Kbil 2010

KIRLOSKAR BROTHERS INVESTMENTS LIMITED Enriching Lives
ST
1 ANNUAL REPORT 2009 - 2010
Let's celebrate the spirit
E N G I N E E R I N G SMILES GLOBALLY
Since its inception over a century ago, the Kirloskar
Group has engineered smiles across the world by being
a harbinger of prosperity to millions and by going Green.
The Group began large-scale operations with Kirloskar
Brothers Limited's plant in Kirloskarvadi in 1910. -
Right from pioneering India's agricultural success-story
with innovative products like the iron plough,,
motor engines and pumps to being the acknowledged
leader in engineering solutions globally, the brand
"Kirloskar" has come a long way.
Over the years, through sheer effort, enduring vision and

commitment to quality, we at Kirloskar have overcome
numerous obstacles. What drives us is not just creating
world-class products, but bringing a smile on the faces of
our customers. Because in their smiles, lies our future.
By reinforcing our commitment towards Green in the
hearts and minds of our customers, we engineer delight.
At Kirloskar, we strive endlessly with single-minded zeal to
spread this philosophy in India and across the world.
Even in these trying times, your Company has excelled

with continuous innovation, proactive planning and
strategic measures. These have enabled us to redefine
paradigms and create engineering benchmarks.
Celebrating the year 2009 -10 as the centenary year of

this epic journey, we are all set to look forward and spread
the message of Green in smiles globally. And ready to
harvest the global opportunities that the future holds.
KIRLOSKAR BROTHERS INVESTMENTS LIMITED
fj 2001
Annual Report for the period ended on 31 March 2010
BOARD OF DIRECTORS
Atul C. Kirloskar Chairman (w.e.f. 13.02.2010)

Nihal Kulkarni Director (w.e.f. 13.02.2010)
A. N. Alawani Director (w.e.f. 13.02.2010)
A. R. Sathe Director
G. R Kulkarni Director
A. C. Kulkarni Executive Director (Director w.e.f. 23.01.2010
Executive Director w.e.f. 13.02.2010)
Sanjay C. Kirloskar Chairman (up to 23.01.2010)
SECRETARIAL AND COMPLIANCE OFFICER

Vikas Vohra
AUDITORS
M/s R G. Bhagwat, Chartered Accountants
BANKER
HDFC Bank Limited
REGISTERED OFFICE
13/A, Karve Road, Kothrud, Pune - 411 038, INDIA.
Tel.: +91 (20) 2545 3002. Fax: +91 (20) 2543 4262
E-mail: contact@kbil.co.in | Website: www.kbil.co.in
Group Website: www.kirloskar.com
Information for shareholders Contents Page No.

Annual General Meeting Directors' Report 3
Date : Tuesday, July 27, 2010. Report on Corporate Governance 9
Time : 1.30 p.m. Auditors' Report 22
Venue : Kirloskar Brothers Limited, Balance Sheet 26
"YAMUNA", Survey No. 98 (3-7), Profit & Loss Account 27
Baner, Pune - 411 045.
Cash Flow Statement 28
Dates of Book Closure July 26, 2010 to July 27, 2010. Schedules to the Accounts 29
Statement Relating to Subsidiary
Companies 35
Consolidated Financial Statements 36
Annual Report of Subsidiaries 44
Directors' Report
To the Members,
Your Directors have the privilege of presenting the First Annual Report with the Audited Annual Accounts of the Company for
the period ending March 31,2010.
The Company was incorporated on April 16, 2009 as a wholly owned subsidiary of Kirloskar Brothers Limited and received
the Certificate of Commencement of Business on May 29,2009.
SCHEME OF ARRANGEMENT
During the period under review, the Hon'ble High Court of Judicature at Bombay approved the Scheme of Arrangement
between Kirloskar Brothers Limited (Transferor Company or KBL), Company and their respective shareholders vide its order
dated January 22, 2010 (Scheme). The Appointed Date under the Scheme was the closing hours of business on April 16,
2009.
Pursuant to the Scheme, certain investments held by Kirloskar Brothers Limited in the equity shares of (i) Kirloskar Oil
Engines Limited (now known as Kirloskar Industries Limited), (ii) Kirloskar Pneumatic Company Limited, (iii) Kirloskar Kenya
Limited, (iv) Kirsons Trading Pte. Limited, (v) Housing Development Finance Corporation Limited, (vi) ICICI Bank Limited,
(vii) Kulkarni Power Tools Limited, (viii) Maharashtra State Co-operative Bank Limited, (ix) Kranti Sahakari Sakhar Karkhana
Limited, (x) Kirloskar Toyoda Textile Machinery Private Limited (xi) Pooja Credits Private Limited and (xii) Kirloskar Silk
Industries Limited stands vested in the Company with effect from the Appointed Date made effective from March 2,2010.
KBL sold the investments held in the equity shares of Kirloskar Toyoda Textile Machinery Private Limited which were held in
trust on behalf of the Company as per the consent given by the Company.
In terms of the Scheme, every shareholder of the Transferor Company holding 20 equity shares of Rs. 21- each in the
Transferor Company as on the Record Date i.e. March 10,2010, was issued and allotted 1 new equity share of Rs. 10/- each
in the Company credited as fully paid up. Consequently, the Board of Directors of the Company at its meeting held on March
19,2010 and April 26,2010 issued and allotted 52,88,218 and 500 equity shares of Rs. 101- each respectively.
LISTING ON STOCK EXCHANGES
As on March 31,2010, the equity shares of the Company were not listed on any of the stock exchanges.
The Company has made applications for listing of its equity shares on the following stock exchanges:
S. No. Name Address

1. Bombay Stock Exchange Limited (BSE) 1 st Floor, Phiroze Jeejeebhoy Towers, Dalai Street,
Mumbai - 400 001
2. National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra - Kurla Complex,
Bandra (E), Mumbai - 400 051
FINANCIAL RESULTS
(Rs. In lakhs)
Particulars Period ended March 31,2010
Total Income 2309.96
Total Expenditure 21.28
Profit before exceptional items & taxation 2288.69
Profit / (Loss) on sale of investments
Profit / (Loss) on sale of undertaking
Profit before taxation 2288.69
Provision for tax (including Deferred Tax)
Net Profit 2288.69
Surplus 2288.69
DIVIDEND
Your Directors do not recommend any dividend for the period under review.
MANAGEMENT DISCUSSION AND ANALYSIS
Kirloskar Brothers Investments Limited (KBIL) was originally incorporated as a wholly owned subsidiary of Kirloskar
Brothers Limited on April 16,2009 as an Investment Company with the purpose of transfer and vesting of certain investments
of KBL on going concern basis pursuant to the Scheme of Arrangement which was approved by the Hon'ble High Court of
Judicature at Bombay vide its order dated January 22,2010.
This is the first Management Discussion and Analysis which gives a brief overview of the Company.
STRUCTURE OF THE COMPANY
The Company was incorporated with an object to carry on business as an investment Company and to buy, sell, invest,
acquire by gift, transfer, allotment and hold in the name of the Company or its nominees, shares, stocks, papers, debenture
stock, bonds, commercial papers, obligations and securities of any kind, issued and/or guaranteed by any of the Kirloskar
Group Companies and/or their Affiliates subject to prior approval of Reserve Bank of India wherever necessary and to buy,
sell, acquire other security investments of Kirloskar Brothers Limited, under any scheme of arrangement /'merger / de-
merger or under any court order or by way of transfer, allotment.
The Company has applied for the Certificate of Registration with Reserve Bank of India (RBI) as a Non-Banking Finance
Company (NBFC).
THRUST OF THE BUSINESS
The Company will mainly hold investments in Kirloskar Group Companies.
The Company may acquire Group Companies' shares from secondary market but will not be dealing in day-to-day trading or
speculation activities related to securities market. Company may at times, deploy funds in inter corporate deposits including
Group Companies.
The thrust of the business is to hold and continue to hold securities in Kirloskar Group Companies.
As on date, out of the total investments held by the Company, a major portion of it belongs to the Kirloskar Group Companies.
MARKETSEGMENT
The Company will be substantially involved in holding securities of Kirloskar Group Companies. Also from the liquidity point
of view, funds may be invested in Mutual Funds. In the foreseeable future, the Company will continue to invest in equity
shares.
The Company would provide a gateway for group level investments and facilitate raising of resources.
RISKS
The Company's performance is highly correlated to the performance of the economy and the financial markets which in turn
depends on the domestic economic growth, state of the global economy, balance of payments and various other financial
parameters, among other factors. Any event disturbing the dynamic balance of these diverse factors would directly or
indirectly affect the performance of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial
reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this
purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal
controls.
1ST 2009 - 2010
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Main operations of the Company are that of an Investment Company, majority of which is in the form of strategic investments
in Kirloskar Group Companies; hence the source of income for the Company is in the form of dividend as declared by various
companies.
As on date, the Company has two subsidiaries viz. Pooja Credits Private Limited and Kirloskar Silk Industries Limited.
A. Pooja Credits Private Limited (PCPL)
PCPL was incorporated on March 1, 1988 as a wholly owned subsidiary of Kirloskar Brothers Limited. Pursuant to the
Scheme of Arrangement, all the investments of KBL in PCPL have been transferred to KBIL on March 8, 2010. Whereupon,
PCPL became 100% subsidiary of KBIL. PCPL has also applied to RBI for Registration as NBFC.
PCPL is basically an investment Company with more than 90% of its investments in Kirloskar Group Companies.
B. Kirloskar Silk Industries Limited (KSIL)
KSIL was incorporated on May 5,1992 as a wholly owned subsidiary of Kirloskar Brothers Limited. Pursuant to the Scheme
of Arrangement, all the investments of KBL in KSIL have been transferred to KBIL on March 8, 2010. Whereupon, KSIL
became 100% subsidiary of KBIL.
KSIL was incorporated with the main object of manufacture, development and sale of raw silk. However, the said project
could not be implemented.
Kirloskar Silk Industries Limited has approached the Government Authorities seeking their approval for change of purpose of
the land allotted to the Company. The application is pending with the Government Authorities.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF

