Dear Shareholders,
The directors are pleased to present the 77th Annual Report of
Kirloskar Electric Company Limited (hereinafter referred as "the Company" or
"KECL") along with the audited financial statement for the financial year ended
March 31, 2024. The consolidated performances of the Company and its subsidiaries have
been referred to wherever required.
Review of performance and state of Company's affairs:
During the year under report, your Company achieved a total turnover of
55,735 /- Lakhs (previous year 47,355/- Lakhs). The operations have resulted in loss of
839/- Lakhs (previous year profit was 1,066/- Lakhs) i.e., total comprehensive income for
the period.
The financial summary and highlights are as follows:
( in Lakhs)
| PARTICULARS |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Revenue from operations |
55,735 |
47,355 |
55,735 |
47,355 |
| Other income (Net) |
793 |
1,608 |
799 |
2,225 |
| Total Revenue |
56,528 |
48,963 |
56,534 |
49,580 |
| Total Expense |
55,011 |
46,374 |
55,126 |
46,473 |
| Pro t before Exceptional items |
1,517 |
2,588 |
1,408 |
3,108 |
| Exceptional Items |
- |
- |
- |
- |
| Pro t / (Loss) before tax |
1,517 |
2,588 |
1,408 |
3,108 |
| Tax Expense |
- |
0.16 |
- |
0.16 |
| Pro t / (Loss) after tax |
1,517 |
2,588 |
1,408 |
3,107 |
| Total other comprehensive income |
(2,356) |
(1,522) |
(2,356) |
(1,522) |
| Total comprehensive income for the period |
(839) |
1,066 |
(948) |
1,586 |
Note: The above figures are extracted from the audited standalone and
consolidated financial statements as per Indian Accounting Standards (Ind AS).
Dividend:
In view of the accumulated losses, the Board of Directors of your
Company has not recommended any dividend for the year under review.
Transfer to reserves:
In view of the accumulated losses, the Board of Directors of your
Company has not transferred any amount to the reserves for the year under review.
Change in the nature of business:
There was no change in nature of the business of the Company during the
financial year 2023-24.
Share Capital:
As on March 31, 2024, the paid up share capital of your Company stood
at 66,41,40,710/- divided into 6,64,14,071 equity shares of 10/- each.
Disclosure under section 43(a)(ii) of the Companies Act, 2013:
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)
of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure under section 54(1)(d) of the Companies Act, 2013:
The Company has not issued any sweat equity shares during the financial
year under review and hence no information as per provisions of Section 54(1)(d) of the
Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has
been furnished.
Disclosure under section 55(2) & 77 of the Companies Act, 2013:
The Company has not redeemed any shares / debentures during the
financial year under review and hence no information as per provisions of Section 55(2)
& 77 of the Act read with the Companies (Share Capital and Debenture) Rules, 2014 has
been furnished.
Disclosure under section 62(1)(b) of the Companies Act, 2013:
The Company has not issued any equity shares under Employees Stock
Option Scheme ('ESOS') during the financial year under review and hence no information as
per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 has been furnished.
Disclosure under section 67(3) of the Companies Act, 2013:
During the financial year under review, there were no instances of
non-exercising of voting rights in respect of shares purchased directly by employees under
a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014 and hence no information has been furnished.
Transfer to Investor Education and Protection Fund:
During the year under review, no unclaimed / unpaid dividend and the
corresponding shares were transferred to Investor Education and Protection Fund
("IEPF").
The details of Nodal Officer of the Company, in line with the
provisions of IEPF Regulations are available on the website of the Company at
https://kirloskarelectric.com/investors/investors-information/investor-contacts.html.
As required under the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), during the
year 2023-24, matured fixed deposits (cumulative & non-cumulative) aggregate to the
sum of 7,40,000/- (Rupees Seven Lakh Forty Thousand Only) along with the interest
amount aggregated to 81,445/- (Rupees Eighty One Thousand Four Hundred and Forty Five
only), were transferred to the Investor Education and Protection Fund
("IEPF") after the expiry period of seven years.
