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Annual Report 2013-14

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Rotary Dryer with Jacket

Sludge Dryer

1

Board of Directors

Mr. Deepak Khaitan Non-Executive Chairman

Mr. Supriya Mukherjee Managing Director

Mr. Subir Ranjan Dasgupta

Mr. Amritanshu Khaitan

Mr. Manmohan Singh

Mr. Padam Kumar Khaitan

Mr. Gobind Saraf

VP Finance & CFO

Mr. A. Suresh

Company Secretary

Mr. Arvind Bajoria

Auditors

M/s Deloitte Haskins & Sells, Mumbai

Bankers

United Bank of India

Union Bank of India

The Federal Bank Ltd.

IDBI Bank Ltd.

HDFC Bank Ltd.

The Karur Vysya Bank Ltd.

Registered Offi ce

Four Mangoe Lane,Surendra Mohan Ghosh Sarani,Kolkata – 700 001.Tel. No.: (033) 2231 3337 / 3450Fax No.: (033) 2231 4768E-mail: [email protected]

Corporate Offi ce and Works

Plot No.6, MIDC Industrial Area, Saravali, Kalyan-Bhiwandi Road, Thane – 421 311.Tel. No.: (02522) 663800Fax No.: (02522) 281026

Registrars & Transfer Agents

Maheshwari Datamatics Pvt. Ltd.6, Mangoe Lane, Surendra Mohan Ghosh Sarani, 2nd Floor, Kolkata – 700 001. Tel. No.: (033) 2243 5809 / 5029Fax No.: (033) 2248 4787E-mail: [email protected]

Contents Page

Directors’ Report 2

Management Discussion &

Analysis Report 5

Report on Corporate Governance 10

Auditors’ Report 24

Annual Accounts along with

Notes to Accounts 28

Corporate Information

A Williamson Magor Group Enterprise

Website: www.kilburnengg.com

CIN : L24232WB1987PLC042956

Report & Accounts 2013 - 2014

2

REPORT OF THE DIRECTORS

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2014

The Directors of your Company are pleased to present the 26th Annual Report and Audited Statement of Accounts for the fi nancial year ended 31st March, 2014.

FINANCIAL RESULTS (` In Lacs)

Year ended31st March,

2014

Year ended31st March,

2013

Revenue from Operations 12,172 7,916

Profi t/(Loss) before tax 326 (1,681)

Tax Expenses (MAT) 87 -

Profi t/(Loss) after tax 239 (1,681)

Balance brought forward from previous year 5,166 6,847

Amount available for appropriation 5,405 5,166

Less: Appropriations - -

Balance carried forward to Balance Sheet 5,405 5,166

DIVIDEND

In the absence of adequate profi ts for Financial Year 2013-14, Board of Directors considers it prudent not to recommend dividend for the current year.

REVIEW OF OPERATIONS 2013 - 2014

As you are aware your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/ systems for diverse applications. The company registered growth in revenue from operations by 54% during the year under review. The Company’s exports doubled from ` 23 Crore to ` 46 Crore. The increase in top line helped generate positive bottom line in 2013-14.

ORDER BOOK

The macro economic challenges considerably restricted in 2012-13 infl ow of Process Equipment related customized orders which normally involve 8 to 18 months execution period. During 2013-14 the company secured the following good quality critically customized orders which have been executed and/ or currently under execution.

Export Orders

• For Carbon Black Pelletizing & Drying Plant with Flue Gas DeNox System.

• For Rotary Dryer for calcination of activated carbon.

• For Fluid Bed Dryer for Petrochemical Plant for PVC.

• From a global leader in Lime & Dolomite for Paddle Dryers and Paddle Coolers for fi ne Coal.

• For Rotary Dryers for Carbon Black/ Phosphate

Domestic Orders

• For Conveyor Dryers & Rotary Oven for a reputed MNC for application in Food Processing (Breakfast Cereal).

• From a Fertilizer Company for supply of Rotary Drums and Fans for a new DAP/ NPK Fertilizer Project

• For Coolers for Nuclear Reactor building cooling systems

• For Fluid Bed and other Dryers for Salt, ABS and Fertilizer, etc.

• For Rotary Drum Steam Tube type Calciner Package for Soda Ash application.


3

FUTURE OUTLOOK

Your company operates primarily in two divisions viz. Process Equipment and Food Processing Equipment. The future outlook based on the expected order infl ow appears to be encouraging. A detailed review of the operations of each division is incorporated in the Management Discussion and Analysis Report in Annexure A which forms part of this Report.

AUDIT REPORT

In respect of the qualifi cation in the Auditors’ Report regarding partial provision for diminution in the value of

investment in equity shares, the Company is of the opinion that the diminution in market value of these shares is

temporary and is a result of general slowdown in the economy.

The Directors of your Company have on a conservative basis made a provision during the year under review to cover

the diminution in the value of the investments.

The Company is also fi ling Form B with the stock exchanges as required by the SEBI Circular No. CIR. CFD/

DIL/7/2012 Dated August 13, 2012.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of your Company

hereby confi rms :

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along

with proper explanation relating to material departure;

2) that the Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at the end of the fi nancial year and of the Profi t and Loss of the Company for the period;

3) that the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records

in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and

for preventing and detecting fraud and other irregularities;

4) that the Directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report as Annexure “A” and

forms part of this Director’s Report;

HUMAN RESOURCE DEVELOPMENT

Your Company believes employees are its key strengths. Relations with employees remained cordial and satisfactory

during the year. Your Board would like to place on record its appreciation of employees for their contribution to the

business.

During October 2013 your Company entered into settlement with the Maharashtra Navnirman Kamgar Sena

representing workmen at the Saravali factory in presence of Commissioner of Labour, Thane. The settlement covers

monetary and other terms of employment of the workmen for four years period upto October 2017.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies

(Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is appended to this Annual

Report as Annexure “B” and forms part of this Directors’ Report.

PERSONNEL

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company.


4

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certifi cate from a Practicing Company Secretary regarding compliance of the condition of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors’ Report.

DIRECTORS

Pursuant to Article 87 of Articles of Association of the Company, Mr. Deepak Khaitan and Mr. Amritanshu Khaitan retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Pursuant to Sections 149, 150 and 152 of the new Companies Act in force from April 2014 Independent Directors, Mr. Subir Ranjan Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind Saraf are being reappointed for a period of 5 years. They have confi rmed that they meet the criteria to be independent Directors in the Company.

Mr. S. Mukherjee’s earlier term of appointment ended on 31st March, 2014. At the Board Meeting on 14th February, 2014, the Board of Directors approved extension of Mr. Mukherjee’s services for a further period of 3 years. Shareholders approval for the appointment of Mr. Mukherjee as Managing Director is being sought in terms of Section 196, 197 and 203 of the Companies Act, 2013 at the ensuing AGM.

AUDITORS

M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certifi cate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1B) of the Companies Act, 1956. The Company has also obtained a certifi cate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for three Financial Years as per the provisions of the Companies Act, 2013.

COST AUDITOR

The Ministry of Corporate Affairs (MCA) had introduced The Companies (Cost Audit Report) Rules, 2011 vide which it has been mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the fi nancial year.

Board of Directors in their meeting held on 29th May, 2014 approved the appointment of M/s. Sabyasachi & Co., Cost Accountants as Cost Auditor for conducting the audit of the cost accounting records for the Product Engineering Machinery or for any other products mandated by the Central Government for the fi nancial year 2014-15 subject to the approval of the Central Government.

COLLABORATORS

The Directors place on record its sincere appreciation to all its Collaborators for extending their valuable support and co-operation.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to their Customers, Bankers, Dealers, Suppliers, Stock Exchanges, Government and all other Stakeholders for the excellent assistance and cooperation. The Directors’ also thank all the employees of the Company for their valuable service and support during the year.

For and on behalf of the Board

Kolkata Amritanshu Khaitan Supriya Mukherjee

Date: 13th August, 2014 Director Managing Director


5

ANNEXURE “A” FORMING PART OF DIRECTORS REPORT 2013-14

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. Economic Overview :

Your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/

systems for critical applications in several industrial sectors viz. Chemical, Petrochemical and Food Processing.

While the macro-economic challenges considerably restricted the infl ow of orders during the previous year

2012-13, the fi scal year 2013-14 witnessed some upturn in economy resulting in order infl ows both from the

domestic and export market.

2. Business / Industry Overview

The capital goods sector remained sluggish in 2012-13 as also in part of 2013-14 primarily because of overall

industrial slow down leading to postponement of investment decision in several cases on major new/ expansion

projects. As a result of your Company’s continued efforts to expand its business in new territories based on

its proven track record, your Company succeeded to secure orders which resulted in positive operating results

in 2013-14 as compared to the loss incurred during the fi nancial year 2012-13. Based on the orders in hand

and expected orders during the remaining period of the current fi scal, the improved trend of performance is

expected to continue during the current as also in the following year.

3. Current & Future Business Outlook :

As you are aware your Company’s business is primarily focused in two sectors viz. Process Equipment and Food

Process Equipment. The outlook in respect of these business sectors is detailed below :

a) Process Equipment :

Your Company continued to focus on critically customized process equipment and in the process secured

some good quality value added orders both from the domestic and export market. The company has

been able to secure orders from major players of the respective industry and for a couple of orders the

Company’s products/ systems are meant for fi rst time application in the said industries namely Textile,

Food Processing, Activated Carbon Processing, Phosphate, etc.

Enquiries from majors in the steel industry for Coal/ Coke Dryers are under process and are expected to

be fi nalized during 2014-15. Coke Dryer is working satisfactorily in a Steel Plant in Western India and in

view of immense benefi t being derived by the user industry, new business enquiries are being received.

Due to the growing demand particularly in Soda Ash Industry, many of the reputed companies have

embarked on capacity expansion. As your Company has been considered as preferred supplier for such

large drying systems, your company is expected to secure large orders from these companies during the

second half of 2014-15.

Your Company has developed and set up several Pilot Plants viz. Band Dryers, Conduction type Fluid

Bed Dryers, Paddle Dryers, Vibrating Fluid Bed Dryers and Swirl Dryers for diverse applications in the

Saravali complex. Your Company is now able to demonstrate the drying process on trial basis for specifi c

applications for the customers and as a result the company has started securing orders post such pilot

plant trials.

During the past two years the receipt of orders from Oil and Natural Gas Industries has been restrained

primarily due to the postponement of tender allotment by ONGC to the primary contractors. After several

rounds of postponement, the tender for revamping of both offshore and onshore wells is expected to be

fi nalized in the fi rst half of 2014-15. Your Company’s strength in supply of skids over the decades will

help secure orders in 2014-15 on allotment of contract to the primary contractors.

Along with the technical Collaborators your Company has approached several private sector companies in

the Oil and Natural Gas business for supply of certain systems like Fuel Gas Conditioning Systems (FGCS)

and Oil Fired Heaters which were hitherto imported. The company has also reached an advanced stage of

fi nalization for technical assistance initially on a case to case basis with respect to a specifi c equipment/

system primarily meant for oil marketing companies.

With the recent positive changes in Global/ domestic business it is expected that several companies will

fi nalize their CAPEX which will improve the Company’s order book in the coming years.


6

Strong internal reporting, cost control and quality adherence initiatives taken by your Company during

the previous year have yielded some results in terms of reduction in procurement costs as also in product

quality and timely delivery during the year 2013-14. The depreciation in the Rupee value also helped to

offset part of the increase in costs in the execution of few projects.

Several steps have been taken on the shop fl oor to achieve improved productivity and higher level of

production on a sustainable basis. Manufacturing facilities in Saravali are being increasingly earmarked

for Process Equipment. Equipment for Food products are being manufactured in an adjacent new factory

complex and also being outsourced in part.

This environment will help recognize the immense business potential for the Company’s products in the

export market both in view of quality and commercial competitiveness. Your Company is making all out

efforts to expand its presence in the export market with the following initiatives :

� New Applications for the Company’s products

� Expanding geographical areas

� Appointment of country wise agents for Company’s products

� Increasing visibility of your Company by participating in technical seminars/ exhibitions both within

India and abroad.

b) Food Process Equipment

Your Company continues to be a leader in the Tea Dryer industry and is expanding its reach in countries

like South Africa, Uganda, Kenya, Vietnam, Nepal, Bangladesh, Sri Lanka, Indonesia, etc.

Last few years your Company’s R&D department has been engaged in developing a mechanized Continuous

Withering System for Tea Industry. It has subsequently installed this system in a Tea Estate and it has

performed quite well.

Withering is the fi rst and most important step in tea factory in which freshly plucked leaf is conditioned

both chemically as well as physically for subsequent processing. It has been a manual process and quite

labour intensive and such manual handling causes damage to fresh green leaf resulting in degradation

of made tea quality. In order to ensure uniform quality with consistent parameters and to obviate the

utilization of large labour forces, mechanized withering system is considered the right solution. The

Continuous Withering System of different models with varying capacity as developed by your Company

provides excellent savings over traditional systems and is expected to benefi t tea industry immensely in

terms of quality, cost and time in the years ahead. Your Company expects to achieve major breakthrough

in this area with commercial launching of the Withering System in 2014-15. The Company’s application

for patent under the Patent Act is under process of approval by the competent authorities.

Your Company has renewed its focus on Sugar and Coconut Dryers in the export market and plans to

introduce technically more effi cient dryers which will give both higher capacity and better quality. During

2014-15 the company expects to secure export orders for both Sugar and Coconut Dryers from Indonesia,

Philippines, Sri Lanka, Vietnam, Bangladesh, etc.

4. Risk, Challenges and Threats :

Risks Mitigation

� Infringement of Intellectual Property Rights (IPRs)

a) The patent applications for various products of the Company are under examination by the Patent’s Offi ce under the Patents Act, 1956.

b) Constant innovation of the Company’s products to deter the infringement of the IPR by unscrupulous competitors.


7

Business Risk � The primary risk faced by your Company

comes from increased competition in various segments due to entry of large number of domestic and international players.

� As the Company’s products are capital goods in nature, cyclical dip in sales is an inherent risk in its business

Your Company is providing a total system to customers against products by some competitors which mitigate the risk from competition.

Your Company is continuously developing several new products and expanding geographically which helps to bridge dip in sales of any of established products.

� Long execution periods expose your Company to the risk of price variations.

Suitable contracts with vendors where price & credit period are matched with the buyers terms.

� As signifi cant portion of the Company’s sales is export the Company also faces the risk of currency fl uctuations.

Your Company has a policy of hedging currency exposures to optimum levels.

5. Internal Control Systems & their Adequacy :

The Company has a well-established internal control system and regular internal audit system by outside

independent auditors. The said Reports are discussed and reviewed at the Audit Committee Meeting.

Implementing of corrective action is reviewed by the Management Committee consisting senior most offi cers

on a monthly basis.

6. Human Resource Development :

The Company is required to strengthen the quality profi le of its Human Resources in a signifi cant way in

order to be able to meet the expectations of its very reputed domestic and export customers. With this in

view the company has started strengthening several of its departments in the execution chain right from

basic engineering/ detailed engineering to erection & commissioning. As your company has earned reputation

as supplier of quality products, the company apart from strengthening its setup in Saravali Complex, has

strengthened its outside vendor base to ensure quality and timely supplies of several components, etc.

7. Gentle word of Caution :

Some of the statements in this management discussion and analysis report describing the Company’s objectives,

projections, estimates and expectations maybe ‘Forward Looking Statements’ within the meaning of applicable

laws and regulations. Actual results might differ substantially or materially from those expressed or implied.

Important developments that could affect the Company’s operations include a downtrend in industry, signifi cant

changes in political and economic environment in India, tax laws, foreign exchange fl uctuation, custom duties,

litigations and labour relations.


8

ANNEXURE “B” FORMING PART OF DIRECTORS’ REPORT 2013-2014:

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. Conservation of energy:

a) Energy conservation measures taken:

The Company’s production activity is not energy intensive.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

The Company is planning to install necessary equipments for optimizing energy usage.

c) Impact of the measure at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Impact of measures being undertaken can be identifi ed after implementation.

d) Total energy consumption and energy consumption per unit of production:

Total consumption — 11,70,525 KWH

Consumption per unit — 303.84 KWH / M. T.

B. Research and Development (R&D):

1. Specify areas in which R &D carried out by the company:

a. Drying of various grades of coal.

b. Development of dryer for the production of Virgin Coconut Oil (VCO).

c. Development of dryer for the production of Coconut Chip.

d. Development of dryer for biological and ETP Sludges.

2. Benefi ts derived as a result of the above R&D:

a. Improved effi ciency of the boiler with less consumption of coal.

b. New technique for the extraction of coconut oil.

c. New product.

d. Complete elimination of any kind of solid waste disposal as the dried sludge could be used as bio fuel.

3. Future Plan of action:

Development of Continuous Vacuum drying system for chemical products having solvent collection.

4. Expenditure on R&D:

a) Capital : ` 15.58 Lacs

b) Recurring : ` 65.99 Lacs

c) Total : ` 81.57 Lacs

d) Total R&D expenditure as a percentage of total turnover : 0.67%

C. Technology absorption, adaptation and innovation:

a) To develop a new concept for drying of lignite coal using conduction mode of heat transfer. With drying behavior of coal with high volatility to improve the boiler effi ciency.

b) Benefi ts derived as a result of the above efforts in terms of reduction in coal consumption, more production and considerable reduction in operating cost.