PEOPLE EMPLOYED
At present, KBIL has on its roll, the Executive Director and Secretarial and Compliance Officer. The Company is in the
process of formulation of the organization structure and shall put in place, various human resource policies. Attracting
experienced finance, investment and operating professionals to a newly formed Company and retaining them may pose a
risk to the Company.
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the
Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the
meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.
SHIFTING OF REGISTERED OFFICE
The Registered Office of the Company was shifted from Udyog Bhavan, Tilak Road, Pune 411 002 to 13/A, Karve Road,
Kothrud, Pune 411 038 with effect from February 15,2010 for operational and administrative convenience.
REGISTRATION AS NON-BANKING FINANCE COMPANY (NBFC)
The Company has made an application with Reserve Bank of India for Certificate of Registration as NBFC and the
application is currently under process.
OPERATIONS
The Company has been vested with carrying on the business of an Investment Company and to buy, sell, invest, acquire by
gift, transfer, allotment and hold in its name shares, stock, papers, debenture stocks, bonds, commercial papers, obligations
and securities of any kind, issued and/or guaranteed by any of the Kirloskar Group Companies and/or their Affiliates subject
to prior approval of RBI wherever necessary and to buy, sell, acquire other security investments of Kirloskar Brothers
Limited under any Scheme of Arrangement / merger / demerger or under any court order or by way of transfer, allotment.
The Company will start operations after getting NBFC approval from RBI.
STATUTORY DISCLOSURES
The Company having become by and large an Investment Company pursuant to the Scheme of Arrangement, there are no
particulars regarding technology absorption, conservation of energy, foreign exchange earning and outgo as required under
section 217 (1) (e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988.
As required under the provisions of sub-section (2A) of section 217 of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, particulars of employees are set out in Annexure 1 to the Directors Report.
SUBSIDIARY COMPANIES
Pursuant to the Scheme of Arrangement, Pooja Credits Private Limited & Kirloskar Silk Industries Limited have now become
100% subsidiaries of the Company.
On March 12,2010, the Company made an application to the Central Government under section 212 (8) of the Companies
Act, 1956 for exemption from attaching the annual accounts of the Subsidiary Companies. However, since the approval is
pending with the Central Government, the respective annual accounts and other documents of Subsidiary Companies form
part of this Annual Report.
CONSOLDIATED FINANCIAL STATEMENTS
The Directors present the audited consolidated financial statements incorporating the duly audited financial statements of
the subsidiaries and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.
DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that:
In the preparation of the annual accounts, the applicable accounting standards have been followed and there was
no material departure from the accounting standards.
Accounting policies have been selected and applied consistently and that the judgments and estimates made are
reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31,2010
and of the profits of the Company for the period from April 16,2009 to March 31,2010.
Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with
the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, and
The annual accounts have been prepared on a going concern basis.
CASH FLOW
Acash flow statement for the period ended March 31,2010 is attached to the Balance Sheet.
CORPORATE GOVERNANCE
Since the Company has already made listing applications with BSE and NSE, your Board is presenting its report on
Corporate Governance in compliance with clause 49 of the Listing Agreement entered with the stock exchanges, which
forms a separate section titled as 'Corporate Governance' in this Annual Report.
The Company has obtained the certificate from its statutory auditors regarding compliance with provisions relating to
Corporate Governance as laid down in clause 49 of the Listing Agreement. The same is appearing elsewhere in this Annual
Report.
Declaration by the Executive Director regarding affirmations for compliance with the Company's Code of Conduct is
annexed to this Report.
2001 - 2010
FIXED DEPOSITS
Your Company has not accepted any fixed deposits during the year.
DIRECTORS
The Board of Directors appointed Mr. Sanjay C. Kirloskar, Mr. A. R. Sathe and Mr. G. P. Kulkarni as the First Directors of the
Company with effect from April 16,2009 (date of incorporation of the Company). Mr. A. R. Sathe and Mr. G. P. Kulkarni retire
by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.
Mr. A. C. Kulkarni was appointed as an Additional Director of the Company with effect from January 23, 2010. Mr. Atul C.
Kirloskar, Mr. A. N. Alawani and Mr. Nihal Kulkarni were appointed as Additional Directors of the Company with effect from
February 13, 2010. All these Directors hold office till the conclusion of this ensuing Annual General Meeting and are eligible
for appointment.
Mr. A. C. Kulkarni has been appointed as an Executive Director of the Company for a period of 5 years with effect from
February 13, 2010. A proposal for his appointment as the Executive Director and remuneration payable to him is being
placed before the members for their approval at the ensuing Annual General Meeting.
Mr. Sanjay C. Kirloskar resigned from the Board with effect from January 23, 2010. He was associated with'the Company
since its incorporation. His expertise and guidance to the Board and the Company has been noteworthy. The Board wishes
to place on record its gratitude for the guidance received from Mr. Sanjay C. Kirloskar during his tenure as Director of the
Company.
AUDITORS
M/s. P. G. Bhagwat, Chartered Accountants (Firm's Registration No. 101118W), were appointed as First Auditors of the
Company by the Board of Directors at its meeting on May 12, 2009. The Auditors retire at the ensuing Annual General
Meeting and are eligible for re-appointment. The requisite certificate as per section 224 (1B) of the Companies Act, 1956 has
been received by the Company. The Audit Committee has recommended their re-appointment and the annual audit fees.
ACKNOWLEDGEMENTS
Your Directors wish to place on record, its appreciation for the unstinted support and co-operation given by the bank. Your
Directors would further like to record their appreciation to the employees of the Company for their efforts in giving effect to the
Scheme of Arrangement as aforesaid.
For and on behalf of the Board of Directors
ATUL C. KIRLOSKAR
CHAIRMAN
Pune : June 5, 2010
ANNEXURE -1 TO THE DIRECTORS' REPORT
Information under Section 217(2A) read with Companies (Particulars of employees) Rules, 1975 and forming part of the
Directors' Report for the period ended March 31,2010.
Name & (Age) Qualifications Designation/ Date of Gross Last

Nature of duties commencement Remuneration employment
of employment Rs.
& (Experience)
A. C. Kulkarni* B.Com, ACA Executive 13/02/2010 4,13,346 Executive Director,

(59) Director (32) Kirloskar Systems
Limited, Pune
Employed for the part of the year.

ST
1 2009 - 2010
Report on Corporate Governance
1. The Company's philosophy on Code of Corporate Governance
The Company strongly believes that the system of Corporate Governance protects the interest of all the stakeholders
by inculcating transparent business operations and accountability from management towards fulfilling the highest
standards of Corporate Governance in all facets of the Company's operations.
2. Board of Directors
The Board comprises of an optimal complement of independent professionals as well as Company executives with
high business acumen. As on the date of this report, there are 6 directors of whom one is Executive Director, two are
Non-independent Non Executive Directors and three (50%) are Non Executive Independent Directors.
During the financial year under review, 09 Board Meetings were held on the following dates: May 12,'2009, May 29,
2009, July 17,2009, August 20,2009, September 21,2009, October 21,2009, January 23,2010, February 13,2010
and March 19,2010.
None of the Directors on the Board holds the office of Director in more than 15 Companies or Membership of
Committees of the Board in more than 10 Committees or Chairmanship of more than 5 Committees.
The details are provided in the table below:
Sr. Name of the Director Designation / Board No. of other No. of Committee
No. Category of Meetings Directorships positions held as *
Directorship attended held
@ Member Chairman
1. Mr. Atul C. Kirloskar Chairman

(w.e.f. 13.02.10) &NED 2 10 2 1
2. Mr. Nihal Kulkarni

(w.e.f. 13.02.10) NED 2 5 5 NIL
3. Mr. A. N. Alawani
(w.e.f. 13.02.10) NED (I) 1 6 3 3
4. Mr. A. R. Sathe NED (I) 8 7 6 NIL
5. Mr. G. P. Kulkarni NED (I) 8 5 NIL 1
6. Mr. A. C. Kulkarni
(w.e.f. 23.01.10) ED 3 11 2 NIL
7. Mr. Sanjay C. Kirloskar Chairman

(Upto 23.01. 10) &NED 7 13 1 NIL
None of the current directors are related to any other director within the meaning of section 6 of the Companies Act,
1956.
@ ED - Executive Director, NED - Non Executive Director, I - Independent.

* Committee Membership of Audit Committee and Investors' Grievance Committee is considered for this purpose.
(1) Directorships in Private Limited Companies, Foreign Companies are included in the above table.
(2) An independent director is a non-executive director who, apart from receiving director's remuneration, does not
have any material pecuniary relationship or transactions with the Company, its promoters or its management or
its subsidiaries and associates which in the judgement of the Board, may affect his independence of judgement
and complying with other conditions as prescribed under Clause 49 of the listing agreement.
(3) All the relevant information as applicable and as suggested under Annexure 1A of Clause 49 is furnished to the
Board from time to time.
3. Code of Conduct
The Company has introduced a Code of Conduct for Directors and Members of Senior Management. The Code is
made effective from the effective date under the Scheme of Arrangement i.e. March 2, 2010. The same has been
uploaded on the Company's website i.e. www.kbil.co.in. All Board Members and Senior Management Personnel
have affirmed compliance with the Code. A declaration to that effect signed by Mr. A. C. Kulkarni, Executive Director is
appearing elsewhere in the Annual Report.
4. Audit Committee
The Audit Committee of the Board of Directors was constituted at its Board Meeting held on February 13,2010. This
Committee is constituted in line with the provisions of Clause 49 of the Listing Agreement read with section 292A of
the Companies Act, 1956. The Committee consisted of the following members as on March 31,2010:
Mr. A. N.AIawani, Chairman

Mr. A. R. Sathe, Member
Mr. Nihal Kulkarni, Member
The terms of reference of the Audit Committee include the matters specified in clause 49 (II) of the Listing Agreement
with the Stock Exchanges. The terms of reference of the Audit Committee includes the following:
1. Supervision of the company's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditor and the fixation of audit fees and also approval for payment of any other services.
3. Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's
Report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draftAudit Report.
h. The going concern assumption.
i. Compliance with accounting standards.
j. Any related party transactions i.e. transactions of the Company of material nature, with promoters or
the management, their subsidiaries or relatives etc. that may have potential conflict with the interests
of the Company at large.
4. Reviewing, with the management, the quarterly financial statements before submission to the Board for
approval.
5. Reviewing, with the management, external and internal auditors, the adequacy of the internal control
systems.
6. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.
7. Discussion with internal auditors about any significant findings and follow up there on.
10
1ST 2001 - 2010
8. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board.
9. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.
10. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non payment of declared dividends) and creditors.
11. Review of following information:

a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to
review by the Audit Committee.
f. Financial statements, in particular, the investment made by the unlisted subsidiary.
g. Minutes of Board Meetings of the unlisted subsidiary company.
h. Astatement of significant transactions and arrangements entered into by the unlisted subsidiary.
Powers of Audit Committee
1. To investigate any activity within its terms of reference.

2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
During the year, one Audit Committee Meeting of the Board of Directors was held on February 13, 2010 for
considering the appointment of Internal Auditor of the Company.
All the members named above were present during the meeting.
5. Remuneration of Directors
Remuneration Committee
The Remuneration Committee was constituted by the Board of Directors at its meeting held on February 13, 2010.
The Committee consisted of the following members as on March 31,2010:
Mr. A. R. Sathe, Chairman

Mr. A. N.AIawani, Member
Mr. G. P. Kulkarni, Member
During the year, one Remuneration Committee Meeting was held on February 13,2010 for recommending the salary
payable to Mr. A. C. Kulkarni, Executive Director of the Company.
All the members named above were present during the meeting.
tt
Remuneration to Directors
• The payment made to the Executive Director has been reviewed by the Remuneration Committee at its
meeting held on February 13,2010 and confirmed by the Board of Directors.
The Board of Directors at its meeting held on February 13, 2010 decided to pay Rs. 5.000/- as sitting fees to
the Non Executive Directors for attending every meeting of the Board and Committee thereof. The Company
has not paid any sitting fee until February 13,2010. No commission has been paid to any of the Directors since
this is the first year of the company and there were no operations of the company till its effective date under the
Scheme i.e. March 2,2010.
There are no pecuniary relationships or transactions of the Non-Executive Director vis-a-vis the Company.
• Except whatever is stated in the statement, there is no other fixed component or performance linked
incentives paid to any Director.
Details of remuneration paid/payable to Directors for the period ended March 31,2010 are as follows:
Amount in Rs.
Name of the Director Sitting Fees Commission Salary Contribution Perquisites Others Total
on Profits to Statutory
Funds
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Executive Director
Mr. A. C. Kulkarni - - 3,22,446 90,900 - - 4,13,346
Non-Executive Directors
Mr. Atul C. Kirloskar 5,000 - - - - - 5,000
Mr. Nihal Kulkarni 5,000 - - - - - 5,000
Mr. A. N. Alawani - - - - - - -
Mr. A. R. Sathe - - - - - - -
Mr. G. P. Kulkarni - - - - - - -
Directors' Service Contracts' Details:
Executive Director Service Contract and Period * Severance Fees

