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Nifty 25,966.40 +0.58%

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Directors Report of Kilburn Engineering Ltd.

Mar 31, 2025

The Directors of your Company are pleased to present the 37^th Annual Report together with Audited Standalone Financial
Statements for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

	Year ended	Year ended
Financial Results	31st March, 2025	31st March, 2024
	(Standalone)	(Standalone)
Revenue from Operations	33,550	29,321
Total Expenses (excluding finance cost & depreciation)	24,743	22,835
Profit from Operations before Depreciation, Finance cost and Tax	8,807	6,487
Other Income	250	338
Finance Costs	1,148	944
Depreciation & Amortization Expenses	559	331
Profit Before Tax	7,351	5,548
Tax Expenses	1,869	1,581
Profit/(Loss) for the Year	5,482	3,967

STATE OF COMPANYâS AFFAIRS

Revenue from Operations for the year increased to ''33,550
Lakhs, compared to ''29,321 Lakhs in the previous year,
reflecting a growth of 14.42%. Profit from Operations before
Depreciation, Interest, and Taxation (excluding other income)
rose by ''2,320 Lakhs. Profit After Tax (PAT) stood at ''5,482
Lakhs, up from ''3,967 Lakhs in the previous year â a significant
increase of approximately 38.2%.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to
general reserves for the financial year ended March 31, 2025.

DIVIDEND

The Board is pleased to recommend a final dividend of '' 2/-
per share for the Financial Year 2024-25. The dividend payout
is subject to approval of members at the ensuing Annual
General Meeting.

The Register of Members and Share Transfer Books will remain
closed from 19-09-2025 to 25-09-2025 (both days inclusive)
for the purpose of payment of dividend for the financial year
ended March 31, 2025.

CHANGES IN SHARE CAPITAL

The Authorised share capital as on March 31, 2025 was
'' 65,00,00,000/-

Pursuant to the approval of the members at the 36^th Annual
General Meeting, the Authorised Share Capital of the Company

was increased from '' 56,00,00,000 to '' 65,00,00,000 by reÂ¬
classification of 55,00,000 unissued Redeemable Preference
Shares of '' 10/- each and creating 90,00,000 additional equity
shares of '' 10/- each.

The issued, subscribed and paid-up equity share capital as on
March 31, 2025 was '' 47,48,78,580/-

During the year, the Company had converted 34,50,000
convertible warrants into equity shares of face value of '' 10/-
each at a premium of '' 70/- each, in two tranches, on 19^th July,
2024 and 9^th September, 2024 on receipt of '' 60/- per warrant
towards allotment money.

During the year 2024 - 25, pursuant to the approval of the
members at the 36^th Annual General Meeting, the Company
had allotted, by way of preferential issue, 17,47,500 equity
shares at an issue price of '' 425/- (including premium of
'' 415/- each) to allottees belonging to public category for cash
consideration and 4,70,000 equity shares at same issue price
to five promoters of Monga Strayfield Private Limited (94,000
equity shares each) for non-cash consideration. Company also
issued and allotted 47,97,500 convertible warrants at an issue
price of '' 425/- (including premium of '' 415/- each) to allottees
belonging to both the promoter(s) and the promoter group of
the Company and public category for cash consideration on
receipt of 25% of issue price as application money.

MATERIAL CHANGES BETWEEN THE END OF
FINANCIAL YEAR AND DATE OF BOARD REPORT

The company had approved the proposal for voluntary delisting
of equity shares from CSE (The Calcutta Stock Exchange Ltd.)
at the meeting of Board of Directors held on 21^st May, 2025
and has submitted application to CSE in this regard.

OPERATIONAL REVIEW & STATE OF THE
COMPANYâS AFFAIRS

As you are aware your company is primarily engaged in
Designing, Manufacturing & Commissioning Customized /
Critical Equipment/Systems for critical applications across a
wide range of industries.

Process Equipment (PE): An improved economic environment
led to a substantially higher inflow of orders as compared to
the previous year.

Some of the orders which have been received and which were
and are being executed during the year under review are :

â¢ Rotary Dryer and Air Pre Heater for domestic Carbon
Black industry

â¢ Rotary Dryers for Rock Phosphate from the largest
producer of phosphatic fertilser.

â¢ Air Cooler Unit & Vapour recovery unit for nuclear reactor.
Order Booking

The total order booking during the year was '' 493 Crores
(previous year '' 275 Crores) and total unexecuted orders as
on 31^st March, 2025 stood at '' 388 Crores (previous year '' 227
Crores)

ACQUISITION OF PRIME FACTORY UNIT

During the year Company acquired a running industrial
unit situated at Ambernath (E), Distt. Thane from M/s. Shree
Satyanarayan Industrial Suppliers Pvt. Ltd. along with plant and
machinery installed at the unit contributing towards expansion
of its manufacturing capabilities to execute high value orders.

ACQUISITION OF MONGA STRAYFIELD PRIVATE
LIMITED

During the year, Kilburn successfully acquired a 100% stake
in Monga Strayfield Private Limited, a recognized leader in
Radio Frequency (RF) dryer technology. The acquisition was
completed on January 27, 2025, and as a result, Monga
Strayfield became a wholly owned subsidiary of Kilburn with
effect from that date. This strategic acquisition allows Kilburn to
leverage Monga Strayfieldâs specialized expertise in RF drying
solutions, thereby expanding and strengthening its existing
product portfolio. It also provides Kilburn with entry into new

industries and access to a broader client base, enhancing its
market reach and competitive positioning.

HOLDING, SUBSIDIARY AND ASSOCIATE
COMPANIES

Your Company has no Holding Company / Associate
Company. As on 31^st March, 2025, Firstview Trading Private
Limited holds 1,51,61,239 (31.93%) shares of your company
and therefore your company can be termed as associate
Company of Firstview Trading Private Limited within section
2(6) of the Companies Act, 2013. Pursuant to acquisition,
Monga Strayfield Private Limited has become a wholly owned
subsidiary of the Company w.e.f. 27^th January, 2025. Other
wholly owned subsidiary of the Company is M.E Energy Private
Limited.

Both the wholly owned subsidiaries of the Company are
material subsidiaries as defined in regulation 16(1)(b) of the
SEBI (LODR) Regulations, 2015, since the income of each
subsidiary exceeds 10% of consolidated income of the
Company during FY : 2024 - 25.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statement include a revenue of
'' 88.96 crores and profit before tax of '' 9.15 crores, attributable
to the subsidiaries for the FY : 2024-25.

A statement in Form AOC-1 containing the salient features
of the subsidiary companies is attached to the Financial
Statements in Annexure X and forms part of this report. The
separate audited accounts of the Company and its Subsidiary
companies are available on the website of the Company and
can be accessed at www. kilburnengg.com. The Annual Report
includes the audited Consolidated Financial statements of the
subsidiaries prepared in compliance with Companies Act, 2013
and the applicable Accounting Standards. The Consolidated
Financial Statements shall be laid before the ensuing 37^thAnnual General Meeting of the Company along with the laying
of the Standalone Financial Statements of the Company.

FUTURE OUTLOOK

Your Company operates primarily in two divisions viz. Process
Equipment and Tea Drying Equipment. The company remains
optimistic about the future , buoyed by a healthy order book
and inflowing inquiries .

A detailed review of the outlook of each division is incorporated
in the Management Discussion and Analysis Report in
Annexure I which forms part of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year there was no change in nature of business.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholdersâ Relationship Committee

d) Corporate Social Responsibility Committee

The details of the requisite Committees of the Board along with

their composition, number of meetings and attendance at the

meetings are provided in the Report on Corporate Governance

AUDITORS & AUDIT REPORT

a) Statutory Auditors :

M/s V. Singhi & Associates, Chartered Accountants (FRN
:311017E) were re-appointed as Statutory Auditors for a
tenure of five years, at the AGM held on 20.09.2024 upto
AGM to be held in 2029.

Statutory Audit Report for FY 2024-25, has an unmodified
opinion.

b) Internal Auditors : M/s. Bhide & Bhide, Chartered
Accountants (FRN: 136994W) were appointed as Internal
Auditors by the Board of Directors for 2024-25 and they
have conducted internal audits periodically and submitted
their reports to the Audit Committee. Their reports have
been reviewed by the Statutory Auditors and the Audit
Committee.

c) Cost Auditors : Your Company appointed M/s. D.
Sabyasachi & Co. (FRN : 000369) Cost Accountants as
Cost Auditors of the Company for the Financial Year
2024-25 and their re-appointment is proposed for 2025Â¬
26 at the remuneration set out in the notice of AGM and
explanatory statement thereto.

The Provisions of Section 148(1) of the Act continue to
apply to the Company and accordingly the Company has
maintained cost accounts and records in respect of the
applicable products for the year ended March 31, 2025.

d) Secretarial Auditors : M/s. Nitin S. Sharma & Associates,
Thane were appointed as secretarial auditor of the
Company for the Financial Year 2024-25, as required
under section 204 of the Companies Act, 2013 read
with the applicable rules. The Secretarial Audit Report
for 2024-25 forms part of the Annual Report as Annexure
- VI.

The said Secretarial Audit Report does not contain any
qualification, reservations, adverse remarks or disclaimer.

Pursuant to Regulation 24A of SEBI Listing Regulations,
the Secretarial Audit Reports of material unlisted
subsidiaries i.e. Monga Strayfield Private Limited and
M.E Energy Private Limited are annexed as Annexure
VII and Annexure VIII respectively and forms part of this
Annual Report.

Pursuant to regulation 24A of the SEBI (LODR) Regulations,
2015, Board has recommended the appointment of
M/s. Nitin Sharma & Associates, Thane for a tenure of Five
years to be concluded at the AGM to be held in 2030,
subject to approval of the members at ensuing AGM.

DECLARATION AS PER SECTION 134(3)(ca) OF THE
COMPANIES ACT, 2013

During the year, the statutory auditors and secretarial auditor
have not reported any instances of frauds committed by or
against the Company by its Directors/Officers/ Employees to
the Audit Committee or Board under section 143(12) of the
Companies Act, 2013 and rules made thereof. Therefore no
detail is required to be disclosed under Section 134 (3)(ca) of
the Act.

SECRETARIAL STANDARDS

Your Company is in compliance with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India, for the financial year ended March 31, 2025.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 (5) of the Companies
Act, 2013, the Board of Directors of your Company hereby
confirms:

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 financial year and of the Profit and
Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,

2013 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.

5) that the directors had laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and were operating
effectively.

6) that the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is
appended to the Annual Report as Annexure âIâ and forms part
of this Directors Report;

CORPORATE GOVERNANCE

Report on Corporate Governance has been attached herewith
as Annexure - II pursuant to the provisions of Regulation
34 read with schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

EMPLOYEE RELATIONS

Employee relations remained cordial throughout the year.

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 134 (3) (m) of the
Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, as amended, is appended to this Annual Report
as Annexure IX and forms part of this Directorsâ Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROL
SYSTEM WITH RESPECT TO THE FINANCIAL
STATEMENTS

The Company has a comprehensive system of internal control
which is being strengthened. The internal control system is also
subject to review by auditors. The Company has appointed a
firm of auditors for conducting internal audit periodically and
the report is considered by the Audit Committee of the Board
headed by a Non-executive Independent Director.

DIRECTORS

Appointment / Re-appointment of Directors during FY

2024- 25

Mr. Amitav Roy Choudhury (DIN : 08501895) was re-appointed
as an Independent Director for a second term of 5 (Five)
consecutive years w.e.f. May 29, 2024 upto May 28, 2029
(both days inclusive).

