Professional Documents
Culture Documents
8 9th A n n u a l R e p o r t 2 0 0 8 - 0 9
The colour Green is synonymous with growth and prosperity and symbolises
balance, harmony and renewal. At Kirloskar, we imbibe the spirit of Green, and strive
endlessly with single-minded zeal to spread the colour of prosperity and growth in
India and across the world.
Even in these trying times, your Company has excelled by continuous innovation,
proactive planning and strategic measures.
By setting new engineering benchmarks and redefining paradigms, we are all set to
paint the future GREEN. And ready to harvest the global opportunities that the future
holds.
Achievements in Green
Star Attraction
'Five Star' rating by BEE, it lifts 16 liters of water per second. This is four
liters more compared to any other pump of similar HP. It consumes 7.6
launch a scheme to replace all old and energy intensive pumps on farms
Board of Directors
Sanjay Kirloskar Chairman & Managing Director
Gautam Kulkarni Vice Chairman
Vikram Kirloskar Executive Director
M. S. Kirloskar
S. S. Marathe (Upto 28.09.2008)
S. N. Inamdar
M. G. Padhye (Upto 16.12.2008)
Rahul Kirloskar
U. V. Rao
R. K. Srivastava Whole Time Director
P. S. Jawadekar
J. R. Sapre Whole Time Director
A. N. Alawani
Lalita D. Gupte
Pratap B. Shirke
Company Secretary
G. P. Kulkarni
Auditors
M/s. P. G. Bhagwat, Chartered Accountants
Bankers
Bank of India
Canara Bank
HDFC Bank Limited
ICICI Bank Limited
CitiBank N.A.
Registered Office
Udyog Bhavan, Tilak Road, Pune 411 002
Phone : (020) 24440770 Fax : (020) 24402083
Email : kblin@kbl.co.in Website : www.kbl.co.in
Group Website : www.kirloskar.com
Works
Kirloskarvadi, Dewas, Shirval, Kondhapuri
1
DECADE AT A GLANCE
(Rupees in Millions)
Particulars 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Net Sales 3713 4162 3746 4757 5078 7309 9246 13,400 15,251 18,309
Material Cost 2162 2557 2279 3126 3393 4859 6093 9,290 11,126 13,927
Other Expenses 1270 1493 1209 1371 1405 1896 1965 2,563 2,704 3,249
Profit before tax 168 188 151 172 333 538 1786 3750 1,500 982
Net Profit after tax 125 140 123 120 265 507 1723 3365 1,101 670
Reserves 1215 1321 1352 1459 1565 1832 2932 5808 6,409 6,879
Net Worth 1286 1392 1423 1530 1636 1903 3144 6020 6,621 7,091
Exports 456 586 585 585 572 1005 685 2266 1,483 2,240
Dividend % 45.00 45.00 45.00 45.00 200.00 300.00 200.00 200.00 200.00 *100.00
Book Value per Share (Rs.) 36.48 39.47 40.37 43.40 46.40 53.97 29.69 56.92 62.60 67.05
Debt Equity Ratio 0.54 0.53 0.41 0.24 0.29 0.18 0.06 0.08 0.09 0.03
Notes :
Figures of Earning per Share and Book Value per Share are calculated for all the reported years above after considering the subdivision
of equity share of Rs. 10/- each to share of Rs. 2/- each.
2
KIRLOSKAR BROTHERS LIMITED
th
16,000
The financial results of the Company for the year 2008-09 as compared with the 14,000
Rs. M
10,000
4,000
APPROPRIATIONS
Rs. M
3,000
Profitability continues to be under pressure due to various factors. During the Import & Export
current year, as with other industries, there was an impact on the manufacturing
sector due to global economic situations. There have been instances of delay in
project execution and non fulfilment of commitments due to financial crisis faced by
small vendors. 2,500
2,000
The Company is addressing the issue of cost reductions, inventory control and 1,500
Rs. M
faster realization of debtors. During the year the Company has restructured its 1,000
business into various sectors to address each market segments. This sectoral 500
approach which was introduced in the current year is showing encouraging results -
for exploring different market segments. 2005 2006 2007 2008 2009
Year
DIVIDEND
Import Export
Directors recommend a dividend of 100% (Rs. 2/- per equity share) for the year.
SCHEME OF ARRANGEMENT
30.00
FOREIGN EXCHANGE
Rs.
20.00
development and foreign exchange earnings as required under Section 217 10.00
(1) (e) of the Companies Act, 1956, are given in the Annexure - I to this Report. 5.00
-
2005 2006 2007 2008 2009
3
3. SUBSIDIARY COMPANIES
During the year, the Company has become a Subsidiary Company of Better Value Holdings Private Limited, one of the
promoters and a Kirloskar group Company.
On February 2, 2009, the Company made an application to the Central Government under section 212(8) of the
Companies Act, 1956 for exemption from attaching the annual accounts of the subsidiary companies. However, since
the approval is still pending with the Government, we provide separately the respective annual accounts and other
documents of subsidiary companies.
During the year, the Company has acquired majority shares of The Kolhapur Steel Limited (TKSL), a Company
engaged in the business of manufacturing of alloy steel castings, catering to sugar, cement, steel, pumps, valves,
marine and other general engineering industrial sectors. TKSL which was a sick company registered under the Board
for Industrial and Financial Reconstruction (BIFR), has become subsidiary company during the year. The captive
demands of the Company for quality steel castings would be catered by TKSL. TKSL has reported profit for the year
ended March 31, 2009 and the financials of the subsidiary are provided separately with this annual report.
The subsidiary company Kirloskar Silk Industries Limited, has approached the Government authorities seeking their
approval for change of purpose of the land allotted for a specific purpose. The application is pending with the
Government authorities.
As contemplated earlier, the Joint Venture Company namely Kirloskar Brothers LLC was not formed at Oman as the
project at Sohar in Oman has been executed.
lIn the preparation of the annual accounts, the applicable accounting standards have been followed and there
was no material departure from the accounting standards.
lAccounting policies have been selected and applied consistently and that the judgements and estimates made
are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March
31, 2009 and of the profit of the Company for the period April 1, 2008 to March 31, 2009.
lProper 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, and
5. CASH FLOW
A cash flow statement for the year ended March 31, 2009 is attached to the Balance Sheet.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion and Analysis Report,
Report on Corporate Governance, Auditors Certificate on Corporate Governance and the declaration by the Chairman and
Managing Director regarding affirmations for compliance with the Company's Code of Conduct are annexed to this report.
The Management has formulated under ESOS - 2007, a proposal of providing stock options at Rs. 2/- per option to award
employee for their outstanding, exemplary performance in getting sustainable results.
The guidelines for issue of Stock Options at Rs. 2/- each under ESOS-2007 to reward exemplary performances of the
employees of the Company have been circulated.
The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 and a certificate from the Statutory Auditors with regards to
compliance of the guidelines, is provided as Annexure - III to this report.
4
KIRLOSKAR BROTHERS LIMITED
th
FIXED DEPOSITS
The Company is neither accepting nor renewing the matured deposits since January, 2003. As on March 31, 2009, deposits
from public and shareholders aggregating to Rs. 913,000/- have matured but have not been claimed. The Company has
sent reminders for the same.
The Company also continues to support a few Organisations’ activities in the field of education in rural areas and such other
social causes.
CENTENARY CELEBRATION
Kirloskarvadi manufacturing plant has entered its centenary year. During 1910 our founder, Shri Laxmanrao Kirloskar first
came to Kirloskarvadi to establish the factory and township. The Company has planned certain events to celebrate the
centenary year.
DIRECTORS
With a deep regret, we report the sad demise of Mr. Sharatchandra S. Marathe, Member of the Board of Directors of the
Company since 1985. Mr. Marathe had wide experience in the fields of economics and industry. He was on the Boards of
many other corporates and also on various prestigious committees formed by the Government. His knowledge and guidance
was of a great help to the Company.
Mr. Madhav G. Padhye resigned from the Board with effect from December 16, 2008 due to health problems. Mr. Padhye was
associated with the Company for the last 19 years. He has wide experience in the Civil Engineering, Government service
and Water Resource Development Projects. His expertise and guidance to the Board and the Company has been
noteworthy.
The Board wishes to place on record their gratitude for the guidance received from Mr. Marathe and Mr. Padhye during their
tenures as Directors of the Company.
Mr. Gautam Kulkarni, Mr. A. N. Alawani and Mr. S. N. Inamdar, retire by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment.
AUDITORS
M/s. P. G. Bhagwat, the Auditors retire at the ensuing Annual General Meeting and are eligible for re-appointment. The
requisite certificate pursuant to section 224 of the Companies Act, 1956 has been received. The Audit and Finance
Committee has recommended their re-appointment and the annual audit fees.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the unstinted support and co-operation given by banks and
financial institutions. Your Directors would further like to record their appreciation of the efforts of every employee for the
results achieved during the difficult economic conditions faced this year.
SANJAY KIRLOSKAR
CHAIRMAN
Pune : June 2, 2009
5
ANNEXURE – I TO THE DIRECTORS' REPORT
A. Conservation of Energy
The Company continues to take additional steps for Conservation of Energy. During the year, Company has
undertaken adoption of divided blast cupola to improve coke to metal ratio, installation of hanger type shot
blasting to reduce power consumption, installation of turbo ventilators in the entire factory including stores
and security offices, adoption of energy efficient motors, de-rating of motors, energy saver for CNC turning
lathes to reduce power cost.
Additional measures taken include replacement of power transformer by energy efficient transformer and
VCB for transformers on/off to reduce transmission loss, Bio gas plant for guest house to reduce LPG
consumption, PID controller for heat treatment furnace to reduce power consumption, Energy
management - staggering of melting zone for foundry which reduced demand by 800 KVA, Optimization of
illumination to reduce connect load of 40kw
B. Technology Absorption
1. Research and Development (R&D)
a. Specific area in which R & D carried out by the Company
- Double volute pumps in end suction series of pumps designed to operate at 2900 rpm.
- Horizontal split case pump 2 stage for desalination application.
- Horizontal split case pump with split mechanical seal.
- New product development for high head and high discharge application.
- Development of BHA600 pumps for Suriname project, BHA series enhancement to meet global
requirement.
- Indigenous development of metallic volute pump
- Weight reduction of components for VT pumps and valves
- Development of AWWA series of Air Valves
- Development of 3000 mm, 1700 mm and Ebonite lined butterfly valves.
b. Benefits
- Global reference for Large Vertical Pumps
- Reduction in product lead time
- Competitive edge through product positioning
- Application coverage
- Improved quality of the product
- Competitive product cost
6
KIRLOSKAR BROTHERS LIMITED
th
Technology Imported Year of Has If not fully absorbed, areas where this
Import technology been has not taken place, reasons therefor
fully absorbed? and future plan of action
Metallic volute pumps, Ebara 2004 Yes Not applicable
Corporation, Japan
Axial Flow Pumps from SIHI, 2004 Yes Not applicable
Germany
3D modeling & Structural 2005 Yes - to extent of Not applicable
Analysis of Components - Modeling &
Softwares Structural Analysis
Condensate Extraction 2005 Yes Not applicable
pumps from SIHI, Germany
- CV and MV Pumps 2008 Yes Not applicable
- Deep well Pumps
7
ANNEXURE – II TO THE DIRECTORS' REPORT
Information under Section 217(2A) read with Companies (Particulars of employees) Rules, 1975 and forming part of the
Directors' Report for the year ended March 31, 2009.
Name & (Age) Qualifications Designation/ Nature Date of Gross Last employment
of duties commencement Remuneration
of employment & Rs.
(Experience)
R. K. Srivastava M. Tech Whole Time Director 15/05/1989 8942863 General Manager (Tech),
(62) (I.I.T. Bombay) (37) Worthington Pump India Ltd.,
Kolkata
J. R. Sapre Bachelor of Science Whole Time Director 01/04/2002 8748187 Vice President - (MED) Marketing,
(64) (43) Kirloskar Oil Engines Ltd., Pune
Anant R. Sathe CA, LLB Vice President - Corporate 01/11/2003 3323255 Sr. Vice President - Finance,
(56) Finance & Accounts (33) Kirloskar Pneumatic Company
Ltd., Pune
Dr. J. T. Kshirsagar PHD (Engg.), Vice President & Head of 08.10.1996 3195841 I.I.Sc, Bangalore
(54) ME (Mechanical) Corporate Research & (30)
Engineering Development
Y. S. Rana M. Tech. Vice President -Power 17.02.1997 3078376 Sr. Marketing Manager,
(58) (Design Engg.) (30) Jyoti Ltd.
Avinash W. Purandare BE (Electrical) Vice President 01/03/2005 2839467 Consulting Practice Head (SCM),
(49) - Corporate Global Marketing (27) SAP India (P) Ltd., Bangalore
G. M. Maheshwari BE (Electrical) Vice President - Domestic & 24.02.2004 3082206 General Manager, Crompton
(59) Agricultural Pumps (37) Greaves Ltd.
M. R. Pattewar B.E. (Mech), DIBM, Vice President - Irrigation 27.08.1992 2743219 Executive Officer, KSB Pumps,
(46) DBM, MDBA (Mktg) (24) Pune
Pradeep G. Chapalgaonkar B.E. (Chem Engg), Dip Vice President - Industry 01.04.2004 2826236 CEO,Master Handlers Pvt. Ltd.
(48) in Mktg. (25)
D. B. Nimbalkar B.Com, MSW Vice President - Corp. HRM & C 01.01.2005 2614931 Vice President, Traspek Silox,
(56) (38) Baroda
Vijay Mattoo BE (Electrical) Vice President & Head of 02.05.2006 1476212 Mather & Platt Pumps Ltd.
(49)* Strategic Business Group - (25)
Projects and Engineered Pumps
Ravindra Murthy B.S. (Mech Eng) Vice President - Distribution 22.05.2008 2264465 VP & SBU Head, Kirloskar Oil
(55)* (32) Enginees Ltd.
Narendra D. Wagh B.E. (Production Vice President - Industrial 28.08.2008 1610540 Head - Corp. Mfg. Services,
(54)* Engineering) Pumps (31) Suzlon Energy Ltd.
NOTES :
1. Designation denotes the nature of duties also.
2. Other terms and conditions are as per the service rules and conditions of the Company.
3. The nature of the employment of all the above employees is contractual.
4. Gross Remuneration comprises of salary, commission, allowance, medical, other perquisites and companies
contribution to PF and Superannuation funds.
5. None of the above employee is a relative of a director of the Company, except Mr. Sanjay Kirloskar, who is a brother of
Mr. Rahul Kirloskar.
6. None of the employees holds 2% or more of the paid-up equity share capital of the company.
8
KIRLOSKAR BROTHERS LIMITED
th
Diluted EPS
As Reported 6.34
As Adjusted 6.34
m.1 Weighted average exercise prices for options
whose exercise price -
i. equals market price Nil
ii. exceeds market price Nil
iii. is less than market price Rs. 200
n. A description of the method and significant assumptions No options have been granted during 2008-09
used during the year to estimate the fair values of options,
including the following
weighted-average information: -
1. risk free rate
2. expected life
3. expected volatility
4. expected dividends and
5. the price of the underlying share in the market at the
time of option grant.