Mr. A. C. Kulkarni 13.02.10 to 12.02.15 Nil
Subject to the approval of shareholders.
Statement showing number of equity shares of Rs. 10/- each of the Company held by the Non Executive Directors as on
March 31,2010:
Non-Executive Directors No. of shares % to paid up capital

Mr. Atul C. Kirloskar 1 ,34,786 2.54%
Mr. Nihal Kulkarni NIL -
Mr. A. N. Alawani 500 -
Mr. A. R. Sathe 30 -
Mr. G. P. Kulkarni NIL -
12
6. Particulars of Directors to be appointed and re-appointed at the ensuing Annual General Meeting:
Mr.A. R.Sathe
Mr. A. R. Sathe (Age 57 years) did his CA and LLB. He has been working with Kirloskar Brothers Limited as Vice-
President - Corporate Finance and Accounts for last 5 years. He has extensive experience in Finance and Treasury
of about 34 years. Before joining Kirloskar Brothers Limited, he was with Kirloskar Pneumatic Company Limited as
Senior Vice President- Finance. He is also holding directorships in a few Kirloskar Group companies.
He is a Chairman of Remuneration Committee and a member of Audit and Investors Grievance Committee in the
Company.
Other Directorships
Kirloskar Industries Limited (earlier known as Kirloskar Oil Engines Limited)

Kirloskar Silk Industries Limited
Kirloskar Constructions & Engineers Limited
The Kolhapur Steel Limited
Gondwana Engineers Limited
Kirloskar Corrocoat Private Limited
Pooja Credits Private Limited
Other Committee positions
Name of the Company Committee Chairman / Member

Kirloskar Constructions & Engineers Limited Audit Committee Member
Kirloskar Industries Limited Audit Committee Member
Kirloskar Industries Limited Share Transfer cum Shareholders / Member
Investors Grievance Committee
The Kolhapur Steel Limited Share Transfer Committee Member
He holds 30 equity shares of Rs. 10/- each in the Company. He is not related to any other Director on the Board of the
Company.
Mr. G. P. Kulkarni
Mr. G. P. Kulkarni (Age 52 years) did his B.Com, LLM, FCS. He has also acquired membership as Chartered
Secretary, London, UK. He was with Bajaj Auto Finance Limited, which is a NBFC for almost 8 years as a Company
Secretary. He has wide experience in the Secretarial and related fields of about 23 years. Before joining Kirloskar
Brothers Limited, he was with Kirloskar Pneumatic Company Limited and Thyssen Krupp Industries India Private
Limited. He has been working with Kirloskar Brothers Limited as Vice-President and Head Legal and Company
Secretary for last 5 years.
Mr. G. P. Kulkarni is a Chairman of Investors Grievance Committee and a member of Remuneration Committee in the
Company.
Other Directorships
Gondwana Engineers Limited

The Kolhapur Steel Limited
Kirloskar Silk Industries Limited
Pratibha Communications Private Limited
13
Other Comnnittee positions
Nil
His shareholding in the Company is Nil. He is not related to any other Director on the Board of the Company.
Mr.AtulC.Kirloskar
Mr. Atul C. Kirloskar (Age 54 years) began his career with the erstwhile Kirloskar Cummins Limited in the year 1978,
where he started out as a trainee. In December 1981, he was appointed as the Chief Executive of Cummins Diesel
Sales & Services. On 1 November 1984, he was appointed as the Executive Vice President of Kirloskar Oil Engines
Limited (KOEL). He was co-opted on the Board of KOEL on 6 August 1985 wherein he took over as the Managing
Director. In 1988, he was appointed Vice Chairman of KOEL and held the position till 25 July 1998 when he was
elected Chairman of the Board of KOEL. He is a member of the World Economic Forum. He has served as President
of MCCIAfrom September 2002 to September 2004, and is Chairman of Cll National Committee of Defence since
2000.
He is neither a Chairman nor a member of any of the Committees in the Company.
Other Directorships

Kirloskar Ferrous Industries Limited
Kirloskar Oil Engines Limited (earlier known as Kirloskar Engines India Limited)
G. G. Dandekar Machine Works Limited
Kirloskar Proprietary Limited
Five Star Bulkcarriers Private Limited
Navsai Investments Private Limited
Toyota Kirloskar Motor Private Limited
Asara Sales and Investments Private Limited
Kirloskar Kenya Limited, Kenya

Kirloskar Ferrous Industries Limited Share Transfer cum Shareholders /
Investors Grievance Committee Chairman
Kirloskar Industries Limited Share Transfer cum Shareholders /
Investors Grievance Committee Member
He holds 134,786 equity shares of Rs. 10/- each in the Company. He is not related to any other Director on the Board
of the Company.
Mr. Nihal Kulkarni
Mr. Nihal G. Kulkarni (Age 28 years), A.B. in Economics from Brown University, has over four years of experience in
the areas of finance and investments. He has undergone extensive training with the Kirloskar Group, Toyota Motor
Sales, USA and DSP Merrill Lynch. He is currently Vice President in the Kirloskar Pneumatic Company Limited. He is
the Vice Chairman and Director of G. G. Dandekar Machine Works Limited and is also a Director of Kirloskar
Consultants Ltd. and G. G. Dandekar Investment Pte. Limited, a wholly owned subsidiary of G. G. Dandekar Machine
Works Limited, incorporated in Singapore.
Mr. Nihal Kulkarni is a member of Audit Committee in the Company.
14
Other Directorships
G.G. Dandekar Machine Works Limited

Kirloskar Consultants Limited
G. G. Dandekar Investments Pte Limited, Singapore

G. G. Dandekar Machine Works Limited Audit Committee Member
G. G. Dandekar Machine Works Limited Share Transfer cum Shareholders Grievance
Committee Member
Kirloskar Industries Limited Audit Committee Member
Kirloskar Engines India Limited Audit Committee Member
Mr. A. N.AIawani
Mr. A. N. Alawani (Age 65 years) is a Chartered Accountant by profession. He has work experience of over 30 years in
Import, Export and Labour matters besides his core area of Finance, Taxation, Financial restructuring and Company
Law. His abilities in Corporate Tax Planning and Finance helped various organisations in which he was employed. He
has retired as Director (Finance) from Kirloskar Oil Engines Limited on 31 August 2005.
He is a Chairman of Audit Committee and a member of Remuneration Committee in the Company.
Other Directorships
Kirloskar Integrated Technologies Limited

Kirloskar Brothers Limited
Kirloskar Ferrous Industries Limited
Kirloskar Power Equipment Limited

Kirloskar Ferrous Industries Limited Share Transfer cum Shareholders'/
Investors' Grievance Committee Member
Kirloskar Ferrous Industries Limited Audit Committee Member
Kirloskar Brothers Limited Investors' Grievance Committee Member
Kirloskar Industries Limited Audit Committee Chairman
Kirloskar Industries Limited Share Transfer cum Shareholders'/
Investors' Grievance Committee Chairman
He holds 500 equity shares of Rs. 10/- each in the Company. He is not related to any other Director on the Board of the
Company.
15
Mr. A. C. Kulkarni
Mr. A. C. Kulkarni (Age 59 years) is a Chartered Accountant with All India ranking in Final Examination. He is
associated with Kirloskar Group in various capacities for last 32 years. He is on the boards of various Kirloskar Group
Companies.
He is a member of Investors Grievance Committee in the Company.
Other Directorships
Kirloskar Integrated Technologies Limited

Kirloskar Proprietary Limited
Achyut & Neeta Holdings & Finance Private Limited
Alpak Investments Private Limited
Asara Sales & Investments Private Limited
Binaza Travels Private Limited
Kirloskar Overseas Private Limited
Kirloskar Sons & Company Private Limited
Prakar Investments Private Limited
Better Value Holdings Private Limited

Better Value Holdings Private Limited Audit Committee Member
7. Investors' Grievance Committee
The Company formed and constituted an Investors' Grievance Committee at the Board Meeting of the Company held
on February 13,2010. The Committee consisted of the following members as on March 31,2010:
Mr. G. P. Kulkarni, Chairman

Mr. A. R. Sathe, Member
Mr. A. C. Kulkarni, Member
No Investors Grievance Committee Meeting was held during the year under review as the same was constituted on
February 13,2010.
Name and designation of Compliance Officer:

Mr. Vikas Vohra - Secretarial and Compliance Officer
No shareholders' complaints were received by the company as on March 31,2010.
With reference to clause 47(f) of the Listing Agreement, Company has designated exclusive e-mail ID for the
investors as contact@kbil.co.in to register their grievances, if any. This has been initiated by the Company to resolve
such investors' grievances immediately. The Company has displayed the said e-mail ID on its website for the use of
investors.
16
1ST 2009 - 2010
8. General Body Meetings
The first Annual General Meeting of the Company is scheduled to be held on July 27,2010.
So far, the Company has not adopted postal ballot for passing any resolution at the General Meeting.
9. Disclosures
i. Disclosures on materially significant related party transactions i.e. transactions of the Company of material
nature, with its Promoters, Directors or the management, their subsidiaries or relatives etc. that may have
potential conflict with the interests of the Company at large.
There are no materially significant transactions made by the Company with its Promoters, Directors or the
management, their subsidiaries or relatives etc. which have potential conflict with the interest of the Company
at large.
ii. Details of non compliance by the Company, penalties and strictures imposed on the Company by Stock
Exchange or SEBI or any statutory authority on any matter related to capital markets during the last financial
year.
NIL
iii. Whistle Blower Policy
The Company has formulated and implemented the Whistle Blower Policy ("the Policy") during the last
financial year. This would inter alia provide a mechanism for employees of the Company and other persons
dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. Thus any employee has
direct access to the Audit Committee.
The Policy has been communicated to all the employees of the Company and the same has also been
uploaded on the company's website.
iv. All mandatory requirements of Clause 49 of the Listing Agreement have been complied with by the Company
and the extent of adoption of non-mandatory requirements is given hereunder:
Non-Mandatory requirements
The Board -
The Company has a Non-Executive Chairman and the office with required facilities is provided and maintained at the
Company's expenses for use by the Chairman. No policy has been fixed on tenure of Independent Directors.
Remuneration Committee -
Remuneration Committee is already in place and complying with related non-mandatory requirements.
Shareholders' Rights-
The Annual Accounts are published in English and Vernacular language newspapers and are also displayed on the
Company's website.
Audit qualifications -
There are no qualifications on the financial statements of the Company for the period ended March 31,2010
17
Whistle Blower Policy -
The Company has a Whistle Blower Policy. It inter alia provides a mechanism for employees of the Company and
other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct. It also provides for adequate
safeguards against victimisation of such employees. Further, the existence of the mechanism has been appropriately
communicated within the organisation.
10. Means of Communication
The Annual Audited Accounts were published in English and Vernacular language newspapers and also displayed on
Company's website. The shareholders of the Company were communicated about the information on Scheme of
Arrangement from time to time. The Company has its own website which contains all important public domain
information and matters concerning the shareholders and details of contact persons.
Management Discussion and Analysis Report is included in the Directors' Report of this Annual Report.
11. General Shareholder Information
1st Annual General Meeting