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c) Research on physical and chemical withering of Tea for Continuous Withering System aimed to :

i. Minimize labour as compared to traditional withering systems.

ii. Quicker and streamlined withering of Tea.

iii. Better quality of Finished Tea.

iv. Reduction of cost of manufacture as a result of above.

D. Foreign exchange earnings and outgo:

a) Activities relating to exports, initiative taken to increase exports, development of new export markets for products and services and export plans:

The Company’s executives visited prospective customers overseas. The Company also actively participated in international trade fairs to explore available opportunities.

b) Total foreign exchange used and earned:

Total foreign exchange used - ̀ 1,020.59 Lac

Total foreign exchange earned - ` 4,582.27 Lac


10

REPORT ON CORPORATE GOVERNANCE

(Pursuant to Clause 49 of the Listing Agreement)

I. Company’s Philosophy

Corporate Governance is very important for an organization as it shows the effective governance, the strength and standard of the Company. Your Company always follows principles and standards, ethical practices and remains transparent when it deals with stakeholders.

The Company has adopted Code of Conduct for its employees including Executive and Non-Executive Directors. Human resource policy of the Company is also modifi ed from time to time keeping the principles and culture of work in the interest of the employees and growth of the Company and its stakeholders.

The Company has strong legacy of fair, transparent and ethical governance practices. Compliance of all the provisions, rules and regulations is regularly audited to fulfi ll the demand of regulators and stakeholders and to give worth to their money, time, effort and investment.

II. Composition of Board of Directors

i) As on 31st March 2014, the Company has seven directors including a Non-Executive Chairman. The Board consists of optimum numbers of Non-Executive and Independent Directors as per the Clause 49 of the Listing Agreement with ultimate responsibility & substantial powers of management. There are two Non-Executive Directors and four Independent Directors out of total seven Directors in the Board.

ii) None of the Directors hold membership in more than ten committees and chairmanship in more than fi ve committees. The names and categories of the Directors on the Board, their attendance at the Board Meetings and last Annual General Meeting, Directorship held in other Companies, Committee Chairmanship / Membership held in other Companies as at 31st March, 2014 is given below:

Sr.No.

Names of the Directors Category No. of Board Meetings during the year 2013-14

Attendance at the last

AGM held on 30.09.2013

Directorship in other public

Companies1

Committee position held in other public

Companies2

Held Attended Chairman Member

1 Mr. Deepak Khaitan, Chairman

Non-Executive 4 2 No 8 - 1

2 Mr. Supriya Mukherjee, Managing Director

Executive 4 4 Yes - - -

3 Mr. Subir Ranjan Dasgupta

Independent 4 4 Yes 3 1 3

4 Mr. Amritanshu Khaitan Non-Executive 4 4 Yes 8 - -

5 Mr. Manmohan Singh Independent 4 3 No - - -

6 Mr. Padam Kumar Khaitan

Independent 4 4 No 11 2 3

7 Mr. Gobind Saraf Independent 4 3 No 2 - -

1 Directorship held in Private Companies, Section 25 Companies and Foreign Companies and alternate directorship is not included.

2 Only Audit Committee and Shareholders’ Grievance Committee are taken into consideration as per the provisions of Clause 49 of Listing Agreement.

The Company’s Chairman is a Non-Executive Director and as at March 31, 2014, Independent Directors comprise one-half of the Board strength. Composition of Board has not changed since the last report.

For the year ended March 31, 2014 no Director is related to any other Director on the Board in terms of the defi nition of ‘relative’ given under the Companies Act, 1956 except Mr. Deepak Khaitan and Mr. Amritanshu Khaitan, who are father and son respectively.

iii) The fees / compensation, if any, paid to the Non-Executive Directors has been disclosed hereafter in this Report. None of the Non-Executive Directors of the Company has any pecuniary relationship and / or transaction with the Company.

iv) Board has met from time to time as detailed hereafter taking into consideration the compliance reports of all applicable laws. The information as specifi ed in Annexure IA of Clause 49 of the Listing Agreement is provided to the Board as and when applicable and material.


11

v) The Board has adopted “Code of Conduct for Board Members and Senior Management of the Company”. All the Board Members and Senior Management have affi rmed the compliance with the said Code of Conduct during the year 2013-2014. A declaration to this effect signed by Managing Director ( CEO as per clause 49 ) is appended to this Report of Corporate Governance. The Code of Conduct is available on the website of the Company i.e., www.kilburnengg.com

III. Board Meetings

The Board of Directors of the Company regularly meets as per the provisions of the Companies Act, 1956 and

other rules, regulations and agreement etc to take the compliance of transactions & activities of the Company

from time to time. All major decisions of the Company are taken by the Board in duly held meetings of it and

its committees.

i) The Board has been called within the required time gap under the listing agreement. During the

fi nancial year 2013-14, the Board has met four times as on 28/5/2013, 13/8/2013, 14/11/2013 and

14/02/2014 without exceeding four months gap between two meetings. The meetings are convened by

giving appropriate advance notice with material and important items pertaining to the development and

working of the Company in an explanatory agenda leading to take strategic decisions. Detailed agenda,

management reports and other explanatory statements are circulated in advance amongst the Board

members for facilitating meaningful, informed and focused decisions at the meetings. All the meetings of

the Board and its committees were completed with proper quorum. All the proceedings of the meetings

are properly entered in the Minutes Book within 30 days from conclusion of the meeting after the same

being drafted by the Company Secretary and checked by the Chief Financial Offi cer of the Company.

ii) Details of remuneration and sitting fees to Directors (for attending meetings of Board of Directors, Audit

Committee, Share Transfer and Shareholder Grievance Committee and Remuneration Committee) for the

year 2013-14 are as under:

(Amount in `)

Names of Directors Designation Sitting Fees

Salary & Perquisites **

Commission Total

Mr. Deepak Khaitan Non-Executive*** 20,000 NA NA 20,000

Mr. Supriya Mukherjee Executive NA 144.37 Lacs** NIL 144.37 Lacs**

Mr. Subir Ranjan Dasgupta Independent*** 90,000 NA NA 90,000

Mr. Amritanshu Khaitan Non-Executive*** 40,000 NA NA 40,000

Mr. Manmohan Singh Independent*** 1,30,000 NA NA 1,30,000

Mr. Padam Kumar Khaitan Independent*** 80,000 NA NA 80,000

Mr. Gobind Saraf Independent*** 90,000 NA NA 90,000

**Includes salary, house rent allowance, contribution to provident / gratuity / superannuation funds.

Directors have not been granted any stock options during the year.

*** Independent Directors and Non- Executive Directors are only paid sitting fees and reimbursement

of travelling and out of pocket expenses for attending the Board and Committee Meetings. The sitting

fees paid to members of Borrowing Committee for attending one meeting held on 27th December 2013

@ ` 10,000/- each to Mr. Padam Kumar Khaitan, Mr. S.R. Dasgupta and Mr. Gobind Saraf is not included

in the abovementioned sitting fees.

Shareholding of Non-Executive Directors

Details of the equity shares held by Non-Executive Directors as on 31st March, 2014 are as under:

Names of Directors Nature of Directorship No. of Equity shares held

% to the Paid up Capital

Mr. Subir Ranjan Dasgupta Independent Director NIL NIL

Mr. Manmohan Singh Independent Director NIL NIL

Mr. Padam Kumar Khaitan Independent Director NIL NIL

Mr. Gobind Saraf Independent Director 91 Shares 0.00

Mr. Deepak Khaitan Non-Executive 1,201 Shares 0.00

Mr. Amritanshu Khaitan Non-Executive NIL NIL


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IV. Audit Committee

i) Members of the Audit Committee:

All the members of the Audit Committee are fi nancially literate and have acquired fi nancial, accounting and legal expertise. The Chairman of the Audit Committee is a Non-Executive Independent Director. The Audit Committee is constituted in line with Clause 49 of the Listing Agreement entered into with Stock Exchanges read with Section 292A of the erstwhile Companies Act, 1956 and Section 177 of the Companies Act, 2013 and has following members:

Names of the Members Position Held Category

Mr. Subir Ranjan Dasgupta Chairman Non-Executive Independent Director

Mr. Supriya Mukherjee Member Managing Director

Mr. Manmohan Singh Member Non-Executive Independent Director

Mr. Gobind Saraf Member Non-Executive Independent Director

Mr. Sraban Kumar Karan* Secretary Company Secretary & Compliance Offi cer

* Mr. Sraban Kumar Karan had ceased as Secretary of Audit Committee w.e.f. 7th April, 2014 and Mr Arvind Bajoria has been appointed as Company Secretary & Compliance Offi cer w.e.f. 8th April, 2014.

ii) Details of the meetings of the Audit Committee during the year 2013-14 and its objectives:-

During the year 2013-14, four meetings of the Audit Committee were held and attended by the members as per the details given below;

Sr. No.

Name of Members Meetings / Attendance

28/5/2013 13/8/2013 14/11/2013 14/2/2014

1 Mr. Subir Ranjan Dasgupta Present Present Present Present

2 Mr. Supriya Mukherjee Present Present Present Present

3 Mr. Manmohan Singh Present Present Present Present

4 Mr. Gobind Saraf Present Present Present Absent

The Vice President - Finance & Chief Financial Offi cer of the Company and Statutory Auditors are invitees to the meetings of the Audit Committee. The Company Secretary acts as the Secretary to the Committee.

The Audit Committee after approving minutes of its Meetings has forwarded to the Board of Directors of the Company for their noting at the Board meeting.

The Chairman of the Audit Committee was present at the Annual General Meeting held on 30th September, 2013.

iii) Terms of reference

The terms of reference of Audit Committee cover the matters specifi ed under Clause 49 of the Listing Agreement as well as section 292A of the erstwhile Companies Act, 1956 and Section 177 of the Companies Act, 2013 and broadly following functions are performed by it:

a) Overseeing the Company’s fi nancial reporting process to ensure disclosure of fi nancial information as per the requirements of Stock Exchange and the Company Law requirements and to ensure that the fi nancial statements are correct and credible.

b) Review of quarterly, half yearly and annual fi nancial statements before submission to the Board for approval.

c) Review of Management Discussion & Analysis of fi nancial condition and results of operations, statement of signifi cant related party transactions.

d) Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the Statutory Auditors and Internal Auditors and the fi xation of audit fees.

e) Review of the adequacy of internal control systems, including the structure of the internal audit department, staffi ng and seniority of the offi cial heading the department, reporting structure, coverage and frequency of internal audit and further recommending to the Internal Auditors regarding the nature and scope of internal audit.

f) Review of reports of Statutory and Internal Auditors and replies of the management thereof.


13

g) Disclosure of any related party transactions, approval or any subsequent modifi cation of transactions of the company with related parties.

h) Scrutiny of inter-corporate loans and investments.

i) Valuation of undertakings or assets of the Company, wherever it is necessary.

j) Review of the fi ndings of any internal investigations by the Internal Auditors 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.

k) Review of the annual fi nancial statements with the management before submission to the Board for approval, with particular reference to :

• 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.

• Changes, if any, in the accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on exercise of judgment of the management.

• Signifi cant adjustments made in the fi nancial statements arising out of audit fi ndings.

• Compliance with listing and other legal requirements relating to fi nancial statements.

• Qualifi cations in the draft audit report.

l) Review of management representation letters to be issued to the Statutory Auditors.

m) Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

n) Reviewing compliances as regards the Company’s Whistle Blower Policy.

o) Approval of the appointment of the Chief Financial Offi cer (CFO) of the Company after assessing the qualifi cations, experience & background, etc. of the Candidate.

V. Nomination and Remuneration Committee

i) The Remuneration Committee consisted of the following members during the year 2013-2014:

Names of Members Position Held Category

Mr. Subir Ranjan Dasgupta Chairman Non-Executive Independent Director



Mr. Sraban Kumar Karan* Secretary Company Secretary & Compliance Offi cer

* Mr. Sraban Kumar Karan ceased as Secretary of Remuneration Committee w.e.f. 7th April, 2014 and Mr. Arvind Bajoria has been appointed as Company Secretary & Compliance Offi cer w.e.f. 8th April, 2014.

One meeting of Remuneration Committee was held during the fi nancial year 2013-2014 on 14th February, 2014 at which Mr. Subir Ranjan Dasgupta and Mr. Manmohan Singh were present and recommended the reappointment and remuneration of the Managing Director for a duration of three years from 1st April, 2014 to 31st March, 2017.

ii) Terms of reference:

a) To determine and set forth, in consultation with the Board, the Remuneration package of Executive Directors of the Company;

b) To determine and approve the remuneration and commission / incentive payable to the Managing Director of the Company for each fi nancial year;

c) To approve the sitting fees / commission payable to the Non-Executive Directors of the Company;

d) To approve, in the event of loss or inadequacy of profi ts in any given fi nancial year, the minimum remuneration payable to the Managing Director and Whole-time Directors within the limits as specifi ed in Schedule XIII of the Companies Act, 1956.

iii) Employee Stock Option Scheme:

The Company does not have any Employee Stock Option Scheme in place.


14

iv) Remuneration Policy:

The Company’s remuneration policy is based on the link between individual performance and business performance. Through its Remuneration policy, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The remuneration to the Directors is determined by the Board within the statutory limits based on the recommendation of Remuneration Committee and subject to the approval of shareholders and Central Government, if required.

During the year 2013 – 14, Mr. Supriya Mukherjee, Managing Director was paid ` 54 Lacs as Salary, ` 27 Lacs as Bonus, Rs. 43.19 Lacs as perquisites and ` 20.18 Lacs was contributed to his retirement funds. He does not hold any equity shares in the Company as on 31st March, 2014. His tenure as per the agreement is from 01st April, 2011 till 31st March, 2014 was approved by shareholders at their meeting held on 24th September, 2011. The notice period is 6 months and no severance fees is payable to him. The remuneration committee recommended the reappointment of Mr. Supriya Mukherjee, Managing Director for a period of three years from 01st April, 2014 till 31st March, 2017, at the same terms and conditions, in their last meeting held on 14th February, 2014.

The details of relationship between Directors inter-se, sitting fees paid to Non-Executive Directors during the year 2013-2014 (for attending the meetings of Board of Directors, Audit Committee, Remuneration Committee and Share Transfer and Shareholder Grievance Committee) and the number of equity shares held by them is as follows:

Names of Directors Relationship between Directors

inter-se

Sitting fees paid for Board Meetings

and Committee Meetings (In `)

Number of Equity Shares held in KEL

as on 31st March, 2014

Mr. Deepak Khaitan Father of Mr. Amritanshu Khaitan

20,000 1,201

Mr. Amritanshu Khaitan Son of Mr. Deepak Khaitan

40,000 NIL

Mr. Subir Ranjan Dasgupta - 90,000 NIL

Mr. Manmohan Singh - 1,30,000 NIL

Mr. Padam Kumar Khaitan - 80,000 NIL

Mr. Gobind Saraf - 90,000 91

The Non-Executive Directors were paid sitting fees of ` Rs. 10,000/- for each meeting of the Board and of Committee thereof attended by them. Except for sitting fees, Non-Executive Directors are not paid any remuneration and / or commission.

Pursuant to section 178(1) of The Companies Act, 2013, the Board of Directors at its meeting held on May 29, 2014 reconstituted the remuneration committee as Nomination and Remuneration Committee, having the same members as mentioned above. The Committee focuses on formulating appropriate policies regarding selection and remuneration of the Directors, Key Managerial Personnel and Senior Management employees in line with provisions of section 178(1) of The Companies Act, 2013 alongwith revised Clause 49 of the Listing agreement.

VI. Stakeholders’ Relationship Committee

i) During 2013- 14, the Company had a Shareholders’ / Investors’ Grievance cum Share Transfer Committee for effective redressal of shareholders’ complaints like transfer of shares, non-receipt of Annual Report, non- receipt of declared dividend etc and reporting of the same to the Board periodically. The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.

ii) The Committee as on 31st March, 2014 comprised of following members:

Names of the Members Position Held Category

Mr. Padam Kumar Khaitan Chairman Non-Executive Independent Director



Mr. Sraban Kumar Karan * Secretary Company Secretary & Compliance Offi cer


15

* Mr. Sraban Kumar Karan ceased as Secretary of Share Transfer & Shareholders’ Grievance Committee w.e.f. 7th April, 2014 and Mr. Arvind Bajoria was appointed as Company Secretary & Compliance Offi cer w.e.f. 8th April, 2014.

iii) Procedure for approval and details of meetings and attendance during the year 2013 - 2014:

During the year 2013 - 2014, four meetings were held and attended by the members as per the details given below:

Sr. No.

Name of Members Meetings / Attendance

28/05/2013 13/08/2013 14/11/2013 14/02/2014

1 Mr. Padam Kumar Khaitan Present Present Present Present

2 Mr. Gobind Saraf Present Present Present Absent

3 Mr. Manmohan Singh Present Present Present Present

The power to approve the share transfer / transmission and dematerialization and / or rematerialisation has been delegated severally to Chief Financial Offi cer and Company Secretary. The request for share transfer/transmission, dematerialization/rematerialisation and issue of new share certifi cates in lieu of old/worn-out/lost/defaced/split/consolidation etc. is processed and attended at least once in a fortnight in co-ordination with Maheshwari Datamatics Private Limited, Registrars & Transfer Agents of the Company.

