Mar 31, 2018
Dear Shareholders,
The directors present the 71st Annual Report of Kirloskar Electric Company Limited (hereinafter referred as âthe companyâ or âKECLâ) along with the audited financial statement for the financial year ended March 31, 2018. The consolidated performance of the company and its subsidiaries has been referred to wherever required.
Review of performance and state of companyâs affairs:
During the year under report, your company achieved a turnover of Rs. 39,454/- lakhs (previous year Rs. 65,276/- lakhs). The operations have resulted in net loss of Rs. 7,569/- lakhs (previous year net loss was Rs. 1,196/- lakhs).
The financial highlights are as follows; (Rs. In Lakhs)
Standalone |
Consolidated |
|||
PARTICULARS |
2017-18 |
2016-17 |
2017-18 |
2016-17 |
Revenue from operations |
37,913 |
62,612 |
37,925 |
62,614 |
Other income (net) |
1,541 |
2,664 |
670 |
1,660 |
Total Income |
39,454 |
65,276 |
38,595 |
64,274 |
Total Expense |
47,137 |
68,021 |
4,7309 |
69,509 |
Profit / (Loss) before tax |
(7,683) |
(2,745) |
(8,714) |
5,235 |
Tax Expense |
- |
(7) |
- |
(3) |
Profit / (Loss) after tax |
(7,683) |
(2,738) |
(8,714) |
5,232 |
Other comprehensive income (Net) |
114 |
1,542 |
114 |
1,542 |
Total comprehensive income / (Loss) for the period |
(7,569) |
(1,196) |
(8,600) |
3,690 |
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 losses, your directors do not recommend any dividend for the year.
Reserves:
The company has not transferred any amount to the general reserve account during the period under review.
Abridged Annual Report:
In terms of the provisions of regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 136 of the Companies Act, 2013, the Board of directors has decided to circulate the abridged annual report containing the salient features of the Balance Sheet and Statement of Profit and Loss account to the shareholders for the financial year ended on March 31, 2018. Full version of the annual report will be available on company''s website www.kirloskar-electric.com and will also be made available to investors upon request.
Fixed deposits:
SL. No. |
Particulars |
Amount in Lakhs |
1. |
Accepted during the year |
Nil |
2. |
Remained unpaid or unclaimed at the end of the year. |
622.9 |
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 |
N/A |
4. |
Details of deposits which are not in compliance with the requirements of Chapter V of the Act |
Nil |
Subsidiaries, associate companies & joint ventures:
The company has six wholly owned subsidiaries and one associate company.
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.
Directors and Key Managerial Personnel
Mr. Vijay R Kirloskar (DIN: 00031253) has been reappointed as Executive Chairman of the company effective from August 12, 2017 for a period of three (3) years.
Mr. Anand B Hunnur (DIN: 06650798) has been appointed as Managing Director of the company effective from May 26, 2017 for a period of three (3) years.
Mr. Vinayak N Bapat (DIN: 06936639) has resigned from the position of Managing Director, due to personal reason and has ceased to be Managing Director effective from August 11, 2017.
In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the company, Mrs. Meena Kirloskar (DIN: 00286774), Non-executive Director being longest in the office, shall retire by rotation and being eligible, offer herself for re-appointment seeking members'' approval and the same has been set forth in the notice of the 71st annual general meeting of the company.
Mr. Soumendra Kumar Mahapatra has resigned from the position of chief financial officer, due to personal reason and has ceased to be chief financial officer effective from August 12, 2017.
Mr. Sanjeev Kumar S has been appointed as the chief financial officer of the company effective from August 10, 2017.
Mr. Chinmoy Patnaik has resigned from the position of Associate Vice President - Legal & Company Secretary, due to personal reason and has ceased to be Associate Vice President - Legal & Company Secretary effective from October 31, 2017.
Ms. K S Swapna Latha has been appointed as Sr. General Manager - Legal & Company Secretary of the company effective from February 12, 2018.
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.
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:
Six meetings of the Board of directors were held during the financial year 2017-18. The composition of Committee and others details are contained in the Corporate Governance Report which forms part of the annual report. The Nomination and remuneration policy and risk management policy has been appended to this report as Annexure I and Annexure II respectively.
Managerial remuneration:
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in the Form MGT - 9.
Particulars of employees:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 the names and other particulars of specified employees are set out in annexure to the Board''s report. Having regard to provisions of Section 136(1) of the Companies Act, 2013, the annual report excluding the aforesaid information is being sent to the members of the company. The said information is avaible for inspection on all working days, during business hours at the registered office of the company. Any member interested in obtaining such information may write to Company Secretary and the same will be furnished on request.
Corporate Social Responsibility:
In pursuance of the provisions of the Companies Act, 2013 and CSR Policy of the company, it is required to spend two percent of the average net profits of the company for the three immediately preceding financial years. The company has incurred heavy losses in preceding three financial years and the average net profits for three financial years is in negative, thus the company was not required to spend any money for the CSR activities during the financial year ending March 31, 2018.
Vigil mechanism for Directors and Employees:
The company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism 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. It is 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 (URL:http://www.kirloskar-electric.com/images/pdf/investor/policies/Whistle-Blower-Policy.pdf
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 âPolicy 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, 2018;
Sl. No |
Particulars |
Status |
1 |
No of complaints received in the year |
Nil |
2 |
No of complaints disposed off in the year |
Nil |
3 |
Cases pending for more than 90 days |
Nil |
4 |
No of workshops and awareness programmes conducted in the year |
5 |
5 |
Nature of action by employer or District office, if any |
Nil |
Particulars of loans, guarantee, investments and securities:
There was no loan and advance, guarantee or investment made by the company during the year under report.
Particulars of loans, advances, investments as required under the listing regulations:
The details of related party disclosures with respect loans, advance, 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. 7 & 37(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:
The particulars of every contract or arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC -2 appended hereto.
All related party transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (âthe Act'') and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and the provisions of Section 188 of the Companies Act, 2013 are not attracted.
There were no materially significant related party transactions made by the company during the year that would have required Shareholder approval as per provision of Companies Act 2013 read with applicable rules and Regulation 23 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee from time to time.
The Policy on Related Party Transaction is available on the company''s website (URL: http://www.kirloskar-electric.com/ images/pdf/investor/policies/Policy-on-related-party-transactions.pdf
Your directors draw attention of the members to note no. 37(13) to the standalone financials statement which sets out the related party disclosures.
Share Capital:
As at March 31, 2018, the paid up share capital of your company stood at Rs. 664,140,710/- divided into 66,414,071 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 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 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.
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.
Secretarial Standards:
The Board confirms the compliance with applicable Secretarial Standards i.e., SS-1 and SS-2 relating to meeting of the Board of directors and General meeting respectively have been duly followed by the company.
Statutory audit:
M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants, (Registration no. AAD-7041) were appointed as auditors of the company to hold office from the conclusion of the 70th annual general meeting until the conclusion of the 72nd annual general meeting. The proposed appointment is as per section 139 and 142 of the Companies Act, 2013. Subsequent to amendment of Companies (Amendment) Act, 2017 the company is not required to ratify their appointment.
Internal audit:
The company has appointed M/s. B K Ramadhyani Co. LLP as its internal auditors for 2017-18.
Cost audit:
M/s. Rao, Murthy and Associates, Cost Accountants, were appointed as cost auditors of the company for the financial year ended March 31, 2018. The Board of directors of your company has fixed Rs. 350,000/- (Rupees three 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 71st 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. Swaroop, Ravishankar & Associates, Company Secretaries, were appointed as secretarial auditors for the financial year 2017-18 to conduct secretarial audit 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 auditorsâ qualifications / adverse remarks / emphasis on matters:
The comments / observations of the auditors are self-explanatory and company''s explanation thereto has been given in the relevant notes to accounts.
Extract of annual return:
According to the provisions of Section 92(3) of the Companies Act, 2013, an extract of the annual return is appended hereto as Form MGT-9, which forms part of this report.