Mr. Kalathil Vijaysanker Kartha (DIN : 00176616) was
appointed as an Additional Director in the category of NonÂ¬
Executive, Non-Independent Director w.e.f. June 01, 2024
and his appointment was subsequently regularised as a NonÂ¬
Executive, Non-Independent Director through a resolution
passed by way of postal ballot on August 29, 2024.

Mr. Mahesh Shah (DIN : 00405556) was re-appointed as an
Independent Director for a second term of 3 (three) consecutive
years w.e.f. August 13, 2024 upto August 12, 2027 (both days
inclusive).

Mr. Shishir Joshipura (DIN: 00574970) was appointed as
an Additional Director in the category of Independent
Director w.e.f. February 07, 2025 and his appointment was
subsequently regularised as an Independent Director for a
first term of 5 (Five) consecutive years, w.e.f. February 07,
2025 upto February 06, 2030 (both days inclusive), through
a resolution passed by way of postal ballot on April 25, 2025.

Mr. Amritanshu Khaitan (DIN : 00213413) and Mr. Aditya
Khaitan (DIN : 00023788), Non-Executive, Non-Independent
Directors of the Company, who retired by rotation in terms of
Section 152(6) of the Companies Act, 2013, were re-appointed
by the Members at the 36^th Annual General Meeting held on
September 20, 2024.

Re-appointment of Directors retiring by rotation

Mr. Navin Nayar (DIN : 00136057) and Mr. Kalathil Vijaysanker
Kartha (DIN : 00176616) retire by rotation at the forthcoming
Annual General Meeting and being eligible offer themselves
for re-appointment. A resolution seeking their re-appointment,
forms part of the Notice convening the ensuing Annual General
Meeting. The profile along with other details of Mr. Navin
Nayar and Mr. Kalathil Vijaysanker Kartha are provided in the
annexure to the Notice of the AGM.

Appointment / Re-appointment of Directors during FY

2025- 26

Mr. Ranjit Pamo Lala (DIN : 07266678) continued as Managing
Director during the year 2024 - 25, and was reappointed for
a second term w.e.f. 15^th May, 2025 for two years.

Mr. Anil S. Karnad (DIN : 07551892) continued as Whole
Time Director (operations) during the year 2024-25, and was
reappointed w.e.f. 1^st April, 2025 for two years.

The Board, on the recommendation of Nomination and
Remuneration Committee, recommended the re-appointment
of Mr. Shourya Sengupta (DIN : 09216561) as a Non-Executive
Independent Director for the second term of five consecutive
years w.e.f. June 29, 2026 to June 28, 2031 (both days
inclusive). A resolution seeking his re-appointment, forms part
of the Notice convening the ensuing Annual General Meeting.
The profile along with other details of Mr. Shourya Sengupta
are provided in the annexure to the Notice of the AGM.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors
of the Company, confirming that they meet the criteria of
independence as prescribed under the Companies Act, 2013
and the Listing Regulations, and they have registered their
names in the Independent Directorsâ Databank, have been
received.

The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience and
expertise in the fields of science and technology, digitalization,
human resources, strategy, auditing, tax and risk advisory
services, financial services, corporate governance, etc. and
that they hold highest standards of integrity.

KEY MANAGERIAL PERSONNEL

During the year 2024-25, following officials continued as
Key Managerial Personnel, pursuant to section 203 of The
Companies Act, 2013 :

i. Mr. Ranjit Pamo Lala, Managing Director

ii. Mr. Anil S. Karnad, Wholetime Director (operations)

iii. Mr. Sachin J. Vijayakar, Chief Financial Officer

iv. Mr. Arvind Bajoria, Company Secretary
BOARD EVALUATION

Securities Exchange Board of India (SEBI) vide its circular no.
SEBI /HO /CFD /CMD /CIR /P /2017/004 dated 5^th January,
2017 had issued a guidance note on Board Evaluation which
inter alia contains indicative criterion for evaluation of the
Board of Directors, its Committees and the individual members
of the Board.

The Nomination and Remuneration Committee of the Board of
the Company has devised a policy for performance evaluation
of the Directors, Board and its Committees, which includes
criteria for performance evaluation.

Pursuant to the new Evaluation Framework adopted by the
Board, the Board evaluated the performance of the Board,

its Committees and the Individual Directors for the financial
year 2024-25. After the evaluation process was complete, the
Board was of the view that the performance of the Board as
a whole was adequate and fulfilled the parameters stipulated
in the evaluation framework. The Board also ensured that
the Committees functioned adequately and independently
in terms of the requirements of the Companies Act, 2013 and
the Listing Regulations and at the same time supported as well
as coordinated with the Board to help in its decision making.
The individual Directorsâ performance was also evaluated
and the Board was of the view that the Directors fulfilled
their applicable responsibilities and duties as laid down by
the Listing Regulations and the Companies Act, 2013 and
at the same time contributed with their valuable knowledge,
experience and expertise to grab the opportunity and counter
the adverse challenges faced by the Company during the year.
The Board also assessed the quality, quantity and timeliness
of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and
reasonably perform their duties.

A separate meeting of the Independent Directors was also
held for the evaluation of the performance of Non-Independent
Directors and the performance of the Chairman of the Board
and the Board as a whole.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has complied with the applicable provisions of
Section 186 of the Act during the year.

Pursuant to Section 186 of the Act, details of the Investments
& loans made by the Company are provided in Note no. 6a &
6b of the financial statement.

Details of Guarantee given by the Company during FY 24-25
is given in Note no. 49 of the financial statement.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved a Related Party
Transactions Policy for purposes of identification and
monitoring of related party transactions and the same has
been displayed on the Companyâs website at https://www.
kilburnengg.com/investor-relations/policies /.

All contracts, arrangements and transactions entered by the
Company with related parties during FY 2024-25, were in the
ordinary course of business and on an armâs length basis and
were carried out with prior approval of the Audit Committee.
All related party transactions that were approved by the Audit
Committee were periodically reported to the Audit Committee.
Prior approval of the Audit Committee was obtained for the
transactions which were planned and/or repetitive in nature
and omnibus approvals were also taken as per the policy laid
down for unforeseen transactions.

In FY 2024-25, none of the contracts, arrangements and
transactions with related parties, required approval of the
Board/ Shareholders under Section 188(1) of the Act and
Regulation 23(4) of the SEBI Listing Regulations.

None of the transactions with related parties are material
in nature or falls under the scope of Section 188(1) of the
Act. The information on transactions with related parties
pursuant to Section 134(3) (h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 in Form No. AOC-
2 does not apply to the Company for the FY 2024-25 and
hence the same is not provided. The details of the transactions
with related parties during FY 2024-25 are provided in the
accompanying financial statements.

MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to
the median employeeâs remuneration and other details as
required pursuant to Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
as per Annexure - XI. Mr. Ranjit Pamo Lala, Managing Director
and Mr. Anil S. Karnad, Whole Time Director (operations)
are the only Executive Directors in receipt of remuneration
during 2024- 25, and remuneration details are available in
the corporate governance details attached to this Directorsâ
Report. The details of employee remuneration as required
under provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) & 5(3) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
available on the website of the Company and can be accessed
at: https://www.kilburnengg.com/

VIGIL MECHANISM

The Company has formulated a vigil mechanism for Directors
and employees of the Company to report concerns about
unethical behaviour, actual or suspected fraud or violation
of the companyâs code of conduct or ethics policy. The
vigil mechanism provides adequate safeguards against
victimization and channels for reporting concerns to the
Chairperson of the Audit Committee of the Company or the
director nominated to play the role of Audit Committee, as the
case may be, in exceptional cases. The Vigil Mechanism Policy
is available on the website of Company and can be accessed
at https://www.kilburnenqq.com/investor-relations/policies/.

REMUNERATION POLICY

The Company has formulated a Remuneration Policy for
Directors, Key Managerial Personnel and employees of the
Company to ensure that adequate remuneration paid to
attract, retain and motivate the senior management employees
to run the company successfully. The Policy is available on
the website of the Company at http:// www.kilburnengg.
com/company-policy-main/ and also annexed herewith as
Annexure - V.

RISK MANAGEMENT

Directors have adopted risk management policy to identify
the risks involved in all activities of the Company. The main
objective of this policy is to ensure sustainable business
growth and to promote a pro-active approach in identifying,
reporting, evaluating and mitigating risks associated with
the business. The policy guides the board in identification of
various business risks and to take appropriate steps to mitigate
the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility
(CSR) Committee in compliance with provisions of Section 135
of the Companies Act 2013 read with rules made thereunder,
with Mr. Amritanshu Khaitan (Chairman), Mr. Shourya Sengupta
(Member) and Mr. Amitav Roy Choudhury (Member). The
CSR Committee laid down the CSR policy of the Company
which can be accessed at https://www.kilbumengg.com/
investor-relations/policies/. The Company made a total CSR
expenditure amounting to '' 65.00 Lakhs during the FY 2024Â¬
25. The details of said expenditure are given in Annual Report
on CSR Activities, attached herewith as Annexure - IV in the
form prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN

As per the provisions of Section 92 (3) and Section 134(3)
of the Companies Act, 2013 and Rule 12 of Companies
(Management and Administration) Rules, 2014 as amended
from time, the Annual return of the Company for the year 2024
- 25 has been uploaded on the website of the Company at
http://www.kilbumengg.com/

CREDIT RATING

The credit ratings awarded for credit facilities availed by
the Company have been upgraded from ACUITE BBB / A3
to ACUITE BBB / A2 on Feb 20,2025 by Acuite Ratings &
Research Limited

MEETINGS OF THE BOARD

During the financial year ended March 31, 2025, Seven Board
Meetings were held. Details of meetings held and attended by
each Director are given in the Corporate Governance Report
forming part of this Annual Report.

TRANSFER OF UNCLAIMED AMOUNT TO
INVESTOR EDUCATION AND PROTECTION FUND,
WHERE NECESSARY

The details of proposed transfer of unclaimed amount to
Investor Education and Protection Fund are given in the
Corporate Governance Report forming part of this Annual
Report.

OTHER DISCLOSURES

During the year under review:

a. Your Company has constituted an Internal Committee (IC)
to consider and resolve all sexual harassment complaints
reported by women employees. The constitution of IC is
as per The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. There
were no complaints reported or cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Please refer Internal
Complaints Committee section of Report on Corporate
Governance, for more details.

b. Your Company has not accepted any deposit from
the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014.

c. There were no significant or material orders passed
by the Regulators or Courts or Tribunals which impact
the going concern status and Companyâs operations in
future.

d. During the year under review, the Company complied
with the provisions of the Maternity Benefit Act, 1961
alongwith the applicable rules under the said act and
undertook necessary measures to ensure compliance
for all eligible employees.

e. Except as disclosed elsewhere in the Report, there have
been no material changes and commitments affecting the
financial position of the Company which have occurred
between the end of the financial year of the Company to
which the financial statements relate and the date of this
report.

f. Your Directors state that no disclosure or reporting is

required in respect of the following matters as there were
no

â¢ Issue of equity shares with differential rights as to
dividend, voting or otherwise.

â¢ Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

â¢ There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

â¢ There was no instance of one time settlement with
any Bank or Financial Institution.

â¢ There was no revision in the previous financial
statements of the Company.

COLLABORATORS

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

ACKNOWLEDGEMENT

The Directors wish to express their sincere appreciation to the
Companyâs valued Customers, Bankers, Dealers, Suppliers,
Stock Exchanges, Government authorities, and all other
Stakeholders for their continued support, cooperation, and
encouragement throughout the year.

