetings (SS-2) are given in the Notice of AGM, forming part of the Annual Report.
There is no change in the Key Managerial Personnel during the reporting year.
6.2. 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 Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
All the Directors and Senior Management Personnel have also complied with the Code of Conduct of the Company as required under SEBI Listing Regulations for its Directors and Senior Management. The Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV to the Act.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.
6.3 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 Company’s website on the following weblink: https://www.kirloskarpneumatic.com/investors/ company-policies
6.4 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 Act and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out performance evaluation of its own performance and that of its committees and individual Directors.
6.5 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 Act and SEBI Listing Regulations.
6.6 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 Act and SEBI Listing Regulations as well as changes in the composition, if any and number of meetings held during the year forms part of the Report on Corporate Governance.
6.7 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, 2025 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
The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.
All related party transactions which were entered into during the financial year were on an arm’s 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 arm’s length and in the ordinary course of business is supported by a certificate from the Managing Director as well as the certificate from Statutory Auditors / 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 disclosures as per IND AS for transactions with related parties are provided in the Financial Statements of the Company.
The Company also discloses, in the prescribed format, on the Stock Exchange(s) transactions with the related parties on half yearly basis.
8. RISK MANAGEMENT
The Board has adopted a Risk Management Policy. The policy is focused on sustainable business growth with stability and a pro-active approach in identifying, evaluating, mitigating and reporting risks associated with the Companies business.
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 Company’s 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.
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.
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.
10. AUDITORS
10.1 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 5 (five) consecutive years from the conclusion of the 46th AGM till the conclusion of the 51st AGM 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, 2025.
10.2 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 2025-26 on a remuneration of H 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, 2026 is proposed for approval in the forthcoming AGM.
10.3 Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration 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, 2025.
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 2024-25.
Pursuant to SEBI Regulations 2015, the Audit Committee and the Board of Directors have recommended the appointment of M/s SVD & Associates, a partnership firm of Company Secretaries in Practice as Secretarial Auditor for a term of 5 (five) consecutive years from the conclusion of this 50th AGM till the Conclusion of 55th AGM of the Company to be held in the year 2030 at such remuneration and applicable taxes and out of pocket expenses as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.
Details of the Proposal for appointment of M/s SVD & Associates are given in the Explanatory Statement to the Notice of the 50th AGM as required under Section 102 of the Act. Accordingly, the necessary resolution for appointment of M/s SVD & Associates, a partnership firm of Company Secretaries in Practice as Secretarial Auditors for a period of 5 (five) consecutive years is proposed for approval in the forthcoming AGM.
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 Act, any instance of fraud committed against the Company by its officers or employees. Therefore, no details are required to be provided in the Board’s 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 Regulations is annexed and forms part of the Annual Report.
State of Company’s 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 Act is available on the web-link: https:// www.kirloskarpneumatic.com/investors/annual-return
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 Act.
As part of its initiatives under Corporate Social Responsibility (CSR), your Company has undertaken projects in the areas of Promoting Education, 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) and ESG disclosure requirements.
While in the previous year your Company conducted a Society Perception Survey through an external agency to know the satisfaction levels (Society Satisfaction Index - 95%) about our CSR initiatives as well as to understand the needs and expectations of the stakeholders, this year it made significant improvements in its education promotion (Bharari and Youth Skilling), adolescence health (Releshani) and environment (Kirloskar Vasundhara) initiatives by incorporating some of the suggestions received.
Your Company continued the focus on ‘youth skilling and employability’ through collaboration with S L Kirloskar CSR Foundation and NTTF (Nettur Technical Training Foundation). Eligible students were selected with due consideration for DEI (Diversity, Equity and Inclusion) and based on various socio-economic criteria. These selected candidates are supported for 3-year residential diploma programs in Mechatronics & Smart Factory, Electronics & Embedded Systems and Electrical & Electronics. We are now supporting 5 different batches at the Bengaluru, Dharwad and Pune centers of NTTF.
‘Bharari’ and ‘KaShi’ initiatives that promote primary and secondary education were continued by incorporating additional modules for holistic and scientific learning experiences. In addition to educational supports delivered through KaShi (Kanya Shiksha), the Bharari initiative was enhanced by incorporating life skills for 8th Std. students in addition to 7th Std. students and was extended to more schools in the vicinity of the Company’s Saswad factory.
Adolescence health initiative named ‘Releshani’, focusing on educating 9th to 11th Std. students about adolescence, mental health & well-being and healthy relationships, was consolidated and sustained in its second year of implementation.
Over a period of last 3 years as a WaSH intervention, we facilitated water filtration and purification plants for schools in the vicinity of your Company’s factory locations as well as in the Ramnadi river basin where we are supporting school initiatives of Ramnadi Restoration Mission 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 at schools located nearby Ramnadi river basin through activities such as wall paintings, workshops and competitions (essay, drawings etc.). The 5th Online Ram Nadi Festival as a part of Kirloskar Vasundhara Initiative highlighted the contributions made through such activities by way of screening specially created films. Additionally, Millet Festivals were organized through Kirloskar Vasundhara Initiative for schools in the vicinity of your Company’s factory locations comprising of interactive workshops, wall paintings and millets recipes competition to create awareness about millets amongst children, parents and teachers of the participating schools.
KIM - Contribution to Kirloskar Institute of Management (Formerly Kirloskar Institute of Advanced Management Studies) was continued by contributing H 18 Million during the year to promote higher management 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 Regulations, as amended, forms part of this Annual Report. The Company took a step to take voluntarily assurance of its Business Responsibility and Sustainability 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, the Company has also provided Kirloskar Ethics Helpline to report their genuine concerns. During the year no complaints were reported.
22. FIXED DEPOSIT
Your Company has discontinued accepting fixed deposits since 2001-02. As such, as of 31st March, 2025 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 AGM 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.
• Conducted total 15 programs including online programs which covered 607 employees including GET and contract employees.
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 structured training need identification process, 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 81 in the engagement survey 2023 conducted by an external Independent Agency which is conducted every alternate year. In the FY 2025 your Company also conducted an internal survey of HR processes in which all the processes were rated in the maintained category.
This year your company has participated in the 15th CII National HR Excellence Assessment and has been awarded with prestigious “Prize for Distinction in HR Excellence”, the only company in the country to achieve this accolade five times in a row. Your company also won the prestigious Annual Kirloskar Icons award in the category “Excellence” for the consistent HR performance and benchmark employee engagement.
Your Company has 853 permanent employees and workers on its rolls as on 31st March, 2025.
26. ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all employees for their individual efforts and collective contribution to your Company’s 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.
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