Directorâs Responsibility Statement:
We, the directors of your company, confirm, to the best of our knowledge and ability that-
(a) in 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 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
Corporate Governance:
Your company''s corporate governance report for the financial year 2017-18 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.
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.
No fraud has been reported by auditors to the Audit Committee of the Board.
Neither the Chairman and nor the Managing Director of the company receive any remuneration or commission form any of its subsidiaries.
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 2017-18 impacting the going concern status and company''s operations in future.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The relevant data pertaining to conservation of energy, technology absorption and other details are given in the Annexure - III, which forms part of this report.
Management Discussion and Analysis:
Management discussion and analysis, is appended hereto as Annexure - IV and forms part of this report.
Details in respect of adequacy of internal financial controls with reference to the financial statement:
Internal Financial Controls:
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.
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
Vijay R Kirloskar
Place: Hubli Executive Chairman
Date: 08-08-2018 DIN : 00031253
Mar 31, 2016
Dear Members,
The directors have the pleasure of presenting the 69th Annual Report on the business and operations of your company, together with the audited financial statement (including the consolidated financial statement) of your company for the financial year ended March 31, 2016.
Performance review and the state of companyâs affairs
During the year under report, your company achieved a turnover of Rs, 54,775/- lakhs (previous year Rs, 51,081/- lakhs). The operations have resulted in net loss of Rs, 3,113/- lakhs (previous year Rs, 12,975/- lakhs).
In view of the losses, your directors do not recommend any dividend for the year.
The Financial Highlights of the company are as follows:
(Rs, Lakhs)
PARTICULARS |
2015-16 |
2014-1 5 |
Total Revenues |
54, 775.15 |
51, 080.32 |
Profit before depreciation and taxes |
(5268.22) |
(10590.32) |
Profit before taxes |
(3113.04) |
(12974.63) |
Provision for taxes (Incl. Deferred Tax) |
- |
- |
Profit for the year after taxes |
(3113.04) |
(12974.63) |
Balance brought forward from previous year |
(5992.93) |
(6284.82) |
Profit available for appropriation |
- |
696.88 |
Transfer to general reserve |
- |
- |
Balance carried to balance sheet |
(9105.97) |
(5992.93) |
Details in respect of adequacy of internal financial controls with reference to the financial statement
The company has system of internal financial control, which is in operation.
Details of subsidiary companies
Your company has six wholly owned subsidiaries and one associate company.
Report on the performance and financial position of each of the subsidiaries & associate company has been provided in Form AOC-1 appended to this report.
Fixed Deposits
SL. No. |
Particulars |
Amount in Lakhs |
1. |
Accepted during the year |
Nil |
2. |
Remained unpaid or unclaimed at the end of the year. |
2, 752 |
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 |
NA |
4. |
Details of deposits which are not in compliance with the requirements of Chapter V of the Act |
NIL |
Share Capital
Your company had issued 1,595,890 Compulsorily Convertible Preference Shares (CCPS) of Rs, 100/- each to Mr. Vijay R Kirloskar, Executive Chairman, during the financial year 2014 -15. According to the terms of the issue, the CCPS were required to be converted into Equity Shares in two tranches within a period of eighteen months from the date of the issue. In accordance with the terms of the issue, the Board of directors at its meeting held on February 11, 2016 approved conversion of first tranche aggregating to 777,485 CCPS. Upon the conversion, 2,554,156 Equity Shares of Rs, 10/- each were issued at a premium of Rs, 20.44/- per share to Mr. Vijay R Kirloskar.
As at March 31, 2016, the paid up share capital of the company was Rs, 639,177,730/- divided into 55,733,723 Equity Shares of Rs, 10/- each and 818,405 Compulsorily Convertible Preference Share of Rs, 100/- each.
Statutory audit:
M/s. B.K. Ramadhyani & Co. LLP (LLP registration No. AAD-7041), Chartered Accountants, and M/s. Sunder & Associates (AF No. 1172), Chartered Accountants, Malaysia, are the retiring auditors. They are eligible for reappointment and have submitted written consents along with other documents as required under the applicable provisions of the Companies Act, 2013. The audit committee and the Board have recommended M/s. B.K. Ramadhyani & Co. LLP, Chartered Accountants, to be appointed as auditors of the company for the financial year ended March 31, 2017 and M/s. Sunder & Associates, Chartered Accountants, Malaysia, as auditors to audit the accounts of the Malaysia sales office and report thereon.
Internal audit
The company has appointed M/s. KPMG Ltd. as its internal auditors.
Cost audit
M/s. Rao, Murthy and Associates, Cost Accountants, were appointed as cost auditors of the company for the financial year ended March 31, 2016. Your company has fixed Rs, 4, 50,000/-as audit fees, which requires ratification by the members of the company in terms of the applicable provisions of the Companies Act, 2013.
The audit committee of the Board and the Board of directors has recommended M/s. Rao, Murthy and Associates, Cost Accountants, for appointment as cost auditors of the company for the financial year 2016-17. Appropriate resolution seeking members approval on the proposed appointment including the audit fees payable to them are set forth in the notice of the 69th annual general meeting of the company.
Secretarial Audit:
M/s. Swaroop, Ravishankar & Associates, Company Secretaries were appointed as secretarial auditor for the financial year ended March 31, 2016 to conduct secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 and the audit report is enclosed as Form MR - 3.
Extract of annual return
According to the provisions of Section 92(3) of the Companies Act, 2013, an extract of the annual return is appended hereto as Form MGT-9, which forms part of this report.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The relevant data pertaining to conservation of energy, technology absorption and other details are given in the Annexure I, which forms part of this report.
Directors and key managerial personnel
Mrs. Meena Kirloskar, director, is liable to retire by rotation and, being eligible, seeks reappointment.
Late Shri A.S. Lakshmanan, director, passed away on October 13, 2015.
Mr. Ram J. Shahaney, director has resigned from the Board of directors effective from March 14, 2016.
Dr. Ashok Misra, director, has been appointed as an independent director for a period of consecutive five years effective from November 5, 2015. His appointment is being proposed for approval of the members at the 69th annual general meeting.
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.
Mr. Chinmoy Patnaik has been appointed as Associate Vice President - Legal and Company Secretary effective from November 18, 2015.
Board evaluation
Your company believes that it is the effectiveness of the Board that contributes to the companyâs performance. The criteria for Board evaluation contemplates evaluation of directorsâ performance based upon their performance as directors apart from their specific role as independent, non-executive and executive directors. Details on the committees of the Board are provided in the corporate governance report attached to this annual report.
The criteria also specifies that the Board would evaluate each committeeâs performance based on the mandate on which the committee has been constituted and the contributions made by each member of the said committee in effective discharge of their responsibilities.
The Board of directors of your company has made annual evaluation of its performance, its committees and directors for the financial year 2015-16.
Number of meetings of the Board of directors
Seven meetings of the Board of directors were held during the year 2015-16. For further details, please refer to the corporate governance report.
Vigil mechanism for directors and employees
The company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the directors and employees to report their concerns about any poor or unacceptable practices or any event of misconduct or violation of companyâs code of conduct. The purpose of this policy is to provide a framework to secure whistle blowing. It is to protect the employees who are willing to blow whistles. 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 companyâs website (URL:http://www. kirloskar-electric.com/images/pdf/investor/policies/Whistle-Blower-Policy.pdf).
Particulars of contracts or arrangements with related parties
The particulars of every contract or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC -2 appended hereto. The Policy on Related Party Transaction is available on the companyâs website (URL:http://www. kirloskarelectric.com/images/pdf/investor/policies/RPT-policy.pdf).
Managerial remuneration
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in the Form MGT - 9.
Corporate Governance
Your companyâs corporate governance report for the fiscal 2016 is attached to this annual report. A certificate on the status of compliance on corporate governance is also appended and forms part of this annual report.
Management Discussion and Analysis
Management discussion and analysis is appended hereto as Annexure - II and forms part of this report.
Nomination and Remuneration Policy
The company has adopted nomination and remuneration policy, which is appended to this report as Annexure - III.