AUDITORS' CERTIFICATE
We have examined the books of account and other relevant records and based on the information and explanations given to us, certify that in
our opinion, the company has implemented the Employees' "Share a Vision" Stock Option Scheme, 2007, in accordance with the Securities
and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and resolution of
the Company in the 87th Annual General Meeting held on July 20, 2007.
For M/s P. G. BHAGWAT
Chartered Accountants
Pankaja Bhagwat
Partner
Pune : June 2, 2009 Membership No. 86155
9
Management Discussion and Analysis
WORLD ECONOMY
2008 saw the world economy go through a difficult phase.
The world's economic growth rate is projected to fall to half
percent or even zero in 2009, the lowest, since the Second
World War. Despite wide-ranging strategic initiatives
implemented by governments the world over, the financial
strain remains acute, bringing down the large economies. For
instance, Germany, France, Spain, UK, Japan and United
States, are projected to contract in 2009. Imports to these and
many other developed nations too are expected to decline
during the year. A sustained economic recovery seems
unlikely until the financial sector's credibility is restored and
credit markets are unclogged. Towards this end, the monetary
and fiscal policies need to become even more supportive of
aggregate demand and maintain this stance while developing
strategies to ensure long-term fiscal sustainability.
International cooperation is the key in formulating and
implementing these policies.
10
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
INDIAN ECONOMY
In the last four years (2004-05 to 2007-08), the Indian
economy shifted gears to a high growth phase, recording
7.5%, 9.4%, 9.6% and 9% GDP growth rates respectively.
Though there is a view that the Indian growth trajectory was
led by external trade and foreign capital inflows, it was also a
product of internal growth, albeit complemented by exports.
India's GDP growth in the quarter ending December 2008, fell
to 5.3% - from 8.9%, a year earlier. Inflation fell to a 6 year
low of nearly 3% late February, 2009. Forex deposits have
fallen by more than 30% in less than 6 months.
Analysts expected the Indian economy to grow at about 7% in
2008-09, as compared to the last three years when it rose 9%
approximately. It is expected to dip further in 2009-10 as a
result of the global economic crisis. However, fiscal deficit will
act as a stimulant and deter GDP growth to slip below
6 - 6.5%.
Thus, the Indian economy remains relatively unaffected by the
financial crisis. In fact, India is showing symptoms of a mere
'slowdown' whereas other developed nations are reeling
under impact of 'recession'. This slowdown however, is likely
to result in reduced tax and excise collections. Fiscal deficit
may increase exponentially posing major challenges before the
new government.
11
GLOBAL PUMP MARKET OUTLOOK AND GROWTH DRIVERS
The world pump market is governed by the demand in United Most governments in Asia and in Africa are likely to
States, European Union and Japan. With these countries increase their spending on infrastructure projects like
burdened by recession, market forecasts up to 2013 have irrigation and drinking water schemes.
been revised to a compounded average growth rate of just The world is moving towards energy efficient products and
0.3% from 3-4%. The global market for centrifugal pumps in services to be able to sustain the growth rates achieved in
2009 and 2010 is likely to contract, while that for positive the past few years with petroleum being the primary
displacement pumps will post good gains. Consolidation of energy source.
players in the pump industry through mergers and
acquisitions, may catch momentum in 2009 -10 in spite of the
present recessionary trends.
Although water and sewage, power, building services,
industry, oil and gas are major drivers of the global pump
market, for KBL, water, power and irrigation will continue to
be chief market drivers.
Factors affecting growth of the global pump industry:
Per capita availability of water in Asia is less than other
continents; and it will continue to grow rapidly, thus
increasing demand for delivery and treatment of that
water. Rising consumption with decreasing supplies of
uncontaminated water is pushing up the market of
desalination plants for treating seawater.
Urbanization of Asia has seen relocation of more than one
billion migrants from villages to cities. This is creating
pressure on the existing infrastructure including delivery of
utility water and removal and treatment of wastewater.
12
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
13
INTERNATIONAL BUSINESS STRATEGY
We have crossed the INR 2380 million turnover in our export
business. Our international strategy will continue to focus on
creating the global brand 'Kirloskar' in centrifugal pumps and
pumping systems. While creating a global brand, we will act
local while going ahead to create a multi cultural, multi
national team to establish this global brand.
We have created more than 15 new references in Europe
under brand 'Kirloskar' in pumps. Orders have flowed in from
Chile to Egypt and Vietnam; from varied sectors, like energy,
irrigation, industry, building, etc. making our presence felt
worldwide.
Orders from Southern Regional and Balikera Hunter Water,
Australia, Astana in Kazakhstan and Sohar in Oman have been
executed satisfactorily.
14
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
15
Sectoral Overview
POWER
This business group caters to the needs of power industry - United States were commissioned at the Sandow 5 Project in
conventional and renewable. Considering the chronic Texas for Bechtel, United States of America. Similarly the first
shortage of power, this sector is bound to emerge as a major condensate extraction pump for overseas market was
market driver for decades to come. The Power group is proud dispatched for Glow Thailand Project, Doosan. Other major
to have successfully completed the sump model test of power project orders for Isle of Grain and Staythorpe in United
cooling water system for India's first ultra mega power project Kingdom from Alstom, Sugen in Gujarat for Siemens Germany
of 4000 MegaWatt (5 x 800 MW) at Kirloskarvadi. This was were executed on time. With success stories like these, the
the largest sump model test for cooling water system to be Kirloskar brand is getting strengthened in the global power
conducted in India. Circulating cooling water and Non-Active sector.
Process Water (NAPW) pump packages for Nuclear Power
Corporation's Kaiga project have been commissioned. The
boiler feed pump system for Essar Power project too has been
installed and is operational. Among the prestigious orders won
this year, is the cooling water pump package for first fast
breeder reactor project - BHAVINI, in the nuclear power
segment. Our brand image in the national power industry was
used to win over the customer in the overseas markets.
Approvals from few more global EPC contractors in Power
sector were obtained and we also received orders from them
including:
&Maire and Technimont, Italy, for Colbun Project, Chile
&Metka Metal Construction, Aliveri V, Greece
&Sevilla, Lebrija I, Spain
&Alstom, Switzerland (6th repeat order) for Fujirah
The first two cooling water pumps supplied by Kirloskar in the
4
CW pumps installed at Sandow 5 project, USA of Bechtel
16
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
4
Kirloskar pumping station at Sohar Industrial Port Company (SIPC), Sohar, Oman
17
IRRIGATION
This business group primarily meets the needs of irrigation at
macro level through the infrastructural projects and supplying
appropriate products on a mass scale to institutional irrigation
customers, generally at government level. Projects in the past
from the World's largest pumping system on Narmada Branch
canal for SSNNL to the various lift irrigation projects executed
in Andhra Pradesh have been handled by this business group.
All the remaining pumping stations, which are a part of world's
largest pumping system are close to being commissioned.
With focus on completion and execution as a strategy this
year, the group completed the execution for Hanmapur,
Rampur, Mulwad Baluthi, Sinamoda, Devlapur, Guthpa,
Brandix, Taraka, Thimmapur, Rajan, Kollur, Kawardha and
Jalundra lift irrigation schemes in Karnataka, Andhra Pradesh
and Gujarat.
Parallel operations of pumps at all the three sites - Intake
(Gangaram), Nagaram and Bhimganpur for the Godavari lift
irrigation scheme were also successfully completed. Other
major projects like Gandikota, PADA and Bheema are nearing
completion.
Along with the corporate international institutional business
function, this sector business group plans to aggressively
target the international irrigation market. Green revolution
projects in the African continent will be targeted by leveraging
the success stories of our irrigation projects in Senegal and
Laos. Orders worth US $25 million were booked thanks to this
strategy of taking up international irrigation projects. The
result invoicing worth US $ 10 million completed this year.
4
Khed pumping station, Narmada Water Resources, Water Supply
and Kalpasar Department
18
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
INDUSTRY
This business group takes care of the requirements coming
from the different industrial segments such as metal
manufacturing (mainly Steel), mining (Coal and others) ,
process oriented segments like cement, chemicals, paper,
sugar, textile, pharma, and other industries.
This business sector had to bear the maximum brunt of the
financial crisis, which adversely affected its performance.
Therefore, the sector adopted a 'focus' based approach, in
which only the customers with firm requirements and sound
financial health were approached. The strategy was to build
long term relationships with industrial customers, to get
repeat orders and minimize cost in terms of marketing efforts
and time lost. Our Customer Relationship Management (CRM)
initiatives were a significant step in this direction. The success
stories in steel, textile, sugar and mining sectors were
strategically leveraged in international markets. As a step
towards entering the North American market, an agreement
with the sales and service partner 'Hydro Inc.' for the Steel
industry in United States of America was finalized. Excellent
ratings received from steel major Pohang Iron and Steel
Company, illustrate the resolve of the unit towards fostering a
relationship based on customer confidence. The group
concentrated on the market diversification as a part of the risk
mitigation strategy. Orders received from Austria and Yemen
were a part of this strategy. Orders from West Coast Papers
were won against stiff competition from major players in the
pumps market. This exhibits our capability for servicing critical
application areas.
19
OIL AND GAS
This business group provides customized solutions to the Oil
and Gas industry. The dynamics of the oil and gas industry
require special attention on our part because of critical nature
of applications and adherence to the strict norms and
standards. So a business group exclusively focused on Oil and
Gas industry was formed.
After the restructuring, the group has focused on
understanding the needs of this sector very systematically and
is in the process of firming up strategic development and
business plans for the coming years.
It has also assessed its present strength in oil and gas industry
and is leveraging these strengths to win customer confidence
from the select applications to begin with.
To cite a few examples, successful packaged pumping
solutions have been given to ONGC at Shibsagar (India), Al
Mazroui Engineering for SEWA, Emirates Oil company,
Sharjah (UAE) and Reliance, at its Jamnagar facility. The
highlight at Reliance was the successful demonstration of
sequential auto-start.
20
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
Commercial Complex
Educational Institutes
Hospital
Multiplex
21
DEFENSE AND MARINE
This business group offers customized solutions to the
Defense and Marine segments. Being a new segment for KBL,
our team spent more time in understanding the needs of this
sector and assessing our strengths to match the requirements.
We have made a start by organizing our activities for long term
business relationships. We have approached authorities in the
defense establishment and marine organizations from where
we have received initial positive response. The orders from
Pipavav Shipyard illustrate the start of a successful venture.
Business linked development plans are being drawn out
carefully for both the segments of this sector, understanding
the nuances of customer needs and priorities.
22
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
DISTRIBUTION
This business group looks after our channel partners and the
business coming through them. This is one of the most
important business groups, which is in charge of all our
distributors, dealers and retail outlets where our mass
produced pumps are made available to the customers.
Standard pumps, standardized packages, motors, alternators
and allied standard peripherals are sold through this group.
Volume driven cost leadership is their guiding principle behind
the strategies adopted. Steps are also being taken to make a
shift to innovative products to differentiate ourselves from
commodity like products in the market place. 5 star energy
rating by Bureau of Energy for our monobloc pumpsets for the
least energy consumption, tie up with Copper Promotion
Council for energy efficient motors, pumpsets and energy
auditing are some examples of these differentiating strategies.
In addition to the marketing's first P for product, this market is
quite influenced by the other 3 P's of marketing - promotion,
place and people. Strategies of over 100 new distribution
Memorandum of Understandings, system for E-warranty,
retailer certification, scratch cards scheme for domestic pump
retailers and the scheme of pump replacements illustrate this
group's balanced focus on all the 4 P's of marketing.
Considering the credit crunch resulting from financial crisis,
the commercial policies too have been tightened and have
been made cash centric, keeping the volume driven cost
leadership strategy in mind.
4
First energy efficient surface pump in India with 5 star rating by
The Bureau of Energy Efficiency (BEE)
23
CUSTOMER SUPPORT AND SERVICE
In line with the strategy of providing excellent customer
experience, the focus on customer support and service is
being reoriented with pragmatic measures such as:
Improving the mechanism of listening keenly to end users
through our retail chain or original equipment
manufacturers
Prompt response to the customer calls by making adequate
manpower and IT architecture available through dealers
and service centers
Re-organizing the set up with separate teams for spares
and service and one stop outlets
Focusing on annual maintenance and operation and
maintenance contracts with long term arrangement
World class delivery mechanism of spare parts by
rationalizing the 16 digit part numbers
This customer service strategy will help create sustainable
competitive advantage in the long run for KBL.
24
Works Overview KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
KIRLOSKARVADI
This manufacturing facility, with India's second industrial
township, established in 1910 enters its centenary year in 'Centrifugal Pumps and Valves' as per Indian naval
2009-10. It has received the Occupational Health and Safety requirements after verification of capability and capacity.
Assessment Series, OHSAS 18001 certification, and a Managing liquidity, supply chain and growing expectations of
National Award for Excellence in Water Management, from customers are the main challenges facing Kirloskarvadi works
the Confederation of Indian Industry (CII) for in 2008 in and we have a right combination of experience and youth to
recognition of efforts on conservation and the effective use of face these challenges successfully and achieve its vision and
water and energy as well. mission.
25
DEWAS AND SHIRVAL
KBL became the first pump company in India to achieve the
distinction of FIVE star rating from Bureau of Energy created at Dewas. These panels are being used for testing of
Efficiency, Government of India for the 8 models of 'KDS' solar pumping systems. During non-testing period, these
series monobloc pumpsets manufactured in Dewas. In view of panels are being used for energizing the pumps at the Effluent
the energy crisis being encountered globally, there is a need Treatment Plant, which result in energy savings.
26
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
KONDHAPURI
Our Kondhapuri factory exceeded its targets for first time in
the last three financial years on the basis of process and
productivity improvements.
A new manufacturing facility within the factory was
commissioned with capital investment of about INR 90
million. This facility will help increase the large size valve
capacity as well as capability to make up to 4000 mm size
Valve. We have obtained CE marking certification for Butterfly
Valves and Sluice Valves. The factory successfully completed
the development and supply of many new products and
received prestigious orders from the water, energy and
industry sectors.
4
3000 mm Butterfly Valve under manufacturing
27
HUMAN RESOURCE MANAGEMENT
Our HR team would like to share the encouraging Gallup
Survey results from the employee engagement survey
conducted recently. We have been doing this survey from
2004. We have also taken steps based on the concerns
observed and the opportunities for improvements pointed out
from the survey. These efforts by our HR team have increased
the overall satisfaction, advocacy, loyalty and employee
engagement levels, pride score, leadership communication
score and work-life balance score significantly. Superior /
subordinate quality time and management have shown
improvement, although not significant. A few areas are still
found to be critical and clarity of roles is not evident.
Necessary steps have already been taken to ensure
improvement in 2009-10. Harmonious industrial relations
have been maintained at all our manufacturing locations.
Amity International University awarded KBL with an HR
Excellence Award in 2008.
The total number of employees is 2,932.
I AM KBL
28
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
4
CFD analysis of Rajivsagar PS1 Sump 4
Sarju Runner Solid Model
29
GLOBAL MARKETING, BUSINESS DEVELOPMENT AND STRATEGY
This corporate function was a new creation after the
restructuring and redefining the past functions to focus on
marketing in its true classical meaning, specific business
development projects and strategy dialogue process. The
various roles played by this department include those in
International distribution, CRM - lead generation and
nurturing, market and competitive intelligence, business
development, mergers and acquisitions, brand promotion and
marketing communication and last but not the least the
strategic dialogue. The department is expected to perform to
add value to business strategies and assist in driving corporate
strategies based on environment and analysis of market
situation.