Fixed deposits:
| Particulars |
( in Lakhs) |
| 1. Accepted / renewed during the year |
Nil |
| 2. Remained unpaid or unclaimed at the end of the year. |
10,00,000* |
| 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:- |
N/A |
| At the beginning of the year |
|
| Maximum during the year |
|
| At the end of the year |
|
| 4. Details of deposits which are not in compliance with the
requirements of Chapter V of the Act; |
Nil |
*The matured & unclaimed deposit of 10,00,000/- (Rupees Ten Lakhs
only) along with the interest amount 29,795/- (Rupees Twenty Nine Thousand Seven Hundred
and Ninety Five Only) has also been transferred to IEPF in April 2024. These are the
deposits which are matured but are unclaimed. During the year under review, the Company
has transferred the matured deposits to IEPF, as the Company did not receive claim from
the deposit holders.The Company took all efforts to contact the FD Holders by sending
them reminders. The Company also has 17,97,583/- in form of liquid assets as required
under Section 73 of the Companies Act, 2013 read with rule 13 of the Companies (Acceptance
of Deposits) Amendment Rules, 2018.
Credit Ratings:
Information regarding credit ratings obtained by the Company for the
year under review has been given under the Corporate Governance Report which forms part of
this Annual Report.
Subsidiaries, associate companies & joint ventures:
The Company has four wholly owned subsidiaries, one step-down
subsidiary, one associate Company andone Joint Venture. The consolidated financial
statements of the Company and its Subsidiaries are prepared in accordance with the
applicable accounting standards, issued by the Institute of Chartered Accountants of
India, and forms part of this Annual Report. Neither the Executive Chairman and nor the
whole-time directors of the Company receive any remuneration or commission from any of its
subsidiaries or associate Company.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, the reports on the performance and financial
position of each of the subsidiary and associate companies have been provided in Form
AOC-1 appended to this report.
Directors and Key Managerial Personnel:
Your Company has a well-diversified Board comprising of directors
having skills, competencies and expertise in various areas to ensure effective corporate
governance of the Company. As on March 31, 2024, the Board comprised of 10 (ten)
directors, out of which 6 (six) were Non-Executive Independent Directors, 01 (one) Non
Executive Non Independent Woman Director and 03 (three) Executive Directors. The Company
is in compliance with the regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 ("SEBI Listing Regulations"). 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), a Non-executive Director being longest
in the office, shall retire by rotation and being eligible, has offered herself for
re-appointment. The resolution seeking members' approval for her re-appointment forms part
of the AGM Notice.
During the year under review, Mr. Sarosh J Ghandy (DIN: 00031237), Non
executive Independent Director of the Company resigned due to health reasons on June 02,
2023 and Mr. Mahendra V P (DIN: 00033270), Non-Executive Independent Director of the
Company passed away on May 30, 2023. Mr. Vijay R Kirloskar (DIN: 00031253) was
re-appointed as an Executive Chairman (Whole-time director) of the Company for a term of
three (03) years, w.e.f August 12, 2023 and Mr. Suresh Kumar (DIN: 02741371), was
appointed as an Independent Director of the Company for a term of five (05) consecutive
years with effect from August 14, 2023. The tenure Independent Directors, namely Mr.
Kamlesh Gandhi (DIN: 00004969), Mr. Satyanarayan Agarwal (DIN: 00111187) & Mr. Anil
Kumar Bhandari (DIN: 00031194) shall expire on September 21, 2024. The Key Managerial
Personnel (KMP) of the Company as on March 31, 2024 were Mr. Vijay R Kirloskar, Executive
Director, Mr. Anand B Hunnur, Managing Director, Mr. Sanjeev Kumar S, Director (Finance)
& Chief Financial Officer and Mr. Mahabaleshwar Bhat, General Manager Corporate
Affairs & Company Secretary. During the year under review, the Non-Executive Directors
(NEDs) of the Company had no pecuniary relationship or transactions with the Company,
other than sitting fees, commission and reimbursement of expenses incurred by them, if
applicable, for the purpose of attending Board/ Committee meetings of the Company. The
Board has appointed Ms. Rukmini Kirloskar (DIN: 00309266) as an Additional Director of the
Company with effect from May 23, 2024, who shall hold the office upto the date of ensuing
annual general meeting of the Company and subject to approval of members of the Company
shall be appointed as a director liable to retire by rotation. Further, as per Regulation
17 (1C) of SEBI Listing Regulations, the Company has sought approval of members of the
Company by way of postal ballot (e-voting period from July 23, 2024 to August 21, 2024)
for regularization of Director. The result of the e-voting shall be announced in terms of
provisions of the Companies Act, 2013 by the Company on or before August 22, 2024. The
Board has appointed Mr. K N Shanth Kumar (DIN: 00487956) as an Additional Independent
Director with effect from May 23, 2024, who shall hold the office upto the date of ensuing
annual general meeting of the Company and subject to approval of members of the Company
shall be appointed as an Independent Director for a term of five consecutive years, with
effect from May 23, 2024. Further, as per Regulation 17 (1C) of SEBI Listing Regulations,
the Company has sought approval of members of the Company by way of postal ballot
(e-voting period from July 23, 2024 to August 21, 2024) for regularization of Director as
an Independent Director. The result of the e-voting shall be announced in terms of
provisions of the Companies Act, 2013 by the Company on or before August 22, 2024.