All the above requests processed during a quarter are then taken into record for approval of Shareholders / Investors’ Grievance cum Share Transfer Committee.

iv) Pursuant to section 178 (5) of The Companies Act, 2013, the Board of Directors at its meeting held on May 29, 2014 reconstituted the Shareholders / Investors’ Grievance cum Share Transfer Committee as Stakeholders’ Relationship Committee, having the same members as mentioned above. The Committee focuses on shareholders grievances and strengthening of investor relations.

v) Name, Designation and Contact details of Compliance Offi cer:

Mr. Sraban Kumar Karan ( Resigned w.e.f. 07.04.2014)

Mr. Arvind Bajoria ( Appointed w.e.f. 08.04.2014 )

Company Secretary & Compliance Offi cer

Plot No.6, MIDC Industrial Area, Kalyan Bhiwandi Road,

Saravali, Thane 421 311, Maharashtra – India.

Phone: 91 2522 663800 / 91 2522 662200

Fax: 91 2522 281026 / 91 2522 280166

E-mail: [email protected]

vi) Details of Investors’ Complaints/Grievances and their status:

The details of Investors’ Complaints received and redressed by the Company and its registrars Maheshwari Datamatics Pvt. Ltd. during the year 2013-2014 is as follows:

Nature of Complaints Number of Complaints Received

Number of Complaints Resolved

Non-receipt of Declared Dividend NIL NIL

Non-receipt of Share Certifi cates NIL NIL

Non-receipt of Annual Reports 3 3

Shares not dematerialized / rematerialized NIL NIL

Others NIL NIL

Total 3 3


16

VII. Subsidiary Companies

The Company does not have any subsidiary companies.

VIII. General Body Meetings

i) Details of last three Annual General Meetings (AGM):

Financial year AGM No. Day & Date Venue Time

2012-2013 25th Monday, 30th September, 2013 Williamson Magor Hall, The Bengal Chamber of Commerce and Industry, 6, Netaji Subhash Road, Kolkata – 700 001

10.30 a.m.

2011-2012 24th Saturday, 29th September, 2012 Nilhat House, 11, R. N. Mukherjee Road, Kolkata – 700 001.

10.30 a.m.

2010-2011 23rd Saturday, 24th September, 2011 Williamson Magor Hall, The Bengal Chamber of Commerce and Industry, 6, Netaji Subhash Road, Kolkata – 700 001.

10.30 a.m.

ii) Details of Special resolutions passed in last three Annual General Meetings (AGM):

AGM No. No. of Special resolutions passed Particulars of Special resolutions

25th NIL NA

24th NIL NA

23rd 1 (One) 1. Re-appointment of Mr. Supriya Mukherjee as Managing Director of the Company for a period of three years w.e.f. 01st April 1, 2011.

iii) Details of resolutions passed through Postal Ballot:

During the year 2013-2014, none of the resolutions were passed through Postal Ballot. Under provisions of the Companies Act, 2013, some resolutions are proposed to be passed through Postal Ballot. As and when required, the Postal Ballot shall be conducted in accordance with the provisions of Section 110 of the Companies Act, 2013 and The Companies ( Management and Administration) Rules, 2014.

IX. Disclosures

i) Related party transactions:

Related party transactions have been disclosed under Note 26.4 of Audited Accounts in accordance with “Accounting Standard 18”. A statement in summary form of transactions with related parties in the ordinary course of business is periodically placed before the Audit Committee for review and recommendation to the Board for their approval.

No material transactions are entered with related parties in confl ict with the interest of the Company’s business. All the transactions with related parties are entered at arm’s length price. The Disclosure of interest in any of the transaction is made to the Board every year by the Directors as and when they become interested. Further, interested Directors neither participate nor vote in the transaction wherein they have potential interest.

ii) Disclosure of Accounting treatment:

The fi nancial statements of the Company for the year ended 31st March, 2014 are prepared in conformity with the Accounting Standards. For project orders, which are executed over a period of time, the company has adopted progress method of accounting for better presentation of fi nancial statements.

iii) Risk Assessment:

The Company has an effective and effi cient Risk Assessment and Management System to track, analyze and mitigate the risks associated with the Company. The Board of Directors periodically reviews the


17

procedure of Risk Assessment and Management and thereby frame a properly defi ned network with help of which executive management can control risks. The details of risks associated with the Company and the ways to mitigate those risks are discussed in Management Discussion & Analysis Report annexed to the Directors’ Report.

iv) Proceeds from public issues, rights issues, preferential issues, etc.:

During the year under review, the Company has not raised any proceeds through public issues, rights issues, preferential issues, etc.

v) Remuneration of Directors:

Already disclosed in Clause V which is “Nomination and Remuneration committee” section.

vi) Management:

a) Management Discussion & Analysis report is attached as annexure “A” to Directors’ Report.

b) There were no material fi nancial and commercial transactions by Senior Management as defi ned in Clause 49 of the Listing Agreement where they have personal interest that may have a potential confl ict with the interests of the Company at large.

vii) Shareholders:

The brief profi le and other information pertaining to Directorship held in other Companies, shareholding etc. of the Directors proposed to be re-appointed at the ensuing Annual General Meeting of the Company are attached to the Notice of Annual General Meeting.

viii) Compliances:

a) During the last three years ending on 31st March, 2014, there were no non-compliances, penalties,

strictures imposed on the Company by Stock Exchanges, SEBI or any other statutory authority, on

any matter related to capital markets.

b) The Company has fully complied with all the statutory requirements of Listing Agreement entered

into with Stock Exchanges including mandatory requirements of Clause 49.

c) The details of compliance with non-mandatory requirements of Clause 49 of the Listing Agreement

is as follows;

i) The Board has set up a Remuneration Committee to determine competitive remuneration

package of Executive Directors of the Company. The Committee was reconstituted as Nomination

and Remuneration Committee. Details of the Committee are given earlier in this report.

ii) Whistle Blower Policy:

The Company has established a mechanism for employees to report to the management

about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism

provides for adequate safeguard to the victimized employees and spreads the way to curb

those practices being followed in the offi ce premises. None of the personnel of the Company

has been denied access to the Audit Committee.

ix) Means of Communication:

Kilburn’s commitment to the principles of transparency in all its dealings is the foundation of its continuous

endeavour to create sustainable value for all its stakeholders. In this pursuit, the Company places highest

emphasis on Communicating information to its stakeholders.

In line with Clause 54 of the Listing Agreement, Company has maintained a functional website at

www.kilburnengg.com containing basic information about the Company, fi nancial information, shareholding

pattern, Notices, compliance with corporate governance, contact information of the Compliance Offi cer,

Investor Relation Offi cer and Registrar and Transfer Agent of the Company for investor grievances. The

contents of the said website are updated from time to time.

a) Financial results

The quarterly, half yearly and annual results of the Company in the format prescribed under

Clause 41 of the Listing Agreement are published in prominent dailies such as Free Press


18

Journal (English) and Sangbad Pratidin (Bengali) and also posted on the website of the Company

i.e., www.kilburnengg.com

b) Other information

Important offi cial news and presentation made to institutional investors or to the analysts is also

posted on the Company’s website www.kilburnengg.com, as and when released.

x) CEO/CFO Certifi cate:

The CEO/CFO Certifi cate for the year ended 31st March, 2014 as required under Clause 49(V) of the Listing

Agreement, was placed and taken on record at the Board Meeting of the Company held on 13th August,

2014.

xi) Certifi cate of compliance:

The Certifi cate of a Practising Company Secretary confi rming compliance with all requirements of the

Clause 49 of the Listing Agreement for the year ended 31st March, 2014 is appended to this report.

xii) Insider Trading Code:

The Company has adopted Code of Conduct for Prevention of Insider Trading in line with “Model Code of

Conduct for Insider Trading” given in Schedule I of SEBI (Prohibition of Insider Trading) Regulations, 1992,

as amended till date. The Code of Conduct elaborates ways and measures to deal with unpublished price

sensitive information and restricts the insider trading by any of the Directors and Senior Management

personnel of the Company.

xiii) General Shareholders Information:

a) Annual General Meeting

Date : Tuesday, 30th September, 2014

Time : 10.30 a.m.

Venue : Williamson Magor Hall, The Palladian Lounge,The Bengal Chamber of Commerce & Industry, 6, Netaji Subhas Road, Kolkata – 700 001.

b) Financial year 2014-2015 (tentative schedule)

Quarter Results

Ending on June 30, 2014 : Second week of August 2014

Ending on September 30, 2014 : Second week of November 2014

Ending on December 31, 2014 : Second week of February 2015

Year ended March 31, 2015 : In the month of May 2015AGM is proposed to be held in September 2015.

c) Date of Book Closure : 23rd September, 2014 to 30th September, 2014 (Both days inclusive)

d) Listing on Stock Exchanges : BSE Ltd., Mumbai The Calcutta Stock Exchange Association Limited (CSE), Kolkata

The Annual Listing fees for the year 2014-2015 has been paid to the above two Stock Exchanges within the stipulated time.

e) Stock Code

BSE Ltd. : 522101

The Calcutta Stock Exchange Association Ltd.

: 21022

f) Corporate Identifi cation Number : L24232WB1987PLC042956

g) ISIN number : INE338F01015


19

h) Stock Market Price Data :

Month & Year Share Price of KEL on BSE BSE Sensex

Month’s High (`)

Month’s Low (`)

Month’s Closing Price (`)

Volume of shares

traded (In no.)

Month’s High

(Index point)

Month’s Low

(Index point)

April 2013 14.32 11.24 13.79 194612 19,622.68 18,144.22

May 2013 13.90 12.00 12.06 54364 20,443.62 19,451.26

June 2013 13.28 9.61 11.40 42847 19,860.19 18,467.16

July 2013 12.20 8.35 9.10 23027 20,351.06 19,126.82

August 2013 10.78 8.10 10.00 113611 19,569.20 17,448.71

September 2013 11.00 8.35 10.15 85022 20,739.69 18,166.17

October 2013 13.99 10.00 12.50 42374 21,205.44 19,264.72

November 2013 15.20 11.26 12.53 54046 21,321.53 20,137.67

December 2013 17.64 12.05 16.60 50423 21,483.74 20,568.70

January 2014 18.70 15.15 17.85 129681 21,409.66 20,343.78

February 2014 20.04 16.65 19.25 74526 21,140.51 19,963.12

March 2014 21.80 17.60 20.60 155912 22,467.21 20,920.98

i) Performance of share price of the Company in comparison to BSE Sensex:

KEL Share Price and Sensex Movement (For FY 2013-2014)

j) Registrars and Transfer Agents : Maheshwari Datamatics Private Limited 6, Mangoe Lane, 2nd Floor, Surendra Mohan Ghosh Sarani, Kolkata – 700 001. Tel No.: (033) 2243 5809 / 5029; 2248 2248 Fax No.: (033) 2248 4787 E-mail: [email protected]

k) Share Transfer System:

The physical transfer of shares is processed and approved by the Company in co-ordination with Maheshwari Datamatics Private Limited, at least once in every fortnight. The Share Certifi cates after effecting transfer are dispatched to the shareholders within 15 days from the date of receipt of transfer request, if the transfer documents are found technically in order and complete in all respects. The transfer of shares held in Demat mode is processed electronically by Maheshwari Datamatics Private Limited within 21 days from the date of receipt of the request.

The Shares of the Company are compulsorily traded in dematerialized form.

Share Price of KEL on BSE

KEL Share Price

SENSEX

0.00

5.00

10.00

15.00

20.00

25.00


20

l) Distribution of shareholding as on 31st March, 2014:

No. of Equity shares held

No. of shareholders

% of shareholders

No. of shares % of shareholding

UPTO - 500 8479 86.3280 1309389 9.8779

501 - 1000 687 6.9938 572512 4.3190

1001 - 2000 295 3.0032 458026 3.4553

2001 - 3000 130 1.3234 335643 2.5321

3001 - 4000 55 0.5599 193217 1.4576

4001 - 5000 50 0.5090 236495 1.7841

5001 - 10000 65 0.6617 488313 3.6838

10001 and above 61 0.6210 9662173 72.8903

TOTAL 9822 100 13255768 100

Shareholding pattern as on 31st March, 2014:

Category No. ofShareholders

No. of Shares held

Percentage of Shareholding

A Promoters’ Holding

1 Promoters

Indian 6 7567138 57.09

Foreign - - -

B Public Shareholding

2 Institutional Investors -

a. Mutual Funds and UTI 2 900 0.01

b. Banks, Financial Institutions 3 1800 0.01

c. Insurance Companies - - -

d. Foreign Institutional Investors - - -

3 Others

a. Bodies Corporate 158 661928 4.99

b. Indian Public 9569 4938469 37.25

c. NRIs / OCBs 76 79114 0.60

d. Others 8 6419 0.05

Total (1+2+3) 9822 13255768 100.00

None of the shares have been pledged or are otherwise encumbered.

m) Dematerialization of shares and liquidity: Details of Shares in Physical & Electronic Mode as on 31st March 2014

The Company’s Shares are traded in Stock Exchange in dematerialized form and are available for trading in both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2014 the data are as follows.

Particulars No. of Shares Percentage of Total Shares

Physical Segment 4,59,781 3.47 %

NSDL 1,06,12,323 80.06 %

CDSL 21,83,664 16.47 %

Grand Total 1,32,55,768 100.00 %

ISIN No. of the Company’s Equity Shares is: INE338F01015


21

n) Dividend

Dividend History

Financial Year Type Dividend

Per share Face Value % on face value

2012-2013 No dividend declared during 2012-13.

2011-2012 Not declared during 2011-12.

2010-2011 Final ` 2.50 10 25.00 %

o) Unpaid / Unclaimed dividend

Section 205A and 205C of the Companies Act, 1956, mandates that the companies transfer dividend which is unclaimed for a period of 7 years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). In accordance with the following schedule, the dividend for the years mentioned below, if unclaimed within a period of seven years, will be transferred to IEPF.

Financial Year Unclaimed dividend amount as on 31.03.2014

(`)

Date of Declaration

Dividend Payment Date

Due date for transfer to

IEPF

2008-2009 Final 434,130.00 29th September, 2009

08th October, 2009

07th October, 2016

2009-2010 Final 332,722.50 31st August, 2010

08th September, 2010

07th September, 2017

2010-2011 Final 489,037.50 24th September, 2011

07th October, 2011

06th October, 2018

p) INVESTORS SAFEGAURDS:

• Dematerialization of Shares and Liquidity

Shareholders are requested to convert their physical holding to demat/electronic form through any of the registered Depository Participants (DPs) to avoid the hassles involved in dealing in physical shares such as possibility of loss, mutilation, etc. and also to ensure safe and speedy transaction in respect of the shares held.

• Update Address Details and Bank Details

To receive all communications/corporate actions promptly, shareholders holding shares in dematerialized form are requested to please update their address/bank details with the respective DPs and in case of physical shares, the updated details have to be intimated to the Registrar & Share Transfer Agents.

• National Electronic Clearing Service (NECS) / Electronic Clearing Services (ECS) mandate for Dividend

NECS/ECS facility ensures timely remittance of dividend without possible loss/delay in postal transit. Shareholders/Members holding shares in electronic form may register their NECS/ECS details with the respective DPs and Shareholders/Members holding shares in physical form may register their NECS/ECS details with the Registrars and Share Transfer Agent, M/s. Maheshwari Datamatics Pvt. Ltd., 6, Mangoe Lane, 2nd Floor, Surendra Mohan Ghosh Sarani, Kolkata – 700 001 to receive dividends, if declared, via the NECS/ECS mode.

• Register Nomination(s)

Members holding shares in physical form are requested to register the name of their nominee(s), who shall succeed the member as the benefi ciary of their shares and in order to avail this nomination facility, they may obtain/submit the prescribed Form 2B from/with the Registrars & Share Transfer Agents. Members holding shares in dematerialized form are requested to register their nominations directly with their respective DPs.


22

• Register E-mail Address

As you all may be aware, Ministry of Corporate Affairs has taken a ‘Green Initiative in Corporate Governance’ by issuing Circulars 17/2011 and 18/2011 dated 21st April, 2011 and 29th April, 2011, whereby Companies are permitted to send Notices/documents including Annual Report comprising Balance Sheet, Profi t & Loss Account, Directors’ Report, Auditors’ Report etc. in electronic mode (hereinafter referred to as ‘documents’), provided the Company has obtained email addresses of its members for sending these documents through email by giving an advance opportunity to every shareholder to register their email address and changes therein from time to time with the Company. Accordingly, shareholders holding shares in physical form are requested to register their email addresses and changes therein from time to time, by directly sending the relevant email address along with details such as name, address, folio no., no. of shares held to the Registrars and Share Transfer Agents, M/s. Maheshwari Datamatics Pvt. Ltd. In respect of shares held in electronic form, the email address along with DP ID/Client ID and other shareholder details as mentioned above should be registered by the shareholders with their respective Depository Participants. Upon registration of the email address, the Company proposes to send notices and documents, in electronic form, to such shareholders.

q) Outstanding GDRs /ADRs /Warrants or any Convertible instruments, conversion date and likelyimpact on equity : NIL

r) Plant Location : Kilburn Engineering Limited

Plot No. 6, MIDC Industrial Area, Kalyan Bhiwandi Road, Saravali, Thane 421 311, Maharashtra.

s) Address for Correspondence : Registered Offi ce

Four Mangoe Lane, Surendra Mohan Ghosh Sarani, Kolkata – 700 001. Tel. No. : 033 22313337/3450 Fax No. : 033 22314768 E-mail: [email protected]

Corporate Offi ce

Plot No. 6, MIDC Industrial Area, Kalyan Bhiwandi Road, Saravali, Thane 421 311, Maharashtra. Phone: 91 2522 241800 / 91 2522 662200 Fax: 91 2522 281026 / 91 2522 280166 E-mail: [email protected]

Registrars & Transfer Agents

M/s Maheshwari Datamatics Pvt. Ltd., 6, Mangoe Lane, 2nd Floor, Surendra Mohan Ghosh Sarani, Kolkata – 700 001. Tel No.: (033) 2243 5809 / 5029; 2248 2248 Fax No.: (033) 2248 4787 E-mail: [email protected]

For and on behalf of the Board

Supriya MukherjeeKolkata,12th August, 2014 Managing Director


23

DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT

I, Supriya Mukherjee, Managing Director of the Company do hereby give this declaration pursuant to Clause 49(I)

(D) of the Listing Agreement;

The Board has laid down code of conduct for all Board Members and Senior Management of the Company and the

same is posted on the website of the Company i.e., www.kilburnengg.com. All the Board Members and Senior

Management personnel have affi rmed compliances with the code for the year ended 31st March, 2014.