Day & Date : Tuesday, July 27,2010
Time : 1.30p.m.
Venue : Kirloskar Brothers Limited, "Yamuna", SurveyNo. 98(3-7),
Baner, Pune-411 045
Financial Year : 1s'April to 31st March
Book closure date : July26,2010toJuly27,2010
Listing on Stock Exchanges:
The Company has made Listing Applications with BSE and NSE for listing of its equity shares in terms of the Scheme
of Arrangement.
Listing fees payment:
The Initial and Annual Listing fees have been paid to both the stock exchanges and there is no outstanding payment
towards the stock exchanges, as on date of this Annual Report.
Registrarand Share Transfer Agent
The Company appointed M/s Link Intime India Private Limited, as its Registrar and Share Transfer Agent (R & T
Agent) with effect from February 15, 2010. Share Transfers, dematerialisation of shares, dividend payment and all
other investor related activities shall be attended and processed at the office of the Registrar and Share Transfer
Agent at the following address:-
Link Intime India Private Limited,

(Unit: Kirloskar Brothers Investments Limited),
Block No. 202,2nd Floor, Akshay Complex,
Near Ganesh Temple, Off Dhole Patil Road,
Pune-411 001
Tel. No.: (020) 26053503 Fax No.: (020) 26051629
Email: pune@linkintime.co.in
Share transfer system
Share transfers received by the Company would be transferred within 15 days from the date of receipt, provided the
documents are complete in all respects. The process will become applicable from 2010-11 as the shares of the
Company are not listed at present and the Company has filed listing applications with BSE and NSE for listing of its
equity shares.
18
Distribution of Shareholding as on March 31,2010
Nominal value of shares Number of % to total Total face % to total

(In Rupees) holders holders value face value
From To (In Rupees)
1 5000 15661 97.7590 6102870 11.5410
5001 10000 178 1.1110 1215080 2.2980
10001 20000 82 0.5120 1157040 2.1880
20001 30000 22 0.1370 544440 1.0300
30001 40000 9 0.0560 321710 0.6080
40001 50000 12 0.0750 556240 1.0520
50001 100000 25 0.1560 1606810 3.0380
100001 Above 31 0.1940 41377990 78.2460
TOTAL 16020 100.0000 52882180 100.0000
Shareholding Pattern as on March 31,2010
Sr. No. Category No. of shares % of shareholding

1. Promoters' Holding
Indian Promoters 2734397 51.71
Bodies Corporate 556125 10.52
2. Non Promoters' Holding
Mutual Funds 374975 7.09
Financial Institutions / Banks 6073 0.11
Insurance Companies 267489 5.06
Foreign Institutional Investors 65674 1.24
Private Corporate Bodies 218742 4.14
Indian Public 1049564 19.84
Non Resident Indians 13764 0.26
Clearing Members 1415 0.03
TOTAL 5288218 100
As on date, the Company has not issued any GDRs/ADRs / warrants or any convertible instruments etc.
Investor contacts
Company Address : Registrar and Share Transfer Agent:

Kirloskar Brothers Investments Limited, Link Intime India Private Limited,
13/A, Karve Road, Kothrud, (Unit: Kirloskar Brothers Investments Limited),
Pune-411 038 Block No. 202, 2nd Floor, Akshay Complex,
Tel. No. (020) 2545 3002 Near Ganesh Temple, Off Dhole Patil Road,
Fax No. (020) 2543 4262 Pune-411 001
Email: contact@kbil.co.in Tel. No. (020) 2605 3503
Fax No. (020)26051629
19
Address of stock exchanges : (Where listing applications submitted)
Bombay Stock Exchange Limited National Stock Exchange of India Limited

Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra-Kurla Complex,
Dalai Street, Bandra (East)
Mumbai-400 001 Mumbai-400 051
Tel. No. (022)22721233 Tel. No. (022) 2659 8236
Fax No. (022) 2272 2061 Fax No. (022) 2659 8237
Depositories for equity shares :
National Securities Depository Limited Central Depository Services (India) Limited

Trade World -A Wing, Kamala Mills Compound, Phiroze Jeejeebhoy Towers,
Lower Parel, 16th Floor,
Mumbai-400013 Dalai Street,
Tel. No. (022) 2499 4200 Mumbai-400 001
Fax No. (022)24972993/6351 Tel. No. (022) 2272 3333
Fax No. (022) 2272 3199/2072
The constituents of 'Group' as prescribed in Regulation 3(1)(e)(i) of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 comprises Better Value Holdings Private
Limited, Kirloskar Industries Limited (earlier known as Kirloskar Oil Engines Limited), Kirloskar Oil Engines Limited
(earlier known as Kirloskar Engines India Limited), Kirloskar Pneumatic Company Limited, Kirloskar Ferrous
Industries Limited, Pooja Credits Private Limited, Kirloskar Silk Industries Limited, Kirloskar Constructions and
Engineers Limited, Gondwana Engineers Limited, The Kolhapur Steel Limited, Kirloskar Corrocoat Private Limited,
Kirloskar Systems Limited, Asara Sales & Investments Private Limited, Gees Investments and Consultants Private
Limited, Navsai Investments Private Limited, Prakar Investments Private Limited, Alpak Investments Private
Limited, Achyut & Neeta Holdings & Finance Private Limited, SriHarihareshwara Finance & Investments Private
Limited, VikramGeet Investments and Holdings Private Limited, Kirloskar Integrated Technologies Limited, Kothrud
Power Equipment Limited, Koppal Mines & Minerals Private Limited, Kirloskar Proprietary Limited, G. G. Dandekar
Machine Works Limited, Mahila Udyog Limited, Kirloskar Chillers Private Limited, Kirloskar Roadrailer Limited,
Hematic Motors Private Limited, Pressmatic Electro Stampings Private Limited, Quadromatic Engineering Private
Limited, Kirloskar Brothers Limited, Kirloskar Consultants Limited, Suman Kirloskar, Mrinalini Kirloskar, Neeta A.
Kulkarni, Atul C. Kirloskar, Arti Kirloskar, Gauri Kirloskar, Aditi Kirloskar, Sanjay C. Kirloskar, Pratima Kirloskar, Alok
Kirloskar, Rama Kirloskar, Rahul C. Kirloskar, Alpana Kirloskar, Alika Kirloskar, Aman Kirloskar, GautamA. Kulkarni,
Jyotsna Kulkarni, Nihal Kulkarni, Gargi Nihal Kulkarni, Shruti Kulkarni, Ambar Kulkarni, Komal Kulkarni, Vikram S.
Kirloskar, Geetanjali Kirloskar, Manasi Kirloskar, Roopa Gupta and Chandrashekhar H. Naniwadekar.
20
DECLARATION FOR COMPLIANCE WITH CODE OF CONDUCT
To the members of KIRLOSKAR BROTHERS INVESTMENTS LIMITED
Pursuant to clause 49 I (D) (ii) of the Listing Agreement, I hereby declare that all the Board and Senior Management
Personnel are aware of the provisions of the Code of Conduct laid down by the Board as made effective from March 2, 201 0.
All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct.
For Kirloskar Brothers Investments Limited
A. C. Kulkarni
Executive Director
Pune:June5,2010
REPORT OF THE AUDITORS

ON CORPORATE GOVERNANCE TO THE MEMBERS
We have examined the compliance of conditions of Corporate Governance by KIRLOSKAR BROTHERS INVESTMENTS
LIMITED for the period ended on 31 March 2010, as stipulated in clause 49 of the Listing Agreement of the said company with
stock exchanges. As per the information and explanations given and read with clause 11 of the Report on Corporate
Governance, the company has made Listing Applications with BSE and NSE for listing of its equity shares in terms of the
Scheme of Arrangement.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of
the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the company
has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or
effectiveness with which the management has conducted the affairs of the company.
For M/s P. G. BHAGWAT

Chartered Accountants
PANKAJA BHAGWAT
Partner
Membership No. 86155
Firm's registration no: 101118W
Pune:June5,2010
21
AUDITOR'S REPORT TO THE MEMBERS OF
1. We have audited the attached balance sheet of KIRLOSKAR BROTHERS INVESTMENTS LIMITED as at 31st
March 2010, the profit and loss account and also the cash flow statement of the company for the period ended on that
date, annexed thereto. These financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 [as amended by Companies (Auditor's Report)
(Amendment) Order, 2004] issued by the Central Government of India in terms of sub-section (4A) of section 227 of
the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of
the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(i) we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(ii) in our opinion proper books of account as required by law have been kept by the company so far as appears
from ourexamination of those books;
(iii) the balance sheet, the profit and loss account and cash flow statement dealt with by this report are in
agreement with the books of account;
(iv) in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report
comply, in all material aspects and read with clause B.5. of Schedule 5 to the financial statements in respect of
accounting and disclosures under Accounting Standard 15 (revised) not being practicable, comply with the
accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;
(v) on the basis of the written representations received from the directors as on 31st March, 2010, and taken on
record by the board of directors, we report that none of the directors is disqualified as on 31st March 2010 from
being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act,
1956;
(vi) in our opinion and to the best of our information and according to the explanations given to us, the accounts,
read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the balance sheet, of the state of affairs of the company as at 31 st March, 2010;
(b) in the case of the profit and loss account of the profit for the period ended on that date; and
(c) in the case of the cash flow statement, of the cash flows for the period ended on that date.
For Mis P. G. BHAGWAT

PAN KAJA BHAGWAT

Partner
Membership No.: 86155
Firm's Registration no.: 101118W
Pune: April 26, 2010
22
ANNEXURE Re: KIRLOSKAR BROTHERS INVESTMENTS LIMITED
Referred to in paragraph 3 of our report of even date
(i) The company does not own any fixed assets. Accordingly, the provisions of clause 4 (i) of the Companies (Auditor's
Report) Order, 2003 are not applicable to the company.
(ii) As the company has no manufacturing activity, the provisions of clause 4 (ii) of the Companies (Auditor's Report)
Order,2003 are not applicable to the company.
(iii) (a) The company has not granted any loans secured or unsecured to companies, firms or other parties covered in
the register maintained as per section 301 of the Companies Act, 1956.
Accordingly, the provisions of clause 4 (iii) (b) (c) and (d) are not applicable to the company.
(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered
intheregistermaintainedaspersection301 of the Companies Act, 1956.
Accordingly, the provisions of clause 4 (iii) (f) and (g) are not applicable to the company.
(iv) Being an investment company without any fixed assets, the provisions of clause 4 (iv) of the Companies (Auditor's
(v) (a) According to the information and explanations given to us, there were no contracts or arrangements referred
to in section 301 of the Companies Act, 1956.
Accordingly, the provisions of clause 4 (v) (b) are not applicable to the company,
(vi) According to information and explanations given to us, the company has not accepted any deposits from public.
(vii) According to information and explanations given to us, the company does not require a formal internal audit system
taking into consideration nature and volume of its business.
(viii) Being an investment company, the provisions of clause 4 (viii) of the Companies (Auditor's Report) Order, 2003
related to maintenance of cost records are not applicable to the company.
(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including
provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax,
wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.
According to information and explanation given to us, no undisputed amounts payable in respect of statutory
dues were in arrears, as at 31 st March, 2010 for a period of more than six months from the date they became
payable.
(b) According to information and explanation given to us, there are no dues of income tax, sales tax, wealth tax,
service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.
(x) The company has no accumulated losses as at 31st March, 2010. The company has not incurred cash losses during
the financial year.
(xi) According to information and explanations given to us, the company has no dues to any financial institution, bank or
debenture holders. Accordingly, the provisions of clause 4 (xi) of the Companies (Auditor's Report) Order, 2003 are
not applicable to the company.
(xii) According to information and explanation given to us, the company has not granted loans and advances on the basis
of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of
the Companies (Auditor's Report) Order, 2003 are not applicable to the company.
(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of
clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.
(xiv) According to information and explanation given to us, the company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report)
Order, 2003 are not applicable the company.
23
(xv) According to information and explanation given to us, the company has not given guarantees for loans taken by
others from banks or financial institutions.
(xvi) According to information and explanation given to us, the company does not have any term loans.
(xvii) According to information and explanation given to us, we report that no funds raised on short-term basis have been
used for long-term investment.
(xviii) According to information and explanation given to us, the company has not made any preferential allotment of any
shares to parties and companies covered under section 301 of the Companies Act, 1956.
(xix) According to information and explanation given to us, the company has not issued any debentures. Accordingly, the
provisions of clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.
(xx) According to information and explanation given to us, the company has not made any public issue to raise money.
Accordingly, the provisions of clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
(xxi) According to information and explanation given to us, no fraud on or by the company has been noticed or reported
during the course of our audit.
For M/s P. G. BHAGWAT