The Board has appointed Mr. Mohammed Saad Bin Jung (DIN: 00264525) as
an Additional Independent Director with effect from August 6, 2024, who shall hold the
office upto the date of ensuing annual general meeting of the Company and subject to
approval of members of the Company shall be appointed as an Independent Director for a
term of five consecutive years, with effect from August 6, 2024. Approval of members has
been sought for regularization which forms part of the Notice of 77th AGM. The Board has
appointed Dr. Pangal Ranganath Nayak (DIN: 01507096) as an Additional Independent Director
with effect from August 6, 2024, who shall hold the office upto the date of ensuing annual
general meeting of the Company and subject to approval of members of the Company shall be
appointed as an Independent Director for a term of five consecutiveyears, with effect from
August 6, 2024. Approval of members has been sought for regularization which forms part of
the Notice of 77th AGM.
Independent Director proposed to be appointed: a. The Board of
directors considers that on account of vast knowledge and experience of Mr. K N Shanth
Kumar (DIN: 00487956), Non-Executive Director of the Company, his appointment as
Non-Executive Independent Director of the Company will be in the best interest of the
Company. As stated above, as on the date of this report, the Company has sought approval
of members by way of postal ballot. b. The Board of directors considers that on account of
vast knowledge and experience of Mr. Mohammed Saad Bin Jung (DIN: 00264525), Non-Executive
Director of the Company, his appointment as Non-Executive Independent Director of the
Company will be in the best interest of the Company.
c. The Board of directors considers that on account of vast knowledge
and experience of Dr. Pangal Ranganath Nayak (DIN: 01507096), Non-Executive Director of
the Company, his appointment as Non-Executive Independent Director of the Company will be
in the best interest of the Company.
Declaration by Independent Directors
In terms of the provisions of Section 149(7) of the Companies Act,
2013, the Company has received declarations from all the Independent Directors stating
that they continue to meet the criteria of independence as provided under the provisions
of Section 149(6) of the Companies Act, 2013 read with the Rules made there under and the
SEBI Listing Regulations. In terms of regulation 25(8) of the SEBI Listing Regulations,
Independent Directors have confirmed that they are not aware of any circumstances or
situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties. Based on the declarations received from the Independent
Directors, the Board has confirmed that Independent Directors meet the criteria of
independence as mentioned under regulation 16(1)(b) of SEBI Listing Regulations and that
they are independent of the management. All Independent Directors have affirmed compliance
to the code of conduct for Independent Directorsas prescribed in Schedule IV of the
Companies Act, 2013 and the Code of Conduct for Directors and senior management personnel
formulated by the Company. All Independent Directors have registered their names in the
Independent Director's Databank. In the opinion of the Board, the Independent Directors so
appointed / re-appointed possess the requisite expertise, experience and proficiency and
are of integrity.
Evaluation of Directors, Committees and the Board:
The evaluation process has been explained in the Corporate Governance
Report which forms part of the annual report.
Number of meetings of the Board of Directors and its Committees:
The Board of directors met 07 (Seven) times during the financial year
2023-24 under review out of which 06 (Six) meetings were held through Video Conference
mode / other audio visual means and 01 (One) was physical meet.
The maximum interval between any two meetings was within the maximum
allowed gap pursuant to the Companies Act, 2013 and SEBI Listing Regulations read with the
Circulars issued by MCA and SEBI
The Board meetings were held on May 19, 2023, May 30, 2023, July 17,
2023, August 14, 2023, November 10, 2023, February 12, 2024 and March 28, 2024.
The composition and the details of the meetings of the Board and its
Committee held during the year are contained in the Corporate Governance Report which
forms part of the annual report.
Nomination and Remuneration Policy:
The Nomination and Remuneration Committee is responsible for
recommending to the Board, a policy relating to the appointment and remuneration of the
Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration
Policy is available on the website of the Company at
https://kirloskarelectric.com/investors/investors-information/policies.html.
Features of Nomination and Remuneration Policy:
· The policy has been framed in line with the Company's
philosophy to ensure equitable remuneration to all the directors, key managerial personnel
(KMP) and employees of the Company.