30
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
FINANCIAL PERFORMANCE
The company has achieved a growth of over 20% in net sales
over the last year to reach INR 18,309 million.
Profit before tax is INR 982 million as against INR 1500 million
in the previous year. The main reasons in reduction in
profitability are higher rate of interest and cost of finance,
delay in execution of certain projects and rise in raw material
cost for part of the year.
Borrowings have further gone up from INR 1912 million to INR
3204 million.
Depreciation and amortization has increased to INR 207
million from INR 182 million in the previous year, while interest
has increased from INR 169 million to INR 303 million.
31
BRIDGING OCEANS
4
Sanjay Kirloskar meets the Honorable President of Senegal, 4
Malik Akhtar at the Valves factory at Kondhapuri
SE Maitre Abdoulaye Wade, New Delhi during Africa Summit
4
T C Venkatsubramanian and Prabhakar Dalal, of EXIM Bank at KBLs 4
Ms. Christine Ting Sing Ling, Engineer and Ravi Chandran, Senior Manager
showroom in Vientiane, with L H Dabi, Vice President, Corporate International from Public Utilities Board, Singapore, visiting Kirloskarvadi plant
Institutional Business
32
KIRLOSKAR BROTHERS LIMITED
89th Annual Report 2008-09
EXHIBITING EXCELLENCE
4
Aquatech, Amsterdam, Netherlands 4
Singapore International Water Week 2008
4
Achema 2009, Frankfurt Germany 4
Power-Gen International, Orlando, USA
4
Pumps, Valves and Systems Expo, Baroda 4
Power-Gen Europe 2008 - Milan, Italy
33
INTERNAL CONTROL SYSTEM
The company has adequate internal control system. Regular
internal audits are being conducted, as per the audit calendar
drawn at the beginning of the year, to examine the efficacy
and adequacy of internal controls. For this purpose, the
company has continued the practice of appointing
professional firms of chartered accountants.
The internal audit reports are initially presented to the
executive committee of the management, consisting of the
Chairman and two Executive Directors. The recommendations
made in these reports are taken up for implementation by this
executive committee.
The final audit report presentation is made to the audit
committee during which the executive committee, as
mentioned above, apprises the audit committee of its plans to
implement audit recommendations.
On the basis of these reviews, the audit committee directs the
management to take appropriate actions.
The company has initiated audit procedures in the subsidiary
companies.
Cautionary Statement: Statements in the Management Discussion and Analysis describing the company’s projections and estimates are forward looking statements and progressive
within the meaning of applicable security laws and regulations. Actual results may vary from those expressed or implied depending upon economic conditions, government policies
34 and incidental factors.
KIRLOSKAR BROTHERS LIMITED
th
Mr. Sanjay Kirloskar and Mr. Rahul Kirloskar are brothers. None of the other directors is related to any other
director.
@ CMD - Chairman and Managing Director, VC - Vice Chairman, ED - Executive Director,
NED - Non Executive Director, I - Independent, WTD - Whole Time Director.
* Committee Membership of Audit Committee and Investors' Grievance Committee is considered for this
purpose.
(1) Directorships in Private Limited Companies, Foreign Companies are included in the above table.
(2) An independent director is a non-executive director who, apart from receiving director's remuneration, does
not have any material pecuniary relationship or transactions with the Company, its promoters or its
management or its subsidiaries and associates which in the judgement of the Board, may affect his
independence of judgement and complying with other conditions as prescribed under Clause 49 of the
listing agreement.
(3) All the relevant information suggested under Annexure 1A of Clause 49 is furnished to the Board from time
to time.
3. Code of Conduct :
The Company has introduced a Code of Conduct for Directors and members of Senior Management. The
Code is made effective from April 1, 2005. It has been uploaded on the Company's website, www.kbl.co.in
All Board members and senior management personnel have affirmed compliance with the code. A
declaration to that effect signed by Mr. Sanjay Kirloskar, Chairman and Managing Director is appearing
elsewhere in the annual report.
35
4. Audit and Finance Committee :
The Audit and Finance Committee was constituted in July, 2000. This committee is constituted in line with
the provisions of Clause 49 of the Listing Agreement read with section 292A of the Companies Act, 1956. It
comprised of five Directors viz. Mr. S. N. Inamdar as the Chairman, Mr. S. S. Marathe, Mr. Gautam Kulkarni,
Mr. U. V. Rao and Mr. P. S. Jawadekar as Members. Mr. S. N. Inamdar is a Non-Executive Independent
Director. After the sad demise of Mr. S. S. Marathe, senior member of the Board, on September 28, 2008,
the Audit and Finance Committee was reconstituted and Mr. Pratap B. Shirke has been appointed as
Member of the Committee with effect from October 23, 2008. Thus the Company fulfils the requirements
under the code.
The terms of reference of the Audit and Finance committee include the matters specified in clause 49 (II) of
the Listing Agreement with the Stock Exchanges. The terms of reference of the Audit and Finance
Committee includes the following:
A)
Overseeing the Company's financial reporting process and disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.
Recommending the appointment of external auditors, fix their remuneration.
Reviewing with the management the quarterly & annual financial statements before submission to the
Board focusing primarily on
— Any change in the accounting policies & practices.
— Major accounting entries based on exercise of judgement by management.
— Significant adjustments arising out of audit.
Qualifications in draft audit report.
Compliance with Stock Exchanges legal and accounting requirements concerning financial
statements.
Any related party transactions.
Structure & strength of internal audit department reporting structure, coverage and frequency of
internal audit, financial & risk management policies particularly relating to foreign exchange
exposure.
Defaults in the payment to depositors, debenture-holders, shareholders & creditors.
Reporting by management on key financial ratios.
Reporting on recovery of dues, delays and reasons therefor.
Statements accompanying Public Issue of any security.
Reporting on branch audits, if any. Full access to information and data.
To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
Approval of payment to statutory auditors for any other services rendered by statutory auditors.
Matters required to be included in the Directors' Responsibility Statement to be included in the Board's
report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
Discussion with internal auditors on any significant findings and follow up thereon.
Reviewing the findings of any internal investigations by the internal auditor into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board.
Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post audit discussion to ascertain any area of concern.
Carrying out any other function as per directions from the Board from time to time.
B)
Power to investigate
Power to summon officers
Power to access information and data
Power to review systems/controls
36
KIRLOSKAR BROTHERS LIMITED
th
During the year, six Audit and Finance committee meetings were held on April 22, 2008, July 18, 2008,
September 19, 2008, October 23, 2008, January 20, 2009 and February 6, 2009
Attendance at Audit and Finance Committee meetings :
Member's Name No. of Meetings attended Member's Name No. of Meetings attended
Mr. S. N. Inamdar 6 Mr. S. S. Marathe
(Upto 28.9.2008) 3
Mr. Gautam Kulkarni 5 Mr. U. V. Rao 6
Mr. P. S. Jawadekar 5 Mr. Pratap B. Shirke
(w.e.f.23.10.2008) 1
5. Remuneration of Directors :
Remuneration Committee
The remuneration committee was constituted in the year 1999. The Members of the committee were, Mr. S.
S. Marathe - Chairman, Mr. S. N. Inamdar, Mr. M. G. Padhye and Mr. Gautam Kulkarni
However, after the sad demise of Mr. S. S. Marathe on September 28, 2008, Mr. P. S. Jawadekar, has been
appointed as Chairman of the Committee on October 23, 2008.
Consequently, due to the resignation tendered by Mr. M. G. Padhye with effect from December 16, 2008,
Mr. A. N. Alawani has been appointed as a member of the Committee on January 20, 2009. The present
Members of the committee are as under:-
Mr. P. S. Jawadekar, Chairman, Mr. S. N. Inamdar, Mr. Gautam Kulkarni and Mr. A. N. Alawani
During the year, Remuneration Committee meetings were held on April 22, 2008 and on July 18, 2008.
Attendance at Remuneration Committee Meetings :
Member's Name No. of Meetings attended Member's Name No. of Meetings attended
Mr. S. S. Marathe 2 Mr. S. N. Inamdar 2
(Upto 28.9.2008)
Mr. M.G. Padhye 2 Mr.Gautam Kulkarni 2
(Upto16.12.2008)
Mr. P. S. Jawadekar NA Mr. A. N. Alawani NA
(w.e.f.23.10.2008) (w.e.f.20.01.2009)
Remuneration to Directors :
— The payments made to executive directors have been reviewed by the Remuneration Committee from time
to time and confirmed by the Board of Directors.
— Non Executive Directors were paid a sitting fee of Rs.10,000/- for every meeting of the Board and
Committee attended by them. Based on their membership of various committees and their time involved in
the operations of the Company, the non-executive directors will be paid up to an aggregate amount of Rs.
7,565,000/- for the year ended March 31, 2009, by way of a commission.
— There are no pecuniary relationships or transactions of the non-executive directors' vis-a-vis the Company.
— All elements of remuneration package for all directors have been provided in the statement hereinafter.
— Except whatever is stated in the statement, there is no other fixed component or performance linked
incentives to any director.
During last year, under the Employees' "Share a Vision" - Stock Option Scheme, 2007 (ESOS - 2007),
20,000 stock options were granted to each of the two Non-promoter whole-time Directors and 10,000 stock
options were granted to each of the Independent Directors. Under the scheme, each option is convertible
into One Equity Share (Face Value Rs. 2/-) of the Company upon vesting, at an Exercise price of Rs. 200/-
per share.
Subject to the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and the terms of the ESOS - 2007, the options, after one year of
the grant would vest in 3 annual instalments of 30%, 30% and 40% and the same should be exercisable
within a period of 3 years from the date of vesting.
First tranche of options i.e. 30% of the total options have been vested on August 31, 2008.
37
Details of remuneration paid/payable to Directors for the year 2008-09 are as follows :
Executive Directors
Mr.Sanjay Kirloskar - 7500000 6487200 1749600 1948955 - 17685755
Mr.Vikram Kirloskar - 7500000 6480000 1749600 3460548 - 19190148
Mr.R. K. Srivastava - 5000000 2400000 648000 894863 - 8942863
Mr. J.R. Sapre - 5000000 2400000 648000 700187 - 8748187
Non-Executive
Directors
Mr. Gautam Kulkarni 130000 1160000 - - - - 1290000
Mr. S. S. Marathe 80000 680000 - - - - 760000
(Upto 28.09.2008)
Mr. M. S. Kirloskar 80000 410000 - - - 289462* 779462
Mr. M. G. Padhye 80000 340000 - - - - 420000
(Upto16.12.2008)
Mr. S. N. Inamdar 140000 1240000 - - - 250000 1630000
Mr. Rahul Kirloskar 60000 360000 - - - - 420000
Mr. U. V. Rao 130000 1285000 - - - - 1415000
Mr. P.S.Jawadekar 110000 1075000 - - - - 1185000
Mr. A. N. Alawani 70000 385000 - - - - 455000
Mrs. Lalita D. Gupte 30000 180000 - - - - 210000
Mr. Pratap B. Shirke 60000 450000 - - - - 510000
38
KIRLOSKAR BROTHERS LIMITED
th
Mr. Gautam Achyut Kulkarni (51) started his career in 1978 as a Trainee in Kirloskar Oil Engines Limited
(KOEL). He underwent extensive training in the Servicing, production and Tech Center (R & D) until 1983.
In 1983, he was assigned to look after Kirloskar Filters Limited (KFL) and was appointed as its Chief
Executive. In April 1984, he was appointed as the Managing Director of KFL. During his tenure with KFL, the
Sales Income grew from Rs. 125 mn. to Rs. 600 mn.
In the year 1992, he was appointed as Vice President of the Company (KBL), while he was attached to the
Corporate Office of the Group. In 1998, he joined Kirloskar Oil Engines Limited as a Joint Managing Director
and played a major role in KOEL's turn around process with the help of major re-structuring and reduction in
debts and interest burden of KOEL. In July 2000, he was co-opted as a director of the Company and has
been appointed as the Vice Chairman.
He is a member of the Audit and Finance Committee, Remuneration Committee and Compensation
Committee of the Company.
Other Directorships
Kirloskar Oil Engines Limited
Kirloskar Engines India Limited
Kirloskar Systems Limited
Achyut & Neeta Holdings & Finance Private Limited
Navsai Investments Private Limited
He is holding 55665 (0.053%) Equity Shares of Rs. 2/- each of the Company. He is not related to any other
director on the Board of the Company.
Mr. A. N. Alawani
Mr. Anil Narayan Alawani (64) is a Chartered Accountant and has been associated with the Kirloskar Group
of Companies since 1977. Prior to his appointment in Kirloskar Oil Engines Limited, he was associated with
Inex Engine Valves Limited and Kirloskar Consultants Limited. He retired as Director-Finance of Kirloskar
Oil Engines Limited in August, 2005.
He has experience in Import Export and Labour Matters besides his core area of Finance and Taxation. His
expertise in Corporate Tax Planning and Finance has helped the Kirloskar Group companies in financial
restructuring and taxation matters.
He is a member of the Remuneration Committee, Investors' Grievance Committee and Committee for
Scheme of Arrangement of the Company.
39
Other Directorships
Kirloskar Ferrous Industries Limited
Kirloskar Integrated Technologies Limited
(Formerly known as Kirloskar Kisan Equipment Limited)
Kirloskar Oil Engines Limited
Kirloskar Systems Limited
Kothrud Power Equipment Limited
Denso Kirloskar Industries Private Limited
He is holding 10000 (0.009%) Equity Shares of Rs. 2/- each of the Company. He is not related to any other
director on the Board of the Company.
Mr. S. N. Inamdar
Mr. Shrikrishna Narhar Inamdar (64) is a Commerce and a Law graduate and an Advocate by profession. He
has had a brilliant academic career having stood first in first class in Pune and Bombay University for B.Com
and LLB examinations respectively.
He has been in practice for more than three decades. He has specialization in Tax and allied laws.
He is a Chairman of Audit and Finance Committee, Committee for Scheme of Arrangement and a member of
Remuneration Committee and compensation committee in the Company.
Other Directorships :
Finolex Industries Limited
Finolex Infrastructure Limited
Force Motors Limited
Kirloskar Ferrous Industries Limited
Kulkarni Power Tools Limited
Kirloskar Proprietary Limited
Sakal Papers Limited
Sudarshan Chemical Industries Limited
Ugar Sugar Works Limited
Man Force Trucks Private Limited
40
KIRLOSKAR BROTHERS LIMITED
th
He is holding 43755 (0.04%) Equity Shares of Rs. 2/- each of the Company. He is not related to any other
director on the Board of the Company.
Mr. M. G. Padhye, a non-executive independent Director was Chairman of the committee. Other members
were Mr. M. S. Kirloskar and Mr. Sanjay Kirloskar. After the resignation tendered by Mr. M. G. Padhye with
effect from December 16, 2008, the committee was reconstituted on January 20, 2009. The present
members of the committee are Mr. M. S. Kirloskar, Chairman, Mr. A. N. Alawani and Mr. Sanjay Kirloskar.
During the year under the report, two Investors' Grievance committee meetings were held on October 13,
2008 and March 28, 2009.