PANKAJA BHAGWAT
Partner
Pune : April 26, 2010
24
25
BALANCE SHEET AS AT MARCH 31, 2010
Rupees
As at
SCHEDULE March 31, 2010
I. SOURCES OF FUNDS
Shareholders' funds
Capital 1 52,882,180
Reserves and surplus 2 791,973,912

844,856,092
II. APPLICATION OF FUNDS
Investments 3 58.9,380,000
Current Assets, Loans & Advances
Bank Balances 4 256,034,875
Loans and advances - Interest accrued on fixed deposits ' 84,106

256,118,981
Less: Current Liabilities
Sundry Creditors 642,889
Net Current Assets 255,476,092

844,856,092
Notes to Accounts 5
The schedule referred to above and the notes to accounts form an integral part of the Balance Sheet
As per our attached report of even date For and on behalf of the Board of Directors
For M/s P. G. Bhagwat ATUL C. KIRLOSKAR A. C. KULKARNI

Chartered Accountants Chairman Executive Director
PANKAJA BHAGWAT VIKAS VOHRA

Partner Secretarial & Compliance Officer
26
1ST ANNUAL REPORT 2009-2010
PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED MARCH 31, 2010
Rupees
2009-10
INCOME
Dividend from Investments 230,314,606
Interest on Fixed Deposit 84,106
Profit on Sale of Investments 597,483
230,996,195
EXPENDITURE
Salary 30,000
Legal & Consultation Fees 2,000
Rent, Rates and Taxes 43,406
Royalty 104,000
Postage & Telephone 2,206
Audit Fees 82,725
Director Fees 10,000
Managerial Remuneration 413,346
Other Expenses 24,350
Preliminary Expenses write off 337,380
Pre - Operative expenses write off 1,078,180
2,127,593
Profit/(Loss) before tax 228,868,602
Provision for tax
Net profit / Surplus carried to Balance Sheet 228,868,602
228.868,602
Basic and Diluted Earning per Equity Share - not annualised 43.28
(Nominal Value per share Rs.10)
The schedule referred to above and the notes to accounts form an integral part of the Profit and Loss Account


27
CASH FLOW STATEMENT FOR THE PERIOD ENDED MARCH 31, 2010
Rupees
PARTICULARS 2009-2010
A. Cash Flow from Operating Activities

Net Profit 228,868,602
Add : Preliminary Expenses write off 337,380
Less: Profit on sale of Shares 597,483
229,686,679
Adjustment for :-
Trade Payables 642,889
Loans and advances (84,106)
Total Cash Flow from Operating Activities 230,245,462
B. Cash Flow from Investing Activities

Sale of Shares 26,704,973
C. Cash Flow from Financing Activities

Issuance of Shares 500,000
Preliminary Expenses (337,380)
Pre - Operative Expenses (1,078,180)
Total Cash Flow from Financing Activities (915,560)
Net Increase in Cash & Cash Equivalents 256,034,875
Cash and Cash Equivalents at beginning of period
Cash and Cash Equivalents at end of period 256,034,875


28
1ST 2009 - 2010
SCHEDULE NOS. 1 TO 5 ANNEXED TO AND FORMING PART OF THE FINANCIAL

STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2010
Rupees
As at
March 31, 2010
SCHEDULE 1
SHARE CAPITAL*
Authorized
10,000,000 equity shares of Rs.10/- each 100,000,000
Issued
5,288, 218 equity shares of Rs. 10 each 52,882,180
Subscribed and paid up

* Refer Note [B 7 ]
52,882,180
SCHEDULE 2
RESERVES AND SURPLUS
General Reserve 563,105,310
Profit and Loss Account 228,868,602
791,973,912
SCHEDULE 3
INVESTMENTS
Long Term Investments (At cost)
A. Trade
Quoted
73,903,270 equity shares of Rs.2/- each in Kirloskar Industries Ltd. 404,980,851
(formerly - Kirloskar Oil Engines Ltd.)
4,547,254 equity shares of Rs. 10/- each in Kirloskar Pneumatic Company Ltd. 125,655,633
400 equity shares of Rs. 10/- each in Housing Development Finance Corporation Ltd. 9,500
1,081 equity shares of Rs. 10/- each in I C I C I Bank Ltd. 100,000
60,000 equity shares of Rs. 51- each in Kulkarni Power Tools Ltd. 301,500
531,047,484
Unquoted
1,272 ordinary shares of K. Sh. 1,000/- each in Kirloskar Kenya Ltd. 850,662
112,500 equity shares of Singapore $ 1/- each in Kirsons Trading Pte Ltd. 2,525,731
1 equity share of Rs. 50/- each in Maharashtra State Co-operative Bank Ltd. 53
100 equity shares of Rs. 5.000/- each in Kranti Sahakari Sakhar Karkhana Ltd. 500,000
3,876,446
29
SCHEDULE NOS. 1 TO 5 ANNEXED TO AND FORMING PART OF THE FINANCIAL
STATEMENTS (CONTD.)
Rupees
As at
March 31, 2010
B. In Subsidiary Companies
Unquoted
Fully Paid Up
3,445,477 equity shares of Rs.10/- each in Pooja Credits Private Ltd. 34,454,770
2,000,130 equity shares of Rs. 10/- each in Kirloskar Silk Industries Ltd. 20,001,300
54,456,070
Total: 589,380,000
Aggregate amount of quoted investments 531,047,484
Market value • 14,079,361,743
Aggregate amount of unquoted investments 58,332,516
Schedule 4:
Bank Balances
Balance in current account 2,634,875
Fixed Deposits with Bank 253,400,000
256,034,875
ST
1 20D9 - 2010
SCHEDULE 5 : NOTES FORMING PART OF THE ACCOUNTS

A) • Significant Accounting Policies
1) Basis of preparation of financial statements
a) The financial statements have been prepared to comply in all material respects with The Companies
(Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956.
b) The financial statements have been prepared under the historical cost convention on an accrual basis.
c) The accounting policies applied by the Company are consistent with those used in the previous year.
2) Fixed Assets
Fixed assets are stated at cost less accumulated depreciation. Cost comprises the purchase price and any other
attributable cost of bringing the asset to its working condition for its intended use. Financing costs relating to
acquisition of qualifying fixed assets are also included to the extent they relate to the period till such assets are
ready to be put to use.
3) Depreciation
Depreciation on fixed assets has been provided in a manner that amortizes the cost of the assets over their
estimated useful lives.
4) Investments
Investments that are readily realizable and intended to be held for not more than a year are classified as current
investments. All other investments are classified as long-term investments.
a) Current investments are carried at lower of cost and fair value determined on an individual investment
basis.
b) Long-term investments are carried at cost. However, provision for diminution in value is made to recognize
a decline other than temporary in the value of the investments.
5) Employee Benefits
Short term compensated absence benefits (both vesting and non vesting) are accounted for on the basis of the
actual valuation of the leave entitlement as on the balance sheet date.
I. Short Term Employee Benefits:
All employee benefits payable wholly within twelve months of rendering the services are classified as short
term employee benefits. Benefits such as salaries, wages, expected cost of bonus and short term
compensated absences etc. are recognized in the period in which the employee renders the related
service.
II. Post-Employment Benefits:
a) Defined Contribution Plans: The Company does not have any defined contribution plan.
b) Defined Benefit Plans: The employees' gratuity benefit is the Company's defined benefit plan. The
value of such obligation has been determined in terms of their entitlement based on the actual
completed service at the end of the year.
III. Long Term Employee Benefits:
The obligation for long term employee benefits such as long term compensated absences is determined in
terms of their entitlement based on the actual completed service at the end of the year.
6) Taxes on Income
a) Tax on income for the current period is determined on the basis of taxable income after considering the
various deductions available under The Income Tax Act, 1961.
b) Deferred tax is recognized on timing differences between the accounting income and the taxable income
for the year. The tax effect is calculated on the accumulated timing differences at the end of the accounting
period based on prevailing enacted or subsequently enacted regulations.
7) Provisions
A provision is recognized when an enterprise has a present obligation as a result of a past event and it is probable
that an outflow of resources is expected to settle the obligation, in respect of which a reliable estimate can be
made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current management
estimates.
8) Preoperative and preliminary expenses
Preoperative and preliminary expenses are written off in first year.
31
SCHEDULE 5 : NOTES FORMING PART OF THE ACCOUNTS (CONTD.)
B) OTHER NOTES:
1. Related Party Disclosures :
a) Names of the related party and nature of relationship where control exists
Name of the related party Nature of relationship Period
Kirloskar Silk Industries Limited Subsidiary Company Since 16.04.2009
Pooja Credits Private Limited Subsidiary Company Since 16.04.2009
b) Related Party Transactions : There are no transactions during the year.