Risk Management Policy
The company has also adopted and implemented a policy on Risk Management, which is appended to this report as Annexure - IV. Particulars of employees
In terms of the provisions of Section 197 (12) of the Companies Act, 2013, the names and other particulars of specified employees are set out in the annexure to the Boardâs Report. Having regard to the provisions of section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to all members of the company, excluding the aforesaid information. Any member interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the company.
Particulars of loans, guarantees or investments
The details of loans, guarantees or investments made during the year are given below: (Rs, In Lakhs)
Sl. No. |
Companies |
Nature of Transaction |
Loans |
Guarantees |
Investments |
1. |
KELBUZZ Trading Private Limited |
Investment in Shares |
Nil |
Nil |
Nil |
2. |
Luxquisite Parkland Private Limited |
Investment in Shares |
Nil |
Nil |
Nil |
3. |
SLPKG Estate Holdings Private Limited |
Investment in Shares |
Nil |
Nil |
Nil |
4. |
SKG Terra Promenade Private Limited |
Investment in Shares |
Nil |
Nil |
Nil |
5 |
Kirsons B.V |
Investment in Shares |
Nil |
Nil |
Nil |
6. |
Swaki Habitat Private Limited |
Nil |
Nil |
Nil |
1.00 |
7. |
Kesvik Developers Private Limited |
Nil |
Nil |
Nil |
1.00 |
Directorâs Responsibility Statement
We, the directors of your company, confirm, to the best of our knowledge and ability, that -
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) we had 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 and loss of the company for that period;
(c) we had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) we had prepared the annual accounts on a going concern basis; and
(e) we had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) we had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Explanations or comments on auditorsâ qualifications / adverse remarks / emphasis on matters:
A. Auditorâs Report
The comments /observations of the auditors are self-explanatory and the companyâs explanations thereto have been given in relevant notes in the Notes to Accounts on page 62.
B. Secretarial Audit Report
In reply to the comments offered by the secretarial auditor, we wish to offer response as under:
Remark/ comment of the auditor
âThe company has not filed standalone financials for its subsidiary companies and consolidated financials for the year" Managementâs response
The company faced technical issues while uploading the concerned forms on the website of the Ministry of Corporate Affairs (MCA). The company raised tickets, approached MCA help desk number of times and also wrote to Registrar of Companies seeking resolution on the matter. The company could upload the forms on July 27, 2016.
Acknowledgements:
The Board of directors took this opportunity to express its sincere appreciation for the continued support and confidence received from the companyâs Bankers, customers, suppliers, depositors and the shareholders.
The company considers its employees as its most important 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: 12.08.2016 Executive Chairman
Mar 31, 2014
The Shareholders
The Directors have pleasure in presenting the 67th Annual Report on
the business operations of the company, together with the Audited
Statement of Accounts for the year ended 31st March, 2014. The
financial highlights on the Business operations of the Company are as
follows:
Company''s Performance
During the year under report, your Company has achieved a turnover of
Rs. 67,984.27 lakhs (previous year Rs.80,194.27 lakhs). The operations
have resulted in a net loss of Rs.4,100.96 lakhs (previous year net
profit of Rs. 416.03 lakhs). Industry Outlook
The market for your company products remains subdued. The present
manufacturing capacity in India is in far excess of the existing
demand. This has lead to very aggressive competition and subsequent
negative pressure on the prices of products. Your Company has taken
several steps to mitigate the impact of this by taking several measures
for optimizing the capacity utilization, market reach and performance.
Dividend
In order to conserve resources for Company'' s growth, your Directors do
not propose to declare any dividend for the year under report. The
Company has not transferred any amount to its General Reserve.
Subsidiary - Kirsons B.V.
The operations of Kirsons B.V., your subsidiary have resulted in net
loss of  2.94 lakhs (Previous year  1.04lakhs). Subsidiary
Companies
The Company as of March 31, 2014 had one subsidiary, viz., Kirsons
B.V., Netherlands (Kirsons). Kirsons is having two subsidiaries - Lloyd
Dynamowerke GmbH & Co. KG, Germany and Lloyd Beteiligungs-GmbH,
Germany. Pursuant to section 212 of the Companies Act, the annual
accounts of subsidiary companies for the year ended 31st March, 2014
along with the statements referred to in the said section, are attached
with Consolidated Financial Statements as required.
Lloyd Dynamowerke GmbH & Co. KG, Germany (LDW)
As you are aware, your Company holds 94.89% shares in Lloyd Dynamowerke
GmbH & Co. KG, Germany and the entire shareholding in Lloyd
Beteiligungs-GmbH, Germany through its subsidiary in The Netherlands -
Kirsons B.V. Lloyd Dynamowerke GmbH & Co. KG,Germany is a limited
partnership existing in accordance with the Laws of Germany which owns
an electrical machine manufacturing plant at Bremen. During the year
ended 31st March, 2014 Lloyd Dynamowerke GmbH & Co. KG, had turnover of
 390.41 lakhs(Rs.31,622.97 lakhs) {Previous year  399.57 lakhs
(Rs. 27,942 lakhs)} with a net loss after tax of  58.43
lakhs(Rs.4,826.92 lakhs) {Previous year net loss  64.60 lakhs
(Rs.4,496 lakhs)}. Rotating Machines Group
During the year under review the sales under Rotating Machines Group
amounted to Rs.68,983.02 lakhs as against Rs.69,935.88 lakhs in
2012-13.
Power Generation and Distribution Group
During the year under review the sales under Power Generation and
Distribution Group amounted to Rs.31,608.77 lakhs as against
Rs.40,861.21 lakhs in 2012-13.
Others
During the year under review the sale of other Electrical Products
amounted to Rs.5,368.11 lakhs as against Rs.4,719.32 lakhs in 2012-13.
Human Resources
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. The Company focuses on building an organization
through induction and development of talent to meet current and future
needs. Various HR initiatives have been taken to align the HR Policies
of the Company with the growth projections of the Company. The Company
has 1686 employees as on 31.03.2014.
Environment, Safety and Energy Conservation
As required by the Companies (Disclosure of particulars in the Report
of Directors) Rules, 1988, the relevant data pertaining to conservation
of energy, technology absorption and other details are given in the
Annexure to this report.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules,
1975,the names and other particulars of specified employees are set out
in the Annexure to the Directors Report. However having regard to the
provisions of section 219(1 )(b)(iv) of the Companies Act, 1956, the
Annual Report is being sent to all members of the Company, excluding
the aforesaid information. Any member interested in obtaining these
particulars may write to the Company Secretary at the Registered Office
of the Company.
Corporate Governance
Pursuant to the requirements of the Listing Agreements with Stock
Exchanges, your Directors are pleased to annex the following:
1. Management Discussion and Analysis Report
2. Report on Corporate Governance
3. Auditors Certificate regarding compliance of conditions of Corporate
Governance
4. CEO & CFO Certificate
5. CEO Certificate regarding compliance with the Code of Conduct.
These annexures form part of this report.
Directors
Mr.A.S.Lakshmanan retire by rotation at the ensuing Annual General
Meeting and is eligible for re-appointment.
The Board has appointed Mr. K.Ganesh as an Additional Director of the
Company at their meeting held on 30th September, 2013. Mr. K.Ganesh
hold office upto the date of the Annual General Meeting and has been
proposed for appointment.
The Board has appointed Mr.S.N.Agarwal, Mr.Sarosh J Ghandy, Mr.Anil
Kumar Bhandari, Mr.V.P.Mahendra, Mr.Kamlesh Gandhi and Mr.Ram J
Shahaney, as non Executive Independent Directors for a period of five
years from the date of this Annual General Meeting and are not liable
to retire by rotation.
The Board has appointed Mr. Vinayak Narayan Bapat as an Additional
Director of the Company at their meeting held on 12th August, 2014. Mr.
Vinayak Narayan Bapat hold office upto the date of the Annual General
Meeting and has been proposed for appointment. He is appointed as
Managing Director for a period of three years w.e.f. 12th August 2014.