Company has always valued its relationship with its stakeholders. This policy has been extended to
Investor relationship. Company's secretarial department is continuously monitoring the complaints /
grievances of the investors and is always taking efforts to reduce the response time in resolving the
complaints / grievances.
With reference to clause 47(f) of the Listing Agreement, Company has designated exclusive e-mail ID as
grievance.redressal@kbl.co.in for investors to register their grievances, if any. This has been initiated by
the Company to resolve such investors' grievances, immediately. The Company has displayed the said e-
mail ID on its website for the use of investors.
The Company has introduced a system in the secretarial department, through which a feedback, from
shareholders who are visiting the office, is taken on department's overall services to the investors. The
analysis of the feedbacks obtained from shareholders, who have visited the department for one or the
other services is placed before the Investors' Grievance Committee meetings. The overall analysis of
feedbacks indicates that the commendable services are provided to the investors by the secretarial
department of the Company, with regard to promptness and quality of services.
41
8. General Body Meetings :
Details of last three Annual General Meetings held :
— For approval of shareholders for issuing shares under Employee Stock Option Scheme to
employees and Directors of the company.
— For approval of shareholders for issuing shares under Employee Stock Option Scheme to
employees and Directors of the subsidiaries.
— For approval of shareholders for holding and continue to hold an office or place of profit in the
Company as General Manager - Corporate Marketing by Mr. Alok Kirloskar, son of Mr. Sanjay C.
Kirloskar, Chairman and Managing Director of the Company.
— For approval of shareholders for increase in remuneration package for Mr. Alok Kirloskar, as
General Manager - Corporate Marketing.
In the last year, no special resolution has been passed through Postal Ballot.
42
KIRLOSKAR BROTHERS LIMITED
th
9. Disclosures :
i. Disclosures on materially significant related party transactions i.e. transactions of the Company of
material nature, with its promoters, directors or the management, their subsidiaries or relatives etc.
that may have potential conflict with the interests of the Company at large.
There are no materially significant transactions made by the Company with its promoters, directors or
the management, their subsidiaries or relatives etc. which have potential conflict with the interest of
the Company at large.
ii. Details of non compliance by the Company, penalties and strictures imposed on the Company by
Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during
the last three years.
None
iii. Whistle Blower Policy and Policy for prevention of sexual harassment at work.
The company has formulated and implemented the Whistle Blower Policy ("the Policy") during the
last financial year. This would inter alia provide a mechanism for employees of the Company and
other persons dealing with the Company to report to the Chairman of the Audit and Finance
Committee; any instance of unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct. Thus any employee has access to the Audit and Finance Committee.
The Policy has been communicated to all the Employees of the Company and other persons dealing
with the Company, through circular/display on the Notice Board/ display on the Intranet. The policy
has also been uploaded on the company website.
The company has also formulated and implemented the Policy for prevention of sexual harassment
at work during the last financial year. This would inter alia provide a mechanism to prevent or deter
the commission of acts of Sexual Harassment or inappropriate behaviour at work and to ensure that
all employees are treated with respect and dignity. Under the said policy, the procedures for the
resolution, settlement or prosecution of acts or instances of Sexual Harassment have also been
provided for.
iv. All mandatory requirements of Clause 49 of the Listing Agreement have been complied with by the
Company and the extent of adoption of non-mandatory requirements is given hereunder.
Non-Mandatory requirements :
The Board -
The Company has Executive Chairman and the office with required facilities is provided and maintained at
the Company's expenses for use by the Chairman.
Remuneration Committee -
Shareholders' Rights -
The half-yearly financial results are published in the English and Vernacular newspapers and are also
displayed on the Company's website and also have been separately circulated to the shareholders, since
half year ended September, 2007.
Audit qualifications -
43
Training of Board Members -
The present Board of Directors is already comprised of well experienced and responsible members of the
society and they themselves have represented as faculties to many training institutes.
The Company has a Whistle Blower Policy. It inter alia provides a mechanism for employees of the
Company and other persons dealing with the Company to report to the Chairman of the Audit and Finance
Committee; any instance of unethical behaviour, actual or suspected fraud or violation of the Company's
code of conduct. It also provides for adequate safeguards against victimisation of such employees. Further,
the existence of the mechanism has been appropriately communicated within the organisation.
— Quarterly results -
The quarterly results are generally published in the newspapers viz. Indian Express, Loksatta,
Economic Times, Times of India, Maharashtra Times and The Hindu - Business Line. These are also
displayed on the Company's website 'www.kbl.co.in' shortly after its submission to the Stock
Exchanges. The Company's website also displays official news releases.
— Whether the Management Discussion and Analysis Report is a part of Annual Report or not?
The Management Discussion and Analysis Report is a part of the Annual Report.
44
KIRLOSKAR BROTHERS LIMITED
th
45
Registrar and Transfer Agent :
The Company appointed Intime Spectrum Registry Limited, as its Registrar and Transfer Agent (R & T Agent)
with effect from April 1, 2003. The name of the R & T Agent has been changed to "Link Intime India Private
Limited" with effect from January 6, 2009, consequent to acquisition of stake in the Intime Spectrum by Link
Market Services Group Pty Limited, Sydney, Australia. Share Transfers, dematerialisation of shares, dividend
payment and all other investor related activities are attended and processed at the office of the Registrar and
Transfer Agent at the following address:-
The authority to approve transfer of shares upto 10000 shares has been delegated to the Company Secretary
and Deputy Company Secretary. The proposals for transfer of shares above 10000 shares are placed before the
Investors' Grievance Committee/Board. The share transfers received are processed within 15 days from the
date of receipt subject to the transfer instrument being valid and complete in all respects. In compliance with the
Listing guidelines, every six months, a practising Company Secretary audits the system of transfer and a
certificate to that effect is issued.
Out of total paid-up share capital, 91.43% share capital is held in dematerialised form with National Securities
Depository Limited and Central Depository Services (India) Limited as on March 31, 2009.
The Company has established connectivity with both the Depositories through the Registrar, Link Intime India
Private Limited.
Members are advised to notify to the Company or Registrar and Transfer Agent, any change of address,
immediately.
For the benefit of members, certain information, procedures and forms, which are being asked for by the
members frequently, viz. Letter about change of address, ECS form, Nomination Form, Indemnity/Affidavit etc.
for issue of duplicate certificates, Transmission form, application for obtaining sub-divided shares of Rs. 2/-
each alongwith general FAQs etc. are uploaded on the Company's website www.kbl.co.in under section
"Information for Shareholders".
46
KIRLOSKAR BROTHERS LIMITED
th
*Out of Promoter's holding, no share has been pledged by the Promoters or persons under Promoter Group.
Outstanding GDRs/ ADRs / warrants or any convertible instruments etc. :
As of date, the Company has not issued these types of Securities.
Plant locations :
1. Kirloskarvadi 2. Dewas
Kirloskarvadi - 416 308. Opposite Railway Station,
Dist. Sangli. Ujjain Road, Dewas - 455 001.
Tel No. (02346) 222301 - 05 Tel No. (07272) 227302 -04
3. Shirval 4. Kondhapuri
Gat No. 117, Shindevadi, Gat No. 252/2 + 254/2,
Tal. Khandala, Kondhapuri,
Dist. Satara - 412 801. Tal : Shirur, Dist. Pune - 412 208.
Tel No. (02169) 244360 / 244370 /244322 Tel No. (02137) 270217 / 270116 /270140
Investor Contacts :
Company Address : Registrar and Transfer Agent :
Secretarial Department, Link Intime India Private Limited,
Kirloskar Brothers Limited, (Unit: Kirloskar Brothers Limited),
"Yamuna", Survey No. 98 (3-7) Block No. 202, 2nd Floor, Akshay Complex,
Baner, Near Ganesh Temple, Off Dhole Patil Road,
Pune - 411 045 Pune - 411 001
Tel. No. (020) 27211030 Tel. No. (020) 26053503
Fax No. (020) 27211136 Fax No. (020) 26051629
Email : secretarial@kbl.co.in E.mail : pune@linkintime.co.in
grievance.redressal@kbl.co.in
47
The constituents of 'Group' as prescribed in Regulation 3(1)(e)(i) of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 comprises Better Value Holdings Private
Limited, Kirloskar Oil Engines Limited, Kirloskar Engines India Limited, Kirloskar Pneumatic Company Limited,
Kirloskar Ferrous Industries Limited, Pooja Credits Private Limited, Kirloskar Silk Industries Limited, Kirloskar
Constructions and Engineers Limited, Gondwana Engineers Limited, The Kolhapur Steel Limited, Kirloskar
Corrocoat Private Limited, Kirloskar Systems Limited, Asara Sales & Investments Private Limited, Cees
Investments and Consultants Private Limited, Navsai Investments Private Limited, Prakar Investments Private
Limited, Alpak Investments Private Limited, Achyut & Neeta Holdings & Finance Private Limited,
SriHarihareshwara Finance & Investments Private Limited, VikramGeet Investments and Holdings Private
Limited, Kirloskar Integrated Technologies Limited (Formerly known as Kirloskar Kisan Equipments Limited),
Kothrud Power Equipment Limited, Koppal Mines & Minerals Private Limited, Kirloskar Proprietary Limited, G. G.
Dandekar Machine Works Limited, Mahila Udyog Limited, Kirloskar Chillers Private Limited, Hematic Motors
Private Limited, Pressmatic Electro Stampings Private Limited, Quadromatic Engineering Private Limited,
Suman Kirloskar, Mrinalini Kirloskar, Neeta A. Kulkarni, Atul C. Kirloskar, Arti Kirloskar, Gauri Kirloskar, Aditi
Kirloskar, Sanjay C. Kirloskar, Pratima Kirloskar, Alok Kirloskar, Rama Kirloskar, Rahul C. Kirloskar, Alpana
Kirloskar, Alika Kirloskar, Aman Kirloskar, Gautam A. Kulkarni, Jyotsna Kulkarni, Nihal Kulkarni, Shruti Kulkarni,
Ambar Kulkarni, Komal Kulkarni, Vikram S. Kirloskar, Geetanjali Kirloskar, Manasi Kirloskar, Roopa Gupta and
Chandrashekhar H. Naniwadekar.
Sanjay Kirloskar
Pune : June 2, 2009 Chairman and Managing Director
CERTIFICATE
To the members of KIRLOSKAR BROTHERS LIMITED
We have examined the compliance of conditions of Corporate Governance by KIRLOSKAR BROTHERS
LIMITED for the year ended on March 31, 2009, as stipulated in clause 49 of the Listing Agreement of the said
company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our
examination was limited to procedures and implementation thereof, adopted by the company for ensuring the
compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on
the financial statements of the company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned
Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the company nor the
efficiency or effectiveness with which the management has conducted the affairs of the company.
Pankaja Bhagwat
Partner
Pune : June 2, 2009 Membership No. 86155
48
KIRLOSKAR BROTHERS LIMITED
th
1. We have audited the attached balance sheet of Kirloskar Brothers Limited as at 31st March, 2009, the
profit and loss account and also the cash flow statement of the company for the year ended on that date,
annexed thereto. These financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 [as amended by Companies (Auditor's
Report) (Amendment) Order, 2004] issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified
in paragraph 4 and 5 of the said order.
4. Further to our comments in the annexure referred to in paragraph 3 above, we report that:
(i) we have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit;
(ii) in our opinion proper books of account as required by law have been kept by the company so far as
appears from our examination of those books;
(iii) the balance sheet, the profit and loss account and cash flow statement dealt with by this report are in
agreement with the books of account;
(iv) in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this
report comply with the accounting standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956;
(v) on the basis of the written representations received from the directors as on 31st March, 2009, and
taken on record by the board of directors, we report that none of the directors is disqualified as on 31st
March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274
of the Companies Act, 1956;
(vi) in our opinion and to the best of our information and according to the explanations given to us, the
accounts, read together with the notes thereon, give the information required by the Companies Act,
1956 in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March, 2009 ;
(b) in the case of the profit and loss account of the profit for the year ended on that date;
(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.
Pankaja Bhagwat
Partner
Membership No.: 86155
Pune : April 30, 2009
49
ANNEXURE
Re: Kirloskar Brothers Limited
Referred to in paragraph 3 of our report of even date
(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management at reasonable intervals. According to information and
explanation given to us, no material discrepancies were noticed on such verification.
(c) The fixed assets, which were disposed off during the year, do not form substantial part of the fixed assets owned by the
company.
(ii) (a) The inventory was physically verified during the year by the management. In our opinion, the frequency of verification is
reasonable.
(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks
and the book records were not material.
(iii) (a) The company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register
maintained as per section 301 of the Companies Act, 1956.
Accordingly, the provisions of clause 4 (iii) (b) (c) and (d) are not applicable to the company.
(b) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register
maintained as per section 301 of the Companies Act, 1956.
Accordingly, the provisions of clause 4 (iii) (f) and (g) are not applicable to the company.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and
for the sale of goods and services. During the course of audit we have not observed any continuing failure to correct major
weaknesses in internal control system.
(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section
301 of the Companies Act, 1956 have been entered in the register to be maintained under that section.
(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or
arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant
time.
(vi) In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by
the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and
the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. As informed to us, no order
has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other
Tribunal.
(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company
pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies
Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have
not however made a detailed examination of records with a view to determine whether they are accurate and complete.
(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor
education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise
duty, cess and other material statutory dues applicable to it.
According to information and explanation given to us, no undisputed amounts payable in respect of statutory dues were in
arrears, as at 31st March, 2009 for a period of more than six months from the date they became payable.
(b) According to information and explanation given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom
duty, excise duty and cess which have not been deposited on account of any dispute other than those mentioned in the
Appendix to this report.
(x) The company has no accumulated losses as at 31st March, 2009. The company has not incurred cash losses during the financial year
and in the immediately preceding financial year.
(xi) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to a
financial institution or bank. The company has no debenture holders.
(xii) According to information and explanation given to us, the company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the Companies (Auditor's
Report) Order, 2003 are not applicable to the company.
(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4 (xiii) of the
Companies (Auditor's Report) Order, 2003 are not applicable to the company.
50
KIRLOSKAR BROTHERS LIMITED
th
(xiv) According to information and explanation given to us, the company is not dealing in or trading in shares, securities, debentures and
other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to
the company.
(xv) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial
institutions are not prejudicial to the interest of the company.
(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.
(xvii) According to information and explanation given to us, we report that no funds raised on short-term basis have been used for long-term
investment.
(xviii) According to information and explanation given to us, the company has not made any preferential allotment of any shares to parties
and companies covered under section 301 of the Companies Act, 1956.
(xix) According to information and explanation given to us, the company has not issued any debentures. Accordingly, the provisions of
clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.
(xx) According to information and explanation given to us, the company has not made any public issue to raise money. Accordingly, the
provisions of clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.
(xxi) According to information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of
our audit.
Pankaja Bhagwat
Partner
Membership No.: 86155
Pune : April 30, 2009.