The Directors also extend their heartfelt thanks to all the
employees of the Company for their dedicated service and
significant contributions during the year.

For and on behalf of the Board

Ranjit Pamo Lala Anil Karnad

Place : Kolkata Managing Director Whole Time Director (Operations)

Date : 7^th August, 2025 (DIN: 07266678) (DIN: 07551892)

Mar 31, 2024

The Directors of your Company are pleased to present the 36th Annual Report together with Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS '' in lakhS
Financial Results	Year ended 31st March, 2024 (Standalone)	Year ended 31st March, 2023 (Standalone)
Revenue from Operations	29,321	22,153
Total Expenses (excluding finance cost & depreciation)	22,835	18,686
Profit from Operations before Depreciation, Finance cost and Tax	6,487	3,468
Other Income	338	1,466
Finance Costs	944	792
Depreciation & Amortization Expenses	331	265
Profit Before Tax	5,548	3,877
Tax Expenses	1,581	863
Profit/(Loss) for the Year	3,967	3,014

STATE OF COMPANYâS AFFAIRS

Revenue from Operations for the year under review increased to '' 29,321 Lakhs as against '' 22,153 Lakhs for the previous year registering an increase of 32.36%. Profit from Operations before Depreciation, Interest and taxation excluding other income was higher by '' 3,019 Lakhs. Profit after taxation stood at '' 3,967 Lakhs against '' 3,014 Lakhs in the previous year.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to general reserves for the financial year ended March 31, 2024.

DIVIDEND

The Board is pleased to recommend a final dividend of '' 2/- per share for the Financial Year 2023-24. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The Register of Members and Share Transfer Books will remain closed from 14-09-2024 to 20-09-2024 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2024.

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2024 was '' 41,82,03,580/-

The Company on April 21, 2023, issued and allotted by way of Preferential Issue, 34,50,000 warrants convertible into equivalent number of Equity Shares of the Company at an issue Price of '' 80/- (including premium of '' 70/- each) to the persons belonging to Public and promoter Category. The Company

has received '' 6,90,00,000/- towards 25% of issue price as application money.

Further, the Company on April 21,2023 also issued and allotted by way of Preferential Issue 5,50,000 equity shares of '' 10/-each at a premium of '' 70/- per share to the persons belonging to Public Category amounting to '' 4,40,00,000/-.

Your Company has issued and allotted 12,11,764 equity shares of face value of '' 10/- each, at a premium of '' 24/- per share, pursuant to the exercise and conversion of 12,11,764 convertible warrants on June 19, 2023 out of total 12,11,764 outstanding warrants issued in the year FY 2021-22.

During the year 2023 - 24, Company had allotted by way of preferential issue, 28,50,000 equity shares at an issue price of '' 166/- (including premium of '' 156/- each) to allottees belonging to public category for cash consideration and 14,00,000 equity shares at same issue price to Mr. Kalathil Vijaysanker Kartha for non-cash consideration. Company also issued 39,50,000 convertible warrants at an issue price of '' 166/- (including premium of '' 156/- each) to allottees belonging to public category for cash consideration on receipt of 25% of issue price as application money.

As on March 31, 2024, 74,00,000 warrants are outstanding.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT

a) The Company has signed a binding term sheet on July 12, 2024, for the acquisition of a prime Factory

Unit located at Plot No. B/78/1, M.I.D.C, Anand Nagar, Additional Ambernath Industrial Area, Ambernath (East) -421 506, Thane, Maharashtra. The strategic move marks a significant milestone in Kilburnâs growth trajectory, reinforcing its commitment to expanding manufacturing capabilities and enhancing operational efficiencies. The proximity of the acquired unit to Kilburnâs existing operations is expected to yield synergistic benefits and optimise production processes.

b) Subsequently, your Company has also issued and allotted 14,00,000 equity shares of face value of '' 10/- each, at a premium of ''70/- per share, pursuant to the exercise and conversion of 14,00,000 convertible warrants on July 19, 2024.

c) The Company has signed binding term sheet on 21^stAugust, 2024, for proposed acquisition of 100% paid up capital of Monga Strayfield Private Limited. The proposed acquisition of Monga Strayfield will significantly augment Kilburn''s drying solutions portfolio, adding new capabilities in radio frequency drying and heating, while expanding its reach into industries such as textiles and packaged foods. Additionally, Monga Strayfieldâs expertise in sheet metal fabrication offers a separate vertical that strengthens Kilburn''s position in international markets.

OPERATIONAL REVIEW & STATE OF THE COMPANYâS AFFAIRS

As you are aware your company is primarily engaged in Designing, Manufacturing & Commissioning Customized / Critical Equipment/Systems for critical applications across a wide range of industries.

Process Equipment (PE): An improved economic environment led to a substantially higher inflow of orders as compared to the previous year.

Some of the orders which have been received and which were and are being executed during the year under review are :

â¢ Rotary Kiln for Hydrogen Fluoride

â¢ Super Heater for steel industry

â¢ Fluid Bed Dryers for CPVC (Chlorinated Polyvinyl Chloride) and HDPE (High Density Polyethylene) .

â¢ Paddle Dryer for Palm Oil Sludge

â¢ Metal Extraction Plant Food Processing Equipment

During the year under review we have bagged a total of 67 orders in the domestic market and 5 from overseas Market for tea dryers and 2 overseas orders for Continuous Withering Machine.

Order Booking

The total order booking during the year was '' 275 Crores (previous year '' 354 Crores) and total unexecuted orders as on 31^st March, 2024 stood at '' 227 Crores (previous year '' 246 Crores)

ACQUISITION OF M. E ENERGY PRIVATE LIMITED

During the year Kilburn acquired 100% stake in M. E Energy Private Limited, a distinguished leader in waste heat recovery (WHR) and waste heat reutilization systems . The acquisition was completed on February 20, 2024 and accordingly M.E Energy Private Limited became a wholly owned subsidiary of the Company with effect from the above date. This acquisition is a decisive step for Kilburn to emerge as a comprehensive solution provider in the field of thermal engineering and heat recovery systems. By integrating M.E Energyâs expertise, Kilburn aims to enhance its product offering for its existing diverse client base while gaining access to new industries and clients.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has no Holding Company / Associate Company. As on 31^st March, 2024, Firstview Trading Private Limited holds 1,32,28,553 (31.63 %) shares of your company and therefore your company can be termed as an associate Company of Firstview Trading Private Limited within section 2(6) of the Companies Act, 2013. Pursuant to acquisition, M.E Energy Private Limited has become a wholly owned subsidiary of the Company w.e.f. 20^th February, 2024.

M.E Energy Private Limited is a material subsidiary of the Company as per the thresholds laid down under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), as amended from time to time.

Pursuant to SEBI Listing Regulations, the Companyâs Policy on determining material subsidiaries is uploaded on the Companyâs website and can be accessed at https://www.kilburnengg.com/ wp-content/themes/kilburn/pdf/policy/policy-on-determining-subsidiary.pdf.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statement include a revenue of ''36 crores and profit before tax of ''11 crores, attributable to the subsidiary for the period from 21^st February, 2024 to 31^st March, 2024.

A statement in Form AOC-1 containing the salient features of the subsidiary company is attached to the Financial Statements in Annexure IX and forms part of this report. The separate audited accounts of the said company is available on the website of the Company. The Annual Report includes the audited Consolidated Financial statements prepared in compliance with Companies Act, 2013 and the applicable Indian Accounting Standards of the subsidiary. The Consolidated Financial Statements shall be laid before the ensuing 36^th Annual General Meeting of the Company along with the laying of the Standalone Financial Statements of the Company.

FUTURE OUTLOOK

Your Company operates primarily in two divisions viz. Process Equipment and Tea Drying Equipment. The company remains optimistic about the future , buoyed by a healthy order book and inflowing inquiries .

A detailed review of the outlook of each division is incorporated in the Management Discussion and Analysis Report in Annexure I which forms part of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year there was no change in nature of business.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholdersâ Relationship Committee

d) Corporate Social Responsibility Committee

The details of the requisite Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance

AUDITORS & AUDIT REPORT

a) Statutory Auditors: M/s V. Singhi & Associates, Chartered Accountants (FRN :311017E) were appointed as Statutory Auditors for a tenure of five years, at the AGM held on 13.08.2019 upto AGM to be held in 2024. The Board on the recommendation of Audit Committee have approved the re-appointment of M/s V. Singhi & Associates, Chartered Accountants for a further term of five years from the conclusion of this AGM upto AGM to be held in 2029.

Your Company has received a letter from M/s V. Singhi & Associates, Chartered Accountants communicating their eligibility and consent to accept the office, if re-appointed, to act as a Statutory Auditor of the Company with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

Statutory Audit Report for FY 2023-24, has an unmodified opinion.

b) Internal Auditors : M/s. Bhide & Bhide, Chartered Accountants were appointed as Internal Auditors by the Board of Directors for 2023-24 and they have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee.

Further, on the recommendation of the Audit Committee, the Board of Directors have re-appointed M/s. Bhide & Bhide, Chartered Accountants, as an Internal Auditor of the Company for Financial Year 2024-25.

c) Cost Auditors : Your Company appointed M/s. D. Sabyasachi & Co. (FRN : 00369) Cost Accountants as Cost Auditors of the Company for the Financial Year 2023-24 and their re-appointment is proposed for 2024-25 at the remuneration set out in the notice of AGM and explanatory statement thereto.

The Provisions of Section 148(1) of the Act continue to apply to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2024.

d) Secretarial Auditors : M/s. Nitin Sharma & Associates, Practising Company Secretaries, Thane were appointed as secretarial auditor of the Company for the Financial Year 2023-24, as required under section 204 of the Companies Act, 2013 read with the applicable rules. The Secretarial Audit Report for 2023-24 forms part of the Annual Report as Annexure - VI.

As per regulation 24A(1) of SEBI Listing Regulations, a listed company is required to annex a secretarial audit report of its material unlisted subsidiary to its Annual Report. The secretarial audit report of M. E Energy Private Limited, a material subsidiary for FY2024 is annexed as Annexure - VII and forms part of this Annual Report. Further, on the recommendation of the Audit Committee, the Board of Directors have re-appointed M/s. Nitin Sharma & Associates, Practising Company Secretaries, as Secretarial Auditor for the Financial Year 2024-25.

Explanations or comments by the Board on every qualification, reservation or observations made by the Secretarial Auditor

The observations of Secretarial Auditor as per audit report in Form MR-3 attached herewith are self explanatory, and Company has established necessary systems to ensure timely compliance with the applicable statutory provisions in future.

DECLARATION AS PER SECTION 134(3)(CA) OF THE COMPANIES ACT, 2013

During the year, the statutory auditors and secretarial auditor have not reported any instances of frauds committed by or against the Company by its Directors/ Officers/ Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013 and rules made thereof. Therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

SECRETARIAL STANDARDS

Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, for the financial year ended March 31, 2024.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms for the financial year 2023-24:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 financial year and of the Profit and Loss of the Company for the period;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to the Annual Report as Annexure âIâ and forms part of this Directors Report;

CORPORATE GOVERNANCE

EMPLOYEE RELATIONS

Employee relations remained cordial throughout the year.

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 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended, is appended to this Annual Report as Annexure VIII and forms part of this Directorsâ Report.