The Board has appointed Mr. Anand B Hunnur as an Additional Director of
the Company at their meeting held on 12th August, 2014. Mr. Anand B
Hunnur hold office upto the date of the Annual General Meeting and has
been proposed for appointment. He is appointed as Director - Sales for
a period of three years w.e.f. 12th August 2014.
The Board has appointed Mr.Vijay R Kirloskar as Executive Chairman for
a term of three years w.e.f. 12th August 2014. Mr.Alok Kumar Gupta,
Joint Managing Director, resigned from the services of the Company from
the close of office hours on 25th April, 2014. Your Directors place on
record their appreciation of the valuable services rendered by Mr.
Gupta during his tenure as a Director of the Company.
Directors'' Responsibility Statement
Pursuant to the Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been generally followed.
2. Appropriate accounting policies have been selected and applied
consistently and Directors have 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, 2014 and of the Profit and
Loss Account for the year ended 31st March, 2014.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
Auditors
M/s. B. K. Ramadhyani & Co., Chartered Accountants and M/s. Sundar &
Associates, Chartered Accountants, are the retiring Auditors in India
and Malaysia respectively. They are eligible for re-appointment. The
required certificates to the effect that the re-appointments, if made,
will be within the limit specified in Section 224(1 B) of the Companies
Act, have been received from M/s. B. K. Ramadhyani & Co., and M/s.
Sundar & Associates.
Fixed Deposits
40 persons had not claimed repayment of their matured deposits
amounting to Rs.61.30 lakhs as at 31st March, 2014. Out of the above
upto the date of this report, 34 Fixed Deposit amounting to Rs.57.60
lakhs has been repaid and balance 6 Fixed Deposit amounting to Rs.3.70
lakhs had not been claimed.
Directors'' Responsibility Statement
The Directors'' Responsibility Statement in conformity with the
requirement of the Companies Act, 1956 and the Companies Act, 2013 has
been included in the Directors'' Report to the Shareholders. A
Management Discussion and Analysis Report in terms of item IV (F) of
Clause 49 of the Listing Agreement has been annexed to the Directors''
Report.
The financial accounts are in conformity with the requirements under
the Companies Act, 1956 and the Companies Act, 2013. These accounts
reflects the form and substance of transactions and present a true and
fair view of the Company''s financial conditions and the results of
operations.
The Company has a system of internal control which is reviewed,
evaluated and updated on an ongoing basis. The Internal Audit
Department has conducted periodic audit of systems and procedures to
provide reasonable assurance that the activities are conducted in a
manner not prejudicial to the interests of the Company.
The financial statements have been audited by M/s B.K. Ramadhyani &
Co., Chartered Accountants and have been reviewed by and discussed in
the Audit Committee Meeting.
Information pursuant to Clause 49 IV (G) (i) ( c) of the Listing
Agreement
The details required under Clause 49 IV (G) (i) ( c) of the Listing
Agreement are given in the notice convening the meeting.
Acknowledgements
The Board of Directors take this opportunity to express its sincere
appreciation for the continued support and confidence received from the
Company'' s Bankers, Financial Institutions, Customers, Suppliers,
Depositors, Shareholders and Employees.
For and on behalf of the Board of Directors of Kirloskar Electric
Company Limited
Place : Bangalore Vijay R Kirloskar
Date : August 12, 2014 Chairman
Mar 31, 2013
To The Shareholders
The Directors have pleasure in presenting the 66th Annual Report on
the business operation of the company, together with the Audited
Statement of Accounts for the year ended 31st March, 2013. The
financial highlights on the Business operations of the Company are as
follows:
FINANCIAL HIGHLIGHTS
(Rs.in Lakhs)
Particulars Year ended Year ended
31.03.2013 31.03.2012
Income 80,194.27 87,173.97
Expenditure 59,121.75 65,585.89
Gross Profit 21,072.52 21,588.08
Operating expenses 16,339.37 15,486.09
Operating Profit before
interest and depreciation 4,733.15 6,101.99
Interest 3,357.92 3,830.46
Depreciation, amortisation
and provisions 1,703.29 1,838.89
Operating profit before tax and
extraordinary items (328.06) 432.64
Other income (net) 901.83 576.26
Net profit before tax and after
extraordinary items 573.77 1,008.90
Provision for taxation 157.74 52.08
Net profit after tax and
after extraordinary items 416.03 956.82
Company Performance
During the year under report, your Company has achieved a turnover of Rs.
80,194.27 lakhs (previous year Rs. 87,173.97 lakhs). The operations have
resulted in a net profit of Rs. 416.03 lakhs (previous year Rs. 956.82
lakhs).
Industry Outlook
The market for your company products remains subdued. The present
manufacturing capacity in India is in far excess of the existing
demand. This has lead to very aggressive competition and subsequent
negative pressure on the prices of products. Your Company has taken
several steps to mitigate the impact of this by taking several measures
for optimizing the capacity utilization market reach and performance.
Dividend
In order to conserve resources for Company''s growth, your Directors do
not propose to declare any dividend for the year under report. The
Company has not transferred any amount to its General Reserve.
Subsidiary- Kirsons B.V.
The operations of Kirsons B.V. your subsidiary have resulted in net
loss of  1.04 lakhs (Previous year  0.71 lakhs).
Subsidiary Companies
The Company as of March 31, 2013 had one subsidiary, viz., Kirsons
B.V., Netherlands (Kirsons). Kirsons is having two subsidiaries - Lloyd
Dynamowerke GmbH & Co. KG, Germany and Lloyd Beteiligungs-GmbH,
Germany. Pursuant to section 212 of the Companies Act, the annual
accounts of subsidiary companies for the year ended 31st March, 2013
along with the statements referred to in the said section, are attached
with Consolidated Financial Statements as required.
Lloyd Dynamowerke GmbH & Co. KG, Germany (LDW)
As you are aware, your Company holds 94.89% shares in Lloyd Dynamowerke
GmbH & Co. KG, Germany and the entire shareholding in Lloyd
Beteiligungs-GmbH, Germany through its subsidiary in The Netherlands -
Kirsons B.V. Lloyd Dynamowerke GmbH & Co. KG, Germany is a limited
partnership existing in accordance with the Laws of Germany which owns
an electrical machine manufacturing plant at Bremen. During the year
ended 31st March, 2013 Lloyd Dynamowerke GmbH &Co. KG, had turnover of
 399.57 lakhs (Rs. 27,942 lakhs) {Previous year  333.33 lakhs (Rs. 22,066
lakhs)} with a net loss after tax of  64.60 lakhs (Rs. 4,496 lakhs)
{Previous year net loss  5.50 lakhs (Rs. 311 lakhs)}.
Rotating Machines Group
During the year under review the sales under Rotating Machines Group
amounted to Rs. 69,935.88 lakhs as against Rs. 63,566.02 lakhs in 2011-12.
Power Generation and Distribution Group
During the year under review the sales under Power Generation and
Distribution Group amounted to Rs. 40,861.21 lakhs as against Rs. 46,369.66
lakhs in 2011-12.
Others
During the year under review the sale of other Electrical Products
amounted to Rs. 4,719.32 lakhs as against Rs. 6,916.69 lakhs in 2011 -12.
Human Resources
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. The Company focuses on building an organization
through induction and development of talent to meet current and future
needs. Various HR initiatives have been taken to align the HR Policies
of the Company with the growth projections of the Company. The Company
has 1742 employees as on 31.03.2013.
Environment, Safety and Energy Conservation
As required by the Companies (Disclosure of particulars in the Report
of Directors) Rules, 1988, the relevant data pertaining to conservation
of energy, technology absorption and other details are given in the
Annexure to this report.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
the names and other particulars of specified employees are set out in
the Annexure to the Directors Report. However having regard to the
provisions of section 219(1 )(b)(iv) of the Companies Act, 1956, the
Annual Report is being sent to all members of the Company, excluding
the aforesaid information. Any member interested in obtaining these
particulars may write to the Company Secretary at the Registered Office
of the Company.