Appendix (Referred to in clause (ix) (b) of the Annexure to the Auditor's Report)
Sr. Name of the Statue Nature of Dues Rs. in Forum where dispute is pending
Million
1 Central Sales Tax Act Sales Tax 0.24 Additional Commissioner, Bhopal
25.29 Additional Deputy Commissioner
0.69 Assistant Commissioner, MP
0.41 State High Court
2 Sales Tax acts of various states Sales Tax 0.01 Commercial Tax Officer,
Corporate Charge
0.05 Sales Tax Appellate
4.91 Assistant Commissioner
0.62 Deputy Commissioner
0.17 Sales Tax Officer , Kochi
0.81 Additional Deputy Commissioner
1.85 Bangalore Tribunal
1.55 A.P Tribunal
52.45 State High Court
4 The Income Tax Act 1961 Income Tax 395.32 Commissioner of Income Tax
Appeals
51
BALANCE SHEET AS AT MARCH 31, 2009
Schedule 2009 2008
Rupees Rupees
SOURCES OF FUNDS :
Shareholders' Funds
Capital 1 211,528,710 211,528,710
Fixed Assets 6
Gross Block 3,349,492,805 2,743,820,288
Less: Depreciation 1,298,156,225 1,124,758,974
Net Block 2,051,336,580 1,619,061,314
Capital work-in-progress including capital advances 704,733,584 322,356,492
2,756,070,164 1,941,417,806
Intangible Assets 7
Gross Block 87,657,961 83,947,687
Less: Amortization 77,713,190 70,103,508
Net Block 9,944,771 13,844,179
Notes to Accounts 25
The schedules referred to above and the notes to accounts form an integral part of the Balance Sheet
As per our report of even date attached For and on behalf of the Board of Directors
For M/s P.G. Bhagwat
Chartered Accountants SANJAY KIRLOSKAR S. N. INAMDAR
Chairman & Managing Director Director
PANKAJA BHAGWAT G. P. KULKARNI A. R. SATHE
Partner Company Secretary Vice President (Finance)
PUNE : April 30, 2009 PUNE : April 30, 2009
52
KIRLOSKAR BROTHERS LIMITED
th
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009
EXPENDITURE
Materials consumed 20 13,926,768,676 11,125,807,554
Payments and benefits to employees 21 943,816,573 850,505,163
Operating and other expenses 22 2,310,171,677 1,856,670,285
Interest 23 303,200,468 168,854,653
Depreciation and amortization 207,350,133 182,088,160
17,691,307,527 14,183,925,815
Less: Expenses capitalized 4,927,376 3,333,861
Total 17,686,380,151 14,180,591,954
Profit/(Loss) before tax 982,203,176 1,500,406,123
Provision for tax 24 311,916,578 399,039,651
Profit/(Loss) after tax 670,286,598 1,101,366,472
Balance brought forward from previous year 506,879,134 600,468,691
Profit available for appropriation 1,177,165,732 1,701,835,163
Appropriations
Proposed dividend 211,528,710 423,057,420
Additional tax on dividend 35,949,305 71,898,609
Transfer to General Reserve 400,000,000 700,000,000
Surplus carried to Balance Sheet 529,687,717 506,879,134
1,177,165,732 1,701,835,163
Basic Earning per Equity Share (Refer Note No.12) 6.34 10.41
Diluted Earning per Equity Share (Refer Note No.12) 6.34 10.39
Notes to Accounts 25
The schedules referred to above and the notes to accounts form an integral part of the Profit and Loss Account
As per our report of even date attached For and on behalf of the Board of Directors
For M/s P.G. Bhagwat
Chartered Accountants SANJAY KIRLOSKAR S. N. INAMDAR
Chairman & Managing Director Director
PANKAJA BHAGWAT G. P. KULKARNI A. R. SATHE
Partner Company Secretary Vice President (Finance)
PUNE : April 30, 2009 PUNE : April 30, 2009
53
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009
2009 2008
Rupees Rupees
A. Cash flow from operating activities
Net profit before taxation and extraordinary items 982,203,176 1,500,406,123
Adjustments for
Depreciation and amortization 207,350,133 182,088,160
(Profit) / loss on sale of fixed assets (983,694) (3,954,533)
Employees Stock Option - Compensation
debited to Profit and Loss Account ( Net ) 48,033,482 44,034,642
Provision for doubtful debts and advances 70,609,776 18,549,702
Interest income (101,943,584) (113,036,296)
Dividend income (145,191,738) (168,772,378)
Interest expenses 303,200,468 168,854,653
Operating profits before working capital changes 1,363,278,019 1,628,170,073
(Increase) /decrease in trade and other receivables (2,487,101,162) (2,085,180,571)
(Increase) /decrease in inventories (226,769,049) (459,073,762)
Increase/(decrease) in sundry creditors 1,788,333,088 1,805,804,977
Cash generated from operations 437,740,896 889,720,717
Income tax (paid) /refunded (292,878,843) (410,223,674)
Net cash from operating activities 144,862,053 479,497,043
B. Cash flow from investing activities
Purchase of fixed assets (1,022,765,402) (498,521,559)
Proceeds from sale of fixed assets 5,646,013 7,689,416
(Purchase) /Sale of investments 89,196,736 (95,966,717)
Interest received 104,210,047 111,859,096
Dividend received 141,577,338 168,370,778
Advance to subsidiaries (628,364,767) (16,678,639)
Net cash from investing activities (1,310,500,035) (323,247,625)
C. Cash flow from financing activities
(Repayment) / proceeds of / from long term borrowings (net) 676,705,456 70,336,072
(Repayment) / proceeds of / from other borrowings (net) 615,600,791 433,048,779
Interest paid (298,642,337) (151,718,631)
Dividend paid (414,907,037) (208,045,196)
Tax on dividend paid (71,898,609) (35,949,304)
Net cash used in financing activities 506,858,264 107,671,720
Net increase in cash and cash equivalents (658,779,718) 263,921,138
Cash and cash equivalents at the beginning of the year 758,728,757 494,807,619
Cash and cash equivalents at the end of the year 99,949,039 758,728,757
As per our report of even date attached For and on behalf of the Board of Directors
For M/s P.G. Bhagwat
Chartered Accountants SANJAY KIRLOSKAR S. N. INAMDAR
Chairman & Managing Director Director
PANKAJA BHAGWAT G. P. KULKARNI A. R. SATHE
Partner Company Secretary Vice President (Finance)
PUNE : April 30, 2009 PUNE : April 30, 2009
54
KIRLOSKAR BROTHERS LIMITED
th
Authorized
250,000,000 ( 250,000,000 ) equity shares of Rs.2/- (Rs.2/-) each 500,000,000 500,000,000
500,000,000 500,000,000
Issued
105,907,030 ( 105,907,030 ) equity shares of Rs.2/- (Rs.2/-) each 211,814,060 211,814,060
55
SCHEDULE TO THE ACCOUNTS (CONTD.)
2009 2008
Rupees Rupees
56
KIRLOSKAR BROTHERS LIMITED
th
Gross Block
At 01.04.2008 209,902,536 342,221,361 1,483,851 2,072,371,805 68,638,429 49,202,306 2,743,820,288 2,393,775,293
Additions - 279,769,216 52,474 334,106,789 12,629,934 10,119,623 636,678,036 372,856,799
Deductions - 991,247 - 21,927,159 2,018,259 6,068,854 31,005,519 22,811,804
Depreciation/
Amortization
At 01.04.2008 - 76,260,583 1,393,887 991,626,369 32,354,525 23,123,610 1,124,758,974 970,517,758
For the year - 9,960,920 30,943 180,456,692 4,951,203 4,340,693 199,740,451 173,318,137
Recouped - 692,662 - 20,782,768 1,267,452 3,600,318 26,343,200 19,076,921
Net Block
At 31.03.2009 209,902,536 535,470,489 111,495 1,233,251,142 43,211,828 29,389,090 2,051,336,580 1,619,061,314
Assets under Erections
including capital advances 704,733,584 322,356,492
Note: Building includes cost of hangars jointly owned with other companies
2009 2008
Rupees Rupees
SCHEDULE 7: INTANGIBLE ASSETS - COMPUTER SOFTWARE
Gross Block
At 01.04.2008 83,947,687 73,732,447
Additions 3,710,274 10,215,240
Deductions - -
Amortization
At 01.04.2008 70,103,508 61,333,485
For the year 7,609,682 8,770,023
Recouped - -
57
SCHEDULE TO THE ACCOUNTS (CONTD.)
2009 2008
Rupees Rupees
SCHEDULE 8 : INVESTMENTS
A. Trade
Quoted
73,903,270 (73,903,270) equity shares of Rs.2/- each
in Kirloskar Oil Engines Limited 404,980,851 404,980,851
58
KIRLOSKAR BROTHERS LIMITED
th
D. Government Securities
Unquoted
- (5,500) capital gains bonds 2002 of Rs.10,000/- each
of National Housing Bank. - 55,000,000
- (4,375) capital gains bonds of Rs.10,000/- each
of National Bank for Agriculture & Rural Development - 43,750,000
- (4,375) Non Convertible Redeemable Taxable Bonds - Series -V
of Rs. 10,000/- each of Rural Electrification Corporation Ltd. - 43,750,000
- (4,375) SIDBI Capital gains Bonds of Rs.10,000/- each
of Small Industries Development Bank of India. - 43,750,000
88,000 (88,000 ) Non Convertible Redeemable
Taxable Bonds - Series -VI of Rs.10,000/-
each of Rural Electrification Corporation Ltd. 880,000,000 880,000,000
89,000 (89,000 ) Non Convertible Redeemable
Taxable Bonds - of Rs.10,000/-
each of National Highways Authority of India. 890,000,000 890,000,000
1,770,000,000 1,956,250,000
E. Other Investment
350,685 (350,685) Units of Rs. 20/- each
of HDFC Group Unit Linked Option Plan B 11,000,000 11,000,000
3,383,750,571 3,472,947,307
Aggregate amount of quoted investments 531,047,484 531,047,484
Market value 4,924,683,428 9,857,722,409
Aggregate amount of unquoted investments 2,852,703,087 2,941,899,823
59
SCHEDULE TO THE ACCOUNTS (CONTD.)
2009 2008
Rupees Rupees
SCHEDULE 9 : INVENTORIES
Cost incurred plus recognized profits less recognized losses 26,107,504,191 20,963,928,282
Less: Progress billing 23,863,186,645 19,048,953,729
2,244,317,546 1,914,974,553
60
KIRLOSKAR BROTHERS LIMITED
th
61
SCHEDULE TO THE ACCOUNTS (CONTD.)
2009 2008
Rupees Rupees
SCHEDULE 18 : SALES AND CONTRACT REVENUE
62
KIRLOSKAR BROTHERS LIMITED
th
SCHEDULE 23 : INTEREST
Interest
On fixed loans and debentures 46,403,973 43,254,138
On other loans 256,796,495 125,600,515
303,200,468 168,854,653
63
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS
2 Fixed Assets
Fixed assets are stated at cost less accumulated depreciation. Cost comprises the purchase price and any
other attributable cost of bringing the asset to its working condition for its intended use. Financing costs
relating to acquisition of qualifying fixed assets are also included to the extent they relate to the period till
such assets are ready to be put to use.
3 Depreciation
Depreciation on fixed assets has been provided in a manner that amortizes the cost of the assets over their
estimated useful lives as detailed below:
a) On assets acquired prior to 01.08.1987, on a straight-line method at the rates determined in the year
of acquisition under section 205 (b) of the Companies Act, 1956. No depreciation is provided on
assets scrapped or sold during the year.
b) On assets other than patterns, acquired on or after 01.08.1987, on straight line method as per
Schedule-XIV to the Companies Act, 1956.
c) On patterns, on straight line method on the basis of estimated useful life as given below:
4 Intangible Assets
Computer Software
Computer software is amortized on straight line method over a period of three years.
5 Inventories
a) Inventories are valued at the lower of cost and net realizable value.
b) The cost is calculated on weighted average method.
c) Cost comprises costs of purchase, costs of conversion and other costs incurred in bringing the
inventories to their present location and condition.
6 Construction Contracts
a) Contract revenue and contract costs arising from fixed price contracts are recognized in accordance
with the percentage of completion method.
b) The stage of completion is measured by reference to costs incurred to date as a percentage of total
estimated costs for each contract.
c) Full provision is made for any loss in the year in which it is first foreseen.
64
KIRLOSKAR BROTHERS LIMITED
th
8 Revenue Recognition
a) Sale of products and services are recognized when the significant risks and rewards of ownership of
the goods have passed to the buyer and when services are rendered.
b) Where the ability to assess the ultimate collection with reasonable certainty is lacking at the time of
raising any claim, revenue recognition is postponed to the extent of uncertainty involved. In such
cases revenue is recognized only when it is reasonably certain that the ultimate collection will be
made.
10 Leases
Operating lease payments are recognized as an expense in the profit and loss account on a straight-line
basis over the lease term.
11 Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalized as part of the cost of that asset. Other borrowing costs are recognized as an expense
in the period in which they are incurred.
12 Investments
Investments that are readily realizable and intended to be held for not more than a year are classified as
current investments. All other investments are classified as long-term investments.
a) Current investments are carried at lower of cost and fair value determined on an individual
investment basis.
b) Long-term investments are carried at cost. However, provision for diminution in value is made to
recognize a decline other than temporary in the value of the investments.
13 Employee Benefits
Short term compensated absence benefits (both vesting and non vesting) are accounted for on the basis of
the actual valuation of the leave entitlement as on the balance sheet date.
The actuarial valuations in respect of post employment defined benefit plans and long term employee
benefits as at the balance sheet date are measured using Projected Unit Credit Method.
65
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS (CONTD.)
The obligation is measured at the present value of the estimated future cash flows. The discount
rates used for determining the present value of the obligation under defined benefit plans, is based
on the market yields on Government Securities as at the balance sheet date, having maturity periods
approximating to the terms of related obligations.
Actuarial gains and losses are recognized immediately in the profit & loss account.
In case of funded plans, the fair value of the plan's assets is reduced from the gross obligation under
the defined benefit plans, to recognize the obligation on net basis.
Gains or losses on the curtailment or settlement of any defined benefit plan are recognized when the
curtailment or settlement occurs. Past service cost is recognized as expenses on a straight-line basis
over the average period until the benefits become vested.
The Company pays contribution to a recognized provident fund trust in respect of all locations except
Dewas factory. The guidance note on implementing AS 15, Employees Benefits (Revised 2006)
issued by the Institute of Chartered Accountants of India (ICAI) states that provident funds set up by
employer, which requires interest shortfall to be met by the employer, needs to be treated as a
defined benefit plan. In the absence of clear guidelines on the issue of Actuarial Valuation related to
the interest shortfall to be made by the employer, the Company's actuary has expressed their inability
to reliably measure the provident fund liability of the Company's recognized provident fund.
Accordingly, the Company is unable to exhibit the related disclosures.
66
KIRLOSKAR BROTHERS LIMITED
th
In respect of stock options granted pursuant to the Company's Employee Stock Option Scheme, the
intrinsic value of the options (excess of market price of the share over the exercise price of the option) is
treated as discount and accounted as employee compensation cost over the vesting period.
15 Taxes on Income
a) Tax on income for the current period is determined on the basis of taxable income after considering
the various deductions available under the Income Tax Act, 1961.
b) Deferred tax is recognized on timing differences between the accounting income and the taxable
income for the year. The tax effect is calculated on the accumulated timing differences at the end of
accounting period based on prevailing enacted or subsequently enacted regulations.