ADEQUACY OF INTERNAL CONTROL SYSTEM WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company has a comprehensive system of internal control which is being strengthened. The internal control system is also subject to review by auditors. The Company has appointed a firm of auditors for conducting internal audit periodically and the report is considered by the Audit Committee of the Board headed by a Non-executive Independent Director.

The Companyâs internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate. Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls.

DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, Mr. Amritanshu Khaitan (DIN : 00213413) and Mr. Aditya Khaitan ( DIN : 00023788) retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Your Board recommends the re-appointment of the above Directors. Additional Information on director recommended for re-appointment as required under Regulation 36 (3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 is given in the Notice convening Annual General Meeting.

The office of Mr. Vasumitra Sharma (DIN : 09177255), Non - Executive Director has been vacated due to his death on 10^th August, 2023.

Appointment of Mr. Kalathil Vijaysanker Kartha (DIN : 00176616) as a Non-executive, Non-Independent Director w.e.f. 1^st June, 2024 and Re-appointment of Mr. Amitav Roy Choudhury (DIN: 08501895) as an Independent Director for his second term of five years w.e.f. 29^th May, 2024 is

proposed for the approval of Members of the Company by way of postal ballot, the results of which will be declared on or before 30^th August, 2024.

Mr. Mahesh Shah (DIN: 00405556) was re-appointed as an Independent Director for a second term of three years w.e.f. 13^th August, 2024, subject to the approval of members at the ensuing Annual General Meeting.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

KEY MANAGERIAL PERSONNEL

During the year 2023-24, following officials continued as Key Managerial Personnel, pursuant to section 203 of The Companies Act, 2013 :

i. Mr. Ranjit Pamo Lala, Managing Director

ii. Mr. Anil S. Karnad, Wholetime Director (operations)

iii. Mr. Sachin J. Vijayakar, Chief Financial Officer

iv. Mr. Arvind Bajoria, Company Secretary

BOARD EVALUATION

Securities Exchange Board of India (SEBI) vide its circular no. SEBI /HO /CFD /CMD /CIR /P /2017/004 dated 5^thJanuary, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Regulations and at the same time supported as well as coordinated with the Board to help in its decision making. The individual Directorsâ performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of NonIndependent Directors and the performance of the Board as a whole.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the applicable provisions of Section 186 of the Act during the year.

Pursuant to Section 186 of the Act, details of the Investments & loans made by the Company are provided in Note no. 5a & 5b of the Standalone Financial Statement.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same has been displayed on the Companyâs website at https://www.kilburnengg.com/wp-content/themes/ kilburn/pdf/policy/related-party-transaction-policy.pdf.

The Statement in Form AOC - 2 containing the details of the Related Party Transactions pertaining to contracts with Related Parties forms a part of this Report as Annexure - X .

MANAGERIAL REMUNERATION

attached to this Directorsâ Report. The details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on the website of the Company and can be accessed at: https://www.kilburnengg.com/wp-content/themes/ kilburn/pdf/policy/remuneration-policy.pdf

VIGIL MECHANISM

The Company has formulated a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the companyâs code of conduct or ethics policy. The Vigil Mechanism Policy is available on the website of Company and can be accessed at http:// www. kilburnengg.com/company-policy- main.

REMUNERATION POLICY

The Company has formulated a Remuneration Policy for Directors, Key Managerial Personnel and employees of the Company to ensure that adequate remuneration paid to attract, retain and motivate the senior management employees to run the company successfully. The Policy is available on the website of the Company at http:// www.kilburnengg. com/company-policy-main/ and also annexed herewith as Annexure - V.

RISK MANAGEMENT

Directors have adopted risk management policy to identify the risks involved in all activities of the Company. The main objective of this policy is to ensure sustainable business growth and to promote a pro-active approach in identifying, reporting, evaluating and mitigating risks associated with the business. The policy guides the board in identification of various business risks and to take appropriate steps to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with provisions of Section 135 of the Companies Act 2013 and SEBI Listing Regulations, with Mr. Amritanshu Khaitan (Chairman), Mr. Shourya Sengupta (Member) and Mr. Amitav Roy Choudhury (Member). The CSR Committee laid down the CSR policy of the Company which can be accessed at https://www.kilburnengg.com/wp-content/ themes/kilburn/pdf/policy/csr-policy.pdf. The Company made a total CSR expenditure amounting to ''. 28.00 Lakhs during the FY 2023-24. The details of said expenditure

are given in Annual Report on CSR Activities, attached herewith as Annexure - IV in the form prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN

As per the provisions of Section 92 (3) and Section 134(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 as amended from time, the Annual return of the Company for the year 2023 - 24 has been uploaded on the website of the Company at http://www.kilburnengg.com/

CREDIT RATING

The credit ratings awarded for credit facilities availed by the Company have been upgraded from ACUITE BBB -/ A3 to ACUITE BBB / A3 on May 22, 2024 by Acuite Ratings & Research Limited

MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, Five Board Meetings were held. The details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND, WHERE NECESSARY

In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as âIEPF Rulesâ) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund (âIEPFâ) maintained by the Central Government. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

The details of the past unclaimed dividends are available on the Companyâs website at www.kilburnengg.com

The details of proposed transfer of unclaimed amount and corresponding shares to Investor Education and Protection Fund are given in the Corporate Governance Report forming part of this Annual Report.

The Company has appointed Mr. Arvind Bajoria, Company Secretary as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at www.kilburnengg.com

OTHER DISCLOSURES During the year under review:

a. Your Company has constituted an Internal Committee (IC) to consider and resolve all sexual harassment complaints reported by women employees. The constitution of IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints reported or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

d. Except as disclosed elsewhere in the Report, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

e. Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

â¢ There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

â¢ There was no instance of one time settlement with any Bank or Financial Institution.

â¢ There was no revision in the previous financial statements of the Company.

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

Manmohan Singh

Place : Kolkata Chairman

Date : 27^th August, 2024 (DIN : 00699314)

Mar 31, 2023

The Directors of your Company are pleased to present the 35^th Annual Report and Audited Statement of Accounts for the financial year ended 31^st March, 2023.

Financial Results

		Rs. in Lacs
Financial Results	Year ended 31st March, 2023	Year ended 31st March,2022
Revenue from Operalions	22,153	12,275
Tolal Expenses (excluding finance cost & depreciation)	18,685	10,979
Profit from Operations before Depreciation, Finance cost and Tax	3,468	1296
Other Income	1,466	165
Finance Costs	792	878
Depreciation & Amorli/alion Expenses	265	279
Profit Before Tax	3,877	304
Tax Expenses	863	149
Profit/(Loss) for the Year	3,014	155

state of companyâs affairs

Revenue from Operations for the year under review increased to '' 22,153 Lakhs as against '' 12,275 Lakhs for the previous year registering an increase of 80.47%. Profit from Operations before Depreciation, Interest and taxation excluding other income was higher by '' 2,172 Lakhs. Profit after taxation stood at '' 3 ,014 Lakhs against '' 155 Lakhs in the previous year.

transfer to reserves

Your Directors do not propose to transfer any amount to general reserves for the financial year ended March 31, 2023.

dividend

The Board is pleased to recommend a divided of '' 1/- per share for the Financial Year 2022-23. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The Register of Members and Share Transfer Books will remain closed from 21-09-2023 to 27-09-2023 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2023.

share capital

The issued, subscribed and paid-up equity share capital as on March 31, 2023 was '' 35,80,85,940/-

During the year 2022 - 23, the Company has redeemed 1,55,00,000 Cumulative Redeemable Preference Shares (CRPS ) amounting to '' 1550 Lakhs, allotted to RBL Bank Ltd. at a Fair Value of '' 535 Lakhs. The resultant gain on early redemption of CRPS amounting to '' 1015 Lakhs, has been included in âOther Incomeâ during the year 2022 - 23.

Issue of equity shares on conversion of warrants on preferential basis

During the year 2022 - 23, the Company has allotted by way of preferential issue, 15,00,000 equity shares of '' 10 each at a premium of ''24 per equity share to the allottees in Promoter Category upon conversion of equivalent number of warrants on 29^th November, 2022.

material changes between the end of financial year and date of the board report

Further, the Company on April 21, 2023 also issued and allotted by way of Preferential Issue 5,50,000 equity shares of '' 10/-each at a premium of '' 70/- per share to the persons belonging to Public Category amounting to '' 4,40,00,000/-.

The Company had issued 44,11,764 Convertible Warrants of face value of '' 10/- each at a premium of '' 24/- each on preferential basis to the allottees under Promoter Category in FY 2021-22. Out of the total warrants issued in the previous year, 12,11,764 warrants pending for conversion into equity shares were converted into 12,11,764 equity shares of face value of '' 10/- each at a premium of '' 24/- each on 19^th June, 2023.

BSEâs in-principal approval and Listing approval were received on submission of required documents for the aforesaid issue of securities and the proceeds thereof were utilized for working capital requirements of the Company,

Other than the aforesaid issue of securities, there have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report,

operational review & state of the companyâs affairs

As you are aware your company is primarily engaged in Designing, Manufacturing, & Commissioning Customized / Critical Equipment/Systems for critical applications across a wide range of industries,

Process Equipment (PE): An improved economic environment led to a substantially higher inflow of orders as compared to the previous year,

Some of the orders which have been received and which were and are being executed during the year under review are :

â¢ Silos for storage of PTA.

â¢ Metal extraction plant for extraction of exotic material from refinery spent catalyst,

â¢ Dryer, cooler, Granulator and Coater for fertilisers,

â¢ Calciner package for API (Active Pharmaceutical Ingredients) industry,

Food Processing Equipment

During the year under review we have bagged a total of 103 orders in the domestic market and 5 from overseas Market for tea dryers,

Order Booking

The total order booking during the year was '' 354 Crores (previous year '' 163 Crores) and total unexecuted orders as on 31^st March, 2023 stood at '' 246 Crores (previous year '' 110 Crores)

future outlook

Your Company operates primarily in two divisions viz, Process Equipment and Tea Drying Equipment, The future outlook based on orders in hand and the expected order inflow appears to be encouraging,

A detailed review of the outlook of each division is incorporated in the Management Discussion and Analysis Report in Annexure I which forms part of this Report,

change in the nature of business

During the year there was no change in nature of business,

committees of the board

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholdersâ Relationship Committee

d) Corporate Social Responsibility Committee

The details of the requisite Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance

auditors & audit report

a) Statutory Auditors : At the AGM on 13,08,2019 M/s V, Singhi & Associates, Chartered Accountants (FRN :311017E) were appointed as Statutory Auditors for a tenure of five years upto AGM to be held in 2024,

Statutory Audit Report for FY 2022-23, has an unmodified opinion,

b) Internal Auditors : M/s, Bhide & Bhide, Chartered Accountants were appointed as Internal Auditors by the Board of Directors for 2022-23 and they have conducted internal audits periodically and submitted their reports to the Audit Committee, Their reports have been reviewed by the Statutory Auditors and the Audit Committee,

c) Cost Auditors : Your Company appointed M/s, D, Sabyasachi & Co, (FRN : 00369) Cost Accountants as Cost Auditors of the Company for the Financial Year 2022-23 and their appointment is proposed for 202324 at the remuneration set out in the notice of AGM and explanatory statement thereto,

The Provisions of Section 148(1) of the Act continue to apply to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2023,

d) Secretarial Auditors : M/s, Nitin Sharma & Associates, Mumbai were appointed as secretarial auditor of the Company for the Financial Year 2022-23, as required under section 204 of the Companies Act, 2013 read with the applicable rules, The Secretarial Audit Report for 2022-23 forms part of the Annual Report as Annexure - vi,

Explanations or comments by the Board on every qualification, reservation or observations made by the Secretarial Auditor

The observations of secretarial Auditor as per audit report in Form MR-3 attached herewith are self explanatory, and Company has established necessary systems to ensure timely compliance with the applicable statutory provisions in future,

declaration as per section 134(3)(CA) OF the companies act, 2013

During the year, the statutory auditors and secretarial auditor have not reported any instances of frauds committed by or against the Company by its Directors/Officers/ Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013 and rules made thereof. Therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

secretarial standards

Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi for the financial year ended March 31, 2023.

directorsâ responsibility statement

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms:

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 financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

5) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

management discussion & analysis

A separate report on Management Discussion & Analysis is appended to the Annual Report as Annexure âIâ and forms part of this Directors Report;

corporate governance

Report on Corporate Governance has been attached herewith as Annexure - II pursuant to the provisions of Regulation 34(3)

and 53(f) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

employee relations

Employee relations remained cordial throughout the year.