Supriya Mukherjee

Thane, 1st August, 2014 Managing Director

CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members of Kilburn Engineering Limited

We have examined the compliance of conditions of Corporate Governance by KILBURN ENGINEERING LIMITED for

the year ended March 31, 2014 as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was

limited to procedures and implementation adopted by the Company for ensuring the compliance of the conditions

of Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statement 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 Clause 49 of the Listing

Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

effi ciency or effectiveness with which the Management has conducted the affairs of the Company.

FOR DHRUMIL M. SHAH & CO.

DHRUMIL SHAH

Company Secretary

Mumbai, 12th August,2014 ACS 22541, CP 8978


24

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF KILBURN ENGINEERING LIMITED

Report on the Financial Statements

We have audited the accompanying fi nancial statements of KILBURN ENGINEERING LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profi t and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifi cant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards notifi ed under the Companies Act, 1956 (“the Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fi nancial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our qualifi edaudit opinion.

Basis for Qualifi ed Opinion

The Company has made a partial provision for diminution in value of its investment in equity shares of Mcnally Bharat Engineering Company Limited for reason stated in note 25.4. We are unable to express an opinion on the extent of diminution, if any, in the value of investment in view of signifi cant reduction in market price of the shares. Our audit report was modifi ed in this regard in the previous year as well.

Qualifi ed Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of matter described in the Basis for Qualifi ed Opinion paragraph, the aforesaid fi nancial statements give the information required by the Act 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, 2014;

(b) in the case of the Statement of Profi t and Loss, of the loss of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash fl ows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2003 (“the Order”) issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.


25

2. As required by Section 227(3) of the Act, we report that:

(a) 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.

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profi t and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) Except for the possible effects of the matter described in the Basis for Qualifi ed Opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profi t and Loss and the Cash Flow Statement comply with the Accounting Standards notifi ed under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the Directors as on 31st March, 2014 taken on record by the Board of Directors, none of the Directors is disqualifi ed as on 31st March, 2014 from being appointed as a Director in terms of Section 274(1)(g) of the Act.

For DELOITTE HASKINS & SELLS,Chartered Accountants

(Registration No. 117364W)

R. SALIVATIPartner

Mumbai, 29th May,2014 (Membership No. 34004)


26

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under ‘Report on the Other Legal and Regulatory Requirements’ section of our report of even date)

1. Having regard to the nature of the Company’s business / activities / results, clauses (vi), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of paragraph 4 of CARO are not applicable.

2. In respect of its fi xed assets :

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets.

(b) The fi xed assets were physically verifi ed during the year by the Management in accordance with a regular program of verifi cation, which in our opinion, provides for physical verifi cation of all the fi xed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verifi cation.

(c) No fi xed assets have been disposed off during the year.

3. In respect of its Inventory :

(a) As explained to us, the inventories were physically verifi ed during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verifi cation of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verifi cation.

4. The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, fi rms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fi xed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

6. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of ` 5 lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except in respect of certain purchases for which comparable quotations are not available and in respect of which we are unable to comment.

7. In our opinion, the internal audit functions carried out during the year by a fi rm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained and are being made up. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us in respect of statutory dues ;


27

(a) The Company has generally been regular in depositing undisputed 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 with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of taxes which have not been deposited as on 31st March, 2014 on account of disputes are given below:

Statute Nature of Dues

Forum where Dispute is pending

Period to which the amount relates

Amount involved(` in lacs)

Central Sales Tax Act Sales Tax Joint Commissioner of Sales Tax F Y 2008-09 29.25

Central Sales Tax Act Central Sales Tax

Deputy Commissioner of Sales Tax F Y 2005-06 730.73

Maharashtra VAT Act VAT Deputy Commissioner of Sales Tax F Y 2005-06 111.98

Income Tax Act Income Tax Commissioner of Income Tax (Appeals)

A Y 2011-12

35.39

10. The Company does not have accumulated losses at the end of the fi nancial year, and, the Company has not incurred cash losses during the fi nancial year covered by our audit but has incurred cash losses in the immediately preceding fi nancial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and fi nancial institution.

12. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

13. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

14. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS,Chartered Accountants

(Registration No. 117364W)

R. SALIVATIPartner

(Membership No. 34004)

Mumbai, 29th May, 2014


28

BALANCE SHEET

as at 31st March, 2014

` In Lacs

Particulars Note

No. As at 31st

March, 2014 As at 31st

March, 2013 A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 3 1,325.58 1,325.58

(b) Reserves and surplus 4 8,082.81 7,844.14 9,408.39 9,169.72

2 Non-current liabilities

Long-term Provisions 5 267.32 288.21 267.32 288.21

3 Current liabilities

(a) Short-term borrowings 6 1,772.51 2,623.76 (b) Trade payables 7 2,352.94 2,417.53 (c) Other current liabilities 8 4,446.57 2,515.49 (d) Short-term provisions 9 325.56 328.01

8,897.58 7,884.79

TOTAL 18,573.29 17,342.72

B ASSETS

1 Non-current assets

(a) Fixed assets (i) Tangible assets 10 6,537.91 6,824.13 (ii) Intangible assets 16.58 7.74 (iii) Capital work-in-progress 21.71 13.47 (iv) Intangible asset under development 29.76 29.76

6,605.96 6,875.10 (b) Non-current investments 11 1,789.17 1,910.49 (c) Deferred tax assets (Net) 26.6 - - (d) Long-term loans and advances 12 470.64 517.03 (e) Other Non current assets 13 360.70 19.57

9,226.47 9,322.20 2 Current assets

(a) Inventories 14 946.11 1,254.52 (b) Trade receivables 15 1,893.45 2,231.13 (c) Cash and Bank Balances 16 503.35 590.72 (d) Short-term loans and advances 17 2,155.04 2,194.97 (e) Other current assets 18 3,848.87 1,749.19

9,346.82 8,020.53 TOTAL 18,573.29 17,342.72

See accompanying notes forming part of the fi nancial statements

25-29

In terms of our report attached

For Deloitte Haskins & SellsChartered Accountants

For and on behalf of the Board of Directors

R. SalivatiPartner

Deepak KhaitanDirector

Supriya MukherjeeManaging Director

A. SureshVP-Finance & Chief Financial Offi cer

Arvind Kumar Bajoria Company Secretary

Place : Mumbai Place : KolkataDate : 29th May 2014 Date : 29th May 2014


29




R. SalivatiPartner






` In Lacs

ParticularsNote No.

For the year ended 31st March, 2014


1 Revenue from operations (Gross) 19 12,171.88 7,915.68

Less: Excise duty 19 (524.95) (554.01)

Revenue from operations (Net) 11,646.93 7,361.67

2 Other income 20 260.18 212.40

3 Total revenue (1+2) 11,907.11 7,574.07

4 Expenses

(a) Cost of materials consumed 21.a 6,526.72 4,648.60

(b) Changes in inventories of fi nished goods and work-in-progress

21.b 107.69 275.56

(c) Employee benefi ts expense 22 1,458.23 1,409.52

(d) Finance costs 23 513.84 681.77

(e) Depreciation and amortisation expense 10 333.81 332.03

(f) Other expenses 24 2,641.15 1,907.70

Total expenses 11,581.44 9,255.17

5 Profi t / (Loss) before tax (3 - 4) 325.67 (1,681.10)

6 Tax expense:

(a) Current tax expense 87.00 -

(b) Deferred tax - -

87.00 -

7 Profi t / (Loss) for the year (5-6) 238.67 (1,681.10)

8 Earnings per share (of ` 10/- each):

Basic / Diluted 26.5 1.80 (12.68)

See accompanying notes forming part of the fi nancial statements

25-29

STATEMENT OF PROFIT AND LOSS

for the year ended 31st March, 2014


30

Particulars

Year ended

31st March,

2014

Year ended

31st March,

2013

A CASH FLOW FROM OPERATING ACTIVITIES

Profi t/ (Loss) before Tax 325.67 (1,681.10)

Adjustments for :

Depreciation and amortisation expense 333.81 332.03

Adjustments to the carrying amount of long-term investments 121.31 215.87

Loss on sale of Fixed Assets - 0.40

Liabilities no longer required written back (17.81) (4.88)

Bad debts written off 376.01 37.75

Liquidated Damages, Warranties and Rebates - 5.75

Net gain in foreign currency translations (130.13) (34.16)

Finance Costs 513.84 681.77

Dividend Income (13.21) (12.54)

Interest Income (123.73) (187.71)

Operating profi t before working capital changes 1,385.76 (646.82)

Adjustments for :

Trade and Other Assets (2,260.28) 715.88

Short Term Loans and advances (335.07) 449.75

Long term loans and advances 46.39 40.99

Inventories 308.41 347.46

Trade, Other Payables and Provisions 2,338.24 243.03

Cash Generated from Operations 1,483.41 1,150.29

Net Income Tax Paid (69.27) (7.92)

Cash fl ow from Operating Activities 1,414.24 1,142.37

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (64.65) (57.13)

Sale of Fixed Assets - 0.15

Net Bank balances not considered as cash and cash equivalents (82.49) 98.86

Interest Received 33.85 333.64

Dividend Received 13.21 12.54

Inter-corporate deposit given (450.00)

Inter-corporate deposit refunded 825.00 500.00

Cash fl ow from Investing Activities 274.92 888.06

CASH FLOW STATEMENT

for the year ended 31st March, 2014

` In Lacs


31

Particulars

Year ended

31st March,

2014

Year ended

31st March,

2013

C CASH FLOW FROM FINANCING ACTIVITIES

Dividend paid (including Dividend Distribution Tax) (0.06) (0.07)

(Decrease) / Increase in Bank Borrowings (net) (951.26) (678.06)

Inter-corporate deposits taken 100.00 -

Repayment of Borrowings (500.00) (500.00)

Finance Cost (508.82) (690.93)

Net Cash used in Financing Activities (1,860.14) (1,869.06)

Net Increase/(decrease) in cash & cash equivalents (A+B+C) (170.98) 161.37

Cash & Cash Equivalents - Opening Balance 240.79 79.42

Cash & Cash Equivalents - Closing Balance 69.81 240.79

Notes :

1 The above Cash Flow Statement has been prepared under “Indirect Method” set out in Accounting Standard

(AS - 3) Cash Flow Statements” as notifi ed under the Companies (Accounting Standards) Rules, 2006.

2 Figures relating to the previous year have been recast where necessary to conform to fi gures of the current year.




R. SalivatiPartner






` In Lacs


32

Notes forming part of the Financial Statements

1 Corporate Information

Kilburn Engineering Limited is in the business of process design, engineering, manufacturing, project management,

installation and commissioning of equipment and systems for various process plants across the world.

2 Signifi cant Accounting Policies

2.1 Basis of accounting and preparation of fi nancial statements

The fi nancial statements of the Company have been prepared in accordance with the Generally Accepted

Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notifi ed under

Section 211 (3C) of the Companies Act, 1956 (“the 1956 Act”) (which continue to be applicable in

respect of Section 133 of the Companies Act, 2013 (“the 2013 Act”) in terms of General circular

15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and the relevant provisions

of the 1956 Act / 2013 Act, as applicable. The fi nancial statements have been prepared on accrual basis

under the historical cost convention. The accounting policies adopted in the preparation of the fi nancial

statements are consistent with those followed in the previous year.

2.2 Use of Estimates

The preparation of the fi nancial statements in conformity with Indian GAAP requires the Management to

make estimates and assumptions considered in the reported amounts of assets and liabilities (including

contingent liabilities) and the reported income and expenses during the year. The Management believes

that the estimates used in preparation of the fi nancial statements are prudent and reasonable. Future

results could differ due to these estimates and the differences between the actual results and the

estimates are recognised in the periods in which the results are known / materialise.

2.3 Inventories

Inventories are valued, after providing for obsolescence and other losses where considered necessary

as under:

- Raw Materials/Components: at lower of cost (determined on monthly weighted average cost

basis) and net realizable value.

- Stores and spare parts: at lower of cost (determined on FIFO basis) and net realizable value.

- Work-in-progress and Finished Goods: at lower of weighted average cost (including appropriate

proportion of overheads) and net realizable value.

Net realisable value is estimated at the expected selling price less estimated completion and

selling costs.

2.4 Depreciation/ Amortisation

Depreciation is provided on the straight-line method as per the rates and in the manner specifi ed in

Schedule XIV of Companies Act, 1956. Assets costing ̀ 5,000/- or less are fully depreciated in the year

of acquisition. Lease hold land and improvements are depreciated over the lease period. Intangible

assets are amortised over 6 years.

2.5 Revenue Recognition

Revenue / Sales are recognized when signifi cant risks and rewards associated with ownership are

transferred to the buyer. Revenue from contract related activity is recognised on progress method; the

stage of completion is measured by reference to the proportion that contract costs incurred for work

done till the balance sheet date bears to the estimated total contract costs; full provision is made for

any loss in the period in which it is foreseen.

2.6 Fixed Assets (Tangible / Intangible)

Fixed Assets are recorded at cost. The cost of fi xed assets include all costs incidental to acquisition,

commissioning and related internal costs. The fi xed assets are carried at cost less accumulated

depreciation.

2.7 Foreign currency transactions and translations

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the

date of transaction. Monetary assets and liabilities denominated in foreign currency as at balance


33

sheet date are restated at the exchange rates prevailing on that date. Exchange differences on such

restatement or on settlement are recognized in the Statement of profi t and loss. The Company’s

forward exchange contracts are not held for trading or speculation. The discount / premium arising on

entering into such contract is amortised over the life of such contracts and exchange differences arising

on such contracts are recognised in the Statement of Profi t and Loss.

2.8 Investments

Long-term investments are stated at cost less diminution in value other than temporary. Current

investments are stated at lower of cost or fair market value. Cost of investments included acquisition

charges such as brokerage, fees and duties. Dividends are accounted for when declared.

2.9 Employee benefi ts

Employee benefi ts include provident fund, superannuation fund, gratuity fund and compensated

absences.

Defi ned contribution plans

Provident fund is a defi ned contribution scheme and the contributions as required by the statute

to Government Provident Fund are charged to Statement of profi t and loss during the period in

which employees perform the services that the payment covers. Superannuation fund is a defi ned

contribution scheme. The Company contributes a sum equivalent to 15% of eligible employees’ salary

to Superannuation Fund administered by a trust and managed by a life insurance Company.

Defi ned benefi t plans

Gratuity liability is defi ned benefi t obligation and is funded with Life Insurance Corporation of India. The

present value of gratuity obligation is actuarially determined based on the projected unit credit method

as at the balance sheet date. Actuarial gains/losses are immediately taken to the Statement of profi t

and loss and are not deferred.

Short-term employee benefi ts

The amount of short term employee benefi ts expected to be paid in exchange for the services rendered

by employee is recognized during the period when the employee renders the service.

Long-term employee benefi ts

The Company accrues the liability for compensated absences based on the actuarial valuation as at the

balance sheet date conducted by an independent actuary.

2.10 Borrowing Costs

Borrowing costs are recognized as an expense in the period in which they are incurred. The borrowing

costs in respect of funds borrowed to fi nance the qualifying fi xed assets until the assets are ready for

commercial use are capitalized.

2.11 Taxes on Income

Income Tax expense comprises current tax and deferred tax. Deferred tax is recognized on timing

differences between taxable income and accounting income that are capable of reversal in one or

more subsequent periods. Deferred tax assets and liabilities are measured using tax rates and tax

laws that have been enacted or substantially enacted on the balance sheet date. Deferred tax assets

are recognized, on consideration of prudence if there is certainty that suffi cient future taxable income

will be available against which such deferred tax assets will be realized; deferred tax asset consisting

of losses / accumulated depreciation is recognized only if there is virtual certainty that the asset will

be realized in future. Such assets are reviewed as at each Balance Sheet date to reassess realisability

thereof.

2.12 Provisions, Contingent Liabilities and Contingent Assets

Provisions involve substantial degree of estimation in measurement and are recognized when it is

probable that there will be outfl ow of resources as a result of past events. Separate disclosure in notes

to accounts is made for each class of provision. Contingent Liabilities (where outfl ow of resources is

not considered probable) are not recognized but are disclosed in notes. Contingent assets are neither

recognized nor disclosed in the fi nancial statements.