16 Segment Accounting
a) The accounting policies for individual segments are in line with accounting policies of the Company.
b) Segment revenue from inter segment transactions is accounted on the basis of transfer price agreed
between the segments. Such transfer prices are determined with reference to the desired margins.
18 Provisions
A provision is recognized when an enterprise has a present obligation as a result of a past event and it is
probable that an outflow of resources is expected to settle the obligation, in respect of which a reliable
estimate can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the
current management estimates.
B] OTHER NOTES
67
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS (CONTD.)
2009 2008
Rupees Rupees
3 Estimated amount of contracts remaining to be executed on
capital account and not provided for 189,734,603 552,334,210
5 Construction Contracts:
a. Contract revenue recognised as revenue
for the year ended 31st March 2009 8,728,394,699 7,260,655,608
b. The aggregate amount of contract costs incurred
and recognised profits less recognised losses
upto 31st March 2009 31,790,631,155 23,120,651,320
c. Amount of advances received as on 31st March 2009
for contracts in progress 935,338,671 782,137,542
d. Amount of retentions as on 31st March 2009 for
contracts in progress 410,720,520 249,424,764
6 Remuneration to Auditors
Statutory Auditors :
a) Audit Fees 1,654,500 1,685,400
b) Tax Audit Fees 150,000 150,000
c) Certification and other services 688,250 972,995
d) Expenses reimbursed 507,048 362,742
68
KIRLOSKAR BROTHERS LIMITED
th
2009 2008
Rupees Rupees
7 Managerial Remuneration
Computation of Managerial Remuneration in accordance
with section 198 of the Companies Act,1956
Profit as per profit and loss account before
provision for taxation 982,203,176 1,500,406,123
Add:
Managerial remuneration 54,450,136 50,287,533
Directors' remuneration 7,565,000 6,370,000
Directors' fees 970,000 810,000
Provision for doubtful debts and advances 70,609,776 18,549,702
1,115,798,088 1,576,423,358
Less :
Capital profit on sale of fixed assets 1,136,470 1,657,690
Employee benefits debited to General Reserve - 56,868,940
1,136,470 58,526,630
1,114,661,618 1,517,896,728
69
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS (CONTD.)
2009 2008
Rupees Rupees
12 Earning per Share ( Basic and diluted )
I - Basic
a) Profit for the year before tax 982,203,176 1,500,406,123
Less : Attributable tax thereto 311,916,578 399,039,651
Profit after tax 670,286,598 1,101,366,472
c) Basic earning per share of nominal value of Rs 2/- each 6.34 10.41
II - Diluted
a) Profit for the year before tax 982,203,176 1,500,406,123
Less : Attributable tax thereto 311,916,578 399,039,651
670,286,598 1,101,366,472
b) Total number of equity shares at the end of the year 105,764,355 105,764,355
d) Diluted earning per share of nominal value of Rs 2/- each 6.34 10.39
15 As per the information available with the Company till date; none of the suppliers have informed the
Company about their having registered themselves under the "Micro, Small and Medium Enterprises
Development Act, 2006". As such, information as required under this Act, cannot be compiled and
therefore, not disclosed for the year.
16 Employee Benefits :
70
KIRLOSKAR BROTHERS LIMITED
th
Amount to be recognised as
liability or (asset) (25,581,242) 19,257,771 (14,116,435) 16,999,644
c) The changes in the present value of defined benefit obligation representing reconciliation of
opening and closing balances thereof are as follows:
Rupees
As at 31-03-2009 As at 31-03-2008
Particulars Gratutity Plan Pension Scheme Gratutity Plan Pension Scheme
(Funded) (Non Funded) (Funded) (Non Funded)
1 Balance of the present value of
Defined benefit Obligation as at 01-04-2008 176,344,206 16,999,644 188,061,185 22,830,190
2 Add: Current Service Cost 12,455,848 - 12,026,064 -
Add: Interest Cost 14,006,496 1,386,089 15,044,895 -
3 Add/(less): Actuarial losses / (gains) (2,904,544) 2,949,432 (25,672,009) (3,694,546)
4 Less: Benefits paid (16,825,757) (2,077,394) (13,115,929) (2,136,000)
5 Balance of the present value of
Defined Benefit Obligation
as at 31-03-2009 183,076,249 19,257,771 176,344,206 16,999,644
71
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS (CONTD.)
d) Changes in the fair value of plan assets representing reconciliation of the opening and closing
balances thereof are as follows
Rupees
Gratutity
Particulars Plan (Funded)
31.03.2009 31.03.2008
1 Opening balance of the fair value of the
plan assets as at 01-04-2008 190,460,641 179,793,799
2 Add: Expected Return on plan assets 35,022,607 14,600,907
3 Add/(less) : Actuarial gains/(losses) - 914,477
4 Add: Contribution by the employer - 8,267,387
5 Less: Benefits paid 16,825,757 13,115,929
6 Closing balance of the plan assets as at 31-03-2009 208,657,491 190,460,641
e) The broad categories of plan assets as a percentage of total plan assets as at 31-03-2009 of
Employee's Gratuity Scheme are as under :
72
KIRLOSKAR BROTHERS LIMITED
th
73
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS (CONTD.)
* Includes 389 (185) Power driven pumps, 304 (542) Valves, included in Construction and project
related revenue.
* Includes 20 (Nil) Pumps, 303 (135) Valves, 1109 (1601) Transformers included in Construction &
Project Related Revenue
74
KIRLOSKAR BROTHERS LIMITED
th
75
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS (CONTD.)
23 Details of Licensed Capacity, Installed Capacity and Production of goods manufactured :
1. Power Driven Pumps Nos. 194,000 194,000 194,000 194,000 @ 206,107 229,348
}
6. Alloy Iron Castings * * * *
including Steel Castings M.T. 120 120 120 120
9. Turbines Nos. 8 8
Notes :
a) Licensed Capacity includes registered capacities for activities existing prior to the Industries
(Development Regulation) Act, 1951, but does not include licenses held for captive capacities.
b) It is not practicable to indicate precisely installed capacity of each type of product manufactured
by the Company, as the capacity of various facilities available is overlapping for each
product. Besides, the Company manufactures a very large range amongst the licensed products
which, in turn, is decided by actual demand from time to time. Also the Company buys
components, parts and other services from outside. The installed capacities as indicated above
are estimates as certified by the Managing Director and accepted by the Auditors.
c) In terms of notification no. 477E dt. 25-7-91 issued by Department of Industrial Development,
industrial licenses are not required for the products manufactured by the Company except centrifugal
pumps manufactured at Dewas below 10 cm x 10 cm which are reserved for small scale sector.
Revalidation of industrial license in this range of pumps is under process.
76
KIRLOSKAR BROTHERS LIMITED
th
(A) Names of the related party and nature of relationship where control exists
77
B) Related Party Transactions (In Rupees)
78
KIRLOSKAR BROTHERS LIMITED
th
79
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS (CONTD.)
(D) Disclosure pursuant to clause 32 of the listing agreement regarding loans and advances to
subsidiary and associate companies:
* Note: Interest was charged during the Financial year 2007-2008, on the loan to Kirloskar Constructions
and Engineers Ltd.
D Loans and advances in the nature of loans to firms/companies in which directors are interested: NIL
E Investment by the loanee (borrower) in the shares of the Company or subsidiary of the Company : NIL
Note:- Loans to employees including directors under various schemes of the company (such as housing
loan, furniture loan, education loan etc.) have been considered to be outside the purview of this disclosure
requirements.
80
KIRLOSKAR BROTHERS LIMITED
th
81
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS (CONTD.)
b) Financial Interest in Jointly controlled entities
Rupees Rupees
Brief description of the nature of the obligation and the expected timing of any resulting outflows of
economic benefits:-
Product Warranty
Accruals have been made in respect of warranties given by the Company for the sales made and
services rendered during the year based on past experience.
82
KIRLOSKAR BROTHERS LIMITED
th
Nil
b ) Details of foreign currency exposures that are not hedged by a derivative instrument or otherwise:
Liability
Sundry Creditors 4,027,985 JPY 2,094,552
(51,300,511) (20,658,716)
2,039,013 EUR 138,754,845
(819,395) (51,941,418)
18,148 GBP 1,334,288
(42,630) (3,409,527)
15,514,415 USD 793,717,492
(11,420,305) (456,926,413)
Loans 4,500,000 USD 230,220,000
(6,000,000) (240,060,000)
Advances received from Customers 1,363,369 EUR 92,777,285
(1,234,514) (78,255,874)
34,718 GBP 2,552,496
(15,569) (1,245,201)
5,580,638 USD 285,505,446
(4,170,624) (166,866,681)
Assets
Advances to Suppliers 2,778,196 EUR 186,083,573
(2,570,316) (160,361,997)
540,873 GBP 39,213,293
(301,551) (23,786,379)
3,750,249 USD 190,212,626
(1,761,221) (69,850,027)
92,243,078 JPY 47,043,969
(14,034,390) (5,651,649)
Sundry Debtors 2,547,164 EUR 170,609,018
(1,436,254) (89,607,911)
732,591 GBP 53,112,872
(672,606) (53,055,180)
6,185,707 USD 313,739,075
(12,218,041) (484,567,498)
Bank Accounts 998 EUR 66,862
(998) (62,281)
1,634,325 USD 8,334,555
(72,586) (2,878,744)
83
SCHEDULE 25: NOTES FORMING PART OF ACCOUNTS (CONTD.)
28. Stock Option Schemes
a) The grant of options to the employees under the Stock Option Schemes is on the basis of their
performance and other eligibility criteria. The Options are vested over a period of three years subject
to the discretion of the management and fulfilment of certain conditions
b) The maximum term of ESOP is three years from the vesting date. The ESOP will be settled in the form
of Equity Shares.
c) The details of the grants under the Stock Option Scheme are summarised below.
29. In accordance with the orders passed by the Honourable Board for Industrial and Financial Reconstruction
(BIFR) on May 14, 2008, the Company has acquired all the Equity shares of Rs. 10/- each of The Kolhapur
Steel Limited (TKSL) from the existing promoters by executing a Share Purchase Agreement on August 2,
2008 and TKSL has become a subsidiary company of KBL with effect from August 2, 2008.
30. The company, through its subsidiary company Kirloskar Brothers International B.V. , has formed a
Company in The Netherlands, on May 13, 2008, namely, “ Kirloskar Brothers Europe B.V. " This is a joint
venture company with a local partner, primarily for the distribution of the company’s products in Europe.
31. The company has formed a wholly owned subsidiary company in Thailand namely Kirloskar Brothers
(Thailand) Ltd . As per the local laws, the company was permitted to commence business only after getting
the approval from Board of Investments, Thailand, which was received in September 2008. The company
would source the goods from India and cater to the South East Asian market.
32. The Board has approved the Scheme of Arrangement for transfer of some investments to a separate
company. For this purpose, the Company has incorporated a wholly owned subsidiary company “ Kirloskar
Brothers Investments Limited” on April 16, 2009.
33. The figures have been regrouped / rearranged wherever necessary. Figures in bracket relate to previous
year.
84
KIRLOSKAR BROTHERS LIMITED
th
I Registration Details
Registration No. : 0 0 0 6 7 0 State Code 1 1
Balance Sheet Date 3 1 0 3 2 0 0 9
Date Month Year
II Capital raised during the year ( Amount in Rs. Thousands )
Public Issue Rights Issue
-- --
Bonus Issue Private Placement
-- --
III Position of Mobilisation and Deployment of Funds
Total Liabilities Total Assets
1 0 3 6 0 8 2 6 1 0 3 6 0 8 2 6
Sources of Funds
Paid up Capital Reserves & Surplus
2 1 1 5 2 8 6 7 8 7 7 9 9
Secured Loans Unsecured Loans
1 8 0 8 6 6 2 1 3 9 5 6 8 3
Employee Stock Options outstanding Deferred Taxes
9 2 0 6 8 6 5 0 8 6
Application of Funds
Net Fixed Assets Investments
2 7 5 6 0 7 0 3 3 8 3 7 5 0
Net Current Assets Misc. Expenses
4 2 1 1 0 6 1 --
Accumulated Losses Intangible Assets
-- 9 9 4 5
IV Performance of Company ( Amount in Rs. Thousands )
Turnover Total Expenses
1 8 6 6 8 5 8 3 1 7 6 8 6 3 8 0
V Profit of Company ( Amount Rs. Thousands )
+ - Profit / Loss Before Tax + - Profit / Loss After Tax
+ 9 8 2 2 0 3 + 6 7 0 2 8 7
(Please tick appropriate box + for Profit, - for Loss )
Basic Earning per Share in Rs. Dividend Rate %
6 . 3 4 1 0 0
VI Generic Names of Three Principal Products / Services of Company
(As per monetary terms)
Item Code No. :
(ITC Code)
8 4 . 1 3
Product Description : PU M PS F O R L I Q U I D S
Item Code No. :
(ITC Code)
8 4 . 8 1
Product Description : V A L V E S
Item Code No. : N - A
(ITC Code)
As per our report of even date attached For and on behalf of the Board of Directors
For M/s P.G. Bhagwat
Chartered Accountants SANJAY KIRLOSKAR S. N. INAMDAR
Chairman & Managing Director Director
PANKAJA BHAGWAT G. P. KULKARNI A. R. SATHE
Partner Company Secretary Vice President (Finance)
PUNE : April 30, 2009 PUNE : April 30, 2009
85
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956
RELATING TO SUBSIDIARY COMPANIES :
Names of the Pooja Credits Kirloskar Silk Kirloskar SPP Pumps Gondwana Kirloskar The Kolhapur Kirloskar
Subsidiaries Pvt. Limited Industries Constructions & Ltd. Engineers Brothers Steel Brothers
Limited Engineers (Consolidated) Ltd. International B.V. Limited (Thailand)
Ltd. (Consolidated) Limited
1. The Financial year March 31, March 31, March 31, December 31, March 31, December 31, March 31, September 30,
of the Subsidiary 2009 2009 2009 2008 2009 2008 2009 2008
Companies ended on
2. Holding Company's Controls Controls Controls Controls Controls Controls Controls Controls
interest composition of composition of composition of composition of composition of composition of composition of composition of
the Board and the Board and the Board and the Board and the Board and the Board and the Board and the Board and
also owns 100% also owns 100% also owns 100% also owns 97.50% also owns 100% also owns 100% also owns 95.95% also owns 100%
of equity of equity of equity of equity of equity of equity of equity of equity
share capital share capital share capital share capital share capital share capital share capital share capital
3. Net aggregate
amount of
Subsidiary's
Profits / (Losses)
as far as it concerns
members of the
holding company
not dealt with the
Holding Company's
accounts :
G. P. KULKARNI A. R. SATHE
Company Secretary Vice President (Finance)
86
NOTES
87
CONSOLIDATED FINANCIAL STATEMENTS
88
KIRLOSKAR BROTHERS LIMITED
th
We have audited the attached consolidated balance sheet of Kirloskar Brothers Limited (KBL) Group, as at
31st March, 2009 and also the consolidated profit and loss account and the consolidated cash flow statement for
the year ended on that date annexed thereto. These financial statements are the responsibility of the company's
management and have been prepared by the management on the basis of separate financial statements and
other financial information regarding components. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the generally accepted auditing standards in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets
of Rs. 4,835.48 million as at 31st March, 2009, the total revenue of Rs. 6,295.24 million and cash inflows
amounting to Rs. 335.15 million for the year then ended. These financial statements and other financial
information have been audited by other auditors, whose report have been furnished to us and our opinion is
based solely on the reports of other auditors. Our opinion in case of the unaudited financial statements of
Kirloskar Brothers International B.V. Consolidated, has been based solely on the report of the management,
whose financial statements reflect total assets of Rs. 17.29 million as at 31st March, 2009, the total revenue of
Rs. 8.91 million and cash inflow amounting to Rs. 4.17 million for the year then ended. We have been informed
that these financial statements are not legally subject to an audit.