· The policy lays down the criteria, terms and conditions
including qualifications and positive attributes for identifying persons who are qualified
to become directors (executive and non-executive / Independent) and persons who may be
appointed in senior management and key managerial positions of the company.
· The policy determines the remuneration of Directors, Key
Managerial Personnel and other employees based on the Company's size and financial
position and trends and practices on remuneration prevailing in peer companies.
· This Policy is divided in three parts:
Part A: covers matters to be dealt by the committee. Part B: covers
appointments and nominations. Part C: covers remuneration and perquisites etc.
Risk Management Policy:
Your Company has devised and implemented a comprehensive 'Risk
Management Policy' which provides for identification, assessment and control of risks that
the company would face in the normal course of business and mitigation measures associated
with them. The Management identifies and controls risks through a properly defined
framework in terms of the aforesaid policy. The
Risk management policy has been appended to this report as Annexure-I.
Managerial remuneration:
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is disclosed in the Annexure - IV.
Particulars of employees:
Iin terms of the provisions of Section 197(12) of the Companies Act,
2013 read with rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, a statement showing disclosures pertaining
to remuneration and also the names and other particulars of the employees drawing
remuneration in excess of limits set out in the said rules are provided in a separate
Annexure to the Board's Report which forms part of the annual report. The Report and the
accounts are being sent to the Members excluding the aforesaid annexure and in terms of
Section 136 of the Companies Act 2013, the said annexure is open for inspection. Any
Member interested in obtaining a copy of the same may write to the Company Secretary at
investors@kirloskarelectric.com
Annual Return:
According to the provisions of Section 134(3)(a), a copy of annual
return i.e., Form MGT-7 for the year ended March 31, 2023 has been placed on the Company's
website: https://kirloskarelectric.com/investors/investors-information/ nancial.html.
Director's 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 / loss of the
Company for that period; (c) we have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; (d) we have prepared the annual accounts on a going concern basis; (e) we
have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively.
(f) we have devised proper systems to ensure compliance with the
provisions of all applicable laws to the Company and that such systems were adequate and
operating effectively.
Particulars of loans, guarantee, investments and securities:
There were no loans and advances, guarantees, investments made or
security given to any Body Corporate by the Company during the financial year 2023-24.
Particulars of loans, advances, investments as required under the
listing regulations:
The details of related party disclosures with respect to loans,
advances, investment at the year end and maximum outstanding amount thereof during the
year as required (under part A of Schedule V of the Listing Regulations) have been
provided in the notes to the financial statement of Company.
Your directors draw attention of the members to note no. 17 & 35(9)
of the standalone financial statements which sets out the details of loan and advance,
guarantee or investment.
Particulars of contracts or arrangements with related parties:
All contracts/ arrangements/ transactions entered by the Company during
the FY 2023-24 with related parties were on an arm's length basis and in the ordinary
course of business and approved by the Audit Committee. Certain transactions, which were
repetitive in nature, were approved through omnibus route.
There were no material transactions of the Company with any of its
related parties as per the Act. Therefore the disclosure of the Related Party Transactions
as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company
for FY 2023-24 and, hence, the same is not required to be provided.
During the FY 2023-24, the Non-Executive Directors of the Company had
no pecuniary relationship or transactions with the Company other than sitting fees and
reimbursement of expenses, as applicable. The Policy on Related Party Transaction is
available on the Company's website:
https://www.kirloskarelectric.com/images/pdf/investor/policies/Policy-on-related-party-transactions.pdf.
Your directors draw attention of the members to note no. 35(9) to the
standalone financials statement which sets out the related party disclosures.
Corporate Social Responsibility:
Since criteria's for the applicability of CSR spending are not
attracted to the Company, there was no obligation for the Company to spend CSR amount for
the FY 2023-24. However the CSR committee has been constituted and also CSR policy has
been framed. The policy can be accessed at the following
URL:https://www.kirloskarelectric.com/investors/investors-information/policies.html.
A responsibility statement of the CSR Committee that the implementation
and monitoring of CSR policy is in compliance with CSR objectives and policy of the
Company:
The CSR Committee hereby confirms that the implementation and
monitoring of CSR policy has been carried out with all reasonable care and diligence and
the same is in compliance with the CSR objectives and the policy of the Company. However,
as explained above the CSR provisions are not applicable to the Company for the FY 2023-24
as per the requirements mentioned in the Companies Act, 2013.