Corporate Governance
Pursuant to the requirements of the Listing Agreements with Stock
Exchanges, your Directors are pleased to annex the following:
1. Management Discussion and Analysis Report
2. Report on Corporate Governance
3. Auditors Certificate regarding compliance of conditions of
Corporate Governance
4. CEO & CFO Certificate
5. CEO Certificate regarding compliance with the Code of Conduct.
These annexures form part of this report.
Directors
Mr. Anil Kumar Bhandari Mr. V.P.Mahendra and Mr.Kamlesh Gandhi,
Directors retire by rotation at the ensuing Annual General Meeting and
are eligible for re-appointment.
The Board has appointed Mr. Ram J Shahaney as Additional Director of
the Company at their meeting held on 9th August, 2012. Mr. Ram J
Shahaney hold office upto the date of the Annual General Meeting and
has been proposed for appointment.
The Board of Directors appointed Mr.Alok Kumar Gupta as the Joint
Managing Director of the Company at their Board Meeting held on 8th
February, 2013. Mr. Alok Kumar Gupta has assumed the office on 15th
March, 2013. The remuneration of Mr. Alok Kumar Gupta has been approved
by the Remuneration & Compensation Committee.
Mr. Anuj Pattanaik, Deputy Managing Director, resigned from the
services of the Company during the year under review. Your Directors
place on record their appreciation of the valuable services rendered by
Mr. Pattanaik during his tenure as a Director of the Company.
Mr.D.Devender Singh and Mr. Berthold Groeneveld, resigned as Directors
of the Company. Your Directors place on record their appreciation of
the valuable services rendered by Mr.D.Devender Singh and Mr. Berthold
Groeneveld during their tenure as Directors of the Company.
Directors'' Responsibility Statement
Pursuant to the Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been generally followed.
2. Appropriate accounting policies have been selected and applied
consistently and Directors have made judgements 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, 2013 and of the Profit and
Loss Account for the year ended 31st March, 2013.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
Auditors
M/s. B. K. Ramadhyani & Co., Chartered Accountants and M/s. Sundar &
Associates, Chartered Accountants, are the retiring Auditors in India
and Malaysia respectively. They are eligible for re-appointment. The
required certificates to the effect that the re-appointments, if made,
will be within the limit specified in Section 224(1 B) of the Companies
Act, have been received from M/s. B. K. Ramadhyani &Co., and M/s.
Sundar & Associates.
Auditor''s Report
The comments/observations of the Auditors are self-explanatory and the
Company''s explanations thereto have been given in relevant notes in the
Notes to Accounts. Further explanations in regard to the
reservations/qualifications in the Auditors Report are furnished below:
Para (i) of Basis of Qualified Opinion of Auditors
The Company has sought written confirmation from all its vendors to let
us know if they are either micro, small or medium enterprises. Once
these details are updated, particulars of dues to micro, small and
medium enterprises could be ascertained. This is a continuous process
and the management would intensify its efforts to collect the required
details.
Para (ii) of Basis of Qualified Opinion of Auditors and Para 4 of the
Annexure to the Auditors Report
Confirmation is ongoing process. The Company has initiated certain
actions to approach these parties and to get the written confirmations.
However it has no impact on financial results of the Company.
Para (NO of Basis of Qualified Opinion of Auditors and Para 2(e) of
Auditors'' Report on Other Legal and Regulatory Requirements and Para 4
of the Annexure to the Auditors'' Report
The relevant details of inventory are available for verification .The
Company has made good progress in this subject and initiated several
actions to address this observation. The Company regularly undertakes
physical verification of inventory at all the locations & differences,
if any, identified are suitably adjusted in the books. The majority of
inputs used by the Company do have long shelf life and the Company is
of the opinion that such inputs, if in inventory, are useable. The
company will continue with its efforts to bring in the necessary
changes so that the valuation of work in progress is in line with
Accounting Standard 2, however it has no impact on financial results of
the Company.
Para (iv) of Basis of Qualified Opinion of Auditors
The Company has used and relied upon its market intelligence to judge
the realizable value of assets held for sale. The estimated realizable
value is judged to be in line with the market valuation.
Para 2(a) of the Annexure to the Auditors'' Report
Confirmations have been received from some parties and from some they
are expected. This is a continuous process and the management would
intensify its efforts to collect the required details.
Para 2 (c) and Para 8 of the Annexure to the Auditors'' Report
During the year, the Company has completed implementation of SAP ECC 6
System at the remaining units. SAP is an integrated software where all
the inventory records are maintained. The Company has from time to time
taken physical inventory at all locations. Since the valuation of
inventory was done on the basis of physical inventory count performed
as on 31 st March, 2013, the discrepancies, if any, have been properly
dealt with in the books of accounts. The discrepancies were not
material in nature.
Fixed Deposits
26 persons had not claimed repayment of their matured deposits
amounting to Rs. 22.80 lakhs as at 31st March, 2013. Out of the above
upto the date of this report, 10 Fixed Deposit amounting to Rs. 9 lakhs
has been repaid and Fixed Deposit amounting to Rs. 8.60 lakhs has been
renewed and balance 8 Fixed Deposit amounting to Rs. 5.2 lakhs had not
been claimed.
Acknowledgements
The Board of Directors take this opportunity to express its sincere
appreciation for the continued support and confidence received from the
Company''s Bankers, Financial Institutions, Customers, Suppliers,
Depositors, Shareholders and Employees.
For and on behalf of the Board of Directors
Place: Bangalore Vijay R Kirloskar
Date : September 2, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors present the Company's 65th Annual Report with the
Audited Balance Sheet as at 31st March, 2012 and Profit and Loss
Account for the year ended 31st March, 2012.
Results of Operations Rs in Million
2011-12 2010-11
Income 8717.4 8238.7
Expenditure 6558.6 6330.9
Gross Profit 2158.8 1907.8
Operating expenses 1548.6 1444.4
Operating Profit before interest and depreciation 610.2 463.4
Interest 383.0 317.1
Depreciation, amortisation and provisions 183.9 161.9
Operating profit before tax and extraordinary items 43.3 (15.6)
Other income (net) 57.6 36.9
Net profit before tax and extraordinary items 100.9 21.3
Extraordinary Income (Expenditure)
Net profit before tax and after extraordinary items 100.9 21.3
Provision for taxation 5.2 0.2
Net profit after tax and after extraordinary items 95.7 21.1
Company Performance
During the year under report, your Company has achieved a turnover
(Gross) of Rs. 8.72 billion (previous year Rs. 8.24 billion). The
operations have resulted in a net profit of Rs.95.7 million (previous
year Rs. 21.1 million).
Industry Outlook
Indian Economy performed relatively well against the backdrop of weak
global atmosphere. Global economies appear to be going through a phase
which is having greater share of volatility than that of stability.
There are signs of inertia in Indian Economy as well. Your Company has
taken several steps to mitigate the impact of this, rather to have
better results by stress upon actions oriented towards goals and
performance which should enable the Company to do well, barring
unforeseen circumstances.
Appropriations
Dividend
In order to conserve resources for Company's growth, your Directors
regret their inability to declare any dividend for the year under
report. The Company has not transferred any amount to its General
Reserve.
Subsidiary - Kirsons B.V.
The operations of Kirsons B.V.,your subsidiary have resulted in net
loss of Euro 0.071million.
Subsidiary Companies
The Company as of March 31, 2012 had one subsidiary, viz., Kirsons
B.V., Netherlands (Kirsons). Kirsons is having two subsidiaries - Lloyd
Dynamowerke GmbH & Co. KG, Germany and Lloyd Beteiligungs-GmbH,
Germany. Pursuant to section 212 of the Companies Act, the annual
accounts of subsidiary companies for the year ended 31st March, 2012
along with the statements referred to in the said section, are attached
with Consolidated Financial Statements as required. Further, pursuant
to Accounting Standard - 21 (AS-21) prescribed under the Companies
(Accounting Standard) Rules, 2006, Consolidated Financial Statement
presented by the Company includes financial information about its
subsidiaries.