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 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended, is appended to this Annual Report as Annexure VII and forms part of this Directorsâ Report.

adequacy of internal control system with respect to the financial statements

The Company has a comprehensive system of internal control which is being strengthened. The internal control system is also subject to review by auditors. The Company has appointed a firm of auditors for conducting internal audit periodically and the report is considered by the Audit Committee of the Board headed by a Non-executive Independent Director.

directors

Mr. Navin Nayar (DIN : 00136057) and Mr. Aditya Khaitan (DIN : 00023788) retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Ranjit Pamo Lala (DIN : 07266678) was appointed as additional director and designated as Managing Director w.e.f. 15^th May, 2022 and his appointment as Managing director and terms of remuneration were proposed for approval of members by postal ballot on 14^th July, 2022 and the outcome of postal Ballot was announced on 12^th Aug., 2022 .

Ms. Arundhuti Dhar (DIN: 03197285) resigned as Independent Director w.e.f. 8^th August, 2022. The Board places on record its sincere appreciation for the valuable contribution made by Ms. Arundhuti Dhar during her tenure of association with the Company.

Ms. Priya Saran Chaudhri (DIN : 00704863) was appointed as additional director w.e.f. 3^rd November, 2022 for a term of 5 years subject to the approval of the Members. Thereafter, her appointment as Independent Woman director and terms of remuneration were approved by members through Postal Ballot (no. 01/ 2022 - 23) on 1^st February, 2023.

declarations by independent directors

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and

expertise in the fields of science and technology, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

key managerial personnel

During the year 2022-23, following officials continued as Key Managerial Personnel, pursuant to section 203 of The Companies Act, 2013 :

i. Mr. Ranjit Pamo Lala, Managing Director w.e.f 15^th May, 2022

ii. Mr. Anil S. Karnad, Wholetime Director (operations)

iii. Mr. Sachin J. Vijayakar, Chief Financial Officer

iv. Mr. Arvind Bajoria, Company Secretary

board evaluation

Securities Exchange Board of India (SEBI) vide its circular no. SEBI /HO /CFD /CMD /CIR /P /2017/004 dated 5^th January, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the new Evaluation Framework adopted by the Board, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2022-23. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adeguate and fulfilled the parameters stipulated in the evaluation framework. The Board also ensured that the Committees functioned adeguately and independently in terms of the reguirements of the Companies Act, 2013 and the Listing Regulations and at the same time supported as well as coordinated with the Board to help in its decision making. The individual Directorsâ performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of Non-Independent Directors and the performance of the Board as a whole.

holding, subsidiary and associate companies

Your Company has no holding or subsidiary company. As on 31^st March, 2023 Firstview Trading Private Limited holds 1,20,70,000 (33.71%) shares of your company and therefore your company can be termed as associate Company of Firstview Trading Private Limited within section 2(6) of the Companies Act, 2013.

particulars of loans, guarantees or investments

The Company has complied with the applicable provisions of Section 186 of the Act during the year.

Pursuant to Section 186 of the Act, details of the Investments & loans made by the Company are provided in Note no. 5a & 5b of the financial statement.

related party transactions

Your Board has developed and approved a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same has been displayed on the Companyâs website at http:// www. kilburnengg.com/company-policy-main.

The Statement in Form AOC -2 containing the details of the Related Party Transactions pertaining to contracts with Related Parties forms a part of this Report as Annexure - VIII.

managerial remuneration

Details of the ratio of the remuneration of each director to the median employeeâs remuneration and other details as reguired pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as per Annexure - IX. Mr. Ranjit Pamo Lala, Managing Director and Mr. Anil S. Karnad, Whole Time Director (operations) are the only Executive Directors in receipt of remuneration during 2022- 23, and remuneration details are available in the corporate governance details attached to this directorsâ report.

vigil mechanism

The Company has formulated a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the companyâs code of conduct or ethics policy. The VIGIL MECHANISM POLICY is available on the website of Company and can be accessed at http://www. kilburnengg.com/ company-policy- main.

remuneration policy

The Company has formulated a Remuneration Policy for Directors, Key Managerial Personnel and employees of the

Company to ensure that adequate remuneration paid to attract, retain and motivate the senior management employees to run the company successfully. The Policy is available on the website of the Company at http:// www.kilburnengg, com/company-policy-main/ and also annexed herewith as Annexure - V.

risk management

Directors have adopted risk management policy to identify the risks involved in all activities of the Company. The main objective of this policy is to ensure sustainable business growth and to promote a pro-active approach in identifying, reporting, evaluating and mitigating risks associated with the business. The policy guides the board in identification of various business risks and to take appropriate steps to mitigate the same.

corporate social responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with provisions of Section 135 of the Companies Act 2013 and SEBI Listing Regulations, with Mr. Amritanshu Khaitan (Chairman), Mr. Shourya Sengupta (Member) and Mr. Amitav Roy Choudhury (Member). The CSR Committee laid down the CSR policy of the Company which can be accessed at http://www.kilburnengg.com/company-policy-main/. The Company made a total CSR expenditure amounting to '' 10.00 Lakhs during the FY 2022-23. The details of said expenditure are given in Annual Report on CSR Activities, attached herewith as Annexure - IV in the form prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

extract of the annual return

As per the provisions of Section 92 (3) and Section 134(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 as amended from time, the Annual return of the Company for the year 2022 - 23 has been uploaded on the website of the Company at http://www.kilburnengg.com/annual-returns-of-the-company.

meetings of the board

During the financial year ended March 31, 2023, Five Board Meetings were held. Details of meetings held and attended by each Director are given in the Corporate Governance Report forming part of this Annual Report.

transfer of unclaimed amount to investor education and protection fund, where necessary

The details of proposed transfer of unclaimed amount to Investor Education and Protection Fund are given in the Corporate Governance Report forming part of this Annual Report.

other disclosures

During the year under review:

a. Your Company has constituted an Internal Committee (IC) to consider and resolve all sexual harassment complaints reported by women employees. The constitution of IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints reported or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

collaborators

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

acknowledgement

Mar 31, 2018

The Directors of your Company are pleased to present the 30^th Annual Report and Audited Statement of Accounts for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

(Rs. In Lac)

	Year ended 31^st March, 2018	Year ended 31^st March, 2017
Total Revenue	13,142	15,711
Total Expenses (excluding finance cost & depreciation)	10,503	12,729
Earnings Before Finance Costs & Depreciation (EBIDTA)	2,639	2,982
Finance Costs	1,722	1,196
Depreciation & Amortization Expenses	433	435
Profit Before Tax	484	1,351
Tax Expenses	149	418
Profit for the Year	335	933

DIVIDEND

Despite the depressed results; the Board of Directors have recommended a dividend of '' 10% i.e. Rs.1/- per Equity Shares of Rs.10 each.

REVIEW OF RESULTS - 2017-18

Detailed overview of the company''s operations during the year under review and a discussion on the future outlook has been covered in the "Management discussion and analysis" attached as Annexure - I to this report.

FUTURE OUTLOOK

Your company is primarily engaged in Designing, Manufacturing, & Commissioning Customized / Critical Equipments/Systems for critical equipments across a wide range of various industries.

A. Process Equipments (PE) : The Company started with an opening order book of Rs.69 Cr. The Company''s order booking is mainly dependent on replacement, demand and capacity increase plans of user industries. Since the product caters to diverse industrial sectors, the demand is never consistent over the years. During the second half year, most of the user industries deferred their CAPEX Plans resulting in a delay in receipt of orders from customers both domestic and international.

PE Developments till 31.03.2018: The Company Received Rs.34 Cr. orders during the 2^nd half year out of which Rs.19 Cr. were received in February / March 2018. The delayed receipt of orders left no scope for achieving significant progress in execution of the order under Percentage Completion Method of Accounting. This resulted in a substantial drop in the top line in the 3^rd & 4^th quarter and the unexecuted orders at the end of the year.

B. i) Food Processing Equipments: Your Company which operates mainly in Tea industry started with an order book of Rs.4 Cr. as at 01.04.2017. The progress of orders was slow due to draught and stagnation in the tea industry but resurgence of the domestic tea industry from second quarter of financial the year resulted in making up the order book. As on 31.03.2018 the unexecuted orders in hand was Rs.18 Cr.

ii) Continuous Withering System (CWS) :

As you are aware your Company developed and commissioned a Continuous Withering System (CWS) in one of the group companies last year. During the year under review the Company received an order for CWS from an overseas group company. The order received during 2016-17 was successfully commissioned during the year under review. The projects involve redesign of certain key equipments in our existing system (due to difference in the quality of the Tea caused by climatic conditions abroad). Your Company successfully completed supply / erection and commissioning of this system during 2017-18.

Successful working of our CWS in the African region will give definite marketing advantage to your Company. Further orders for our dryers along with CWS are expected during the year from Africa. It is to be stated that your Company has been able to give better quality and cost effective solution for withering and drying of Tea in the African market.

Your Company is also taking necessary steps to re-establish itself in Coconut Dryer Segment both in India and abroad. The results are encouraging.

AUDITORS

a) Statutory Auditors : At the AGM on 25.09.2017, M/s. S R B C & CO LLP, Chartered Accountants (Firm''s Registration no. : 324982E / E300003 ) were appointed as Statutory Auditors as per the provisions of Section 139(2) of the Companies Act, 2013 and the rules framed thereunder, upto the conclusion of Annual General Meeting to be held in 2022.

b) Internal Auditors : M/s. SPAN & Associates, Chartered Accountants were appointed as internal auditors by the Board of directors for 2017 -18 and they have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee. Their reappointment is for year 2018-19 has been proposed.

c) Cost Auditors : Your Company appointed M/s. D. Sabyasachi& Co. ( FRN : 00369 ) Cost Accountants as Cost Auditors of the Company for the Financial Year 2017-18 and their appointment is proposed for 2018 - 19 at the remuneration set out in the notice of AGM and explanatory statement thereto.

d) Secretarial Auditors : M/s. Dhrumil M. Shah, Mumbai were appointed as secretarial auditor of the Company for the Financial Year 2017-18, as required under section 204 of The Companies Act, 2013 read with the applicable rules. The Secretarial Audit Report for 2017 - 18 forms part of the Annual Report as Annexure - VII.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms :

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 financial year and of the Profit and Loss of the Company for the period;

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

5) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Report on Corporate Governance has been attached herewith as Annexure - II pursuant to the provisions of Regulation 34(3) and 53(f) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management discussion and Analysis report which outlines the salient points in the company''s performance human resources and other salient points is attached as Annexure - I.

