Directors Report of Pneumatic Holdings Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their First Annual Report together with the Audited statement ot Accounts for the year ending 31 March 2015.

The Company was incorporated on September 16, 2014 as a wholly owned subsidiary of Kirloskar Brothers Investments Limited and received Certificate of Incorporation on that date from Registrar oi Companies, Pune, Maharashtra.

FINANCIAL PERFORMANCE

The Company's financial performance for the year under review are given hereunder:

Particulars Amount in Rs.

Total Income 7,51,325

Total Expenditure 87,96,608

Profit before exceptional items and taxation (80,45,283)

Provision for tax (including deferred tax) (24,15,701)

Net Profit/(Loss) (56,29,582)

During the year, the Company invested in Fixed Deposits and earned an interest income of Rs. 7.51 lakhs.

DIVIDEND

Your Directors do not recommend dividend for financial year 2014-15. OPERATIONS:

The Company was incorporated with an object:

1. to carry on business as an investment Company and to buy, sell, invest, acquire by gift transfer, allotment and hold in the name of the Company or its nominees, shares, [stocks,' papers, debenture stock, bonds, commercial papers, obligations and securities of any kind, issued and/or guaranteed by any of the Kirloskar Group Companies and/or their Affiliates subject to prior approval of Reserve Bank of India wherever necessary and to buy, sell, acquire other security investments of Kirloskar Brothers Investments Limited, under any scheme of arrangement / merger / demerger or under any court order or by way of transfer, allotment.

2. To carry on business of Travel Services in the form of Vehicle Leasing.

During the period under review, Kirloskar Brothers Investments Limited (KBIL) had proposed it's restructuring by way of a Composite Scheme of Arrangement and Amalgamation (the Composite Scheme") between the Company, KBIL and Kirloskar Oil Engines Limited (KOEL) and their respective shareholders and creditors, to demerge the Travel Services Undertaking along with various investments of KBIL except KOEL into the Company and merge the residual company with KOEL. Final hearing in this regard concluded on 30 April 2015 and an order of the Hon'ble Bombay High Court is awaited.

After the Scheme is effective, the Company will commence the operations as per its object clause.

CAPITAL

The Authorized Capital of the Company is Rs. 2,00,00,000/- and the Board of Directors of the Company proposes to increase the same to Rs. 7,50,00,000/- by creation of additional 55,00,000 Equity Shares of Rs. 10/- each.

AUDITORS

The Board of Directors appointed M/s. P. G. Bhagwat, Chartered Accountants (Firm's Registration No. 101118W), Pune, as First Statutory Auditors of the Company at its meeting held on 17 September 2015. It is proposed to appoint M/s. P. G. Bhagwat as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of sixth Annual General Meeting of the Company to be held in financial year ended 2019-20, subject to ratification by members annually. The requisite certificate as per Section 139 of the Act has been received by the Company.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPROT PRUSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN

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

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 4 (four) Board meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS'S RESONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the year ended 31 March 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

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

c) that the proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis:

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

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149 OF THE ACT

The Company has received the declarations pursuant to provisions of Section 149 of the Act from the Independent Directors.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company was not required m device any policy relating to Directors" appointment, payment of remuneration and discharge of their duties as the relevant provisions are not applicable to the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT

There was no qualification, reservation or adverse remark made by the Statutory Auditors in their report. The Company was not required to obtain report of practicing company secretary.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

Your Company has not given any loan or guarantee or security or made any investment during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM

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

STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the paras of operation and financial performance.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Nil.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

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

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

B. Foreign exchange earnings and Outgo

Sr. Particulars Amount

in'

i) Foreign Exchange earned in terms of actual inflows during the year Nil

ii) | Foreign Exchange outgo during the year in terms of actual outflows Nil

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY

The Company has not formulated any Risk Management Policy.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Act in respect of Corporate Social Responsibility are not applicable to the Company.

BOARD EVALUATION

The Company is not required to conduct performance evaluation of its Board.

CHANGE IN THE NATURE OF BUSINESS, IF ANY There has been no change in the nature of business during the financial year under review.

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

Mr. Atul Kirloskar, Mr. A. C. Kulkarni, Mr. A. N. Alawani and Mr. Sunil Shah Singh were appointed as the First Directors of the Company with effect from September 16, 2014 (date of incorporation of the Company).

All the First Directors retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Vijay K. Bajhal and Mrs. Savita P. Sahasrabudhe were appointed as an Additional Directors of the Company with effect from 17 September, 2014. Both the Directors hold office till the conclusion of this ensuing Annual General Meeting and are eligible for re-appointment.

It is proposed to re-appoint Mr. Vijay K. Bajhal for a period of one year and Mr. Sunil Shah Singh and Mrs. Savita Sahasrabudhe for a period of five years respectively, as Independent Directors under Section 149,152 and Schedule IV of the Companies Act, 2013 ("the Act") and rules there under.

The Company has received notices under Section 160 of the Act from a member signifying their intention to propose re-appointment of all of the above Directors at the ensuing Annual General Meeting.

The Company does not have Key Managerial Personnel.

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

None.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

None.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

None.

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

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

The Company has filed a Composite Scheme of Arrangement and Amalgamation (the "Composite Scheme") between the Kirloskar Brothers Investments Limited, the Company and Kirloskar Oil Engines Limited (KOEL) and their respective shareholders and creditors, to demerge the Travel Services Undertaking along with various investments of KBIL except investment in KOEL into the Company and merge the residual company with KOEL. Final hearing in this regard concluded on April 30, 2015 and an order of the Hon'ble Bombay High Court is awaited.

After the scheme is effective, the Company will commence its operations.

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

None.

COMPOSITION OF AUDIT COMMITTEE:

The Company was not required to constitute Audit Committee and formulate Vigil Mechanism as the relevant provisions of the Act read with rules are not applicable to the Company.

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

None.

CASH FLOW

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

ACKNOWLEDGEMENTS

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS



ATUL KIRLOSKAR

CHAIRMAN

DIN: 00007387

DATE: 19 MAY 2015

PLACE: PUNE