34

Note 3 Share Capital

Particulars As at 31st March, 2014 As at 31st March, 2013

Number of

shares

` In Lacs Number of

shares

` In Lacs

(a) Authorised

Equity shares of `10/- each with voting rights 21,747,900 2,174.79 21,747,900 2,174.79

Redeemable preference shares of ` 10/- each 8,252,100 825.21 8,252,100 825.21

(b) Issued

Equity shares of `10/- each with voting rights 13,255,768 1,325.58 13,255,768 1,325.58

(c) Subscribed and fully paid up

Equity shares of ` 10/- each with voting rights 13,255,768 1,325.58 13,255,768 1,325.58

Total 1,325.58 1,325.58

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting

period:

Particulars Opening

Balance

Issue / Buy

back

Closing

Balance

Equity shares with voting rights

Year ended 31st March, 2014

- Number of shares 13,255,768 - 13,255,768

- Amount (` In Lacs) 1,325.58 - 1,325.58

Year ended 31st March, 2013

- Number of shares 13,255,768 - 13,255,768

- Amount (` In Lacs) 1,325.58 - 1,325.58

(ii) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31st March, 2014 As at 31st March, 2013

Number of

shares held

% holding Number of

shares held

% holding

Equity shares with voting rights

Williamson Magor & Co. Ltd 4,319,043 32.58 4,319,043 32.58

Metal Centre Limited 1,454,200 10.97 1,454,200 10.97

United Machines Limited 929,126 7.01 929,126 7.01

Mcleod Russell India Limited 848,168 6.40 848,168 6.40

(iii) Aggregate number and class of shares bought back in the period of 5 years immediately preceding the Balance

Sheet date:

Particulars Aggregate number of shares

As at 31st

March, 2014

As at 31st

March, 2013

As at 31st

March, 2012

As at 31st

March, 2011

As at 31st

March, 2010

Equity shares with voting rights Nil Nil Nil Nil 195,294

The Company has only one class of shares referred to above as Equity Shares having par value of ̀ 10/-. Each holder

of equity share is entitled to one vote per share.


35

Note 4 Reserves and Surplus

` In Lacs

Particulars As at

31st March,

2014

As at

31st March,

2013

(a) Capital reserve

Balance at the beginning and end of the year 0.08 0.08

(b) Capital redemption reserve


(c) Securities premium account

Balance at the beginning and end of the year 1,811.18 1,811.18

(d) General reserve


(e) Surplus in Statement of Profi t and Loss

Opening balance 5,165.77 6,846.87

Add:(Loss) / Profi t for the year 238.67 (1,681.10)

Closing balance 5,404.44 5,165.77

Total 8,082.81 7,844.14

Note 5 Long-term Provisions

` In Lacs

Particulars As at

31st March,

2014

As at

31st March,

2013

(a) Provision for employee benefi ts: 62.91 61.38

Provision for compensated absences

(b) Provision - Others:

Provision for other contingencies (Refer Note 26.7) 204.41 226.83

267.32 288.21


36

Note 6 Short-term borrowings

` In Lacs

Particulars As at

31st March,

2014

As at

31st March,

2013

(a) Loans repayable on demand

Cash Credit from Bank (Secured) (Refer Note Below) 1,672.51 2,623.76

(b) Unsecured Short Term Loans 100.00 -

Total 1,772.51 2,623.76

Notes:

Details of security:

1. Equitable Mortgage created by way of Deposit of Title Deed on the Company’s immovable property situated at

Plot No.6, Kalyan Bhiwandi Industrial Area, Thane.

2. Hypothecation of present and future stocks of raw materials, semi-fi nished goods, fi nished goods and book

debts by way of fi rst charge and also by hypothecation of movable plant and machinery by way of fi rst charge.

Note 7 Trade payables

` In Lacs

Particulars As at

31st March,

2014

As at

31st March,

2013

Trade payables:

Acceptances 594.69 435.51

Other than Acceptances 1,758.25 1,982.02

Total 2,352.94 2,417.53

Note 8 Other current liabilities

` In Lacs

Particulars As at

31st March,

2014

As at

31st March,

2013

(a) Current maturities of long-term debt (Refer Note Below) - 500.00

(b) Interest accrued but not due on borrowings 3.44 -

(c) Unpaid dividends 12.56 12.62

(d) Other payables

(i) Statutory remittances (Contributions to PF and ESIC, Withholding

Taxes, Excise Duty, VAT, Service Tax, etc.)

49.12 52.49

(ii) Payable on purchase of Fixed Assets 37.68 64.32

(iii) Interest accrued on trade payables 5.09 -

(iv) Trade / security deposits received 6.55 1.52

(v) Advances from customers 4,067.48 1,799.74

(vi) Royalty and selling commission 264.64 78.68

(vii) Gratuity (Refer Note 27.2) - 5.67

(viii) Others 0.01 0.45

Total 4,446.57 2,515.49


37

Note

Details of terms of repayment and security provided for the Term Loan from IL & FS Financial

Services :

Secured by pledge of 850,000 shares of Mcnally Bharat Engineering Company Limited and further secured

by cross default arrangement on securities offered by Group Companies;

Terms of Repayment: Payable in eight equal installments of ` 125 Lacs on quarterly basis, commencing from

June, 2012 to March, 2014.

Rate of Interest : 475 basis points below the Long Term Borrowing Monthly Rate (LTBMR)of IL&FS. During

the year, the rate varied from 14% p.a. to 15.25% p.a. (Previous year 14% p.a.)

Note 9 Short-term provisions

` In Lacs

Particulars As at

31st March,

2014

As at

31st March,

2013

(a) Provision for employee benefi ts:

(i) Provision for bonus 20.78 20.87

(ii) Provision for compensated absences 21.90 23.41

42.68 44.28

(b) Provision - Others:

(i) Provision for tax (net of advance tax ` 259.40 lacs

(As at 31st March, 2013: ` 259.40 lacs)

277.13 259.40

(ii) Provision for Liquidated Damages (Refer Note 26.7) 5.75 24.33

282.88 283.73

325.56 328.01


38

Note 10 Fixed assets

` In Lacs

A. Tangible assets Gross block

Balance as at

1st April,

2013

Additions Disposals Balance as at

31st March,

2014

(a) Leasehold Land 1,139.56 - - 1,139.56

(Previous Year) (1,139.56) - - (1,139.56)

(b) Buildings 4,306.46 - - 4,306.46

(Previous Year) (4,299.24) (7.21) - (4,306.46)

(c) Plant and Equipment 1,486.82 29.09 - 1,515.91

(Previous Year) (1,507.56) (4.32) (25.06) (1,486.82)

(d) Furniture and Fixtures 460.82 2.50 - 463.32

(Previous Year) (458.17) (7.65) (5.00) (460.82)

(e) Vehicles 132.97 - - 132.97

(Previous Year) (132.97) - (132.97)

(f) Offi ce equipment 166.61 13.96 - 180.57

(Previous Year) (172.11) (12.44) (17.94) (166.62)

(g) Leasehold

improvements

- - - -

(Previous Year) - - - -

Total 7,693.24 45.55 - 7,738.79

Previous year 7,709.60 31.62 (48.00) 7,693.23

` In Lacs

B. Tangible assets Accumulated depreciation and impairment Net block

Balance as at 1st

April, 2013

Depreciation /amortisation expense for

the year

Eliminated on disposal

of assets

Balance as at 31st

March, 2014

Balance as at 31st

March, 2014

Balance as at 31st

March, 2013

(a) Leasehold Land 73.78 21.86 95.64 1,043.92 1,065.78

(Previous Year) (51.92) (21.86) - (73.78)

(b) Buildings 229.23 143.83 373.06 3,933.40 4,077.23

(Previous Year) (85.57) (143.65) (229.23)

(c) Plant and Equipment 364.04 104.82 - 468.86 1,047.05 1,122.77

(Previous Year) (287.34) (101.76) (25.06) (364.04)

(d) Furniture and Fixtures 63.06 28.95 - 92.01 371.31 397.76

(Previous Year) (38.56) (29.50) (5.00) (63.06)

(e) Vehicles 41.85 12.63 - 54.48 78.49 91.11

(Previous Year) (29.22) (12.63) - (29.22)

(f) Offi ce equipment 97.15 19.68 - 116.83 63.74 69.46

(Previous Year) (93.07) (21.48) (17.40) (97.16)

(g) Leasehold improvements - - - - -

(Previous Year) -

Total 869.11 331.77 - 1,200.88 6,537.91 6,824.12

Previous year 585.36 330.88 (47.46) 869.10 6,824.13 -


39

` in lacs

C. Intangible assets Gross block

Balance as at

1st April, 2013

Additions Disposals Balance as at

31st March,

2014

Computer Software 8.89 10.87 - 19.76

(Previous Year) - (8.89) - (8.89)

D. Intangible assets Accumulated depreciation and impairment Net block

Balance as at 1st

April, 2013

Depreciation /amortisation expense for

the year

Eliminated on disposal of

assets

Balance as at 31st March, 2014

Balance as at 31st March, 2014

Computer software 1.15 2.04 - 3.18 16.58

(Previous Year) - (1.15) - (1.15) (7.74)

Depreciation and amortization expense:

Particulars For the year ended

31st March, 2014

For the year ended

31st March, 2013

Depreciation and amortization for the year on tangible assets as per

Note 10 B

331.77 330.88

Amortization for the year on intangible assets as per Note 10 D 2.04 1.15

Depreciation and amortization relating to continuing operations 333.81 332.03

Note 11 Non-current investments

` In Lacs

Particulars As at 31st March, 2014 As at 31st March, 2013

Quoted (Nos.)

Total Quoted (Nos.)

Total

Investments (At cost): Trade

Investment in fully paid-up equity shares

a) Eveready Industries Limited of ` 5 each 2,71,337 244.48 2,71,337 244.48

b) Mcleod Russel India Limited of ` 5 each 66,666 71.72 66,666 71.72

c) Mcnally Bharat Engineering Company Ltd. of` 10 each - Refer Note 5 & 25.4 8,54,300 1,993.45

8,54,300 1,993.45

Total - Trade 2,309.65 2,309.65

Less: Provision for diminution in value of investments 520.48 399.16

Total 1,789.17 1,910.49

Aggregate amount of quoted investments 2,309.65 2,309.65

Aggregate market value of listed and quoted investments

911.02 701.38

Note 12 Long-term loans and advances

Unsecured, considered good

` In Lacs

Particulars As at31st March, 2014

As at31st March, 2013

(a) Capital advances - 52.65

(b) Security deposits 27.20 20.93

(c) Advance Tax & TDS Receivable (net of provisions ` 1,273.08 lacs (As at 31st March, 2013 ` 1,273.08 lacs) 443.44 443.45

Total 470.64 517.03


40

Note 13 Other non-Current Assets

` In Lacs



(a) Retention Money (unsecured, considered good) 342.25 -

(b) Balances with banks

- Balances held as margin money against guarantees 18.45 19.57

Total 360.70 19.57

Notes:

Balances with banks held as margin money include ̀ 18.45 lacs (previous year ̀ 19.57 lacs) having residual maturity

of more than 12 months.

Note 14 Inventories

(At lower of cost and net realisable value) ` In Lacs



(a) Raw materials 536.56 753.24

Goods-in-transit 43.57 34.35

Sub-Total 580.13 787.59

(b) Work-in-progress (Refer Note below) 195.63 286.62

(c) Finished goods 115.25 131.96

(d) Stores and spares 55.10 48.35

Total 946.11 1,254.52

Note: Details of inventory of work-in-progress

Dryers and Drying systems for Food Processing Industry and components 179.09 286.62

Process Equipments and components thereof 16.54 -

Total 195.63 286.62

Note 15 Trade receivables

` In Lacs



Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Unsecured, considered good 500.73 672.57

Doubtful 19.64 20.32

520.37 692.89

Less: Provision for doubtful trade receivables 19.64 20.32

500.73 672.57

Other Trade receivables

Unsecured, considered good 1,392.72 1,558.56

Total 1,893.45 2,231.13


41

Note 16 Cash and Bank Balances

` In Lacs



A. CASH AND CASH EQUIVALENTS

(a) Cash on hand 3.36 3.53

(b) Balances with banks

(i) In current accounts 66.45 237.26

Total Cash and Cash Equivalents 69.81 240.79

B. OTHER BANK BALANCES

In earmarked accounts

- Unpaid dividend accounts 12.56 12.62

- Balances held as Margin Money against guarantees & Other

Commitments

420.98 337.31

Total Other Bank Balances 433.54 349.93

Total 503.35 590.72

Note 17 Short-term loans and advances

Unsecured ` In Lacs



(a) Loans and advances to employees considered good 4.99 3.81

(b) Prepaid expenses considered good 19.55 9.79

(c) Security Deposits - 8.45

(d) Balances with government authorities considered good

(i) CENVAT credit receivable 207.33 248.97

(ii) VAT credit receivable 631.83 474.51

(iii) Service Tax credit receivable 115.45 221.29

(iv) Octroi and Duty Drawback receivable 288.21 210.90

1,242.82 1,155.67

(e) Advance to Vendors:

Considered good 437.68 192.25

Considered doubtful 30.98 -

468.66 192.25

Less: Provision for doubtful advances 30.98 -

437.68 192.25

(f) Inter-corporate deposits -

Considered good 450.00 825.00

Total 2,155.04 2,194.97


42

Note 18 Other current assets

` In Lacs



(a) Gross amount due from customers (Contract related activity) 3,503.81 1,488.66

(b) Accruals

(i) Interest accrued on Bank deposits 1.44 4.20

(ii) Interest accrued on intercorporate deposits 294.26 201.63

(c) Others

(i) Forward Premium on Derivatives 15.96 12.65

(ii) Gratuity Fund 25.48

(iii) Others 7.92 42.05

Total 3,848.87 1,749.19

Note 19 Revenue from operations

` In Lacs

Particulars For the year

ended 31st March,

2014

For the year

ended 31st March,

2013

(a) Sale of Manufactured products / Contract Revenue (Refer Note (i) below)

-Sale of products 3,849.55 3,916.35

-Contract Revenue 7,701.40 3,773.30

Sub-Total 11,550.95 7,689.65

(b) Sale of services (Refer Note (ii) below) 285.14 61.24

(c) Other operating revenues (Refer Note (iii) below) 335.79 164.79

12,171.88 7,915.68

Less:

(d) Excise duty (524.95) (554.01)

Total 11,646.93 7,361.67

Note

` In Lacs


ended 31st March,

2014

For the year

ended 31st March,

2013

(i) Sale of Manufactured products / Contract Revenue comprises :

Dryers and Drying systems for Food Processing Industry and components

3,380.61 3,312.98

Process Equipments and components thereof 8,170.34 4,376.67

Total 11,550.95 7,689.65

(ii) Sale of services comprises:

Erectioning and Commissioning 89.19 12.50

Annual Maintenance Services 21.26 28.74

Design and Engineering 174.69 20.00

Total 285.14 61.24


43

(iii) Other operating revenues comprise:

Sale of scrap 83.68 164.44

Rental Income 2.27 -

Write back of Advance from Customer 249.84 -

Job Work Income - 0.35

Total 335.79 164.79

Note 20 Other income

` In Lacs


ended 31st March,

2014

For the year

ended 31st March,

2013

(a) Interest income (Refer Note (i) below) 123.73 187.71

(b) Dividend income from long-term investments 13.21 12.54

(c) Net gain on foreign currency transactions and translation 101.48 -

(d) Other non-operating income (Refer Note (ii) below) 21.76 12.15

Total 260.18 212.40

` In Lacs


ended 31st March,

2014

For the year

ended 31st March,

2013

Note

(i) Interest income comprises:

Interest from banks on deposits 31.07 29.16

Interest on loans and advances 92.66 158.55

Total - Interest income 123.73 187.71

Note

(ii) Other non-operating income comprises:

Liabilities / provisions no longer required written back 17.81 4.88

Miscellaneous income 3.95 7.27

Total - Other non-operating income 21.76 12.15

Note 21.a Cost of materials consumed

Opening stock 787.60 853.53

Add: Purchases (including job work charges) 6,319.25 4,582.67

7,106.85 5,436.20

Less: Closing stock 580.13 787.60

Cost of material consumed 6,526.72 4,648.60

Material consumed comprises:

Steel 2,088.59 1,316.31

Components & Others 3,002.38 2,698.94

Total 5,090.97 4,015.25

Note 21.b Changes in inventories of fi nished goods and work-in-progress

Inventories at the end of the year:

Finished goods 115.26 131.96

Work-in-progress 195.63 286.62

310.89 418.58


44

Inventories at the beginning of the year:

Finished goods 131.96 262.12

Work-in-progress 286.62 432.02

418.58 694.14

Net (increase) / decrease 107.69 275.56

Note 22 Employee benefi ts expense

` In Lacs


31st March, 2014

For the year

ended

31st March, 2013

Salaries and wages 1,273.25 1,203.62

Contributions to provident and other funds (Refer Note 27.2) 123.19 143.42

Staff welfare expenses 61.79 62.48

Total 1,458.23 1,409.52

Note 23 Finance costs

` In Lacs


31st March, 2014

For the year ended

31st March, 2013

(a) Interest expense on:

(i) Borrowings 368.82 521.75

(ii) Trade payables 49.13 51.77

(b) Other borrowing costs 95.89 108.25

Total 513.84 681.77

Note 24 Other Expenses

` In Lacs


31st March, 2014

For the year ended

31st March, 2013Consumption of Stores, Spares and Loose Tools (Indigenous) 175.36 127.73 Subcontracting (Contract Labour) 71.94 10.36

Power and fuel 100.05 85.71

Rent including lease rentals (Refer Note 27.8) 28.10 33.31 Repairs and maintenance - Buildings 2.76 3.35 Repairs and maintenance - Machinery 20.71 9.56 Repairs and maintenance - Others 89.92 86.39 Royalty Charges 79.15 16.95 Insurance 33.84 20.99 Rates and taxes 5.64 23.11 Bank Charges 46.03 10.37 Travelling and conveyance 383.67 372.94 Freight and forwarding (net) 379.24 371.15 Sales commission 307.95 18.58 Site Expenses 60.43 64.10 Legal and professional 124.13 97.23 Liquidated Damages, Warranties and Rebates (Refer Note 27.7)

17.62 26.03

Payments to auditors (Refer Note (i) below) 15.28 16.76 Advances / Bad Debts written off 376.01 37.75

Less: Provision for Doubtful Debts / Advances / Liquidated Damages written back (19.46) 356.55 (12.56) 25.19 Net loss on foreign currency transactions and translation - 61.24 Adjustments to the carrying amount of long-term investments (Net)

121.31 215.87

Debit/ Credit Balances written off (Net) - 10.15


45

` In Lacs


31st March, 2014

For the year ended

31st March, 2013

Loss on Sale of Fixed Asset - 0.40 Donations and contributions 5.00 6.00 Miscellaneous expenses 216.47 194.23

Total 2,641.15 1,907.70

Notes:

Payments to the auditors comprises (net of service tax input credit, where applicable):

As auditors - statutory audit 12.00 11.50

For other services 3.00 5.00

Reimbursement of expenses 0.28 0.26

15.28 16.76

Note 25 Additional information to the fi nancial statements` In Lacs

Note Particulars As at31st March, 2014


25.1 Contingent liabilities and commitments (to the extent not provided for)

Contingent liabilities

(a) Letters of Credit outstanding as at the year end FDR of ` 439.43 lacs (previous year ` 356.88 lacs) pledged with banks against the LCs and Bank Guarantees.