Conservation of energy, technology absorption, Research &
development and foreign exchange earnings and outgo:
The relevant data pertaining to conservation of energy, technology
absorption and other details are given in the Annexure - II, which forms part of this
report.
Material Changes affecting the Company:
There have been no material changes and commitments affecting the
financial positions of the Company between the end of the financial year and date of this
report. There has been no change in the nature of business of the Company.
Significant and Material orders passed by the Regulators or Courts:
There were no significant and material orders passed against the
Company by the regulators or courts or tribunals during financial year 2023-24 impacting
the going concern status and Company's operations in future.
Vigil mechanism for Directors and Employees:
The Company has adopted a Whistle Blower Policy establishing vigil
mechanism, to provide a formal procedural course to the directors and employees to report
their concerns about any poor or unacceptable practices or any event of misconduct or
violation of Company's code of conduct. The purpose of this policy is to provide a
framework to secure whistle blowing incidents and to protect the employees who are willing
to raise concerns about serious irregularities within the Company. The policy provides for
adequate safeguards against victimization of employees who avail of the mechanism and also
provides for direct access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company has been denied access to the Audit Committee. The policy of
Vigil Mechanism is available on the Company's website at
https://kirloskarelectric.com/investors/investorsinformation/policies.html.
Statutory auditor:
Pursuant to the provisions of section 139 and other applicable sections
of the Companies Act, 2013,read with Companies (Audit and Auditors) Rules, 2014, as
amended, the Company at its 72nd AGM appointed M/s. Prabhashankar & Co., Chartered
Accountants (Firm Registration No: 004982S) as the Statutory Auditors for a period of 5
years and the appointment term is expiring on the conclusion of ensuing AGM. Your Board of
Directors has proposed to reappoint M/s. Prabhashankar & Co., for a period of 3 years
from the conclusion of 77th Annual General Meeting till the Conclusion of 80th Annual
General Meeting. Pursuant to Section 141 of the Act, the auditors have represented that
they are not disqualified and continue to be eligible to act as the Auditor of the
Company. The resolution for reappointment of statutory auditors forms part of Notice of
77th AGM.
Auditors' Report:
The standalone and the consolidated financial statements of the Company
have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Act. The Auditors' Report is enclosed with the financial statements in
this Report. The Statutory Auditors were present in the last AGM.
Branch auditor:
M/s. BMS Auditing, Chartered Accountants, UAE were reappointed as the
auditors for conducting audit of sales office at Ajman, UAE. Based on the recommendation
of the Audit Committee, the Board of Directors of the Company has proposed to appoint,
M/s. BMS Auditing, Chartered Accountants, as auditors for conducting audit of sales office
at Ajman, UAE and to hold the office from the conclusion of 77th Annual General Meeting
until the conclusion of 78th Annual General Meeting of the Company subject to the approval
of the members of the Company.
Internal auditor:
The Company has appointed B K Ramadhyani & Co. LLP, Chartered
Accountants (LLP Registration no.AAD-7041), Bengaluru as its internal auditors for the
year 2023-24.
Cost auditor:
M/s. Rao, Murthy and Associates, Cost Accountants (Firm Registration
no. 000065), were appointed as cost auditors of the Company for the financial year ended
March 31, 2024. The Board of Directors of your Company has fixed 450,000/- (Rupees Four
Lakhs Fifty Thousand only) as audit fees, which requires ratification by the members of
the Company in terms of the applicable provisions of the Companies Act, 2013. Accordingly,
a resolution seeking members' approval has been set forth in the notice of the 77th 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 auditor:
M/s. S P Ghali & Co., Company Secretaries, Belgaum were appointed
as secretarial auditors of the Company to conduct secretarial audit for the financial year
2023-24 in terms of the provisions of Section 204 of the Companies Act, 2013. The audit
report is enclosed as Form MR - 3.
Explanations or comments on auditors' qualifications / adverse remarks
/ emphasis on matters: a. The Company has made representation to the stock exchanges
vide., its letter no. Sect./72/2023-24 dated November 10, 2023 regarding clarification for
delay in intimation and also the Company has paid the fine to both the stock exchanges. b.
The subsidiaries are taking active steps to repay the dues of the Company, from collection
of book debts assigned and from disposal of immovable properties transferred apart from
debts transferred as referred in the auditor's qualification. The Board of directors is
confident of realization of entire amounts due from the Subsidiaries or realizing much
more amount from the sale of immovable properties. c. The Company is in the process of
completing the review and reconciliation of receivables / book debts and in our opinion
any further provision required will not have material impact on the financial results of
the Company and we are confident of realizing the book debts
The detailed Company's explanation thereto has been given in the
relevant notes to accounts.