Earning per Share :
a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after Tax
as disclosed in the Profit & Loss Account.
b) The weighted average number of equity shares used as the denominator in calculating basic and diluted
earning per share is 52,88,218.
Remuneration to Auditors :
Statutory Auditors 2010
a) Audit Fees 82,725
b) For Certification 6,067
4. Contingent Liabilities : Nil

5. The company has only 2 employees as on March 31, 2010. Accordingly it is not considered practicable or
material to obtain an actuarial valuation of its defined benefit obligation on account of gratuity and its long term
employee benefits on account of leave encashment in terms of Accounting Standard 15. The company has
accounted these liabilities in the manner specified in note A(5).
Details of the provision made as at March 31, 2010 is as follows.
Gratuity Rs. 11.000/-
Leave Encashment Rs. 22,000/-
Managerial Remuneration :
Computation of Managerial Remuneration in accordance with Section-198 of the Companies Act, 1956
Rupees
Profit as per Profit and Loss Account before provision for taxation 228,868,602
Add:
Managerial Remuneration 413,346
Directors Fees 10,000
229,291,948
Commission to other Directors @ 1% 2,292,919
Restricted to Rs.
Details of Managerial Remuneration
Salary 322,446
Contribution to provident fund and superannuation fund 90,900
413,346
ST
1 2009 • 2010
SCHEDULE 5 : NOTES FORMING PART OF THE ACCOUNTS (CONTD.)
7. A Scheme of Arrangement between Kirloskar Brothers Limited (KBL), Kirloskar Brothers Investments Limited
(KBIL) and their respective shareholders, was duly approved by all the requisite regulatory authorities including
Honourable High Court of Judicature at Bombay. Pursuant to the Scheme, Pooja Credits Pvt. Ltd. and Kirloskar
Silk Industries Ltd. have become subsidiaries of KBIL from the Appointed Date in terms of the Scheme of
Arrangement i.e. April 16,2009
As contemplated in the scheme, certain specified investments, as listed in the Scheme of Arrangement, held by
KBL stand transferred to and vested in KBIL without any further acts, deeds and actions.
Pursuant to the scheme, original subscribed and paid up equity share capital of Rs. 5 lacs stand cancelled and
as per Honourable Bombay High Court order, as on 31.3.2010 it stands at Rs.52,882,180/- consisting of
5,288,218 equity shares of Rs. 10/- each. Further based on High Court order dated 23.04.2010 and in terms of
the Scheme, the Board on 26.04.2010, issued and allotted 500 equity shares of Rs. 10/- each against the then
10,000 shares of KBL, kept in abeyance.
8. The name of Kirloskar Oil Engines Ltd. has been changed to "Kirloskar Industries Limited" with effect from 31 st
March 2010 pursuant to a Scheme of Arrangement of Demerger between Kirloskar Oil Engines Ltd. (KOEL) and
Kirloskar Engines India Ltd. (KEIL) as approved by the Hon'ble High Court of Judicature at Bombay vide its order
dated 31st July 2009 read with its order dated 19th March 2010 (the "Scheme"). The Company will be issued
shares in the proportion of 3 equity shares in KEIL for every 4 equity shares held in KOEL, i.e. forevery 20 equity
shares of Rs. 2 each held by the Company in KOEL, it will be allotted 15 equity shares of Rs. 2 each in KEIL and
the balance 5 shares of Rs. 2 each will be consolidated into 1 share of Rs. 10 each in KOEL.
9. The company has been incorporated on April 16, 2009 and has become operative from March 2, 2010. Hence,
previous year figures are not given.


33
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
(Inserted vide Notification No. GSR388(E), dated 15.05.1995)
I. Registration Details
Registration No. 1 3 3 7 9 4
State Code 1 1 Balance Sheet Date 3 1 0 3 2 0 1 0
II. Capital raised during the year: (Amount in Rs. Thousands)

Public Issue Rights Issue
N N I L
Bonus Issue Private Placement
N N I L
Scheme of Arrangement
8 8
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities Total Assets
8
Sources of Funds
Paid Up Capital Reserves and Surplus
7 9 1 9 7 4
Secured Loans Unsecured Loans
N N I L
Application of Funds Net Fixed Assets Investments
N 5 8 9 3 8 0
Net Current Assets Misc. Expenses
N
Accumulated Losses
N
IV. Performance of the Company (Amount in Rs. Thousands)
Turnover Total Expenditure
1
V. Profit of Company^ _ Profit/(Loss) before tax Profit/(Loss) after tax
8 8 8 8 8
(Please tick appropriate box -> + for Profit, - for Loss)
Earning per share (Rs.) Dividend Rate %
8 N
VI. Generic name of three principal products/services of Company (as per monetary terms)
Item Code No.
(ITC Code)
Product Description
For Mis P. G. Bhagwat ATUL C. KIRLOSKAR A. C. KULKARNI


34
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

RELATING TO SUBSIDIARY COMPANIES :
Sr. Names of the Subsidiaries Pooja Credits Kirloskar Silk

No. Pvt. Limited Industries Limited
1. The Financial year of the Subsidiary Companies ended on March 31, 2010 March 31, 2010
2. Holding Company's interest Controls composition Controls composition

of the Board and of the Board and
also owns 1 00 % of also owns 100% of
equity share capital equity share capital
3. Net aggregate amount of Subsidiary's Profits / (Losses) as far as

it concerns members of the holding company not dealt with the
Holding Company's accounts :
(i) Profit / (Loss) for the Subsidiary's financial year end Rs. 48,076,089 (15,701)
(ii) Profits / (Losses) for its previous financial years since
becoming subsidiary. Rs.
4. Net aggegate amount of Subsidiary's Profits / (Losses)

dealt with in the Holding Company's accounts :
(i) for the Subsidiary's financial year ended March 31 , 201 0 Nil Nil
(ii) for its previous financial years Nil Nil
vs per our attached report of even date For and on behalf of the Board of Directors
or M/s P. G. Bhagwat ATUL C. KIRLOSKAR A. C. KULKARNI


35
CONSOLIDATED
FINANCIAL
STATEMENTS
36
ST
1 ANNUAL REPORT 2009-2010
CONSOLIDATED FINANCIAL STATEMENTS

AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF
We have audited the attached consolidated balance sheet of Kirloskar Brothers Investments Limited (KBIL) Group, as at
March 31, 2010 and also the consolidated profit and loss account and the consolidated cash flow statement for the period
ended on that date annexed thereto. These financial statements are the responsibility of the company's management and
have been prepared by the management on the basis of separate financial statements and other financial information
regarding components. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the generally accepted auditing standards in India. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for ouropinion.
We report that the consolidated financial statements have been prepared by the management in accordance with the
requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, Accounting Standard (AS) 23,
Accounting for Investments in Associates in Consolidated Financial Statements and Accounting Standard (AS) 27, Financial
Reporting of Interests in Joint Ventures, prescribed by Companies (Accounting Standards) Rules, 2006.
Based on our audit and on consideration of report of other auditors on separate financial statements and on the other
financial information of the components, and to the best of our information and according to explanations given to us, we are
of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting
principles generally accepted in India:
a) in the case of the consolidated balance sheet, of the state of affairs of KBIL Group as at March 31,2010;
b) in the case of consolidated profit and loss account, of the profit for the period ended on that date; and
c) in the case of the consolidated cash flow statement, of the cash flows for the period ended March 31,2010.

PANKAJA BHAGWAT
Partner
Firms registration No. 101118W
37
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2010
Rupees
As at
SCHEDULE March 31, 2010
SOURCES OF FUNDS
Shareholders' funds
Capital 1 52,882,180
Reserves and surplus 2 937,234,960
Loan Funds
Unsecured Loan 418,331
990,535,47T
APPLICATION OF FUNDS
Fixed Assets t8,429,624
Land (Freehold)
Investments 662,929,381
Current Assets, Loans & Advances and Bank Balances 3 309,751,128
Loans and advances 4 997,133
Other current assets - Interest accrued on investments 97,174

310,845,435
Sundry Creditors 1,668,969
Net Current Assets 309,176,466

990,535,471
Notes to Accounts 5


38
1ST 2009 - 2010
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED

MARCH 31,2010
Rupees
2009-10
INCOME
Dividend from Investments 275,706,944
Interest on Fixed Deposit 753,815
Profit on Sale of Investments 3,499,613

279,960,372
EXPENDITURE
Salary 290,000
Rent, Rates and Taxes 43,406
Postage & Telephone 2,206
Director Fees 10,000
Mangerial Remuneration 413,346
Other Expenses 256,863
Preliminery Expenses write off 337,380

2,431,381
Profit/(Loss) before tax 277,528,991
Provision for current tax 600,000
Profit/(Loss) after tax 276,928,991
Balance brought forward
Net profit / Surplus carried to Balace Sheet 276,928,991

276,928,991
Basic and Diluted Earning per Equity Share - not annualised 52.37


39
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED
MARCH 31,2010
Rupees
PARTICULARS 2009-2010

Net Profit 277,528,991
Less: Profit on sale of Shares 3,499,613
274,029,378
Add : Preliminary Expenses write off 337,380

Pre - Operative expenses write off 1,078.180
275,444,938
Adjustment for :-
Trade Payables _ 607,007
Direct taxes paid (868,929)
Total Cash Flow from Operating Activities 275,085,842

Sale of Shares 34,952.839
Total Cash Flow from Investing Activities 34,952,839

Issuance of Shares 500,000
Preliminary Expenses write off (337,380)
Pre - Operative expenses write off (1,078,180)
Other borrowings 11,927
Total Cash Flow from Financing Activities (903,633)
Net Increase in Cash & Cash Equivalents 309,135,048
Cash and Cash Equivalents at beginning of period
Add: Cash and Cash Equivalents on acquisition of subsidiaries 616,081
Cash and Cash Equivalents at end of period 309,751,129


40
ST
1 ANNUAL REPORT 2009-2010
SCHEDULE TO THE CONSOLIDATED ACCOUNTS

Rupees
2009-10
Schedule 1: Share Capital
Authorized
10,000,000 equity shares of Rs.10/- each 100,000,000
Issued

52,882,18'Q
Schedule 2: Reserves and Surplus
Capital Reserve (on account of acquisition of subsidiary companies) 97,200,659
General Reserve 563,105,310
Profit and Loss Account 276,928,991

937,234,960
Schedule 3: Bank Balances
Balance in current account 3,351,128
Fixed Deposit with Bank 306,400,000

309,751,128
Schedule 4: Loans And Advances
Deposits with post & others 120,150
Advance Income tax (net of Provison for tax) 876,983

997,133
41
SCHEDULE 5 : NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS
A. ACCOUNTING POLICIES
1. Principles of Consolidation :
The consolidated financial statements relate to Kirloskar Brothers Investments Limited (KBIL) and its majority owned subsidiary
companies, consolidated on a line by line basis by adding together the book values of like items of assets, liabilities, income and
expenses, after fully eliminating intra-group transactions and the unrealised profit/ losses on intra-group transactions and are
presented to the extent possible in the manner as the Company's independant financial statements.
The names of the subsidiary companies, Country of Incorporation, Proportion of Ownership Interest and reporting dates considered
in the Consolidated Financial Statements are:
Name of the Company Country of Incorporation Proportion of Ownership Reporting Date

Interest of KBIL
Pooja Credits Private Limited India 100% 31/3/2010

(from April 16, 2009) @
Kirloskar Silk Industries Limited India 100% 31/S/2'010

(from April 16, 2009) @
@ A Scheme of Arrangement between Kirloskar Brothers Limited (KBL), Kirloskar Brothers Investments Limited (KBIL) and their
respective shareholders, was duly approved by all the requisite regulatory authorities including Honourable High Court of
Judicature at Bombay. Pursuant to the Scheme, Pooja Credits Pvt. Ltd. and Kirloskar Silk Industries Ltd. have become subsidiaries
of KBILfrom the Appointed Date in terms of the Scheme of Arrangement i.e. April 16,2009.
The excess of cost to the company of its investment in the subsidiary company over the parents' portion of equity is recognised in the
consolidated financial statements as goodwill. The excess of company's share of equity of the subsidiary company over the cost of
acquisition is treated as capital reserve.
2. Other Accounting Policies:
They are set out in the notes to accounts of the parent company - Kirloskar Brothers Investments Limited.
B. OTHER NOTES
1) The company has been incorporated on April 16,2009 and has become operative from March 2,2010, hence previous year
figures are notgiven.
2) Contingent liabilities:
Notice received from Tahasildar Dindori (Nasik Dist) in respect of tax on non utilisation of land Rs. 2,726,1251-
(PY 2,726,125/-)
3) Related Party Disclosures:
Kirloskar Silk Industries Limited Subsidiary Company Since 16.04.2009
Pooja Credits Private Limited Subsidiary Company Since 16.04.2009
b) Related Party Transactions: There are no transactions during the year.