EMPLOYEE RELATIONS

Employees'' relations were cordial throughout the year (there was some unrest in the second half). Several HR, IR initiatives including several training programs to improve employee relations and commitments have been initiated during the year and have been well accepted.

The tripartite long term agreement with the bargainable employees of your Company has expired during the year. Keeping in mind the long-term vision of the Company and its sustainability, the management has worked out a strategy of maximum outreach to all the employees by regular communication of the business plans and delivery requirements. Along with this, a well thought fall back plan has been put in place to maintain continuity at cost.

Both these together has ensured that relations remained cordial throughout the year and the strategy of the Company has been well accepted.

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 134 (3) (m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended, is appended to this Annual Report as Annexure "VIII" and forms part of this Directors'' Report.

ADEQUACY OF INTERNAL CONTROL SYSTEM WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company has a comprehensive system of internal control which is being strengthened. The internal control system is also subject to review by auditors.

The Company has appointed a firm of auditors for conducting internal audit on a half yearly basis and the report is considered by the Audit Committee of the Board headed by a Non-executive Independent Director.

DIRECTORS

Mr.Supriya Mukherjee continued as Managing Director of the Company during the year, as per terms of appointment approved by members. Board of directors had reappointed Mr. Mukherjee as Managing Director for a tenure of one year since 01.04.2017 at the same terms of remuneration, which was approved by members of the Company at AGM on 25^th September, 2017.

Mr.SubirChaki was appointed as an additional director by the Board in their meeting held on 13^th November, 2017. In view of the rich experience of Mr.SubirChaki, he was designated as Whole Time Director (Operations) w.e.f. 13^th November, 2017. In their meeting held on 14^th February, 2018, Board resolved to appoint Mr.SubirChaki as Managing Director w.e.f 01-04-2018 consequent to the retirement of Mr.Supriya Mukherjee on 31-03-2018 on completion of his tenure, subject to the approval of the members.

Mr.AmritanshuKhaitan, director retires by rotation pursuant to Section 152 of The Companies Act, 2013 at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

KEY MANAGERIAL PERSONNEL

During the year 2017 - 18, following officials continued as Key Managerial Personnel, pursuant to section 203 of The Companies Act, 2013 :

i. Mr.Supriya Mukherjee, Managing Director

ii. Mr.SubirChaki , Whole Time Director

iii. Mr. Suresh Shenoi (A. Suresh), Chief Financial Officer

iv. Mr.ArvindBajoria, Company Secretary

BOARD EVALUATION

Securities Exchange Board of India (SEBI) vide its circular no. SEBI /HO /CFD /CMD /CIR /P /2017/004 dated 5^th January, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

Pursuant to the new Evaluation Framework adopted by the Board, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2017 - 18. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Regulations and at the same time supported as well as coordinated with the Board to help in its decision making. The individual Directors'' performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has no holding or subsidiary company. Williamson Magor& Company Limited is holding 4319043 equity shares constituting 32.58% of total shareholding of the Company, so it is an associate company within the meaning of section 2 (6) of The Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same has been displayed on the Company''s website at http:// www.kilburnengg.com/company-policy-main.

The Statement in Form AOC -2 containing the details of the Related Party Transactions pertaining to contracts with Related Parties forms a part of this Report as Annexure - IX.

MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as per annexure - X.

Mr.Supriya Mukherjee, Managing Director and Mr.SubirChaki Whole Time Director were two Executive Directors in receipt of remuneration, and remuneration details are available in the corporate governance details attached to this directors'' report.

VIGIL MECHANISM

The Company has formulated a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The VIGIL MECHANISM is available on the website of Company and can be accessed at http://www. kilburnengg.com/company-policy-main.

REMUNERATION POLICY

The Company has formulated a Remuneration Policy for Directors, Key Managerial Personnel and employees of the Company to ensure that adequate remuneration paid to attract, retain and motivate the senior management employees to run the company successfully. The Policy is available on the website of the Company at http:// www.kilburnengg.com/company-policy-main/ and also annexed herewith as Annexure - V.

RISK MANAGEMENT

Directors have adopted risk management policy to identify the risks involved in all activities of the Company. The main objective of this policy is to ensure sustainable business growth and to promote a pro-active approach in identifying, reporting, evaluating and mitigating risks associated with the business. The policy guides the board in identification of various business risks and to take appropriate steps to mitigate the same.

The Company has constituted Corporate Social Responsibility (CSR) Committee in 2016-17 in compliance with provisions of Section 135 of the Companies Act 2013 and SEBI Listing Regulations, with Mr.Manmohan Singh (Chairman), Mr.GobindSaraf (Member) and Mr.Supriya Mukherjee (Member). The CSR Committee laid down the CSR policy of the Company which can be accessed at http://www.kilburnengg.com/ company-policy-main/. The Company made a total CSR expenditure amounting to Rs.18.60 Lac (through various implementing agencies) during the FY : 2017-18. The details of said expenditure are given in Annual Report on CSR Activities, attached herewith as Annexure - IV in the form prescribed under the Companies ( Corporate Social Responsibility Policy ) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9, as per annexure - VI forms part of the Board''s report.

OTHER DISCLOSURES

During the year under review:

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

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

Place : Kolkata AdityaKhaitan

Date : 13^th August, 2018 Chairman

Mar 31, 2016

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

The Directors of your Company are pleased to present the 28^th Annual Report and Audited Statement of Accounts for the financial year ended 31^st March, 2016.

FINANCIAL RESULTS

(Rs. In Lac)

	Year ended 31^st March, 2016	Year ended 31^st March, 2015
Revenue from Operations	13,508	12,069
Profit before tax	930	582
Tax Expenses	137	168
Profit after tax	793	414
Balance brought forward from previous year	5,807	5,405
Amount available for appropriation	6,600	5,807
Less: Appropriations	319	-
Balance carried forward to Balance Sheet	6,281	5,807

DIVIDEND

In view of the improved performance of the Company the Board of Directors recommend a Dividend of 20% i.e. Rs. 2.00 per equity share of Face Value of Rs. 10/- for the Financial Year 2015-16. The dividend pay-out amounts to Rs. 319 Lac including dividend distribution tax.

REVIEW OF OPERATIONS - 2015-16

As you are aware your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/ systems for diverse applications. The Company''s sales registered growth by over 12% during the year. Profit Before Tax (PBT) increased to 7% against 5 % on revenue during the previous year. This was mainly due to the Company''s executing orders of value added products.

ORDER BOOK (Process Equipment)

Your Company has succeeded in securing good quality, value added / technology based orders for its specialized/ customized equipment / systems. Additional investment towards Capex in certain industrial sectors including Oil & Gas is expected to help the Company to book substantially higher level of orders for its products during the current year.

Some of the orders which have been received and are being executed during the year under review are :

-Rotary Calciner for Soda Ash Industries including 800 Tons capacity.

-IUG Systems for offshore platforms.

-Fluidised Bed Dryer cum Cooler

-Rotary Dryers, Coolers, Granulators and Lump Crushers from a reputed Fertilizer Company

-Conveyor Dryers & Rotary Oven for food industries.

Total unexecuted orders as on 31^st March 2016 stood at Rs. 94 Cr. (Previous Year Rs. 71 Cr.)

FUTURE OUTLOOK

Your company operates primarily in two divisions viz. Process Equipment and Tea Drying Equipment. Future outlook for process equipments based on orders under execution and expected orders under negotiation is encouraging. The tea drying sector has been subdued during the year but is expected to improve. We expect to maintain the trend of overall improved performance in the current and following year particularly in view of projected order inflow for value added products both from the domestic and export market.

A detailed review of the operations is incorporated in the Management Discussion and Analysis Report in Annexure A which forms part of this Report.

MATERIAL CHANGES & COMMITMENTS DURING THE YEAR

The Directors at their meeting on 31^st March 2016 have decided to amalgamate engineering Companies viz. McNally Bharat Engineering Company Ltd. and EMC Limited along with their subsidiaries with your Company.

Based on report of a committee of officials from all amalgamating Companies a scheme for amalgamation was formulated and approved by the Board of Directors of respective Companies. Further, based on a valuation report made by an independent Chartered Accountant and fairness report given by an independent merchant banker, Share exchange ratio was finalized which will be implemented after obtaining necessary approvals.

The core objective of the merged entity will be to emerge as a total engineering solution provider with comprehensive manufacturing, Construction and Resource Management capability, which will not only improve its marketability but will also lead to multiple opportunity creation. Each constituent of the merged entity will bring into the common pool their list of unique clientele. Thus the common pool will be able to compile a combined list of niche customers who can now be approached with huge expanse of service range.

The scheme will facilitate debt consolidation which will improve the debt servicing abilities through improved cash flows. Superior asset backing coupled with healthier liquidity will lead to improved gearing which will be encouraging for banks and institutions.

The draft scheme of amalgamation has received approval from the Competition Commission of India and is currently awaiting approvals from other regulatory bodies. The merger will be effective from the date of high court approval.

AUDITORS

a) Statutory Auditors : M/s Deloitte Haskins & Sells (Firm''s Registration No. : 117364W), Statutory Auditors of the Company hold the appointment for a term of three years upto 2017 and their appointment is subject to ratification by members at the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for continuation as Statutory Auditors.

b) Internal Auditors : M/s. SPAN & Associates, Chartered Accountants were appointed as internal auditors by the Board of directors for 2015 - 16 and they have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee.

c) Cost Auditors : Your Company appointed M/s. D. Sabyasachi & Co. (FRN : 00369) Cost Accountants as Cost Auditors of the Company for the Financial Year 2015-16 and their appointment is proposed for 2016 - 17 at the remuneration set out in the notice of AGM and explanatory statement thereto.

d) Secretarial Auditors : M/s. Dhrumil M. Shah, Mumbai were appointed as secretarial auditor of the Company for the Financial Year 2015 - 16, as required under section 204 of The Companies Act, 2013 read with the applicable rules. The Secretarial Audit Report for 2015 - 16 forms part of the Annual Report as Annexure VI.

AUDIT REPORT

In respect of the qualification in the Auditors'' Report regarding partial provision for diminution in the value of investment in equity shares of McNally Bharat Engineering Company Limited, 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 partial provision during the year under review to cover the diminution in the value of the investments.

The Company has also filed Form B with the stock exchanges as required by the regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms :

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 financial year and of the Profit and Loss of the Company for the period;

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

5) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) and 53(f) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report (Annexure - I), Report on Corporate Governance and Compliance Certificate on Corporate Governance (Annexure VIII) are annexed to this Report.

EMPLOYEE RELATIONS

Employees'' relations were cordial throughout the year. Several HR, IR initiatives to improve employee relations have been initiated during the year and have been well accepted.

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 134 (3) (m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended, is appended to this Annual Report as Annexure "II" and forms part of this Directors'' Report.

ADEQUACY OF INTERNAL CONTROL SYSTEM WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company has a comprehensive system of internal control which is being strengthened. The internal control system is also subject to review by auditors.

DIRECTORS

Mr. Supriya Mukherjee continued as Managing Director of the Company during the year, as per terms of appointment approved by members. Company also received approval of the Central Government pursuant to provisions of Section 197 of The Companies Act, 2013 for waiver of recovery of excess remuneration paid to the Managing Director during 2015 - 16 and for payment of remuneration payable to the Managing Director for his 2 years tenure of 2015 - 16 & 2016 -17; as per terms of remuneration approved by the members, with some reduction. It may be noted the same level of remuneration that Mr. Mukherjee had been paid since 01.04.2010 has been maintained while seeking approval of the Central Government as aforesaid.