2,441.17 377.55

(b) Demand Notice from DGFT for non-fulfi lling of export obligations. The Company expects no liability on this account

137.00 137.00

(c) The Company is a party to litigation by certain ex-employees in respect of claim for Superannuation fund dues/ retrenchment compensation arising around the year 2000-01. The Company has provided for the probable obligation. This is expected to materialize on resolution of the dispute.

- -

(d) During the year, the Company has received an order from Deputy Commissioner of Sales Tax, Mumbai for the year 2008-09. The Company has fi led an appeal with the Joint Commissioner of Sales Tax after payment of ` 1.5 lacs.

30.75 30.75

(e) During the year, the Company has received a Demand Notice from the Maharashtra State VAT Authority for the Assessment Year 2005-06. The Company has fi led an appeal against the said order.

111.98 -


46

Note Particulars As at31st March, 2014


(f) During the year, the Company has received a Demand Notice from the Central Sales Tax Authorities for the Assessment Year 2005-06. The Company has fi led an appeal against the said order.

In respect of (e) & (f) above, the total demand of Rs. 842 lacs is on account of non-production of “C” Forms which were lost and certain errors in assessment.

730.73 -

(g) During the year, the Company has received Demand Notice from the Income Tax Authorities disallowing certain expenses and Selling Commission expense for the Assessment Year 2011-12. The Company has preferred an appeal against the said order.

35.39 -

(h) Other claims not acknowledged as debts 0.80 0.80

25.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

(i) Principal amount remaining unpaid to any supplier as at the end of the accounting year

7.66 27.64

(ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year

- -

(iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day

- -

(iv) The amount of interest due and payable for the year

0.05 1.98

(v) The amount of interest accrued and remaining unpaid at the end of the accounting year

0.05 1.98

(vi) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid

- -

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identifi ed on the basis of information collected by the Management. This has been relied upon by the auditors.

25.3 Details on derivatives instruments and unhedged foreign currency exposures

Year Purpose No of Contracts Amount in FCY (in Lacs)

Amount(` in Lacs)

A. Outstanding forward exchange contracts entered into by the Company in USD

Current Firm Commitment 6 24.75 1,535.04

Previous Firm Commitment 8 15.88 857.47

B.The following are the foreign currency exposure not hedged as at the year end

Current Trade Receivables USD 12.60 753.31

EURO 0.30 24.64

Previous USD 6.73 363.17

EURO 0.30 20.69

Current Liabilities/Advance from customers USD 46.11 2,784.66

EURO - -

Previous USD 18.00 982.86

EURO - -


47

25.4 The Company holds investment in equity shares of Mcnally Bharat Engineering Company Limited (Book Value ` 1,993.45 lacs) as strategic investment on a long term basis. The Company is of the view that the diminution in value of ` 1,409.95 lacs (Previous Year ` 1,409.11 lacs) in these investments is temporary. Notwithstanding this, out of abundant caution, a provision of ` 400 lacs (Previous Year ` 200 lacs) including ` 200 lacs (Previous Year ` 200 lacs) during the year is made in the books.

` In Lacs

For the year ended31st March, 2014


25.5 Value of imports calculated on CIF basis :

Steel 413.14 17.73

Components and others 150.60 300.82

Total 563.74 318.55



25.6 Expenditure in foreign currency :

Travelling 64.53 94.69

Selling Commission 303.95 14.03

Royalty 88.37 16.95

Designing, engineering and consulting fees - 46.18

Legal & Professional - 8.78

Others - 1.16

Total 456.85 181.79

` In Lacs

25.7 Details of consumption of imported and indigenous items



` in lacs % ` in lacs %

Materials consumed

Indigenous 4,334.43 85.14% 3,681.84 91.70%

Imported 756.55 14.86% 333.41 8.30%

Total 5,090.98 100.00% 4,015.25 100.00%

` In Lacs



25.8 Earnings in foreign exchange :

FOB value of exports (including amounts invoiced against Works in progress)

4,403.58 2,281.33

Designing & Engineering Services 174.69 19.63

Other charges recovered 4.00 -

Total 4,582.27 2,300.96


48

Note 26 Disclosures under Accounting Standards

Note 26.1

In accordance with requirements of Accounting Standard 7 notifi ed by the Companies Accounting Standard Rules, 2006, the Company has recognized unbilled revenue during the year in respect of high value, long delivery orders which are delivered in parts over the execution period. The Unbilled revenue is calculated based on percentage of completion of individual contracts.

` In Lacs

Details of contract revenue and costs For the year ended 31st March, 2014


Contract revenue recognised during the year 7,701.40 3,773.30

For Contracts in Progress:

Aggregate of contract costs incurred and recognised profi ts (less recognised losses) upto the reporting date

4,743.77 2,837.90

Advances received 3,634.56 845.17

Retention money 527.20 108.11

Note 26.2

Employee benefi t plans

Defi ned contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defi ned contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specifi ed percentage of the payroll costs to fund the benefi ts. The Company recognised ` 70.49 lacs (Year ended 31st March, 2013 ` 68.37 Lacs) for Provident Fund contributions and ` 34.51 lacs (Year ended 31st March, 2013 ` 34.88 lacs) for Superannuation Fund contributions in the Statement of Profi t and Loss. The contributions payable to these plans by the Company are at rates specifi ed in the rules of the schemes.

The following table sets out the funded status of the Gratuity benefi t and the amount recognized in the fi nancial statements:

` In Lacs

Particulars For the year ended31st March, 2014


Components of employer expense

Current service cost 12.83 12.34

Interest cost 10.54 9.85

Expected return on plan assets (10.50) (8.86)

Past service cost - -

Actuarial losses/(gains) (12.78) 6.50

Total expense recognised in the Statement of Profi t and Loss

0.09 19.83

Actual contribution and benefi t payments for year

Actual benefi t payments (7.73) (18.51)

Actual contributions 31.21 26.98

Net asset / (liability) recognised in the Balance Sheet

Present value of defi ned benefi t obligation 132.42 127.73

Fair value of plan assets 157.88 122.07

Net asset / (liability) recognised in the Balance Sheet (25.46) 5.67

Change in defi ned benefi t obligations (DBO) during the year

Present value of DBO at beginning of the year 127.72 115.86

Current service cost 12.83 12.34

Interest cost 10.54 9.85


49

` In Lacs

Particulars For the year ended31st March, 2014


Actuarial (gains) / losses (10.95) 8.18

Past service cost - -

Benefi ts paid (7.73) (18.51)

Present value of DBO at the end of the year 132.42 127.72

Change in fair value of assets during the year

Plan assets at beginning of the year 122.06 103.05

Expected return on plan assets 10.50 8.86

Actuarial gain / (loss) 1.83 1.68

Actual contributions 31.21 26.98

Actual benefi t payments (7.73) (18.51)

Plan assets at the end of the year 157.88 122.06

Actuarial assumptions

Discount rate 9.33% 8.25%

Expected return on plan assets 8.70% 8.60%

Salary escalation 5.00% 5.00%

Attrition 2.00% 2.00%

Mortality table Indian Assured Lives Mortality (2006-08)

(Ultimate)

Indian Assured Lives Mortality (2006-08)

(Ultimate)

Experience adjustments 2013-14 2012-13 2011-12 2010-11 2009-10

Experience gain / (loss) adjustments on plan liabilities (4.49) 5.70 6.80 4.24 1.29

Experience gain / (loss) adjustments on plan assets 1.83 1.68 1.54 1.20 0.49

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the infl ation, seniority, promotion, increments and other relevant factors.

100% of Plan Assets are invested in Group Gratuity Scheme offered by LIC of India, an insurance Company.

26.3 Based on the guiding principles given in the Accounting Standard on ‘Segment Reporting’ (AS-17) issued by the Institute of Chartered Accountants of India, the primary segment of the Company is business segment which comprises of Engineering Segment. As the Company operates in a single primary business segment, no segment information thereof is given.

Segment information for secondary segment reporting (by geographical segments).

The Company has a customer base within and outside India.` In Lacs

Particulars India Outside India Total

Revenue 7,068.66

(5,060.71)

4,578.27

(2,300.96)

11,646.93

(7,361.67)

Segment Assets 17,795.34

(16,958.86)

777.95

(383.86)

18,573.29

(17,342.72)

Segment Liabilities 6,380.27

(7,190.17)

2,784.66

(982.86)

9,164.93

(8,173.03)

Capital Expenditure 64.65

(57.13)

-

-

64.65

(57.13)

Previous year fi gures are in brackets


50

26.4 Related Party Disclosure:

In Lacs

Sr.No.

Name of Related Party

Nature of Relationship

Nature of Transaction Transactions during the year

Current year Previous year

1 Mr. Supriya Mukherjee

Key Management Personnel

Managerial Remuneration 144.37 144.66

Payable as on 31st March 15.79 24.98

2 Williamson Magor & Co. Ltd.

Company having signifi cant infl uence

Service Charges 24.00 24.14

Rent 17.50 16.25

Electricity Expenses 4.48 4.97

Payable as on 31st March 4.53 25.14

26.5 Earnings Per Share : ` In Lacs

Earning Per Share (Basic / Diluted) Current year Previous year

A. (Loss)/ Profi t after Tax 238.67 (1,681.13)

B. Weighed Average Number of Equity Shares used (in Lacs) 132.56 132.56

C. Basic / Diluted Earnings per Share (A/B) (In `) 1.80 (12.68)

26.6 Deferred tax (liability) / asset

` In Lacs

Particulars As at 31st March, 2014

As at 31st

March, 2013

Tax effect of items constituting deferred tax liability

On difference between book balance and tax balance of fi xed assets (344.99) (306.99)

Tax effect of items constituting deferred tax liability (344.99) (306.99)

Tax effect of items constituting deferred tax assets

Expenses allowable on payment basis under Income Tax Act 273.89 186.73

Unabsorbed Depreciation 71.10 120.26

Tax effect of items constituting deferred tax assets 344.99 306.99

Net Deferred Tax Asset - -

The Company has recognised deferred tax asset on unabsorbed depreciation to the extent of the corresponding deferred tax liability on the difference between the book balance and the written down value of fi xed assets under Income Tax.

26.7 Disclosure of provisions as required by Accounting Standard 29

` In Lacs

Description of Provision Opening Balance

Amount used during the

year

Excess Provision

Written back

Provisions made during

the year

Closing Balance

Provision for Contingencies (Claims under litigation)*

226.83 22.41 - - 204.42

(236.65) (9.82) (-) (-) (226.83)

Provision for Liquidated Damages

24.33 18.58 0.00 - 5.75

(33.85) (9.95) (5.62) (5.75) (24.33)

(Figures for the previous year are shown in bracket)

*Refer Note 25.1(i)( c)

Swirl Dryer - Pilot Plant

Carbon Black Pelletizers

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Plot No.6, MIDC Industrial Area, Saravali,Kalyan-Bhiwandi Road, Thane – 421 311.

If undelivered please return to:

BOOK-POST

A Williamson Magor Group Enterpise

1

(A Williamson Magor Group Enterprise)

REGD. OFFICE : Four Mangoe Lane, Surendra Mohan Ghosh Sarani, Kolkata - 700 001.

Website : www.kilburnengg.com

CIN : L24232WB1987PLC042956

NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the Twenty-Sixth Annual General Meeting of the Company will be held on Tuesday, 30th September, 2014 at 10:30 a.m. at Williamson Magor Hall, The Palladian Lounge, The Bengal Chamber of Commerce & Industry, 6, Netaji Subhash Road, Kolkata - 700 001 to transact the following business:

ORDINARY BUSINESS:

1. Toreceive,considerandadopttheAuditedStatementofProfitandLoss,CashFlowStatementfortheyearended31st March, 2014 and Balance Sheet as at 31st March, 2014, Auditors’ Report thereon and Directors’ Report along with Management Discussion & Analysis Report and Report on Corporate Governance for the year ended 31st March, 2014.

2. To appoint a Director in place of Mr. Deepak Khaitan( holding DIN 00023780), who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint a Director in place of Mr. Amritanshu Khaitan (holding DIN 00213413), who retires by rotation and being eligible, offers himself for reappointment.

4. ToappointStatutoryAuditorstoholdofficeforthreeyearsfromtheconclusionofthisAnnualGeneralMeetingtilltheconclusionoftheAnnualGeneralMeetingfortheyearendedMarch31,2017,subjecttoratificationoftheirappointmentateveryAnnualGeneralMeeting,andauthorizetheBoardtofixtheirremuneration.M/sDeloitteHaskins&Sells,CharteredAccountants(FRN:117364W),retiringAuditorsbeing eligible, offer themselves for reappointment.

Special Business

Toconsiderand,ifthoughtfit,topass,withorwithoutmodification(s),thefollowingResolutions:-

5. As an Ordinary Resolution - appointment of Mr. Subir Ranjan Dasgupta as Independent Director:

“RESOLVED that Mr. Subir Ranjan Dasgupta (holding DIN: 01401511), a Non-Executive Director, be and is hereby appointed as an Independent Director of the Company, in accordance with the provisions of Sections 149, 150 and 152 of the Companies Act, 2013 (the Act) read with Schedule IV and any other applicable provisions of the Act, and the Rules made thereunder (including any statutory modification(s)orre-enactmentthereofforthetimebeinginforce),toholdofficeforaperiodoffiveconsecutiveyearsfromtheconclusionoftheCompany’sTwenty-sixthAnnualGeneralMeetingtotheconclusionoftheCompany’sThirty-firstAnnualGeneralMeeting.”

6. As an Ordinary Resolution - appointment of Mr. Padam Kumar Khaitan as Independent Director :

“RESOLVED that Mr. Padam Kumar Khaitan (holding DIN: 00019700), a Non-Executive Director, be and is hereby appointed as an Independent Director of the Company, in accordance with the provisions of Sections 149, 150 and 152 of the Companies Act, 2013 (the Act) read with Schedule IV and any other applicable provisions of the Act, and the Rules made thereunder (including any statutory modification(s)orre-enactmentthereofforthetimebeinginforce),toholdofficeforaperiodoffiveconsecutiveyearsfromtheconclusionoftheCompany’sTwenty-sixthAnnualGeneralMeetingtotheconclusionoftheCompany’sThirty-firstAnnualGeneralMeeting.”

7. As an Ordinary Resolution - appointment of Mr. Manmohan Singh as Independent Director :

“RESOLVED that Mr. Manmohan Singh (holding DIN: 00699314 ), a Non-Executive Director, be and is hereby appointed as an Independent Director of the Company, in accordance with the provisions of Sections 149, 150 and 152 of the Companies Act, 2013 (the Act) read with ScheduleIVandanyotherapplicableprovisionsoftheAct,andtheRulesmadethereunder(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce),toholdofficeforaperiodoffiveconsecutiveyearsfromtheconclusionoftheCompany’sTwenty-sixthAnnualGeneralMeetingtotheconclusionoftheCompany’sThirty-firstAnnualGeneralMeeting.”