1ST ANNUAL REPORT 2009-2010
NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS (CONTD.)

4) Earning per Share:
a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after Tax
disclosed in the Profits Loss Account.
b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earning
per share is5,288,218.
5) The name of Kirloskar Oil Engines Ltd. has been changed to "Kirloskar Industries Limited" with effect from March 31,
2010 pursuant to a Scheme of Arrangement for Demerger, between Kirloskar Oil Engines Ltd. (KOEL) and Kirloskar
Engines India Ltd. (KEIL) as approved by the Hon'ble High Court of Judicature at Bombay vide its order dated 31st July
2009 read with its order dated March 19, 2010 (the "Scheme"). The Company will be issued shares in the proportion of 3
equity shares in KEIL for every 4 equity shares held in KOEL, i.e. for every 20 equity shares of Rs. 2 each held by the
Company in KOEL, it will be allotted 15 equity shares of Rs. 2 each in KEIL and the balance 5 shares of Rs. 2 each will be
consolidated into 1 share of Rs. 10 each in KOEL


43
ANNUAL REPORT
OF SUBSIDIARIES
44
POOJA CREDITS PRIVATE LIMITED
MC
22 200S - 2010
DIRECTORS'REPORT TO THE MEMBERS

Your Directors present their 22nd Annual Report and Audited Accounts of the Company for the year ended March 31,2010.
FINANCIAL PERFORMANCE:
Current Year ended Previous Year ended

March 31,2010 March 31,2009
(in Rs.) (in Rs.)
Net Profit Before Tax 48,676,089 18,012,162

Provision for tax 600,000
Net Profit after Tax 48,076,089 18,012,162
Balance brought forward from previous year 91,652,771 93,177,168
Profit available for appropriation 139,728,861 111,189,330
Interim dividend paid during the year 15,160,099
Additional tax on dividend 25,76,460
Profit transferred to General Reserve - 18,00,000
Balance carried to Balance Sheet 139,728,861 91,652,771
DIVIDEND:
Your Directors do not recommend any dividend.
PARTICULARS OF EMPLOYEES:
None of the employees is covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) (Amendment) Rules, 2002.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
Being an Investment Company, the provisions of Section 217 (1 )(e) of the Companies Act, 1956 are not applicable.
SECRETARIAL COMPLIANCE CERTIFICATE:
In accordance with Section 383Aof the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001 the
company has obtained a certificate from a Secretary in whole time practice confirming that the Company had complied with
all the provisions of the Act and a copy of such certificate is annexed to this report.
DIRECTORS'RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm -
that in the preparation of the annual accounts, the applicable accounting standards have been followed and there
was no material departure from the accounting standards.
that the accounting policies have been selected and applied consistently and the judgments and estimates made are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for period from April 1,2009 to March 31,2010.
that the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and
that the Annual Accounts have been prepared on a going concern basis.
HOLDING COMPANY:
A Scheme of Arrangement between Kirloskar Brothers Limited, Kirloskar Brothers Investments Limited and their respective
shareholders was duly approved by all the requisite regulatory authorities including Hon'ble High Court of Judicature at
Bombay. Pursuant to the Scheme, the Company ceased to be the Subsidiary Company of Kirloskar Brothers Limited and
became a Subsidiary Company of Kirloskar Brothers Investments Limited with effect from the Appointed Date of the Scheme
i.e. April 16,2009.
45
DIRECTORS:
Mr. G. P. Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-
appointment.
Mr. A. C. Kulkarni was appointed as an Additional Director of the Company w.e.f. January 23, 2010. He holds office till the
conclusion of this ensuing Annual General Meeting and is eligible for appointment.
Mr. Sanjay Kirloskar resigned from the Board w.e.f. January 23, 2010 due to pre-occupations. He was associated with the
Company for last 8 years. The Board wishes to place on record its gratitude for the guidance received from him during his
tenure as a Chairman of the Company.
APPLICATION FOR REGISTRATION AS NBFC:
Earlier, the Company did not apply for the Certificate of Registration (COR) as it was exempted from registration as a Non
Banking Financial Company (NBFC) underthe related provisions.
Subsequently, on receipt of the necessary clarification from RBI, the Company has on September 21,2009, applied for COR
as NBFC. However, the said application is still under process with RBI.
AUDITORS:
M/s P. G. Bhagwatwill retire at the ensuing Annual General Meeting and are eligible for re-appointment.
A. R. SATHE
DIRECTOR
Pune: April 26,2010
46
N!}
22 2001 - 2010
COMPLIANCE CERTIFICATE
(Under sub-section (1) of Section 383Aof the Companies Act, 1956)
Regn. No: U57101MH1988PTC071708

Nominal Capital: Rs. 4,00,00,000/-
Paid Up Capital: Rs. 3,44,54,770/-
To,
The Members,
Udyog Bhavan, Tilak Road,
Pune411002
I have examined the registers, records, books and papers of POOJACREDITS PRIVATE LIMITED required to be maintained
under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the
Memorandum and Articles of Association of the Company for the financial year 31st March 2010. In my opinion and to the
best of my information and according to the examinations carried out by me and explanations furnished to me by the
Company, its officers and agents, I certify that in respect of the aforesaid financial year:
1. The company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions of
the Act and the rules made there under and all entries therein have been duly recorded.
2. The company has duly filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of
Companies, Regional Director, Central Government, Company Law Board or other authorities within the time
prescribed under the Act and the rules made there under.
3. The company being a private limited company which is a subsidiary of public limited Company has the minimum
prescribed paid-up capital and its maximum and total number of members during the said financial year was 3
(Three) excluding its present and past employees and the company during the year under scrutiny;
i. has not invited public to subscribe for its shares or debentures; and
ii has not invited or accepted any deposits from persons other than its members, directors or their relatives.
4. The Board of Directors duly met 7 (Seven) times respectively on Monday the 20th April 2009, Thursday the 16th July
2009, Saturday the 5th September 2009, Thursday the 22nd October 2009, Friday the 15th January 2010, Saturday
the 23rd January 2010 and Monday the 8th March 2010 in respect of which meetings, proper notices were given and
the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book
maintained forthe purpose.
5. The company was not required to close its Register of Members during the financial year.
6. The Annual General Meeting for the financial year ended on 31st March 2009 was held on Friday the 17th July 2009
after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in the
Minutes Book maintained forthe purpose.
7. No Extra-Ordinary General Meeting was held during the financial year.
8. The Company has not advanced any loans to its directors or persons or firms or companies referred to under section
295 of the Act.
9. The company has not entered into contracts falling within the purview of section 297 of the Act.
10. During the year, the company has complied with the provisions under section 301 of the Act.
11. As there were no instances falling within the purview of section 314 of the Act, the company has not obtained any
approvals from the Board of Directors, members or the Central Government.
12. The company has issued duplicate share certificates during the financial year.
13. (i) The Company has delivered all the Certificates of Securities after the transfer of shares as per the Scheme of
Arrangement between Kirloskar Brothers Limited and Kirloskar Brothers Investments Limited. There was no
allotment of shares.
(ii) The company has not deposited any amount in a separate Bank Account as the company did not declare any
dividend during the financial year.
47
(iii) The Company was not required to post warrants to any members in respect of dividend.
(iv) The provisions of the Act relating to transfer of amount remaining in unpaid dividend account, application
money due for refund, matured deposits, matured debentures and the interest accrued thereon which have
remained unclaimed or unpaid fora period of seven years to Investor Education and Protection Fund are not
applicable.
(v) The Company has duly complied with the requirements of Section 217 of the Act.
14. The Board of directors of the company is duly constituted. Mr. A. C. Kulkarni was co-opted as Additional Director
w. e. f. 23rd January 2010 and Mr. Sanjay Kirloskar resigned from the post of Director w. e. f. 23rd January 2010.
There was no appointment of alternate Director or Director filling casual vacancy.
15. The Company has not appointed any Managing Director/ Whole-time Director/ Manager during the financial year.
16. The company has not appointed any sole-selling agents during the financial year.
17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional
Directors, Registrar and/or such authorities prescribed under the various provisions of the Act during the financial
year.
18. The directors have disclosed their interest in other firms/ companies to the Board of Directors pursuant to the
provisions of the Act and the rules made there under.
19. The company has not issued any shares, debentures or other securities during the financial year.
20. The company has not bought back any shares during the financial year.
21. There was no redemption of preference shares or debentures during the financial year.
22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and
bonus shares pending registration of transfer.
23. The company has not invited / accepted any deposits including any unsecured loans falling within the purview of
section 58Aduring the financial year.
24. The company has not made any borrowings during the financial year ended 31st March 2010.
25. The Company has not made any loans or Investments or given guarantees or provided securities to other bodies
corporate and consequently no entries have been made in the register kept for the purpose.
26. The company has not altered the provisions of the Memorandum with respect to situation of the company's registered
office from One State to another during the year under scrutiny.
27. The company has not altered the provisions of the Memorandum with respect to the objects of the company during
the year under scrutiny.
28. The company has not altered the provisions of the Memorandum with respect to name of the company during the
year under scrutiny.
29. The company has not altered the provisions of the Memorandum with respect to share capital of the company during
the year under scrutiny and complied with the provisions of the Act.
30. The company has not altered its Articles of Association of the Company during the financial year.
31. There was no prosecution initiated against or show cause notice received by the company and no fines or penalties or
any other punishment imposed on the company during the financial year, for the offences under the Act.
32. The company has not received any money as security from its employees during the financial year.
33. The Company has not set up its own scheme of provident fund; hence the provisions of Section 418 of the Companies
Act, 1956 are not applicable to the Company.
JAYAVANT BHAGWAN BHAVE

COMPANY SECRETARY
Pune: April 26,2010 PCS 4266, CP No. 3068
48
N9
22 2009 - 2010
ANNEXURE-A
Annexure to the compliance certificate of POOJACREDITS PRIVATE LIMITED
Registers and records maintained by the company.
No. Particulars
Register of Members under Section 150.
Register of Transfer of shares.
Copies of Annual Returns under Section 159.
Books of Accounts under Section 209
Register of particulars of contracts in which Directors are interested under Section 301.
Register of Directors, Managing Director, Manager and Company Secretary under Section 303.
Register of Director's shareholdings under Section 307.
Minutes Books for minutes of meetings of the Board of Directors and Members.
Register of Charges under Section 143.
10 Register of application and allotment of shares.

COMPANY SECRETARY
ANNEXURE-B
Annexure to the compliance certificate of POOJACREDITS PRIVATE LIMITED
Forms and Returns as filed by POOJA CREDITS PRIVATE LIMITED with the Registrar of Companies during the financial
year ended 31st March 2010
No Form No./ Filed under Particulars Date of filing Whether filed If delay in filing
Return relevant (Date of within whether
Section event) prescribed requisite
of the Act time. Yes/No additional fee
paid. Yes/No
1. Form 23AC/ Sec.220 31.03.2009 29.07.2009 Yes N.A.

Form 23ACA-
Annual
Accounts
2. Form 20B - Sec. 159 17.07.2009 25.08.2009 Yes N.A.

Annual
Return
3. Form 32 Sec 303 23.01.2010 02.02.2010 Yes N.A.