Environment, Safety and Energy Conservation
As required by the Companies (Disclosure of particulars in the Report
of Directors) Rules, 1988, the relevant data pertaining to conservation
of energy, technology absorption and other details are given in the
Annexure to this report.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
the names and other particulars of specified employees are set out in
the Annexure to the Directors Report. However having regard to the
provisions of section 219(1 )(b)(iv) of the Companies Act, 1956, the
Annual Report is being sent to all members of the Company, excluding
the aforesaid information. Any member interested in obtaining these
particulars may write to the Company Secretary at the Registered Office
of the Company.
Corporate Governance
Pursuant to the requirements of the Listing Agreements with Stock
Exchanges, your Directors are pleased to annex the following :
1. Management Discussion and Analysis Report
2. Report on Corporate Governance
3. Auditors Certificate regarding compliance of conditions of
Corporate Governance
4. CEO & CFO Certificate
5. CEO Certificate regarding compliance with the Code of Conduct.
These annexures form part of this report.
Directors
Mr.Berthold Groeneveld, Mr. D.Devender Singh and Mrs.Meena Kirloskar
retire by rotation and being eligible offer themselves for
re-appointment. Directors' Responsibility Statement
Pursuant to the Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that :
1. In the preparation of the annual accounts, the applicable
accounting standards have been generally followed.
2. Appropriate accounting policies have been selected and applied
consistently and Directors have made judgements 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, 2012 and of the Profit and
Loss Account for the year ended 31st March, 2012.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
Human Resources
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. The Company focuses on building an organization
through induction and development of talent to meet current and future
needs. Various HR initiatives have been taken to align the HR Policies
of the Company with the growth projections of the Company.
Segmentwise Operational Performance Rotating Machines Group
During the year under review the sales under Rotating Machines Group
amounted to Rs. 6356.60 million as against Rs. 6401.65 million in
2010-11.
Power Generation and Distribution Group
During the year under review the sales under Power Generation and
Distribution Group amounted to Rs. 4636.97 million as against Rs.
4646.76 million in 2010-11.
Others
During the year under review the sale of other Electrical Products
amounted to Rs.691.67 million as against Rs. 535.90 million in 2010-11.
Lloyd Dynamowerke GmbH & Co. KG, Germany (LDW)
As you are aware the Company holds approximately 95% stake in Lloyd
Dynamowerke GmbH & Co. KG, Germany and the entire shareholding in Lloyd
Beteiligungs-GmbH, Germany through its subsidiary in The Netherlands -
Kirsons B.V. Lloyd Dynamowerke GmbH & Co. KG, Germany is a limited
partnership existing in accordance with the laws of Germany which owns
an electrical machine manufacturing plant at Bremen, which is being
operated by the said limited liability firm. During the year ended 31st
March, 2012 Lloyd Dynamowerke GmbH & Co. KG, had turnover of Euros
33.333 ( Rs.222 crores ){ Previous year -Euros 43.509 million (Rs.263
crores)} with a net loss after tax of Euros 0.550 million ( Rs.3.10
crores ) {Previous year net profit Euros 1.270 million (Rs.9.06
crores)}.
AUDITORS' REPORT
The comments/observations of the Auditors are self-explanatory and the
Company's explanations thereto have been given in relevant notes in the
Notes to Accounts. Further explanations in regard to the
reservations/qualifications in the Auditors Report are furnished below
:-
Para 10(i) of the Auditors' Report
The Company has sought written confirmation from all its vendors to let
us know if they are either micro, small or medium enterprises. Once
these details are updated, particulars of dues to micro, small and
medium enterprises could be ascertained.
Para 10 (ii) of the Auditors' Report
Confirmations have been received from some parties and from some they
are expected. Confirmation is an ongoing process. However, this has no
impact on financial results of the Company.
Para 8 and Para 10 (iii) of the Auditors' Report.
This has no impact on the accounts. The Company has complied with
Accounting Standard 2 in respect of valuation of raw materials, stores
and components and in respect of work in progress and finished goods.
The Company has from time to time initiated steps to bring the
valuation of inventory at all units in line with Accounting Standard -2
(Valuation of Inventory). The relevant details of inventory are
available for verification.
Para 10 (iv) of the Auditors' Report.
The Company has used and relied upon its market intelligence to judge
the realizable value of assets held for sale. The estimated realizable
value is judged to be in line with the market valuation.
Para 10 (v) of the Auditors' Report
The Company is confident of realising the amounts due from certain
companies referred to therein.
Para 2 a of the Annexure to the Auditors' Report
Confirmations have been received from some parties and from some they
are expected. Confirmation is an ongoing process.
Para 2 b of the Annexure to the Auditors' Report
The Company has already identified the key focus areas and has started
taking the necessary steps to make the inventory verification
reasonable and adequate.
Para 2 c and Para 8 of the Annexure to the Auditors' Report
During the year, the Company has completed implementation of SAP ECC 6
System at certain units and it will implement it at the remaining units
in phased manner in the current year. SAP is an integrated software
where all the inventory records are maintained. The company has from
time to time taken physical inventory at all locations. Since the
valuation of inventory was done on the basis of physical inventory
count performed as at 31st March 2012, the discrepancies, if any, have
been properly dealt with in the books of accounts. The discrepancies
were not material in nature.
Para 5 a of the Annexure to the Auditors' Report
The Company is in the process of applying to the Central Government to
seek its approval in respect of these contracts.
Para 7 of the Annexure to the Auditors' Report
The Company appointed an independent reputed professional agency to
perform internal audit of operations of the Company. The scope of the
internal audit is decided considering the risk assessment carried out
by the Company. The internal audit work at several of its plants,
branches and offices are at advanced stage of completion and the final
report is expected soon.
Para 9 b of the Annexure to the Auditors' Report
The Company has made necessary arrangements to pay these dues.
Auditors
M/s. B. K. Ramadhyani & Co., Chartered Accountants and M/s. Sundar &
Associates, Chartered Accountants, are the retiring Auditors in India
and Malaysia respectively. They are eligible for re-appointment. The
required certificates to the effect that the re-appointments, if made,
will be within the limit specified in Section 224(1-B) of the Companies
Act, have been received from M/s. B. K. Ramadhyani & Co., and M/s.
Sundar & Associates.
Fixed Deposits
12 persons had not claimed repayment of their matured deposits
amounting to Rs.5.94 lakhs as at 31st March, 2012.
Acknowledgements
The Directors takes this opportunity to express its sincere
appreciation for the continued support and confidence received from the
Company's Bankers, Financial Institutions, Customers, Suppliers,
Depositors and Shareholders. Your Directors place on record their
appreciation of the efforts of employees at all levels and look forward
to their continued support in the future as well.
For and on behalf of the Board of Directors,
Bangalore Vijay R Kirloskar
Date : May 28, 2012 Chairman
Mar 31, 2011
The Shareholders
The Directors present the Company's 64th Annual Report with the
Audited Balance Sheet as at 31st March, 2011 and Profit and Loss
Account for the year ended 31st March, 2011.
Results of Operations Rs. in miliion
2010-11 2009-10
Income 8238.7 8407.3
Expenditure 6330.9 6151.3
Gross Profit 1907.8 2256.0
Operating expenses 1482.3 1499.7
Operating Profit before interest and
depreciation 425.5 756.3
Interest 257.6 225.7
Depreciation, amortisation and provisions 182.5 175.6
Operating profit before tax and extraordinary
items (14.6) 355.0
Other income (net) 36.9 119.5
Net profit before tax and extraordinary items 22.3 474.5
Extraordinary Income (Expenditure) (1) 6.4
Net profit before tax and after
extraordinary items 21.3 480.9
Provision for taxation 0.2 105.0
Net profit after tax and after
extraordinary items 21.1 375.9
Company Performance
During the year under report, your Company has achieved a turnover
(Gross) of Rs. 8.24 billion (previous year Rs. 8.41 billion). The
operations have resulted in a net profit of Rs. 21.1 million (previous
year Rs. 375.9 million).
Industry Outlook
The Electrical Industry has been witnessing consistent growth during
last few years but for a lull during 2008-09 on account of worldwide
recession, which affected all industries. The performance of the
industry is directly related to the country's GDP growth. If the
monsoon is good, forecast for which is "normal", the Electrical
Industry should perform well in 2011-12 also.