We report that the consolidated financial statements have been prepared by the management in accordance
with the requirements of Accounting Standard (AS) 21 - Consolidated Financial Statements, Accounting
Standard (AS) 23 - Accounting for Investments in Associates in Consolidated Financial Statements and
Accounting Standard (AS) 27 - Financial Reporting of Interests in Joint Ventures, prescribed by Companies
(Accounting Standards) Rules, 2006.
Based on our audit and on consideration of report of other auditors on separate financial statements and on the
other financial information of the components, and to the best of our information and according to explanations
given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in
conformity with the accounting principles generally accepted in India:
a) in the case of the consolidated balance sheet, of the state of affairs of KBL Group as at 31st March, 2009;
b) in the case of consolidated profit and loss account, of the profit for the year ended on that date; and
c) in the case of the consolidated cash flow statement, of the cash flows for the year ended 31st March, 2009.
Pankaja Bhagwat
Partner
Membership No. 86155
89
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009
Schedule 2009 2008
Rupees Rupees
SOURCES OF FUNDS :
Shareholders' Funds
Capital 1 211,528,710 211,528,710
Reserves and surplus 2 7,808,157,639 7,197,954,214
Employee Stock options outstandings 121,855,582 133,004,975
Less: Deferred employee compensation expenses 29,787,458 88,970,333
92,068,124 44,034,642
8,111,754,473 7,453,517,566
Minority Interest
Capital 9,909,588 3,984,745
Reserves and surplus 6,034,842 6,980,279
Total 15,944,430 10,965,024
Loan Funds
Secured Loans 3 2,570,528,602 2,308,100,153
Unsecured Loans 4 1,411,094,590 354,248,353
3,981,623,192 2,662,348,506
Deferred Tax-net 5 78,924,501 90,444,732
Total 12,188,246,596 10,217,275,828
APPLICATION OF FUNDS :
Fixed Assets 6
Gross Block 4,996,671,173 4,032,191,487
Less: Depreciation and Impairment 1,787,578,999 1,480,594,509
Net Block 3,209,092,174 2,551,596,978
Capital work-in-progress including capital advances 713,776,203 327,847,746
3,922,868,377 2,879,444,724
Intangible Assets 7
Gross Block 101,403,688 94,433,936
Less: Amortization 83,890,175 72,506,468
Net Block 17,513,513 21,927,468
Assets under implementation including capital advances. 681,636 -
18,195,149 21,927,468
As per our report of even date attached For and on behalf of the Board of Directors
For M/s P.G. Bhagwat
Chartered Accountants SANJAY KIRLOSKAR S. N. INAMDAR
Chairman & Managing Director Director
PANKAJA BHAGWAT G. P. KULKARNI A. R. SATHE
Partner Company Secretary Vice President (Finance)
PUNE : April 30, 2009 PUNE : April 30, 2009
90
KIRLOSKAR BROTHERS LIMITED
th
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009
EXPENDITURE
Materials consumed 19 17,748,090,313 14,503,667,611
Payments and benefits to employees 20 2,136,871,555 1,801,935,322
Operating and other expenses 21 3,065,673,103 2,497,544,497
Interest 22 410,687,696 233,115,475
Depreciation, amortization and impairment 300,541,016 244,090,967
23,661,863,683 19,280,353,872
Less: Expenses capitalized 4,927,376 3,333,861
Total 23,656,936,307 19,277,020,011
Profit/(Loss) before tax 1,295,532,299 1,834,579,889
Provision for tax 23 462,843,210 505,310,110
Profit/(Loss) after tax before prior year adjustments 832,689,089 1,329,269,779
Prior year Adjustments (22,503) -
Profit/(Loss) after tax after prior year adjustments 832,666,586 1,329,269,779
Less : Minority Share (1,577,791) 3,117,773
Add : Share in Profit of the Associate Companies 18,450,351 35,742,143
Balance brought forward from previous year 433,076,040 396,500,788
Profit available for appropriation 1,285,770,768 1,758,394,937
Appropriations
Proposed dividend 233,528,710 443,607,420
Additional tax on dividend 42,947,185 75,459,334
Transfer to General Reserve 486,532,765 770,510,000
Transferred to retained earnings of Associate Companies 18,450,351 35,742,143
Surplus carried to Balance Sheet 504,311,757 433,076,040
1,285,770,768 1,758,394,937
Basic Earnings per Equity Share ( Refer Note No.8 ) 8.06 12.85
Diluted Earnings per Equity Share ( Refer Note No.8 ) 8.06 12.81
Notes to Accounts 24
As per our report of even date attached For and on behalf of the Board of Directors
For M/s P.G. Bhagwat
Chartered Accountants SANJAY KIRLOSKAR S. N. INAMDAR
Chairman & Managing Director Director
PANKAJA BHAGWAT G. P. KULKARNI A. R. SATHE
Partner Company Secretary Vice President (Finance)
PUNE : April 30, 2009 PUNE : April 30, 2009
91
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009
2009 2008
Rupees Rupees
A. Cash flow from operating activities
Net profit before taxation and extraordinary items 1,295,532,299 1,834,579,889
Adjustments for
Depreciation, amortization and impairment 300,541,016 244,090,967
Transfer from Capital Reserve (8,536,041) (8,536,041)
Employees Stock Option debited to Profit & Loss A/c ( Net ) 48,033,482 44,034,642
Loss/(profi)t on sale of fixed assets (289,133) (4,243,790)
(Profit)/loss on sale of investments (102,841) 2,537
Unrealized foreign exchange loss/(gain) 34,994,020 (7,690,513)
Provision for doubtful debts and advances 88,295,586 18,793,006
Provision for diminution in value of investments 25,399 -
Interest income (107,478,221) (116,603,888)
Dividend income (147,025,574) (168,944,501)
Excess provision written back (3,857,905) (717,753)
Prior period expenditure (22,503) -
Sundry irrecoverable balances written off 222,843 795,736
Interest expenses 410,687,696 230,832,055
Operating profits before working capital changes 1,911,020,123 2,066,392,346
(Increase)/decrease in trade and other receivables (3,355,486,948) (2,976,976,813)
(Increase)/decrease in inventories (432,393,375) (442,453,723)
Increase/(decrease) in sundry creditors 2,601,134,516 2,545,438,097
Cash generated from operations 724,274,317 1,192,399,907
Income tax paid (444,358,176) (519,172,290)
Net cash from operating activities 279,916,141 673,227,617
B. Cash flow from investing activities
Purchase of fixed assets (1,265,449,743) (952,663,724)
Proceeds from sale of fixed assets 5,965,932 8,145,474
(Purchase)/Sale of investments 92,905,551 (126,383,847)
Interest received 107,337,545 114,649,307
Dividend received 147,427,174 168,944,501
Advance to subsidiaries (115,374,375) (16,678,639)
Net cash from investing activities (1,027,187,916) (803,986,928)
C. Cash flow from financing activities
Proceeds from issuance of Share Capital 6,201,873 -
Proceeds from issuance of Share Capital from Joint Venturer 5,512,776 -
(Repayment)/proceeds of / from long term borrowings (net) 715,113,173 417,596,144
(Repayment)/proceeds of / from other borrowings (net) 609,712,633 472,140,122
Interest paid (404,835,778) (213,696,033)
Dividend paid (433,303,422) (216,217,857)
Tax on dividend paid (77,610,919) (37,343,710)
Net cash used in financing activities 420,790,336 422,478,666
Net increase in cash and cash equivalents (326,481,439) 291,719,355
Cash and cash equivalents at the beginning of the year 856,296,765 543,186,974
Add : Due to acquisition of subsidiary 2,174,008 21,390,436
Sub Total 858,470,773 564,577,410
Cash and cash equivalents at the end of the year 531,989,334 856,296,765
As per our report of even date attached For and on behalf of the Board of Directors
For M/s P.G. Bhagwat
Chartered Accountants SANJAY KIRLOSKAR S. N. INAMDAR
Chairman & Managing Director Director
PANKAJA BHAGWAT G. P. KULKARNI A. R. SATHE
Partner Company Secretary Vice President (Finance)
PUNE : April 30, 2009 PUNE : April 30, 2009
92
KIRLOSKAR BROTHERS LIMITED
th
General Reserve
Balance as per last account 6,137,775,615 5,419,523,069
Less : Liabilities on account of Employee Benefits
[net of Deferred Tax] - 52,257,454
Add: Transfer from Profit and Loss Account 486,532,765 770,510,000
6,624,308,380 6,137,775,615
93
SCHEDULE TO THE CONSOLIDATED ACCOUNTS (CONTD.)
2009 2008
Rupees Rupees
Other loans and advances
i) From Bank of India 10,714,835 14,867,372
ii) From EXIM Bank 145,454,548 518,909,092
iv) From Indian Overseas Bank 266,764,788 298,901,782
[Secured by way of hypothecation of movable fixed assets and
mortgage of immovable properties of the company
( both present and future).
Loan from ICICI (Secured by fixed and floating charge of assets) 167,976,023 167,370,049
2,570,528,602 2,308,100,153
SCHEDULE 4 : UNSECURED LOANS
Interest free loan under Sales Tax Deferral Scheme 70,874,590 64,188,353
Inter Corporate Deposits 40,000,000 50,000,000
Short term Loans and advances
a) Packing Credit in Foreign Currency from Citi Bank N. A. 230,220,000 240,060,000
b) from Bank of India 670,000,000 -
c) from Calyon Bank 400,000,000 -
1,411,094,590 354,248,353
SCHEDULE 5 : DEFERRED TAX-NET
Deferred Tax Liabilities
On depreciation/amortization of fixed assets 228,334,326 192,441,249
On preliminary expenses 52,469 275,492
228,386,795 192,716,741
Deferred tax assets
On employees voluntary retirement schemes 441,770 5,697,416
On provision for doubtful debts/advances 49,809,661 23,465,461
Provision for leave encashment and pension 87,371,187 48,155,695
Other timing differences 11,839,676 24,953,437
149,462,294 102,272,009
78,924,501 90,444,732
SCHEDULE 6 : FIXED ASSETS (In Rupees)
Land Free/ Buildings Railway Plant & Furniture & Vehicles Total Previous
Lease Hold Siding Machinery Fittings Year
Gross Block
At 01.04.2008 297,000,939 585,797,244 1,523,341 2,881,074,520 164,583,235 102,212,208 4,032,191,487 3,206,070,803
Additions /
Assets Acquired 18,180,620 300,564,325 52,474 639,165,531 24,955,347 18,089,904 1,001,008,201 853,645,757
Deductions - 1,622,885 - 25,523,244 2,701,459 6,680,927 36,528,515 27,525,073
Depreciation/Amortisation
At 01.04.2008 - 109,740,051 1,400,932 1,215,857,929 86,109,945 67,485,652 1,480,594,509 1,264,013,919
For the year including
on Assets Acquired - 25,634,507 35,026 284,560,986 17,135,598 7,450,094 334,816,211 240,203,981
Recouped - 709,529 - 24,003,270 1,772,262 3,846,660 30,331,721 23,623,391
Net Block
At 31.03.2009 315,181,559 750,073,655 139,857 2,015,801,162 85,363,842 42,532,099 3,209,092,174 2,551,596,978
Notes :
1. Building includes cost of hangars jointly owned with other companies
2. In respect of Fixed Assets, assets acquired includes Rs. 108,920,719/- and depreciation for the year on assets acquired includes Rs. 48,158,901/- on account
of the opening block as on 02.08.2008 of the company acquired during the year namely, The Kolhapur Steel Limited.
94
KIRLOSKAR BROTHERS LIMITED
th
Amortization
At 01.04.2008 72,506,468 61,962,522
For the year 11,383,707 10,543,946
Recouped - -
At 31.03.2009 83,890,175 72,506,468
Net Block as at 31.03.2009 17,513,513 21,927,468
Assets under implementation including capital advances. 681,636 -
18,195,149 21,927,468
SCHEDULE 8 : INVENTORIES
Raw materials and components 796,478,622 765,430,425
Stores and spares 77,561,299 50,242,172
Work-in-progress 1,078,591,403 741,438,138
Finished goods 408,671,385 338,441,857
2,361,302,709 1,895,552,592
Other debts
Unsecured, considered good 6,128,594,295 4,213,477,205
8,285,502,639 5,636,795,084
Less: Provision for doubtful debts 162,571,039 77,901,211
8,122,931,600 5,558,893,873
95
SCHEDULE TO THE CONSOLIDATED ACCOUNTS (CONTD.)
2009 2008
Rupees Rupees
SCHEDULE 11 : CASH AND BANK BALANCES
Cash on hand 6,246,551 5,121,729
Balances with schedule banks
On current accounts 484,101,848 634,165,462
On escrow account - 5,964,338
On deposit accounts 41,459,439 210,215,010
Balances with other banks
On current accounts 181,496 830,226
531,989,334 856,296,765
96
KIRLOSKAR BROTHERS LIMITED
th
2009 2008
Rupees Rupees
SCHEDULE 16 : PROVISIONS
Proposed dividend 233,528,710 441,107,420
Additional tax on dividend 40,370,725 75,034,458
Provision for product warranties 77,993,171 57,114,712
Provision for leave encashment 242,876,367 230,324,725
Provision for Pension Benefits 30,115,369 16,999,644
Other provisions 201,542,262 71,995,362
826,426,604 892,576,321
97
SCHEDULE TO THE CONSOLIDATED ACCOUNTS (CONTD.)
2009 2008
Rupees Rupees
(Increase)/Decrease in stocks
Opening stock
Work-in-progress 764,937,489 490,323,335
Finished goods 346,442,648 330,221,149
1,111,380,137 820,544,484
Closing stock
Work-in-progress 1,078,591,403 741,438,138
Finished goods 408,671,385 338,441,857
1,487,262,788 1,079,879,995
(375,882,651) (259,335,511)
17,748,090,313 14,503,667,611
98
KIRLOSKAR BROTHERS LIMITED
th
2009 2008
Rupees Rupees
SCHEDULE 22 : INTEREST
Interest
On fixed loans and debentures 129,222,612 72,187,602
On other loans 281,465,084 160,927,873
410,687,696 233,115,475
99
SCHEDULE 24 : NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS
A ACCOUNTING POLICIES
1. Principles of Consolidation
(i) The consolidated financial statements relate to Kirloskar Brothers Limited (KBL) and
a) its majority owned subsidiary companies, consolidated on a line by line basis by adding together the
book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group
transactions and the unrealised profit/ losses on intra-group transactions, and are presented to the
extent possible, in the manner as the Company's independant financial statements.
The names of the subsidiary companies, Country of Incorporation, Proportion of Ownership Interest and
reporting dates considered in the Consolidated Financial Statements are:
@The Company's subsidiary company, Kirloskar Brothers International B.V. , has formed a subsidiary in The
Netherlands namely “Kirloskar Brothers Europe B. V" on 13th May, 2008.