Secretarial Standards:
During the financial year 2023-24, the Company has complied with
provisions of applicable Secretarial standards issued by the Institute of Company
Secretaries of India.
Reporting of Fraud by Auditors:
During the year, under section 143(12) of the Companies Act 2013,
neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported
to the Audit Committee or the Board of the Company any material fraud by its officers or
employees therefore no details are required to be disclosed under Section 134(3)(ca) of
the Companies Act, 2013.
Management Discussion and Analysis:
The Management Discussion and Analysis Report ("MDAR") for
the year under review, as prescribed under Part B of Schedule V read with Regulation 34 of
the SEBI Listing Regulations is appended hereto as Annexure III and forms part of this
report.
Details in respect of adequacy of internal financial controls with
reference to the financial statement:
The Company has a robust system of internal financial control, which is
in operation. The internal financial controls have been documented, digitized and embedded
in the day to day affairs of the business process of the Company. The effectiveness of the
internal financial controls are obtained through management reviews at regular intervals,
assessments, monitoring by the functional experts as well as auditing of the internal
control systems by the internal auditors during the course of their audits. We believe
that these systems provide better assurance that our internal financial control systems
are well designed and are operating effectively.
Corporate Governance:
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to the Corporate Governance requirements set out by the
Securities and Exchange Board of India ("SEBI").
Your Company's corporate governance report for the financial year
2023-24 is appended to this annual report. A certificate on the status of compliance on
corporate governance is also appended and forms part of this annual report.
Prevention of Sexual Harassment at Workplace:
Your Company has zero tolerance policy in case of sexual harassment at
workplace and committed to provide a healthy environment to each and every employee of the
Company. Your Company has in place 'Policy on Sexual Harassment Redressal' and all
employees (permanent, contractual, temporary, trainees) are covered under this policy.
Your Company has complied with the provisions of section 11(3) of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘the POSH
Act') relating to the constitution of Internal Complaints Committee and in terms of
section 22 of ‘the POSH Act' 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, 2024:
| Sl. No |
Particulars |
Status |
| 1 |
No of complaints received in the year |
Nil |
| 2 |
No of complaints disposed o in the year |
Nil |
| 3 |
Cases pending for more than 90 days |
Nil |
| 4 |
No of workshops and awareness programme(s)
conducted in the year |
4 |
| 5 |
Nature of action by employer or District o
ce, if any |
Nil |
Participation and voting at 77th AGM:
Pursuant to Circular nos. 14/2020, 17/2020, 20/2020, 02/2021, 10/2022
& 09/2023 dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021,
December 28, 2022 & September 25, 2023 respectively issued by Ministry of Corporate
Affairs and Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 issued by
SEBI, the 77th AGM of the Company will be held through VC/OAVM. Electronic copy of the
Annual Report for the year ended March 31, 2024 and Notice of the AGM are being sent to
all the members electronically whose email IDs are registered with the Company /
Depository Participants(s) for communication purposes. A copy of the notice of the AGM and
annual report are also available for download from the website of the Company at
www.kirloskarelectric.com.
Disclosure with respect to compliance to SEBI Listing Regulations, as
amended from time to time:
The details with respect to Compliance with the SEBI Listing
Regulations during the year are contained in the Corporate Governance Report which forms
part of the annual report.
Corporate Insolvency Resolution Process (CIRP):
The Company received two petitions for initiation of Corporate
Insolvency Resolution Process under Section 7 of the Insolvency and Bankruptcy Code, 2016
read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority)
Rules, 2016 which were filed before the National Company Law Tribunal ('NCLT'), Bengaluru
Bench against the Company on November 24, 2023. Subsequently, both the petitions were
dismissed by the NCLT, Bengaluru Bench vide., orders dated May 20, 2024. Appeals
against both the orders of the NCLT Bengaluru Bench were filed before the National Company
Law Appellate Tribunal, Chennai on June 18, 2024. The necessary disclosures have been made
to the stock exchanges from time to time. The aforesaid alleged claims are already been
disputed by the Company and is the subject matter of pending proceedings filed by the
Company before the Additional City Civil and Sessions Court, Bangalore.
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.
|
By the order of the Board of Directors |
|
For Kirloskar Electric Company Limited |
|
Sd/- |
|
Vijay R Kirloskar |
| Place: Bengaluru |
Executive Chairman |
| Date: 06.08.2024 |
DIN: 00031253 |
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