Members appointed Mr. Aditya Khaitan and Mrs. Priya Saran Chaudhri as directors of the company at previous AGM of the Company held on 28^th September, 2015.

Mrs. Priya Saran Chaudhri, director retires by rotation pursuant to Section 152 of The Companies Act, 2013 and Article 86 of Articles of Association of the Company at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

KEY MANAGERIAL PERSONNEL

During the year 2015 - 16, following officials continued as Key Managerial Personnel, pursuant to Section 203 of The Companies Act, 2013 :

i. Mr. Supriya Mukherjee, Managing Director

ii. Mr. A. Suresh, Chief Financial Officer

iii. Mr. Arvind Bajoria, Company Secretary

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has no holding or subsidiary company. Williamson Magor & Company Limited is holding 4319043 equity shares constituting 32.58% of total shareholding of the Company, so it is an associate company within the meaning of Section 2 (6) of The Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same is uploaded on the Company''s website.

Your Company has not entered into any contracts/arrangements with related parties as required under Section 188(1) of the Companies Act, 2013, during the year under review. However there are contracts/arrangements with related parties as defined by the said Act, executed prior to April 1, 2014 and the Statement in Form AOC -2 containing the details of the Related Party Transactions pertaining to such ongoing contracts forms a part of this Report as Annexure III .

MANAGERIAL REMUNERATION

Mr. Supriya Mukherjee, Managing Director is the only executive director in receipt of remuneration, the details of which are available in the corporate governance report attached to the directors'' report.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The VIGIL MECHANISM is available on the website of Company.

REMUNERATION POLICY

The Company has formulated a Remuneration Policy for Directors, Key Managerial Personnel and employees of the Company to ensure that adequate remuneration paid to attract, retain and motivate the senior management employees to run the company successfully. The Policy is available on the website of the Company and also annexed herewith.

RISK MANAGEMENT

Directors have adopted risk management policy to identify the risks involved in all activities of the Company. The main objective of this policy is to ensure sustainable business growth and to promote a pro-active approach in identifying, reporting, evaluating and mitigating risks associated with the business. The policy guides the board in identification of various business risks and to take appropriate steps to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company will constitute Corporate Social Responsibility (CSR) Committee in 2016-17 in compliance of provisions of Section 135 of the Companies Act 2013 and SEBI Listing Regulations.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9, as per annexure VII forms part of the Board''s report.

OTHER DISCLOSURES

During the year under review:

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

COLLABORATORS

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

ACKNOWLEDGEMENT

For and on behalf of the Board

Place : Kolkata Aditya Khaitan

Date : Aug 9, 2016 Chairman

Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present the 27th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. In Lacs)

Year ended Year ended 31st March, 31st March, 2015 2014

Revenue from Operations 12,069 11,651

Profit before tax 582 326

Tax Expenses 168 87

Profit after tax 414 239

Balance brought forward from 5,405 5,166 previous year

Amount available for appropriation 5,807 5,405 (After adjustment of depreciation of Rs. 10.87 lacs on tangible fixed assets with Nil residual life)

Less: Appropriations - -

Balance carried forward to Balance Sheet 5,807 5,405

DIVIDEND

Board of Directors did not recommend dividend for the current year, due to inadequate profits.

REVIEW OF OPERATIONS 2014-15

As you are aware your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/ systems for diverse applications. The company registered marginal growth in revenue by 3% during the year under review, due to difficult economic environment.

ORDER BOOK

An improved macro economic environment led to better inflow of Process Equipment related customized orders which normally involve 8 to 18 months execution period. During 2014-15, following good critically customized equipments orders have been executed and/ or currently under execution.

Export Orders

* For Paddle Dryers and Coolers from a reputed overseas manufacturer of lime and dolime Domestic Orders

* For Rotary Calciner having 480 TPD capacity for Reputed Soda Ash manufacturer.

* For Nuclear Reactor's Ventilation project from a reputed infrastructure Company.

* For Rotary Dryers, Coolers, Granulators and Lump Crushers from a reputed fertilizer company FUTURE OUTLOOK

Your company operates primarily in two divisions viz. Process Equipment and Food Processing Equipment. The future outlook based on the expected order inflow 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 qualification in the Auditors' Report regarding partial provision for diminution in the value of investment in equity shares of Mcnally Bharat Engineering Company Limited, 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 filing Form B with the stock exchanges as required by the SEBI Circular No. CIR. CFD/ DIL/7/2012 Dated August 13, 2012.

Pursuant to the provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms :

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 financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

5) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report as Annexure "I" and forms part of this Director's Report;

MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2015 and the date of this Report.

EMPLOYEE RELATIONS

Your Company believes employees are its key strengths. Your Board would like to place on record its appreciation of employees for their contribution to the business.

During 2014 - 15, Saravali factory witnessed labour unrest in the second half as workmen raised some demands outside the purview of settlement in October 2013 entered into between workmen and your Company for four years period upto October 2017. In May 2015, settlement of the issues of workmen has been made and industrial relations continue to be cordial and amicable.

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 134 (3) (m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended, is appended to this Annual Report as Annexure "II" and forms part of this Directors' Report.

ADEQUACY OF INTERNAL CONTROL SYSTEM WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company has a comprehensive system of internal control to safeguard the Company's assets against any loss from unauthorized use and ensure proper authorization of financial transactions.

The Company has internal control systems commensurate with the size and nature of the business and has experienced personnel positioned adequately in the organization to ensure internal control processes and compliances. The Company takes abundant care in designing, reviewing and monitoring regularly the working of inter control systems and their compliances for all important financial internal control processes. The Audit findings are reported on quarterly basis to the Audit Committee of the Board headed by a Non-executive Independent Director.

The Company has been further strengthening the internal control system by implementation robust ERP systems based on FACT platform. This ensures high degree of systems based checks and controls.

CORPORATE GOVERNANCE

In compliance with revised Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. The report has details of formal evaluation by the Board of its own performance, its committees and individual directors. A certificate from a Practicing Company Secretary regarding compliance of the condition of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended as Annexure - III and forms part of this Directors' Report.

Mr. Supriya Mukherjee has been appointed as Managing Director for a period of three years effective April 1, 2014 at the 26th Annual General Meeting of the Company.

Mr. S. R. Dasgupta, Mr. Padam Kumar Khaitan, Mr. Manmohan Singh and Mr. Gobind Saraf, who have been Directors of the Company and also been Independent Directors of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, were appointed as Independent Directors for a period of five consecutive years at the 26th Annual General Meeting of the Company, held on September 30, 2014 in terms of Section 149 and other applicable provisions of the Companies Act, 2013.

With profound grief, we inform the sad demise of our beloved chairman, Mr. Deepak Khaitan, Chairman on 9th March, 2015 after prolonged illness. The Board places on record its profound sorrow on the loss of Mr. Deepak Khaitan and also its deep appreciation of the valuable contributions made by him during his long association with the Company.

Board of directors appointed Mrs. Priya Saran Chaudhri as additional director effective 14th November, 2014 and Mr. Aditya Khaitan as additional director (Chairman of the Board) effective 31st March, 2015. Both the directors hold office upto the ensuing Annual General Meeting and their appointment is proposed as regular director of the company.

Mr. Amritanshu Khaitan, director retires by rotation pursuant to Section 152 of The Companies Act, 2013 and Article 86 of Articles of Association of the Company at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

DECLARATIONS BY INDEPENDENT DIRECTORS

Necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed, have been received.

KEY MANAGERIAL PERSONNEL

During the year 2014 - 15, following officials continued as Key Managerial Personnel, pursuant to section 203 of The Companies Act, 2013 :

i. Mr. Supriya Mukherjee, Managing Director

ii. Mr. Anjaneyan Suresh, Chief Financial Officer

iii. Mr. Arvind Bajoria, Company Secretary

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has no holding or subsidiary company. Williamson Magor & Company Limited is holding 4319043 equity shares constituting 32.58% of total shareholding of the Company, so it is an associate company within the meaning of section 2 (6) of The Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Your Board has developed and approved a Related Party Transactions Policy for purposes of identification and monitoring of related party transactions and the same is uploaded on the Company's website.

Your Company has not entered into any contracts/arrangements with related parties as required under Section 188(1) of the Companies Act, 2013, during the year under review. However there are contracts/arrangements with related parties as defined by the said Act, executed prior to April 1, 2014 and the Statement in Form AOC -2 containing the details of the Related Party Transactions pertaining to such ongoing contracts forms a part of this Report as Annexure .

MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as per annexure V.

Mr. Supriya Mukherjee, Managing Director is the only executive director in receipt of remuneration, and its details are in the corporate governance report and annexure VII attached to this directors' report.

STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (Firm's Registration No. : 117364W ), Statutory Auditors of the Company hold the appointment for a term of three years upto 2017 and their appointment is subject to ratification by members at the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for continuation as Stautory Auditors.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The VIGIL MECHANISM is available on the website of Company.

REMUNERATION POLICY

The Company has formulated a Remuneration Policy for Directors, Key Managerial Personnel and employees of the Company to ensure that adequate remuneration paid to attract, retain and motivate the senior management employees to run the company successfully. The Policy is available on the website of the Company and also annexed herewith (Annexure IV).

RISK MANAGEMENT

Directors have adopted risk management policy to identify the risks involved in all activities of the Company, set up adequate controls to timely mitigate the risks.

SOCIAL CONTRIBUTION

The Company continues to support social causes and has, like in the previous years, made contributions for underprivileged people. The Company will continue to support social projects that are consistent with the policy.

COST AUDITOR

Pursuant to section 148 of The Companies Act, 2013, Board of Directors in their meeting held on 28th May, 2015 reappointed M/s. Sabyasachi & Co., Cost Accountants as Cost Auditor for conducting the audit of the cost accounting records of the company for the financial year 2015-16. The remuneration payable to the Cost Auditors for the said year is being placed for ratification by the Members at the forthcoming Annual General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit Report by M/s. Dhrumil M. Shah & Co., Practicing Company Secretaries is annexed to the report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9, as per annexure - forms part of the Board's report.

OTHER DISCLOSURES During the year under review:

a. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b. Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

c. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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 Aditya Khaitan Date: May 28, 2015 Chairman

Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS (Rs In Lacs) Year ended Year ended 31st March 31st March, 2014 2013

Revenue from Operations 12,172 7,916

Profit/(Loss) before tax 326 (1,681)

Tax Expenses (MAT) 87 -

Profit/(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 profits 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 inflow 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 fine 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.

FUTURE OUTLOOK

Your company operates primarily in two divisions viz. Process Equipment and Food Processing Equipment. The future outlook based on the expected order inflow 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 qualification 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 filing 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 confirms :

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 financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient 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.

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 certificate 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 confirmed 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 certificate 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 certificate 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 financial 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 financial 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

Mar 31, 2013

The Directors submit the 25th Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. In Lacs)

Year ended Year ended 31st March, 31st March, 2013 2012

Gross Sales 7,916 10,088

(Loss)/Proft before tax (1,681) 183

Tax Expenses - 120

(Loss)/ Proft after tax (1,681) 63

Balance brought forward from previous year 6,847 6,784

Amount available for appropriation 5,166 6,847

Less : Appropriation - -

Balance carried forward to Balance Sheet 5,166 6,847

DIVIDEND

Due to losses your Directors are unable to recommend any dividend for the year ended 31st March, 2013.