8. As an Ordinary Resolution - appointment of Mr. Gobind Saraf as Independent Director :

“RESOLVED that Mr. Gobind Saraf (holding DIN: 00206447), a Non-Executive Director, be and is hereby appointed as an Independent Director of the Company, in accordance with the provisions of Sections 149, 150 and 152 of the Companies Act, 2013 (the Act) read with ScheduleIVandanyotherapplicableprovisionsoftheAct,andtheRulesmadethereunder(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce),toholdofficeforaperiodoffiveconsecutiveyearsfromtheconclusionoftheCompany’sTwenty-sixthAnnualGeneralMeetingtotheconclusionoftheCompany’sThirty-firstAnnualGeneralMeeting.”

9. As a Special Resolution - appointment of Mr. Supriya Mukherjee as Managing Director for three years :

“RESOLVED that consent of the Members be and is hereby accorded to the appointment of Mr. Supriya Mukherjee (holding DIN: 00127747 ) as Managing Director of the Company, pursuant to the provisions of Sections 196, 197 and 203 of the Companies Act, 2013 (Act)andanyotherapplicableprovisionsof theActandtheRulesmadethereunderreadwithScheduleVtotheActand/orsubjectto such approvals as necessary, for a period of three years with effect from April 1, 2014, upon the terms and conditions including remuneration as approved by the Board of Directors on the recommendation of the Remuneration Committee and as set out in the ExplanatoryStatementinrespectofthisitemofbusiness,attachedherewith.”

10. As an Ordinary Resolution - Remuneration of Cost Auditor:

“RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, and the Rules thereof,(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce),theremunerationoftheCostAuditors,

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M/s.D.Sabyasachi&Co.(FirmRegistrationNo.00369),forauditingtheCostRecordsoftheCompanyinrespectoftheproducts,asmaybe applicable, for the year ending March 31, 2015, as approved by the Board of Directors on the recommendation of the Audit Committee andassetoutintheExplanatoryStatementinrespectofthisitemofbusiness,beandisherebyratified.”

By Order of the Board of Directors

Kolkata

13th August, 2014 Arvind Bajoria

Company Secretary

Regd.Office:

FOUR MANGOE LANE,

SURENDRA MOHAN GHOSH SARANI

KOLKATA – 700 001

CIN : L24232WB1987PLC042956

NOTES:

I. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE THEREAT INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY FORMS IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE AT LEAST 48 HOURS BEFORE THE MEETING. A PROXY/PROXIESSOAPPOINTEDSHALLHAVENORIGHTTOSPEAKATTHEMEETING.

II. Voting through electronic means - instructions:

The Company is pleased to provide e-voting facility to its Members in respect of the business to be transacted at the Annual General Meeting (AGM). The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the e-voting facilities.

E-voting period will commence from September 24, 2014 at 10:00 a.m. (IST) and will end on September 26, 2014 at 6:00 p.m. (IST). The e-voting module shall be disabled by CDSL for voting thereafter. The e-voting particulars are being communicated through the Attendance Slip cum Proxy Form.

1. The procedure and instructions for e-voting are as under:

(a) Log on to the e-voting website www.evotingindia.com

(b) Clickon“Shareholders”tab.

(c) NowEnteryourUserID(ForCDSL:16digitsbeneficiaryID;ForNSDL:8CharacterDPIDfollowedby8DigitsClientID);MembersholdingsharesinPhysicalFormshouldenterFolioNumberregisteredwiththeCompanyandthenentertheImageVerificationasdisplayed and Click on Login.

(d) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.

(e) Ifyouareafirsttimeuserfillupthefollowingdetailsintheappropriateboxesandfollowthestepsgivenbelow:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• MemberswhohavenotupdatedtheirPANwiththeCompany/DepositoryParticipantarerequestedtousethefirsttwolettersoftheirnameandthe8digitsofthefolionumberinthePANfield.

• Incasethefolionumberislessthan8digitsentertheapplicablenumberof0’sbeforethenumberafterthefirsttwocharactersofthenameinCAPITALletters.Eg.IfyournameisRameshKumarwithfolionumber1thenenterRA00000001inthePANfield.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account orfolioindd/mm/yyyyformat.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.• Pleaseenter theDOBorDividendBankDetails inorder to login. If thedetailsarenot recordedwith the

depositoryorcompanypleaseenterthenumberofsharesintheDividendBankdetailsfield.

(f) Afterenteringthesedetailsappropriately,clickon“SUBMIT”tab.

(g) Members holding shares in physical form will then reach directly, the Company selection screen. However, members holding shares indematformwillnowreach‘PasswordCreation’menuwhereintheyarerequiredtomandatorilyentertheirloginpasswordinthenewpasswordfield.KindlynotethatthispasswordistobealsousedbythedematholdersforvotingforresolutionsofanyotherCompany on which they are eligible to vote, provided that the Company opts for e-voting through CDSL platform. It is strongly recommendednottoshareyourpasswordwithanyotherpersonandtakeutmostcaretokeepyourpasswordconfidential.

(h) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice

(i) Click on the EVSN for the relevant <“Kilburn Engineering Limited”> on which you choose to vote. (EVSN 140819045)

(j) Onthevotingpage,youwillsee“RESOLUTIONDESCRIPTION”andagainstthesametheoption“YES/NO”forvoting.Selecttheoption YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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(k)Clickonthe“RESOLUTIONSFILELINK”ifyouwishtoviewtheResolutions.

(l) Afterselectingtheresolutionyouhavedecidedtovoteon,clickon“SUBMIT”.Aconfirmationboxwillbedisplayed.

Ifyouwishtoconfirmyourvote,clickon“OK”,elsetochangeyourvote,clickon“CANCEL”andaccordinglymodifyyourvote.

(m) Onceyou“CONFIRM”yourvoteontheresolution,youwillnotbeallowedtomodifyyourvote.

(n) Youcanalsotakeoutprintofthevotingdonebyyoubyclickingon“Clickheretoprint”optionontheVotingpage.

(o) IfDemataccountholderhasforgottenthechangedpasswordthenEntertheUserIDandImageVerificationandclickonForgotPassword & enter the details as prompted by the system.

(p) i. Institutionalshareholders(i.e.otherthanIndividuals,HUF,andNRIetc.)arerequiredtologontohttps://www.evotingindiaco.in and register themselves as Corporates. The scanned copy of the Registration Form bearing the stamp and signature of [email protected].

ii. After receiving the login details they have to create a user in order to able to link the account(s) which they wish to vote on.

iii. Thelistofaccountsshouldbemailedtohelpdesk.evoting@cdslindia.comandonapprovaloftheaccountsandthentheywould be able to cast their vote.

iv. They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

2. Institutionalshareholders(i.e.otherthanindividuals,HUF,NRIetc.)arerequiredtosendscannedcopy(PDF/JPGFormat)oftherelevantBoardResolution/Authorityletteretc.togetherwithattestedspecimensignatureofthedulyauthorizedsignatory(ies)whoare authorized to vote through e-mail at [email protected] or [email protected]@gmail.comwithacopymarkedtohelpdesk.evoting@cdslindia.combeforeSeptember25,2014withoutwhichthevoteshallnotbetreatedasvalid.

3. Incaseyouhaveanyqueriesorissuesregardinge-voting,pleasecontacttheCompanyorRegistrar&ShareTransferAgentsorsendmail [email protected]@cal.vsnl.net.in.Youmayalsosendmail tohelpdesk.evoting@cdslindia.comorrefertotheFrequentlyAskedQuestions(“FAQs”)ande-votingmanualavailableatwww.evotingindia.co.in.

4. ThevotingrightsofshareholdersshallbeinproportiontotheirsharesofthepaidupequitysharecapitaloftheCompany.

5. Mr.AtulLabh,PracticingCompanySecretary(FCS:4848)ofM/s.A.K.Labh&Co.,CompanySecretaries,hasbeenappointedastheScrutinizertoscrutinizethee-votingprocessinafairandtransparentmanner,[email protected].

6. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

7. The Results shall be declared at or after the AGM of the Company. The Results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.kilburnengg.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company.

III.ThedetailsofDirectorsseekingre-appointmentatthisAnnualGeneralMeetingasrequiredunderClause49oftheListingAgreementisannexed hereto.

IV. Membersholdingsharesinphysicalformarerequestedtonotifyimmediatelychangeofaddress,transfer,demat,ECScreditrequest,ifany,totheRegistrarsandTransferAgentsoftheCompanyi.e.M/sMaheshwariDatamaticsPvt.Ltd.at6,Mangoelane,SurendraMohanGhoshSarani,2ndFloor,Kolkata-700001.TelNo.:(033)22435809/5029;22482248;FaxNo.:(033)22484787;e-mail:[email protected].

V. Membersholding shares indematmodeare requested tonotify any change in address,BankDetails,ECSCredit request to theirrespective depository participants and make sure that such changes are recorded by them.

VI. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 23rd September, 2014 to Tuesday, 30thSeptember, 2014 (both days inclusive).Duly executed and stamped transfer deeds, alongwith the relativeShareCertificates,should be submitted to the Company’s Registrar & Share Transfer Agents before the closure of the Register of Members for registration of transfers.

VII. The members who have not encashed their Dividend warrants or who have not received the Dividend for the FY 2008-09, FY 2009-10 and FY 2010-11 should approach the Registrars & Transfer Agents of the Company. It may be noted that the amount of dividend remaining unclaimed for a period of Seven (7) years shall be transferred to the Investor Education and Protection Fund as per the provisions of Section 205C of the Companies Act, 1956.

VIII. Members/ProxiesshouldbringtheAttendanceSlipsentherewith,dulyfilledin,forattendingtheAnnualGeneralMeeting.TheyarealsorequestedtobringtheircopiesoftheAnnualReport(mailedseparatelytoallthemembers)tothemeeting.

IX. Queriesonaccounts,ifany,shouldreachtheRegisteredOfficeoftheCompanyatleastsevendaysbeforethemeeting.

X. Pursuant to provisions to section 101 read with other applicable provisions of The Companies Act, 2013, we propose to send all the documents to be sent to Shareholders like General Meeting Notices (including AGM), Audited Financial Statements, Directors’ Report, Auditors’ Report, etc. in electronic form, to their e-mail address.

Membersholdingsharesinphysicalformarerequestedtointimate/updatetheiremailaddressto/withM/sMaheshwariDatamaticsPvt.Ltd.at6,Mangoelane,SurendraMohanGhoshSarani,2ndFloor,Kolkata-700001.Thoseholdingsharesindematmodearerequestedtointimate/updatetheiremailaddressto/withtheirdepositoryparticipants.Werequestyourwhole-heartedsupporttothisinitiativebyco-operating the Company in implementing this.

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XI. The Securities & Exchange Board of India ( SEBI ) has mandated the submission of Permanent Account Number (PAN) by every participantinsecuritiesmarkettransactionandoff-market/privatetransactionincluding,transferofsharesheldinphysicalform,deletionof name of the deceased shareholder(s), where the shares are held in the name of two or more shareholders, transmission of shares to the legal heir(s), where deceased shareholder was the sole holder of shares and transposition of shares - when there is a change in the order of names in which physical shares are held jointly in the names of two or more shareholders.

By Order of the Board of Directors

Kolkata Arvind Bajoria13th August, 2014 Company SecretaryRegd. Office :Four Mangoe Lane, Surendra Mohan Ghosh SaraniKolkata – 700 001CIN : L24232WB1987PLC042956

Particulars of the Directors seeking Appointment / re-appointment in the Annual General Meeting,

asrequiredpursuanttoClause49oftheListingAgreement:

Name of Director Mr. Deepak Khaitan Mr. Amritanshu Khaitan

Type Non Executive Director Non Executive Director

Date of Birth 09/05/1955 07/11/1982

Date of Appointment 16/07/2004 27/02/2005

Qualification B. Com (Hons), MBA (Geneva) B. Com (Hons), MBA from London Business School

No.ofEquitySharesheld 1201 Nil

ExpertiseinSpecificFunctional area

Mr. Khaitan hails from a renowned family of industrialists and an industrial entrepreneur himself he has over 30 years of experience in steering diverse business enterprises in India. Mr. Khaitan continues to be the Non-Executive Chairman of the Company.

He hails from a renowned family of industrialists and has industry experience as a successful businessman who has an active interest in the activities of the Company.

Directorships held in other Companies (as on 31-03-2014 )

Eveready Industries India Ltd.McLeod Russel India Ltd.McNally Bharat Engineering Co. Ltd.McNally Sayaji Engineering Ltd.Williamson Magor & Co. Ltd.Williamson Financial Services Ltd.Litez India Ltd.MBE Coal & Mineral Technology India Pvt. Ltd.Babcock Borsig LtdIndivar Commercial Pvt. Ltd.Turf Properties Pvt. Ltd.

Eveready Industries India Ltd.McNally Bharat Engineering Co. Ltd.Ichamati Investments Ltd.United Machine Co. Ltd.QueensParkPropertyCo.Ltd.Nitya Holding and Properties Ltd.Seajuli Developers & Finance Ltd.Prana Lifestyle Pvt. Ltd.Litez India Ltd.Indian Chamber of Commerce, Calcutta

Particulars of Committee Chairmanship/Membership held in other Companies

Audit Committee & Remuneration CommitteeMembership in Babcock Borsig Ltd.

Nil

Name of Director Mr. Subir Ranjan Dasgupta Mr. Padam Kumar Khaitan

Type Independent Director Independent Director

Date of Birth 10/10/1945 24/05/1953

Qualification B. A. Economics B. Com., Attorney at Law

No.ofEquitySharesheld Nil Nil


Mr. Subir Ranjan Dasgupta has vast experience in managing the business and affairs of large Companies. He has held positions as Area Chairman of Eveready Battery Company Asia and Africa for handling responsibility for all Asia and Africa Operations(1998-99),theVicePresident/ManagingDirector of Eveready Singapore Pte. Ltd. (1996-98) and President Director - PT Eveready Company Indonesia,Jakarta(1986-95).

He hails from a family of renowned Lawyers. Mr. Khaitan is one of the Partners of Messers Khaitan & Co., Advocates, Notaries, Patent & Trademarks Attorneys. During his long career with Messers Khaitan & Co. as a lawyer, he has in depth exposure to and active considerable experience and expertise in Law and Legal matters in Corporate, Commercial, Financial,BankingandTaxationfields,JointVentures,Foreign Collaboration and Investment, Litigation, Arbitration, Real Estate, Trusts and clientele work for individuals.

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Directorships held in other Companies (as on 31-03-2014)

Eveready Industries India Ltd.McNally Bharat Engineering Co. Ltd.McNally Sayaji Engineering Ltd. China Town Properties Pvt. Ltd. Cairnhill Development Pvt. Ltd.Cairnhill Stud Firm Pvt. Ltd.Calsin Overseas Pvt. Ltd.Space Olympia Properties Pvt. Ltd.Cairnhill Infrastructure Pvt. Ltd.Olympia Cairnhill Development Pvt. Ltd.,Trans Global PLC Transglobal Group Ltd. UKWaterbright PTE Ltd. Singapore Novener SASUniross SAMBE Cologne Engineering GmbhMBE Coal & Minerals Technology GmbH MBE Mineral Technologies Pte. Ltd.Hatyward Tyler Group Plc.

Ramkrishna Forgings Ltd. Rungamattee Tea & Industries Ltd. Williamson Magor & Co. Ltd. Cheviot Company Ltd. R. V. Investment & Dealers Ltd.Khaitan Consultants Ltd.GJSHotelsLtd.Asian Hotels (East) Ltd.McNally Sayaji Engineering Ltd.Manjushree Plantations Ltd.Time Leverage Instruments (P) Ltd.Auro Holdings Pvt. Ltd.Auro Investments Pvt. Ltd.ITSA Warehouses Pvt. Ltd.NOTT Investments Pvt. Ltd.Upper Ganges & Sugar Industries Ltd. Trans Global Plc.


Audit CommitteeMemberMcNally Sayaji Engg. Ltd.McNally Bharat Engineering Co. Ltd.Eveready Industries India Ltd.Shareholders’ Grievance CommitteeChairmanEveready Industries India Ltd.

Audit Committee MemberWilliamson Magor & Co. Ltd.

Shareholders’ Grievance Committee ChairmanManjushree Plantations Ltd.Asian Hotels (East) Ltd.

MemberWilliamson Magor & Co. Ltd.McNally Sayaji Engg. Ltd.

Remuneration Committee MemberWilliamson Magor & Co. Ltd.Asian Hotels (East) Ltd.

Name of Director Mr. Gobind Saraf Mr. Manmohan Singh Mr. Supriya Mukherjee

Type Independent Director Independent Director Managing Director

Date of Birth 16/08/1944 13/03/1949 03/02/1955

Qualification B. A. Economics B. Com., Attorney at Law B. Com ( Hons), FCA

No.ofEquitySharesheld 91 Nil Nil


Mr. Saraf has vast experience in overall management of the Companies especially in printing industry. He is associated with Ganges Printing Company Limited since 37 years wherein he is in charge of finance, operations andits overall management.

He is a graduate from St. Stephens College Delhi with an Honours degree in Economics as also holds LLB degree from Law University, Delhi. He has over 36 years of experience in Hotel and Travel Industry. Manor Hotel, owned by him, is one of the Delhi’s firstdesigner boutique hotel and wonaccolade as one of the world’s best new hotels in the year 1991 by Conde Nast. He also has an active interest in Golf.