Appropriations
Dividend
In order to conserve resources for Company's growth, your Directors
regret their inability to declare any dividend for the year under
report. The Company has not transferred any amount to its General
Reserve.
Subsidiary - Kirsons B.V.
The operations of Kirsons B.V.,your subsidiary have resulted in net
profit of Euro 3.947 million after accounting for profits of its
subsidiaries.
Subsidiary Companies
The Company as of March 31, 2011 had one subsidiary, viz., Kirsons
B.V., Netherlands (Kirsons). Kirsons is having two subsidiaries - Lloyd
Dynamowerke GmbH & Co. KG, Germany and Lloyd Beteiligungs-GmbH,
Germany. Pursuant to section 212 of the Companies Act, the annual
accounts of subsidiary companies for the year ended 31st March, 2011
along with the statements referred to in the said section, are attached
with Consolidated Financial Statements as required. Further, pursuant
to Accounting Standard - 21 (AS-21) prescribed under the Companies
(Accounting Standard) Rules, 2006, Consolidated Financial Statement
presented by the Company includes financial information about its
subsidiaries.
Environment, Safety and Energy Conservation
As required by the Companies (Disclosure of particulars in the Report
of Directors) Rules, 1988, the relevant data pertaining to conservation
of energy, technology absorption and other details are given in the
Annexure to this report.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
the names and other particulars of specified employees are set out in
the Annexure to the Directors Report. However having regard to the
provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the
Annual Report is being sent to all members of the Company, excluding
the aforesaid information. Any member interested in obtaining these
particulars may write to the Company Secretary at the Registered Office
of the Company.
Corporate Governance
Pursuant to the requirements of the Listing Agreements with Stock
Exchanges, your Directors are pleased to annex the following :
1. Management Discussion and Analysis Report
2. Report on Corporate Governance
3. Auditors Certificate regarding compliance of conditions of
Corporate Governance
4. CEO & CFO Certificate
5. CEO Certificate regarding compliance with the Code of Conduct.
These annexures form part of this report.
Directors
Mr.A.S.Lakshmanan, Mr. S.N.Agarwal and Mr.Sarosh J Ghandy retire by
rotation and being eligible offer themselves for re-appointment.
The Board of Directors have at their meeting held on 23rd September,
2010 appointed Mr.Anuj Pattanaik as additional director and have also
appointed him as Deputy Managing Director for a period of five years
from 23.9.2010, subject to approval of shareholders and such other
approvals as may be required.
Mr.Anuj Pattanik is a B.Tech in Mettalurgical Engineering from Indian
Institute of Technology, Kanpur with rich experience of over three
decades of working with well known national and international
organizations.
Mr.P.S.Malik, Joint Managing Director, retired from the services of the
Company during the year under review, after over 13 years of service in
the Company. Your Directors place on record their appreciation of the
valuable services rendered by Mr.Malik during his tenure as a Director
of the Company.
Directors' Responsibility Statement
Pursuant to the Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been generally followed.
2. Appropriate accounting policies have been selected and applied
consistently and they have made judgements 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 31s' March, 2011 and of the Profit and
Loss Account for the year ended 31st March, 2011.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other Irregularities.
4. The annual accounts have been prepared on a going concern basis.
Human Resources
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. The Company considers its employees as its most
valuable asset. The Company focuses on building an organization through
induction and development of talent to meet current and future needs.
Various HR initiatives have been taken to align the HR Policies of the
Company with the growth projections of the Company.
Mr.R.K.Gupta, CFO, left the services of the Company during the year
under review for personal reasons, after a long distinguished service.
Segmentwise Operational Performance Rotating Machines Group
During the year under review the sales under Rotating Machines Group
amounted to Rs. 6401.65 million as against Rs. 7536.26 million in 2009-10.
Power Generation and Distribution Group
During the year under review the sales under Power Generation and
Distribution Group amounted to Rs. 4646.76 million as against Rs. 4496.14
million in 2009-10.
Others
During the year under review the sale of other Electrical Products
amounted to Rs. 535.90 million as against Rs. 444.49 million in 2009-10.
Lloyd Dynamowerke GmbH & Co. KG, Germany (LDW)
As you are aware the Company holds approximately 95% stake in Lloyd
Dynamowerke GmbH & Co. KG, Germany and the entire shareholding in Lloyd
Beteiligungs-GmbH, Germany through its subsidiary in The Netherlands -
Kirsons B.V. Lloyd Dynamowerke GmbH & Co. KG, Germany is a limited
partnership existing in accordance with the laws of Germany which owns
an electrical machine manufacturing plant aKBremen, which is being
operated by the said limited liability firm. During the year ended 31s'
March, 2011 Lloyd Dynamowerke GmbH & Co. KG, had turnover of Euros
43.509 million ( Rs. 263 crores ) with a net profit after tax of Euros
1.270 Million (Rs. 9.06 crores).
Auditors' Report
The comments/observations of the Auditors are self-explanatory and the
Company's explanations thereto have been given in relevant notes in the
Notes to Accounts. Further explanations in regard to the
reservations/qualifications in the Auditors Report are furnished below
:-
Para 10 (i) of the Auditors Report and Para 4 of the Annexure to the
Auditors Report
Confirmations have been received from some parties and from some they
are expected. Confirmation is ongoing process. However, this has no
impact on financial results of the Company.
Para 8 and Para 10 (ii) of the Auditors Report
This has no impact on the accounts. The Company has complied with
Accounting Standard 2 in respect of valuation of raw materials, stores
and components and in respect of work in progress and finished goods.
The Company has from time to time initiated steps to bring the
valuation of inventory at all units in line with Accounting Standard-2
(Valuation of Inventory).
Para 10 (iii) of the Auditors Report
The Company has used and relied upon its internal market intelligence
to estimate the realizable value of assets held for sale. The estimated
realizable value is judged to be in line with the market valuation.
Para 10 (iv) of the Auditors Report
The Company is confident of realising the amounts due from certain
companies referred to therein.
Para 2 a of the Annexure to the Auditors' Report
Confirmations have been received from some parties and from some they
are expected. Confirmation is an ongoing process.
Para 2 b of the Annexure to the Auditors' Report
The Company has already identified the key focus areas and has started
taking the necessary steps to make the inventory verification
reasonable and adequate.
Para 2 c and Para 8 of the Annexure to the Auditors Report
During the year, the Company has completed implementation of SAP ECC 6
System at certain units and it will implement it at the remaining units
in phased manner in the current year. SAP is an integrated software
where all the inventory records are maintained. The Company has from
time to time taken physical inventory at all locations. Since the
valuation of inventory was done on the basis of physical inventory
count performed as at 31st March 2011, the discrepancies, if any, have
been properly dealt with in the books of accounts. The discrepancies
were not material in nature.
Para 7 of the Annexure to the Auditors' Report
The Company has started the initiatives to strengthen the internal
audit system to make it commensurate with the size and nature of its
business.
Para 9 b of the Annexure to the Auditors' Report
The Company has made necessary arrangements to pay these dues.
Auditors
M/s. B. K. Ramadhyani & Co., Chartered Accountants and M/s. Sundar &
Associates, Chartered Accountants, are the retiring Auditors in India
and Malaysia respectively. They are eligible for re-appointment. The
required certificates to the effect that the re-appointments, if made,
will be within the limit specified in Section 224(1-B) of the Companies
Act, have been received from M/s. B. K. Ramadhyani & Co., and M/s.
Sundar & Associates.
Fixed Deposits
7 persons had not claimed repayment of their matured deposits amounting
to Rs.. 2.44 lakhs as at 31s' March, 2011.
Acknowledgements
The Directors place on record their appreciation of efforts of
employees at all levels. They would like to place on record their
sincere appreciation for the continued co-operation and support
provided by the Bankers, Financial Institutions, Customers, Suppliers,
Depositors and Shareholders.
For and on behalf of the Board of Directors,
Bangalore Vijay R Kirloskar
Date : May 28, 2011 Chairman
Mar 31, 2010
The Directors present the Companys 63rd Annual Report with the
Audited Balance Sheet as at 31st March, 2010 and Profit and Loss
Account for the year ended 31st March, 2010.