@@ In accordance with the orders passed by the Honourable Board for Industrial and Financial
Reconstruction (BIFR) on May 14, 2008, the Company has acquired all the Equity shares of Rs. 10/- each of
The Kolhapur Steel Limited (TKSL) from the existing promoters by executing a Share Purchase Agreement
on August 2, 2008 and TKSL has become a subsidiary company of KBL with effect from August 2, 2008.
@@@ The Company has formed a wholly owned subsidiary company in Thailand namely Kirloskar Brothers
(Thailand) Limited. As per the local laws, the company was permitted to commence business only after
getting the approval from Board of Investments, Thailand, which was received in September, 2008.
The excess of cost to the Company of its investment in the subsidiary company over the parents' portion of
equity is recognised in the consolidated financial statements as goodwill. The excess of Company's share of
equity of the subsidiary company over the cost of acquisition is treated as capital reserve.
b) Its jointly controlled joint venture companies by using proportionate consolidation method which means
the consolidated Balance Sheet of KBL includes its share of assets that it controls jointly and its share of
liabilities for which it is jointly responsible and the consolidated statement of Profit & Loss of KBL includes
its share of the income and expenses of its joint venture companies. Under this method, separate line
items of KBL's share of the assets, liabilities, income and expenses of joint venture companies are
included in its consolidated financial statements.
100
KIRLOSKAR BROTHERS LIMITED
th
The jointly controlled joint venture companies considered in the consolidated financial statements are :
Share of the assets and liabilities of the above joint venture companies considered for proportionate
consolidation :
Share of the income and expenses of the above joint venture companies considered for proportionate
consolidation :
101
SCHEDULE 24 : NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS (CONTD.)
c) Its associate companies by using equity method for accounting for KBL's investment in its associate
companies. Under this method investment is increased or decreased to recognise KBL's share of
profits or losses of the associate companies after the date of acquisition. Distributions received from the
associate companies reduce the carrying amount of investments. Where an associate company
presents a consolidated financial statement the results and the net assets taken into account are those
reported in the associate's consolidated financial statements.
Share of profits and losses of associate companies considered in the consolidated profit and loss
account :
3 Accounting policies other than those adopted by the parent company for the consolidated financial
statements :
I. Subsidiary Companies
a) SPP Pumps Limited (Consolidated):
Goodwill: On the acquisition of subsidiaries, the purchase consideration is allocated between the
underlying assets on the basis of the fair value. The difference between the value of the net assets
acquired and the purchase price is created as positive or negative goodwill on consolidation. Goodwill
arising on acquisitions is capitalised and amortised over its economic life. Negative goodwill is released
to the Profit & Loss account in the periods in which the fair value of the non-monetary assets purchased
on the same acquisition are recovered, whether through depreciation or sale. For consolidated
accounts of Kirloskar Brothers Limited the above refered "Negative Goodwill" is disclosed as Capital
Reserve. The proportion of such negative goodwill credited to the profit & loss account to the profit for
the year in the consolidated statement is 0.64% (0.46%).
102
KIRLOSKAR BROTHERS LIMITED
th
iii) Depreciation:
Depreciation on fixed assets is provided on Written Down Value method as against Straight Line Method
followed by the Parent Company. The proportion of such depreciation in the consolidated statement is
0.30% (0.29%).
i) Work-in-Progress, raw materials, stores, spares and tools are valued at 'Cost' as against 'Cost or
Net Realisable value whichever is lower', followed by the parent company. The proportion of such
inventory in the consolidated statement is 4.39% (5.38%).
ii) Intangible Asset: - Technical Knowhow fees, is amortised on Straight Line Method over the term of
agreement as against on Straight Line Method over a period of three years. The proportion of such
amortisation in the consolidated statements is 6.49% (4.67%).
i) Depreciation on fixed assets is provided on Written Down Value method as against Straight Line Method
followed by the Parent Company.
103
SCHEDULE 24 : NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS (CONTD.)
B OTHER NOTES
1) The figures for the year ended March 31, 2009 are not comparable with that of the previous year
as the current year's figures :
I) Include results of the operations of The Kolhapur Steel Ltd. from 2nd August, 2008 to 31st March,
2009 pursuant to its acquisition.
II) Include results of the operations of Kirloskar Brothers (Thailand) Ltd. from 26th September, 2008 to
30th September, 2008 pursuant to its formation.
III) Include results of the operations of Gondwana Engineers Ltd. from 1st April, 2008 to 31st March,
2009 as against the period from 10th September, 2007 to 31st March, 2008 in the previous year.
IV) Include results of the operations of Kirloskar Brothers International B.V.,The Netherlands
(consolidated) from 1st January, 2008 to 31st December, 2008 as against Kirloskar Brothers
International B.V.,The Netherlands (standalone) from 30th August, 2007 to 31st December, 2007.
Kirloskar Brothers International B.V. , has formed a subsidiary company “ Kirloskar Brothers
Europe B.V" on 13th May, 2008.
104
KIRLOSKAR BROTHERS LIMITED
th
2009 2008
Rupees Rupees
5) Estimated amount of contracts remaining to be
executed on capital account and not provided for 190,563,183 569,628,437
6) Construction Contracts:
a) Contract revenue recognised as revenue for the
year ended 31st March, 2009 10,553,687,615 8,221,983,664
b) The aggregate amount of contract costs incurred and recognised
profits (less recognised losses) upto 31st March, 2009 34,355,421,921 23,428,515,276
c) Amount of advances received as on 31st March, 2009
for contracts in progress 1,305,754,671 1,087,500,034
d) Amount of retentions as on 31st March, 2009
for contracts in progress 603,382,520 304,283,698
105
SCHEDULE 24 : NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS (CONTD.)
- (279,014,797) - - - - (279,014,797)
- (751,975) - - - - (751,975)
- (17,878,322) - - - - (17,878,322)
- (9,119,700) - - - - (9,119,700)
9) Deposits Accepted - - - - - - -
- (181,600) - - - - (181,600)
12) Reimbursement of
Expenses - 5,548,635 8,499,133 - - - 14,047,768
- (2,714,059) - - - - (2,714,059)
- - - - - (5,000,000) (5,000,000)
- - - - - - -
- - - - - - -
- - - - - - -
- (50,000,000) - - - - (50,000,000)
106
KIRLOSKAR BROTHERS LIMITED
th
107
SCHEDULE 24 : NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS (CONTD.)
Diluted earning per share of nominal value of Rs 2/- each 8.06 12.81
9. Particulars related to Joint Ventures :
List of Joint Ventures
Name of the Joint Venture Description Country of
Incorporation
Kirloskar Ebara Pumps Ltd. Jointly controlled entity India
Kirloskar Corrocoat Pvt. Ltd. Jointly controlled entity India
HCC – KBL Joint Venture - Jointly controlled operations India
KBL – MCCL Joint Venture Jointly controlled operations India
KCCPL – IHP – BRC – TAIPPL – KBL JV Jointly controlled operations India
IVRCL – KBL JV Jointly controlled operations India
Maytas – KBL JV Jointly controlled operations India
Larsen & Toubro – KBL JV Jointly controlled operations India
KBL-MEIL-KCCPL JV Jointly controlled operations India
KBL – PLR JV Jointly controlled operations India
KBL – Koya – VA Tech JV Jointly controlled operations India
KBL – PIL Consortium Jointly controlled operations India
Larsen & Toubro – KBL – Maytas JV Jointly controlled operations India
IVRCL – KBL – MEIL JV Jointly controlled operations India
Pioneer – Avantica – ZVS – KBL JV Jointly controlled operations India
AMR – Maytas – KBL – WEG JV Jointly controlled operations India
Indu – Shrinivasa Constructions – KBL – WEG JV Jointly controlled operations India
MEIL – Maytas – KBL JV Jointly controlled operations India
MEIL – KBL – IVRCL JV Jointly controlled operations India
MEIL – Maytas – KBL JV Jointly controlled operations India
KCCPL – TAIPPL – KBL JV Jointly controlled operations India
Aban-Coastal Joint Venture Jointly controlled operations India
Asian Techs Ltd.- ABCI Infrastructures (P) Ltd Jointly controlled operations India
10. Figures of the previous year have been regrouped/rearranged wherever necessary. Figures in bracket relate
to the previous year.
108
KIRLOSKAR BROTHERS LIMITED
th
a) Segment Revenue
Sales to External Customers 22,243,496,210 2,283,236,705 - 24,526,732,915
(18,815,021,072) (1,772,711,011) - (20,587,732,083)
Inter Segment Revenue 5,075,202 758,888,261 763,963,463 -
(2,813,763) (166,439,724) (169,253,487) -
Total Segment Revenue 22,248,571,412 3,042,124,967 763,963,463 24,526,732,915
(18,817,834,835) (1,939,150,735) (169,253,487) (20,587,732,083)
109
NOTES
110
As many of you are aware, the Kirloskar Group
Having made a difference to the lives of millions worldwide, your Company has brought growth and prosperity across
continents. Celebrating 2009-10 as the centenary year of this remarkable journey, we look forward to transforming fortunes.
This is the legacy of the Kirloskar Group. This is the legacy we will build on.
Printed at Vikram Printers Pvt. Ltd.
Dear Shareholders,
Sub: Corrigendum to 89th Annual Report 2008-09
Please refer to the enclosed Annual Report 2008-09 of the Company. We draw your attention to the
second paragraph on the page No. 4 of the same.
As you are aware, on February 2, 2009, the company made an application to the Central Government
under section 212(8) of the Companies Act, 1956 for exemption from attaching the annual accounts of
the subsidiary companies.
However, since the approval was pending with the Government till date, we were to provide separately
the respective annual accounts and other documents of subsidiary companies.
We are pleased to inform you that on June 17, 2009 the Government of India, Ministry of Corporate
Affairs vide letter No. 47/120/2009-CL-III, granted its approval under section 212(8) of the Companies
Act, 1956 for the year ended March 31, 2009.
As per the said approval, instead of the annual accounts of the subsidiary companies, we attach certain
information in respect of company's subsidiaries for the financial year ended March 31, 2009 /
December 31, 2008 / September 30, 2008 and for the corresponding previous year ended
March 31, 2008 / December 31, 2007.
Further, we hereby undertake that annual accounts for the subsidiary companies and the related
detailed information will be made available to the Shareholders, seeking such information. The annual
accounts of the subsidiary companies will also be kept open for inspection for Shareholders.
G. P. KULKARNI
Vice President & Head - Legal
Pune : June 19, 2009 and Company Secretary
2
The Company has obtained approval of the Central Government under section 212(8) of the Companies Act 1956,(Act) for not attaching documents of its subsidiaries referred to in Section 212 (1) (a) to (d) of the Act to the Annual Accounts of the Company. As per the
said approval, the Company is giving the following information in respect of its subsidiaries for the financial year ended March 31, 2009 / December 31, 2008/ September 30, 2008 and for the corresponding previous year ended March 31, 2008 / December 31, 2007.
Particulars Pooja Credits Pvt. Ltd. Kirloskar Silk Industries Ltd. Kirloskar Constructions Gondwana The Kolhapur Kirloskar Brothers Kirloskar Brothers SPP Pumps Limited
& Engineers Ltd. Engineers Limited Steel Ltd. ( Thialand ) Ltd. International B. V. (Consolidated
(Consolidated Financial statements)
Financial Statements)
As at March As at March As at March As at March As at March As at March As at March As at March As at March As at September As at December As at December As at December As at December
31, 2009 31, 2008 31, 2009 31, 2008 31, 2009 31, 2008 31, 2009 31, 2008 31, 2009 30, 2008 31, 2008 31, 2007 31, 2008 31, 2007
Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees
Balance sheet
Share Capital 34,454,770 34,454,770 20,001,300 20,001,300 61,500,020 61,500,020 4,016,000 4,016,000 17,000,000 3,702,750 9,647,358 3,155,665 148,315,800 159,389,800
Reserves & Surplus 100,028,205 99,752,602 - - 14,924,419 132,580,503 88,852,512 69,991,148 26,247,000 - - 436,687,544 279,211,162
Assets
Fixed Assets - - 18,429,624 18,429,624 578,755,523 477,232,351 8,020,554 6,680,535 75,267,030 72,534 - 287,589,675 258,125,406
Current Assets, 1,184,215 866,287 160,069 160,574 1,332,020,833 844,794,189 251,704,391 210,588,648 178,830,030 3,115,104 17,292,958 3,160,462 2,101,533,141 1,437,585,858
Total Assets 134,535,402 134,217,474 18,589,693 18,590,198 1,915,431,113 1,328,944,617 259,824,855 217,369,093 254,778,696 3,187,638 17,292,958 3,160,462 2,397,765,993 1,703,467,650
Liabilities
Current Liabilities and Provisions 52,427 10,102 1,009,535 999,608 784,289,331 635,287,815 91,933,976 97,718,406 69,506,520 99,051 16,256,005 495,061 1,644,786,627 1,040,282,156
Total Liabilities 52,427 10,102 1,415,939 1,406,012 1,839,006,674 1,134,864,094 166,956,343 143,361,945 211,531,695 99,051 16,256,005 495,061 1,812,762,650 1,264,866,688
Balance of Profit & Loss Account - - (2,827,546) (2,817,114) - - - - - (614,163) (9,284,535) (490,264) - -
Turnover 18,266,340 38,217,660 - - 1,221,968,150 990,266,201 626,117,921 265,585,337 211,986,919 31,553 8,913,059 2,732 4,265,163,619 3,499,751,166
Profit before taxation 18,012,162 35,746,277 (10,432) (11,882) (109,129,344) (42,674,102) 36,063,668 12,977,737 6,020,829 (564,596) (12,960,721) (442,080) 228,402,396 167,264,533
Provision for taxation - (496,636) - - 8,526,740 (7,646,363) 12,481,281 4,620,843 (4,621,923) 5,512 - - 63,577,244 48,320,134
Profit after taxation 18,012,162 36,242,913 (10,432) (11,882) (117,656,084) 35,027,739 23,582,387 8,356,894 10,642,752 (570,108) (12,960,721) (442,080) 164,825,152 118,944,399
Note 1 :
Details of Investments
Notes :
In accordance with the orders passed by the Honourable Board for Industrial and Financial Reconstruction (BIFR) on May 14, 2008, the Company has acquired all the Equity shares of Rs. 10/- each of The Kolhapur Steel Limited (TKSL) from the existing promoters by executing a Share Purchase Agreement on August 2,
2008 and TKSL has become a subsidiary company of KBL with effect from August 2, 2008.
The company, through its subsidiary company Kirloskar Brothers International B.V. , has formed a Company in The Netherlands, on May 13, 2008, namely, “ Kirloskar Brothers Europe B.V. " This is a joint venture company with a local partner , primarily for the distribution of the company’s products in Europe.
The company has formed a wholly owned subsidiary company in Thailand namely Kirloskar Brothers (Thailand) Ltd . As per the local laws, the company was permitted to commence business only after getting the approval from Board of Investments, Thailand , which was received in September 2008.
KIRLOSKAR BROTHERS LIMITED
3
Th
is
pa
ge
is
int
en
tio
na
lly
lef
tb
lan
k