REVIEW OF OPERATIONS 2012 - 2013

Your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/ systems for diverse applications. The macroeconomic challenges adversely impacted capital goods sector and as a result considerably restricted the order infow of your Company both from the domestic and export markets. A number of reputed customers either deferred or cancelled their CAPEX programme during the year under review. As a result, Sales of your Company plummeted to Rs. 79 crores during the year under review as against RS. 100 crores in the preceding fnancial year. The decline in sales coupled with higher input/ interest costs and depreciation charges severely affected the Company''s bottom line.

FUTURE OUTLOOK

- Process Equipment

With the likely upturn of global/ Indian economy, your Company is expected to improve its order book both from the export and domestic markets, for its diverse range of customized Process Equipment. The Company''s proven track record of supplying various customized equipment/ systems both offshore and onshore and its renewed efforts to explore export markets are expected to result in much higher sales from the current year and onwards.

The Company started receiving last six months value added orders for its Process Equipment from Domestic and Export Markets namely USA, UAE, Netherlands, Egypt, Africa, South Korea and Spain. Considering these Process Equipment related orders and steady sales growth of Tea Dryers, the Company is hopeful of achieving substantially higher sales in 2013-14. Barring unforeseen circumstances, the Company expects positive operating results in 2013-14. In view of the product quality and other competitive advantages that your Company enjoys, we expect sustainable sales growth in the years ahead.

- Food Processing Equipment

Your Company is a Market Leader in Tea Dryers. The improved Phase VI Dryer launched during 2011-12 has been very well accepted by the market both domestic and export. During 2012-13 the Company posted substantial growth in sales of tea dryers both in domestic and export markets as compared to 2011-12. The Company expects to maintain the improved trend of sales growth in this segment.

Your Company has supplied Paddy Drying Systems to some rice millers in India and based on the results achieved, your Company has redesigned a new cost effective drying system for various categories of millers.

AUDIT REPORT

In respect of the qualifcation 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. Notwithstanding that the investment is of a long term nature and in our view the value of the said investment is poised for appreciation in the foreseeable future, the Company has considered it appropriate to make a provision ofRs. 200 Lacs during the year under review. Further provision if considered necessary, will be made progressively based on the performance of this strategic investment and future market value of shares.

The Company is also fling 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 confrms:

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 fnancial year and of the Proft and Loss of the Company for the period;

3) that the Directors have taken proper and suffcient 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 Directors'' Report.

HUMAN RESOURCE DEVELOPMENT

The Company considers human resources as its most critical asset and has put in place various practices to ensure healthy and smooth work environment. Industrial relations continued to be cordial and harmonious throughout the year.

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

The information relating to Conservation of energy, Technical 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 provision 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.

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. Certifcate from Practicing Company Secretaries regarding compliance of the condition of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report and forms part of this Directors'' Report.

DIRECTORS

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

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 certifcate 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 certifcate 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 the Financial Year 2013-2014.

COST AUDITOR

The Ministry of Corporate Affairs (MCA) has 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 fnancial year.

The Board of Directors has 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 Financial year 2013-14 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, 2013 Director Managing Director

Mar 31, 2012

The Directors of your Company are pleased to present the 24th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS ( Rs. In Lac)

Year ended Year ended

31st March, 31st March, 2012 2011

Gross Sales 10,088 13,346

Gross Profit before interest, finance charges and depreciation 1,028 1,709

Interest & Finance charges 632 279

Depreciation 213 96

Profit before tax 183 1,334

Tax Expenses 120 422

Profit/(Loss) after tax 63 912

Balance brought forward from previous year 6,784 6,350

Amount available for appropriation 6,847 7,262

Less: Appropriations

Proposed Dividend - 332

Tax on Dividend - 55

Transfer to General Reserve - 91

Balance carried forward to Balance Sheet 6,847 6,784

DIVIDEND

Considering inadequacy of profits for the financial year 2011-2012, the Board of Directors are unable to recommend dividend for the year.

OPERATIONAL HIGHLIGHTS

During the financial year 2011-12, the macroeconomic challenges impacted adversely the operations of your Company. The gross turnover of the Company decreased to Rs. 100 crore during the year under review as against Rs. 133 crore in the preceding financial year. Export turnover also decreased to Rs. 27 crore from Rs. 42 crore in the previous year. The lower turnover and higher input/interest costs and depreciation charges have adversely affected the Company's bottom line.

Your Company is primarily engaged in designing, manufacturing and commissioning customized equipment/systems and in several cases the customers, both domestic and overseas, either deferred or cancelled their capex programme.

FUTURE OUTLOOK

- Process Equipment

During the current year the sluggishness in order inflow of Process Equipment is continuing with an adverse bearing on the current year's operations.

With the likely upturn of global/Indian economy expected from 2013 leading to reversal of Industrial slowdown both in export and domestic market, your Company is expected to improve its order book for its diverse range of customized Process Equipment.

During last one year, the new state-of-the-art manufacturing facility has been approved by a number of large companies both domestic and overseas. Your Company expects regular business from these sources. The Company's ongoing efforts to strengthen its position as a reliable provider of drying solutions for several Industrial Sectors are expected to yield results in future. The Company's proven track record of supplying various customized equipment/system both offshore and onshore coupled with renewed efforts to explore additional business in the oil and gas sector are likely to result in sales growth. The Company is also expecting growth in the business of fabrication of exotic input materials including titanium, hastalloy, nickel, duplex, etc.

During the current year, for the first time in the country, the Company has installed a Coke Drying System for a leading steel company. The Company expects to extend the application of the Coke/Coal Drying System in collaboration with its overseas technology provider in areas like power plants, mine sites etc. This system is expected to be quite beneficial in Indian Market which is dependent on high moisture coal for power generation.

The Company has recently entered into an understanding for receiving technology from Nova-Synergy Industrial Solutions SL, Spain for exploring business opportunities in respect of Waste Heat Recovery Systems, Fired Heaters, Process Skids, Reformers, etc. The Company has also entered into a technical collaboration arrangement with Technicas Reunidas, Spain for securing business in the area of Fuel Gas Conditioning Systems for Power Plants.

During the current year the order inflow continues to remain bearish. However, based on what has been stated above, the Company expects to improve its performance in the next fiscal, i.e. 2013-14 as compared to the current year.

- Food Processing Equipment

Your company has supplied Paddy Drying systems to some rice millers in India and based on the results achieved, your Company has redesigned a new cost effective drying system for various categories of millers. Post successful launching of the redesigned system, the Company expects to penetrate the large Paddy Market.

During the year your Company, a market leader in Tea Dryers, has launched an improved Phase VI model tea dryer. Your Company expects good order inflow for Phase VI model Tea Dryer both from domestic and export market in the current year.

- E.P.C.

In view of your Company having vast experience in design, engineering, procurement, installation and commissioning of critically customized Process Equipment/Systems for diverse industries like Chemical, Petrochemical, Fertilizers, Oil & Gas, Foundry, Coal, Food & allied industries, the Company has embarked on EPC related activities involving its core segment of business i.e. customized Process Equipment. During the year the Company is executing an EPC order for Rotary Tray Dryer & Calciner received from Heavy Water Board. The Company has recently received an order from a fertilizer Company for the supply of Granulator and related site activities.

RELOCATION TO NEW FACTORY

During the year your Company has shifted its entire operations from the erstwhile locations of Taloja and Mulund, Mumbai to its new state-of-the-art manufacturing complex at Saravali near Thane, Maharashtra, India. Commercial production at the new factory commenced during the year under review. With the revival of Capital Goods Sector, the new manufacturing complex with much higher capacity is expected to contribute to the growth in sales and profitability of the Company in the years ahead.

DIRECTORS

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

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 certificate 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 certificate 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 the Financial Year 2012-2013.

AUDIT REPORT

In respect of the qualification in the Audit Report regarding non-provision for diminution in investments, your Directors are of the view that Note 26.4 of Notes forming Part of the Financial Statements has appropriately dealt with the qualification.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. S. R. Dasgupta (Chairman), Mr. Manmohan Singh, Mr. Supriya Mukherjee and Mr. Gobind Saraf.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

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 financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient 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 Directors' Report;

HUMAN RESOURCE DEVELOPMENT

The Company considers human resources as its most critical asset and has put in place various practices to ensure healthy and smooth work environment. Industrial relations continued to be cordial and harmonious throughout the year.

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

The information relating to Conservation of Energy, Technical 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.

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. Certificate from Practicing Company Secretaries regarding compliance of the conditions 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.

COLLABORATORS

The Board places on record its sincere appreciation to its collaborators Nara Machinery Co. Ltd., Japan and Carrier Vibrating Equipment Inc, of USA for extending their valuable support and co-operation.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to their bankers, customers, dealers, suppliers, Stock Exchanges, Government and 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

Deepak Khaitan Chairman

Kolkata 11th August, 2012

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Directors Report of Kilburn Engineering Ltd.

FINANCIAL HIGHLIGHTS

STATE OF COMPANYâS AFFAIRS

TRANSFER TO RESERVES

DIVIDEND

CHANGES IN SHARE CAPITAL

MATERIAL CHANGES BETWEEN THE END OFFINANCIAL YEAR AND DATE OF BOARD REPORT

OPERATIONAL REVIEW & STATE OF THECOMPANYâS AFFAIRS

ACQUISITION OF PRIME FACTORY UNIT

ACQUISITION OF MONGA STRAYFIELD PRIVATELIMITED

HOLDING, SUBSIDIARY AND ASSOCIATECOMPANIES

CONSOLIDATED FINANCIAL STATEMENT

FUTURE OUTLOOK

CHANGE IN THE NATURE OF BUSINESS

COMMITTEES OF THE BOARD

AUDITORS & AUDIT REPORT

DECLARATION AS PER SECTION 134(3)(ca) OF THECOMPANIES ACT, 2013

SECRETARIAL STANDARDS

DIRECTORSâ RESPONSIBILITY STATEMENT

MANAGEMENT DISCUSSION & ANALYSIS

CORPORATE GOVERNANCE

EMPLOYEE RELATIONS

DIRECTORS

DECLARATIONS BY INDEPENDENT DIRECTORS

KEY MANAGERIAL PERSONNEL

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS

RELATED PARTY TRANSACTIONS

MANAGERIAL REMUNERATION

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REMUNERATION POLICY

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EXTRACT OF THE ANNUAL RETURN

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MEETINGS OF THE BOARD

OTHER DISCLOSURES

COLLABORATORS

ACKNOWLEDGEMENT

STATE OF COMPANYâS AFFAIRS

TRANSFER TO RESERVES

DIVIDEND

SHARE CAPITAL

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT

OPERATIONAL REVIEW & STATE OF THE COMPANYâS AFFAIRS

Order Booking

ACQUISITION OF M. E ENERGY PRIVATE LIMITED

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

CONSOLIDATED FINANCIAL STATEMENT

FUTURE OUTLOOK

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COMMITTEES OF THE BOARD

AUDITORS & AUDIT REPORT

DECLARATION AS PER SECTION 134(3)(CA) OF THE COMPANIES ACT, 2013

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DIRECTORSâ RESPONSIBILITY STATEMENT

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CORPORATE GOVERNANCE

EMPLOYEE RELATIONS

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DIRECTORS

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RELATED PARTY TRANSACTIONS

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REMUNERATION POLICY

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EXTRACT OF THE ANNUAL RETURN

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MEETINGS OF THE BOARD

COLLABORATORS

ACKNOWLEDGEMENT

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