Results of Operations
Rs. in million
2009-10 2008-09
Income 8407.3 8666.6
Expenditure 6151.3 6674.9
Gross Profit 2256.0 1991.7
Operating expenses 1499.7 1340.2
Operating Profit before interest
and depreciation 756.3 651.5
Interest 225.7 225.3
Depreciation, amortisation
and provisions 175.6 165.1
Operating profit before
tax and extraordinary items 355.0 261.1
Other income (net) 119.5 87.4
Net profit before tax and
extraordinary items 474.5 348.5
Extraordinary Income(Expenditure) 6.4 0
Net profit before tax and after
extraordinary items 480.9 348.5
Provision for taxation 105.0 46.4
Net profit after tax and
after extraordinary items 375.9 302.1
Company Performance
During the year under report, your Company has achieved a turnover
(Gross) of Rs.9.05 billion (previous year Rs. 9.63 billion. The
operations have resulted in a net profit of Rs. 375.93 million
(previous year Rs. 302.12 million).
Industry Outlook
The Electrical Industry has been witnessing consistent growth during
last few years but for rather dull performance during 2008-09 on
account of worldwide recession, which affected all industries. The
performance of the industry is directly related to the countrys GDP
growth. If the monsoon is good and the industrial revival is sustained,
the Electrical Industry can perform well.
Appropriations
Dividend
In order to conserve resources for Companys growth, your Directors
regret their inability to declare any dividend for the year under
report. The Company has not transferred any amount to its General
Reserve.
Subsidiary - Kirsons B.V.
Kirsons B.V.,your subsidiary has achieved a turnover of Euro 0.93
lakhs. The operations have resulted in net loss of Euro 3.51 lakhs.
Subsidiary Companies
The Company as of March 31, 2010 had one subsidiary, viz., Kirsons
B.V., Netherlands (Kirsons). Kirsons is having two subsidiaries - Lloyd
Dynamowerke GmbH & Co. KG, Germany and Lloyd Beteiligungs-GmbH,
Germany. Pursuant to section 212 of the Companies Act, the annual
accounts of subsidiary companies for the year ended 31st March, 2010
along with the statements referred to in the said section, are attached
with Consolidated Financial Statements as required. Further, pursuant
to Accounting Standard - 21 (AS-21) prescribed under the Companies
(Accounting Standard) Rules, 2006, Consolidated Financial Statement
presented by the Company include financial information about its
subsidiaries.
Environment, Safety and Energy Conservation
As required by the Companies (Disclosure of particulars in the Report
of Directors) Rules, 1988, the relevant data pertaining to conservation
of energy, technology absorption and other details are given in the
Annexure to this report.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
the names and other particulars of specified employees are set out in
the Annexure to the Directors Report. However, having regard to the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Annual Report is being sent to all members of the Company, excluding
the aforesaid information. Any member interested in obtaining these
particulars may write to the Company Secretary at the Registered Office
of the Company.Corporate Governance Pursuant to the requirements of the
Listing Agreements with Stock Exchanges, your Directors are pleased to
annex the following :
1. Management Discussion and Analysis Report
2. Report on Corporate Governance
3. Auditors Certificate regarding compliance of conditions of
Corporate Governance
4. CEO & CFO Certificate
5. CEO Certificate regarding compliance with the Code of Conduct.
These annexures form part of this report.
Directors
Mr.V.P.Mahendra, Mr. Kamlesh Gandhi and Mr.Anil Kumar Bhandari retire
by rotation and being eligible offer themselves for reappointment.
The Board of Directors have at their meeting held on 10th July, 2010
re-appointed Mr.Vijay R Kirloskar as Managing Director for a period of
five years from 17.8.2010, subject to approval of shareholders and such
other approvals as may be required.
Directors Responsibility Statement
Pursuant to the Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that :
1. In the preparation of the annual accounts, the applicable
accounting standards have been generally followed.
2. Appropriate accounting policies have been selected and applied
consistently and they have made judgements 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, 2010 and of the Profit and
Loss Account for the year ended 31st March, 2010.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
Human Resources
The Company considers its employees as its most valuable asset. The
Company focuses on building an organization through induction and
development of talent to meet current and future needs. Various HR
initiatives have been taken to align the HR Policies of the Company
with the growth projections of the Company.
Segmentwise Operational Performance
Rotating Machine Group
During the year under review the sales under Rotating Machine Group
amounted to Rs. 7536.26 million as against Rs. 6436.84 million.
Power Generation Equipment Group
During the year under review the sales under Power Generation Equipment
Group amounted to Rs. 4496.14 million as against Rs. 4933.07 million.
Others
During the year under review the sale of other Electrical Products
amounted to Rs. 444.49 million as against Rs. 510.13 million.
Lloyd Dynamowerke GmbH & Co. KG, Germany (LDW)
As you are aware the Company holds approximately 95% stake in Lloyd
Dynamowerke GmbH & Co. KG, Germany and the entire shareholdings in
Lloyd Beteiligungs-GmbH, Germany through its subsidiary in The
Netherlands à Kirsons B.V. Lloyd Dynamowerke GmbH & Co. KG, Germany is
a limited partnership existing in accordance with the laws of Germany
which owns an electrical machine manufacturing plant at Bremen, which
is being operated by the said limited liability firm. During the year
ended 31st March, 2010 Lloyd Dynamowerke GmbH & Co. KG, had turnover of
Euros 50.83 million with a net profit after tax of Euros 1.91 Million.
Auditors Report
The comments/observations of the Auditors are self-explanatory and the
CompanyÃs explanations thereto have been given in relevant notes in the
Notes to Accounts. Further explanations in regard to the
reservations/qualifications in the Auditors Report are furnished
below:- Para 8 of the Auditors Report, Para 2 c and 8 of the Annexure
to the Auditors Report.
The Company has implemented MYSAP ECC 6.0 in all the major
manufacturing units and rest will be covered in phased manner . SAP is
an integrated software where all the inventory records will be
maintained and the valuation configured in SAP is in line with
Accounting Standard Ã2 (Valuation of Inventory) by this we will be
complying with Accounting Standard Ã2. However, this has no impact on
the accounts.
Para 10 (i) of the Auditors Report and 4 of the Annexure to the
Auditors Report
Confirmation have been received from some parties and from some they
are expected. Confirmation is ongoing process. However, this
has no impact on financial results of the Company.
Para 10 (ii) of the Auditors Report
The Company has complied with Accounting Standard 2 in respect of
valuation of raw materials, stores and components and in respect of
work in progress and finished goods. The Company has initiated steps to
bring the valuation of work in progress and finished goods at all units
in line with Accounting Standard Ã2 (Valuation of Inventory). However,
this has no impact on the accounts.
Para 10 (iii) of the Auditors Report
As mentioned in Note 26 b) the Company is confident of realising the
amounts due from certain companies referred to therein.
Para 2 a of the Annexure to the Auditors Report
Confirmation have been received from some parties and from some they
are expected. Confirmation is an ongoing process.
Auditors
M/s. B. K. Ramadhyani & Co., Chartered Accountants M/s. Sundar &
Associates, Chartered Accountants, are the retiring Auditors in India
and Malaysia respectively. They are eligible for re-appointment. The
required certificates to the effect that the re-appointments, if made,
will be within the limit specified in Section 224(1-B) of the Companies
Act, have been received from M/s. B. K. Ramadhyani & Co., and M/s.
Sundar & Associates.
Fixed Deposits
7 persons had not claimed repayment of their matured deposits amounting
to Rs. 2.44 lakhs as at 31st March, 2010.
Acknowledgements
The Directors place on record their appreciation of efforts of
employees at all levels. They would like to place on record their
sincere appreciation for the continued co-operation and support
provided by the Bankers, Financial Institutions, Customers, Suppliers,
Depositors and Shareholders.
For and on behalf of the Board of Directors,
Bangalore Vijay R Kirloskar
Date : 10th July, 2010 Chairman
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