Mr. Mukherjee is a fellow member of The Institute of Chartered Accountants of India and has more than 37 years post qualificationexperience. He has considerable experience in the overall management of Companies with particular emphasis on Finance, Commercial, HRD, Factory Operations, Projects, Restructuring etc. He has been associated with Williamson Magor Group for more than two decades. Mr. Mukherjee inhiscapacityasGroupPresident/Advisor has served on the Board as Non-Executive Director of a number of listed Engineering Companies formerly belonging to the Group

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Directorships held in other Companies(as on 31-03-2014)

Williamson Financial Services Ltd.The Ganges Printing Co. Ltd.

Manor Travels Pvt. Ltd.Manor Hotels Pvt. Ltd.Glen Eagles Golf Club Pvt. Ltd.Delhi Golf and Country Club P. Ltd.Nineteenth Hole Golf Club P. Ltd.Forest Hills Golf and Country Club P. Ltd.Pat Pong Golf Club Pvt. Ltd.Pat Pong Golf Club Pvt. Ltd.Big Balls and Stiff Shafts Golf Club Pvt. Ltd.

Nil


Nil Nil Nil

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item Nos. 5 to 8

Mr. Subir Ranjan Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind Saraf are Non-Executive Directors of the Company and have been Independent Directors of the Company in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

In terms of Section 149 and any other applicable provisions of the Companies Act, 2013 (the Act), Mr. Subir Ranjan Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind Saraf each being eligible for appointment, are proposed to be individually appointed asIndependentDirectorsforfiveconsecutiveyearsforatermuptotheconclusionofthe31stAnnualGeneralMeetingoftheCompany.TheCompany has also received declarations from Mr. Subir Ranjan Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind Saraf, that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

IntheopinionoftheBoard,Mr.SubirRanjanDasgupta,Mr.PadamKumarKhaitan,Mr.ManmohanSinghandMr.GobindSaraf,eachfulfillthe conditions specified in theCompaniesAct, 2013 and rulesmade thereunder for his /her individual appointment as an IndependentDirector of the Company and each are individually independent of the management. The Board considers that each of the above mentioned director’scontinuedassociationwouldbeofimmensebenefittotheCompanyanditisdesirabletocontinuetoavailservicesofeachoftheabove mentioned Directors as Independent Directors. Accordingly, the Board recommends the resolutions by way of Ordinary Resolutions as set out as above under Items 5 to 8, in relation to the individual appointments of Mr. Subir Ranjan Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind Saraf as Independent Director, for the approval by the shareholders of the Company. Notice(s) has been receivedfrommember(s)alongwiththedepositsofrequisiteamountsunderSection160oftheActproposingeachofMr.PadamKumarKhaitan,Mr.SubirRanjanDasgupta,Mr.GobindSarafandMr.ManmohanSinghascandidate(s)fortheofficeofIndependentDirectorsoftheCompany.Thedetailswithregardtoage,qualification,expertiseanddirectorshipsinotherIndianCompaniesaswellasshareholdingintheCompany of the above mentioned Independent Directors as at March 31, 2014 have been provided as above.

Copies of the draft letters for appointment of Mr. Subir Ranjan Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind SarafasIndependentDirectorssettingoutthetermsandconditionswouldbeavailableforinspectionbythemembersattheRegisteredOfficeof the Company during normal business hours on any working day, excluding Saturday.

Except Mr. Subir Ranjan Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind Saraf being individual appointee(s), none oftheDirectorsandKeyManagerialPersonneloftheCompanyandtheirrelativesisconcernedorinterested,financiallyorotherwise,intheirrespective resolutions set out at Item Nos. 5 to 8.

Item No. 9

The Board of Directors at its meeting held on February 14, 2014, resolved to appoint Mr. Supriya Mukherjee as Managing Director of the Company for a period of three years with effect from April 1, 2014 on the following principal terms and conditions pursuant to the relevant provisions of the Companies Act, 2013 read with Schedule V to the said Act and subject to the approval of the shareholders in a General Meetingand/ortheCentralGovernmentapprovalasmaybenecessary.Thesaidtermsandconditionsareinlinewiththetermsapprovedbythe members in AGM held on 24th September, 2011 for the previous tenure.

Salary : Rs. 4,50,000 per month with such revisions that may be approved by the Board from time to time in the salary grade of Rs.4,50,000 to Rs.6,00,000 per month.

Bonus:Equivalenttosixmonth’ssalaryinayear.

Perquisites:

Housing : Free furnished accommodation with the cost of gas, electricity, water, soft furnishings and telephone being borne by the Company. Cost of personal long distance calls will be borne by Mr. Mukherjee. In case no accommodation is provided to Mr. Mukherjee, he will be paid House Rent Allowance at the rate of 60% of his salary.

Car : Company car with driver under the Company’s Scheme applicable for senior executive staff of the Company.

Medical Reimbursement for self, spouse, dependent children and dependent parents, at actuals including cost of medical insurance.

LeaveTravelAssistance:TheamountofLTAperyearisRs.4,50,000/-forselfandfamilyonceinayear.AsperapplicablerulesoftheCompany, a minimum 15 days Privilege Leave must be availed to be eligible for LTA.

Club Fees : Reimbursement of club membership fees for existing membership of clubs. He may be paid enrolment fee in respect of any new club membership, if approved by the Board of Directors.

Leave Encashment : Mr. Mukherjee is entitled to 30 days’ leave per annum ( Privilege Leave ) for every completed year of service, which may be accumulated upto a maximum of 300 days and encashed as per basic salary received at the end of tenure.

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Others

Personal Accident Insurance and other perquisites which are applicable to senior executive staff of the Company shall also apply to Mr. Mukherjee.

Other Allowances : A special allowance of Rs. 50,000 per month. In addition other allowances may be paid as may be decided by the Board from time to time for payment in lumpsum or by way of periodic payments.

RetiralBenefits:ContributionstoProvidentFund,GratuityFundandPensionFundasperrulesoftheCompany.

MinimumRemuneration:IntheeventoflossorinadequacyofprofitsinanyfinancialyearduringthetenureofMr.Mukherjee,Mr.Mukherjeewill be paid the remuneration as above as minimum remuneration subject to the provisions of Section II of Part II of Schedule V of the CompaniesAct,2013and/orsubjecttotheapprovaloftheCentralGovernmentifnecessary,notwithstandingthelimitsprescribedinSectionII of Part II of Schedule V of the Companies Act, 2013.

Leave : Mr. Mukherjee will be entitled to leave with full pay, as per applicable rules of the Company.

Nature of Duties : Mr. Mukherjee will devote his whole time and attention to the business and affairs of the Company and perform such duties and exercise such powers as may be assigned to him from time to time by the Board.

Sitting Fees : Mr. Mukherjee shall not be entitled to any sitting fees for attending meetings of the Board of Directors or Committees thereof.

Theafore-mentionedappointmentofMr.MukherjeeandthetermsastoremunerationrequirestheapprovaloftheMembersingeneralmeetingby Special Resolution. The above terms as to remuneration have been approved by the Remuneration Committee of the Board.

Theaforementionedre-appointmentandtermsastoremunerationdoesnotrequiretheapprovaloftheCentralGovernmentasthesamewasmade pursuant to the provisions of Sections 198, 269, 309 and 310 of the Companies Act, 1956 read with Schedule XIII to the Act as well asintermsofGeneralCircularNo.46/2011datedJuly14,2011oftheMinistryofCompanyAffairs,atthemeetingoftheBoardofDirectorsheldonFebruary,7,2014,whenthesaidsectionswereinforceandnowrequirestheapprovaloftheMembersingeneralmeetingbyspecialresolution.Intheeventoflossorinadequacyofprofitsinanyfinancialyear,duringthetenureofMr.Mukherjee,hewillbepaidremunerationas set out above as minimum remuneration, notwithstanding the limits prescribed in Section II of Part II of Schedule V of the Companies Act, 2013.

The Resolution(s) set out in Item No. 9 is accordingly proposed to be passed by way of a Special Resolution and the Board recommends the same for approval of the Members.

INFORMATION IN TERMS OF SCHEDULE V TO THE COMPANIES ACT, 2013 (CORRESPONDING TO SCHEDULE XIII TO THE COMPANIES ACT, 1956)

I. General Information:

Nature of Industry : Engineering

Date of commencement of : The Company was incorporated in 1987 and Commercial production had already commenced production

Financial performance based on given indicators : (For the year ended March 31, 2014)

Particulars Rs. In Lacs

Sales and other Income 11907.09

Gross Profit before interest, finance charges and depreciation

Interest & Finance Charges 513.84

Depreciation 333.81

ProfitbeforeTax 325.70

Tax Expenses 87.00

ProfitafterTax 238.70

Balance brought forward from previous year 5165.74

Amount available for appropriation 5404.42

Export Performance and net foreign exchange earnings:

Export Net Foreign

(FOB value) Exchange Earnings

Rs. Crores Rs. Crores

2013-2014 44.04 45.82

2012-2013 22.81 23.01

2011-2012 26.00 26.54

Foreign Investments or collaborators, if any : Foreign Collaborators are as following :

i.M/s.NaraMachineryCo.Ltd.(Japan)

ii.M/s.CarrierVibratingEquipmentInc(USA)

Investment in subsidiaries during 2013-14 - Nil

Investment in Share Capital by Foreign Companies - Nil

8

II. Information about the appointee/director

Background Details

Name of Director : Mr. Supriya Mukherjee

Age : 59 years

Qualification :B.Com(Hons.),FCA

ExpertiseandExperienceinspecificfunctionalareas:

Mr.Mukherjeehasover37yearsofexperienceinCorporateManagementindiversefields-bothinIndiaandabroad.Heisresponsiblefor the overall operational management of the Company.

Past remuneration:

As a Managing Director, Mr. Mukherjee has been receiving remuneration as approved by the Members. His remuneration during the yearendedMarch31,2014whichcomprisedofsalary,monetaryvalueofperquisites,allowancesandcontributiontoretiralfundswas Rs. 144.37 Lakhs.

Jobprofileandhissuitability:

Mr. Mukherjee is Managing Director of the Company, responsible for the overall operational management of the Company. The Board is oftheopinionthatMr.Mukherjeehastherequisitequalifications,expertiseandexperienceforthejobheisholding.

Remuneration proposed:

Already given in the Explanatory Statement.

Pecuniary and other relationships:

Except for receiving remuneration as a Managing Director, Mr. Mukherjee has no pecuniary relationship with the Company. He is not related to any other managerial personnel of the Company.

Comparativeremunerationprofilewithrespecttoindustry,sizeoftheCompany,profileofpositionandperson:

Mr. Mukherjee’s proposed remuneration matches his background, proven capabilities and vast experience in the Industry. His remuneration is commensurate with the norms in the industry having regard to the size, complexities of this Company and the job responsibilities.

III. Other Information

Reasonsoflossorinadequateprofits:

During the year 2013-14 the Company achievedanetprofitofRs.2.38CroresagainstanetlossofRs.16.81Croresin2012-13,causedbythegeneraleconomicslowdownandtherestrictedorderinflowthatseverlyaffectedtheprofitability.Prospectsincapitalgoodssectorhave shown improvement and the Company expects to have a good top line and bottom line in the coming years.

IV. Disclosures

Information on the remuneration package of the managerial personnel:

TheshareholdersarenotifiedoftheremunerationpackagethroughexplanatorystatementannexedtotheNoticeofMeetinginwhichproposals for their appointments are placed before the shareholders.

Memorandum of Interest:

Except Mr. Mukherjee, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concernedorinterested,financiallyorotherwise,intheresolutionsetoutatItemNo.9.

Item No. 10

TheBoardofDirectors,ontherecommendationoftheAuditCommitteehasapprovedtheappointmentofM/s.D.Sabyasachi&Company,Cost Accountants, as Cost Auditors of the Company, subject to approval(s) as may be necessary, for auditing the cost accounts of the Companyrelatingtoanyproductsasmaybeapplicableforthefinancialyear2014-15ataremunerationofRs.40,000/-andservicetaxatthe applicable rate and reimbursement of out of pocket expenses at actuals. In terms of Section 148 of the Companies Act, 2013 read with theCompanies(AuditandAuditors)Rules,2014,theremunerationpayabletotheCostAuditorsistoberatifiedbytheShareholdersoftheCompany.

The Board recommends the resolution set out at Item No. 10 for the approval of the Members of the Company.

NoneoftheDirectorsandKeyManagerialPersonneloftheCompanyandtheirrelativesisconcernedorinterested,financiallyorotherwise,in the resolution set out at Item No. 10. By Order of the Board of Directors

Kolkata Arvind Bajoria13th August, 2014 Company SecretaryRegd. Office :Four Mangoe Lane, Surendra Mohan Ghosh SaraniKolkata – 700 001CIN : L24232WB1987PLC042956

I Name of the member(s) ___________________________________________________________________________________________________

Registered Address ____________________________________________________________________________________________________

____________________________________________________________________________________________________

Email ID ____________________________________________________________________________________________________

Folio No./Client ID* ____________________________________________________________________________________________________

D.P. ID ____________________________________________________________________________________________________

I /We, being the member (s) of ______________Shares of Kilburn Engineering Limited, hereby appoint:

1. Name Address

E-mail Id Signature , or failing him

2. Name Address

E-mail Id Signature , or failing him

3. Name Address

E-mail Id Signature

And whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26th Annual

General Meeting of the Company, to be held on Tuesday, 30th day of September, 2014 at 10.30 a.m. at Williamson Magor Hall, The Palladian

Lounge, The Bengal Chamber of Commerce & Industry, 6, Netaji Subhash Road, Kolkata - 700 001 and at any adjournment thereof in respect

of such resolutions as are indicated below:

** I wish my above Proxy to vote in the manner as indicated in the box below :-

Resolutions FOR AGAINST

ORDINARY BUSINESS

1.

Consider and adopt Audited Statement of Profit and Loss, Cash Flow Statement for the year ended 31st March, 2014 and Balance Sheet as at 31st March, 2014, Auditors’ Report thereon and Directors’ Report along with Management Discussion & Analysis Report and Report on Corporate Governance for the year ended 31st March, 2014.

2.To appoint a Director in place of Mr. Deepak Khaitan( holding DIN 00023780), who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint a Director in place of Mr. Amritanshu Khaitan (holding DIN 00213413), who retires by rotation and being eligible, offers himself for reappointment.

4.

To appoint Statutory Auditors to hold office for three years from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting for the year ended March 31, 2017, subject to ratification of their appointment at every Annual General Meeting, and authorize the Board to fix their remuneration.

(A Williamson Magor Group Enterprise)REGD. OFFICE : Four Mangoe Lane, Surendra Mohan Ghosh Sarani, Kolkata - 700 001.

Website : www.kilburnengg.com; CIN : L24232WB1987PLC042956

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management & Administration) Rules, 2014)

Resolutions FOR AGAINST

SPECIAL BUSINESS

5. To appoint Mr. Subir Ranjan Dasgupta as Independent Director.

6. To appoint Mr. Padam Kumar Khaitan as Independent Director.

7. To appoint Mr. Manmohan Singh as Independent Director.

8. To appoint Mr. Gobind Saraf as Independent Director.

9. To appoint Mr. Supriya Mukherjee as Managing Director for three years.

10. To ratify remuneration of Cost Auditors.

* Applicable for investors holding shares in electronic form.

Signed this ____ Day of ___________2014

________________________ ___________________________ _________________________

Signature of First Proxy Holder Signature of Second Proxy Holder Signature of Third Proxy Holder

Notes :

(1) This form of proxy in order to be effective should be duty completed and deposited at the Registered office of the Company not less than 48 hours before the commencement of the meeting.

(2) A Proxy need not be a member of the Company.

(3) A person can act as a proxy on behalf of members not exceeding fifty holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

(4) This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

(5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

(6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

AffixRevenueStampRe.1

ATTENDANCE SLIP

I/We hereby record my/our presence at the 26th Annual General Meeting of the Company held on Tuesday, 30th day of September, 2014

at 10.30 a.m. at Williamson Magor Hall, The Palladian Lounge, The Bengal Chamber of Commerce & Industry, 6, Netaji Subhash Road,

Kolkata - 700 001

Name and Address of the Shareholder(s)

If Shareholder(s), please sign here If Proxy, please mention name and sign here

Name of Proxy Signature

Notes:

(1) Shareholder / Proxyholder, as the case may be, is requested to produce the attendance slip duly signed at the entrance of the Meeting venue.

(2) Members are requested to advise the change of their address, if any, to Maheshwari Datamatics Pvt. Ltd., 6, Mangoe Lane, Second Floor, Surendra Mohan Ghosh Sarani, Kolkata – 700 001.

(A Williamson Magor Group Enterprise)REGD. OFFICE : Four Mangoe Lane, Surendra Mohan Ghosh Sarani, Kolkata - 700 001.

Website : www.kilburnengg.com; CIN : L24232WB1987PLC042956

GREEN INITIATIVE IN CORPORATE GOVERNANCEE-COMMUNICATION REGISTRATION FORM

(In terms of Section 20 of the Companies Act, 2013)

Folio No. / DP ID & Client ID :

Name of 1st Registered Holder :

Name of Joint Holder(s) :

Registered Address :

E-mail ID (to be registered) :

I/we shareholder(s) of Kilburn Engineering Limited agree to receive communication from the Company in electronic mode under relevant provisions of the Companies Act, 2013. Please register my above e-mail in your records for sending communication through email.

Date: Signature: (First Holder)

Note: Shareholder(s) are requested to keep the Company informed as and when there is any change in the e-mail address

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