COMPANY SECRETARY
Pune: April 26,2010 FCS 4266, CP No. 3068
AUDITOR'S REPORT TO THE MEMBERS OF POOJA CREDITS PRIVATE LIMITED
1. We have audited the attached balance sheet of Pooja Credits Private Limited as at 31 st March 2010, the profit and
loss account and also the cash flow statement of the company for the year ended on that date, annexed thereto.
These financial statements are the responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
(Amendment) Order, 2004] issued by the Central Government of India in terms of sub-section (4A) of section 227 of
the said Order.
4. Furtherto our comments in the Annexure referred to in paragraph 3 above, we report that:
(ii) in our opinion proper books of account as required by law have been kept by the company so far as appears
from our examination of those books;
comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act,
1956;
record by the board of directors, we report that none of the directors is disqualified as on 31 st March 2010 from
1956;
India:
(b) in the case of the profit and loss account of the profit for the year ended on that date;
(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

PANKAJA BHAGWAT
Partner
Pune: April 26, 2010
50
NG
22 2009 - 2010
ANNEXURE
Re: Pooja Credits Private Limited
Referred to in paragraph 3 of our report of even date
(i) The company does not own any fixed assets. Accordingly, the provisions of clause 4 (i) of the Companies (Auditor's
(ii) As the company has no manufacturing activity, the provisions of clause 4 (ii) of the Companies (Auditor's Report)
Order,2003 are not applicable to the company.
(iii) (a) The company has not granted any loans secured or unsecured to companies, firms or other parties covered in
the register maintained as per section 301 of the Companies Act, 1956.
(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered
intheregistermaintainedaspersection301 of the Companies Act, 1956.
Accordingly, the provisions of clause 4 (iii) (f) and (g) are not applicable to the company.
(iv) Being an investment company without any fixed assets, the provisions of clause 4 (iv) of the Companies (Auditor's
(vi) According to information and explanations given to us, the company has not accepted any deposits from public.
(vii) According to information and explanations given to us, the company does not require a formal internal audit system
taking into consideration nature and volume of its business.
(viii) Being an investment company, the provisions of clause 4 (viii) of the Companies (Auditor's Report) Order, 2003
related to maintenance of cost records are not applicable to the company.
(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including
provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax,
wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.
According to information and explanation given to us, no undisputed amounts payable in respect of statutory
dues were in arrears, as at 31 st March, 2010 for a period of more than six months from the date they became
payable.
(b) According to information and explanation given to us, there are no dues of income tax, sales tax, wealth tax,
service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.
(x) The company has no accumulated losses as at 31st March, 2010. The company has not incurred cash losses during
the financial year and in the immediately preceding financial year.
(xi) According to information and explanations given to us, the company has no dues to any financial institution, bank or
debenture holders. Accordingly, the provisions of clause 4 (xi) of the Companies (Auditor's Report) Order, 2003 are
not applicable to the company.
(xii) According to information and explanation given to us, the company has not granted loans and advances on the basis
of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of
the Companies (Auditor's Report) Order, 2003 are not applicable to the company.
(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of
clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.
(xiv) According to information and explanation given to us, the company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report)
Order, 2003 are not applicable the company.
51
(xv) According to information and explanation given to us, the company has not given guarantees for loans taken by
others from banks or financial institutions.
(xvi) According to information and explanation given to us, the company does not have any term loans.
(xvii) According to information and explanation given to us, we report that no funds raised on short-term basis have been
used for long-term investment.
(xviii) According to information and explanation given to us, the company has not made any preferential allotment of any
shares to parties and companies covered under section 301 of the Companies Act, 1956.
(xix) According to information and explanation given to us, the company has not issued any debentures. Accordingly, the
provisions of clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.
(xx) According to information and explanation given to us, the company has not made any public issue to raise money.
Accordingly, the provisions of clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
(xxi) According to information and explanation given to us, no fraud on or by the company has been noticed or reported
during the course of our audit.
For MIS P. G. BHAGWAT

PANKAJA BHAGWAT
Partner
Pune: April 26, 2010.
52
S3:
Rupees
SCHEDULE 2010 2009
SOURCES OF FUNDS :
Shareholders' Funds
Capital 1 34,454,770 34,454,770
Reserves and surplus 2 148,104,295 100,028,205
182,559,065 134,482,975
APPLICATION OF FUNDS :
Investments 3 128,005,451 133,351,187
Current Assets, Loans & Advances

Bank Balances 4 53,714,667 614,030
Loans and advances - Interest Accrued 13,068
Advance Income Tax ( Net of Provision for Tax) 839,115 570,185
54,566,850 1,184,215
Sundry Creditors 13,236 52,427
Net Current Assets 54,553,614 1,131,788
182,559,065 134,482,975
Notes to Accounts 5
As per our report of even date attached For and on behalf of the Board of Directors
For M/s P.G. Bhagwat A. C. KULKARNI A. R. SATHE

Chartered Accountants Director Director
PANKAJA BHAGWAT
Partner
54
HD
22 2009 - 2010
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010
Rupees
2010 2009
INCOME
Dividend from Investments 45,392,338 18,266,340
Interest received on Fixed Deposits 669,709
Profit on Sale of Investments 2,902,130
48,964,176 18,266,340
EXPENDITURE
Salary 260,000 235,000
Audit Fees 13,236 9,927
Other fees to Auditors 12,134 5,629
Filing Fees 2,000 3,060
Other Expenses 717 562
288,087 254,178
Profit/(Loss) before tax 48,676,089 18,012,162

Provision for tax 600,000
Net profit 48,076,089 18,012,162
Balance brought forward from previous year 91,652,771 93,177,168
Profit available for appropriation 139,728,861 111,189,330

Appropriations
Interim dividend 15,160,099
Additional tax on dividend 2,576,460
Transfer to General Reserve 1,800,000
Surplus carried to Balance Sheet 139,728,861 91,652,771
139,728,861 111,189,330
Basic and Diluted Earning per Equity Share - not annualised 13.95 5.23

Chartered Accountants Director • Director
PANKAJA BHAGWAT
Partner
55
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2010
Rupees
PARTICULARS 2010 2009

Net Profit 48,676,089 18,012,162
Less : Profit on sale of Shares 2,902,130
Adjustment for :-
Trade Payables (39,191) 42,325
Direct Taxes Paid (868,929)
Total Cash Flow from Operating Activities 44,852,771 18,054,487
B. Cash Flow from Investing Activities 8,247,866

Dividend Paid (15,160,099)
Tax on Dividend (2,576,460)
Total Cash Flow from Financing Activities (17,736,559)
Net Increase in Cash & Cash Equivalents 53,100,637 317,928
Cash and Cash Equivalents at begining of period 614,030 296,102
Cash and Cash Equivalents at end of period 53,714,667 614,030

PANKAJA BHAGWAT
Partner
56
ND
22 200§ - 2010
SCHEDULE TO THE ACCOUNTS

Rupees
2010 2009
Schedule 1: Share Capital
Authorized
4,000,000 ( 4,000,000 ) equity shares of Rs.10/- each 40,000,000 40,000,000
Issued
3,485,000 ( 3,485,000) equity shares of Rs. 10 each 34,850,000 34,850,000
[3,445,477 (-) equity shares are held by Kirloskar Brothers Investment Ltd.
the holding company] (Refer Note - B 7)
34,454,770 34,454,770
Schedule 2: Reserves and Surplus
General Reserve
Balance as per last account 8,375,434 6,575,434
Add: Transfer from Profit and Loss Account 1,800,000
8,375,434 8,375,434
Profit and Loss Account 139,728,861 91,652,771
148,104,295 100,028,205
Schedule 3: Investments
Long Term Investments (At cost)

Non-Trade Investments
Quoted
57,650 (57,650) equity shares of Rs. 10/- each in
Kirloskar Investments & Finance Ltd. 1,153,000 1,153,000
17,002,090 (17,002,090) equity shares of Rs.2/- (Rs.2/-) each in
Kirloskar Industries Ltd. (formerly - Kirloskar Oil Engines Ltd.) 58,188,067 58,188,067
3,800,000 (3,800,000) equity shares of Rs. 51- (Rs.5/-) each in
Kirloskar Ferrous Industries Ltd. 69,100,000 69,100,000
128,441,067 128,441,067
Unquoted
445,500 (445,500) equity shares of Rs. 10/- each in Kirloskar Consultants Ltd. 4,455,000 4,455,000
(4,207) equity shares of Rs. 100/- each in Hematic Motors Pvt. Ltd. 3,179,699
(3,360) equity shares of Rs. 100/- each in Pressmatic Electro Stampings Pvt. Ltd. 1,116,998
(16,375) equity shares of Rs. 10/- each in Quadromatic Engineering Pvt. Ltd. 706,039
(34,300) equity shares of Rs. 10/- each in Quadrant Communications Ltd. 343,000
4,455,000 9,800,736
Sub Total 132,896,067 138,241,803
Less : Provision made for decline in value of Investments (Refer Note no. B 2) 4,899,616 4,899,616
127,996,451 133,342,187
Current Investments
Quoted
200 (200) equity shares of Rs. 107- each in Bank of India 9,000 ____9,000
128,005,451 133,351,187
Aggregate amount of quoted investments 128,450,067 128,450,067

Market value 2,929,285,571 1,003,537,054
Aggregate amount of unquoted investments 4,455,000 9,800,736
Schedule 4: Bank Balances
Balance in current account 714,667 614,030

Fixed Deposit with Bank 53.000.000
53,714,667 614,030
57
SCHEDULE 5: NOTES TO ACCOUNTS
A] SIGNIFICANT ACCOUNTING POLICIES:
1) Basis of preparation of financial statements:
a) The financial statements have been prepared to comply in all material respects with The Companies (Accounting Standards)
Rules, 2006 and the relevant provisions of the Companies Act, 1956.
b) The financial statements have been prepared underthe historical cost convention on an accrual basis.
2) Investments:
I) Long Term Investments are carried at cost. Provision for diminution in the value of Long Term Investments is made only if such
a decline is other than temporary in the opinion of the management.
II) Current I nvestments are carried at the lower of cost and fair value.
B] OTHER NOTES:
1) Additional information pursuant to part II of Schedule VI to the Companies Act, 1956- NotApplicable.
2) The company has made a provision of Rs. 4,899,6167-to cover general decline in the value of its long term investments. The
same is deducted from aggregate value of long term non trade investments in Schedule "3".
3) Related Party Disclosures:
a) Names of the related party and nature of relationship where control exists.

Kirloskar Brothers Ltd. Holding Company 1st April, 2009 to 15th April, 2009
Kirloskar Brothers Investments Ltd. Holding Company 1 6th April 2009 to 31 st March, 201 0
b) Related Party Transactions :
There are no transactions during the year.
Earning per Share :

a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after Tax, disclosed in the
Profits Loss Account.
b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earning per share is
3,445,477.
5) Remuneration to Auditors:
Statutory Auditors 2010 2009

a) Audit Fees 13,236 9,927
b) For Certification 12,134 5,629
6) Managerial Remuneration: Nil Nil
7) A Scheme of Arrangement between Kirloskar Brothers Limited, Kirloskar Brothers Investments Limited (KBIL) and their respective
shareholders, was duly approved by all the requisite regulatory authorities including Honourable High Court of Judicature at
Bombay. Pursuant to the Scheme, Pooja Credits Pvt. Ltd. has become a subsidiary of KBIL from the Appointed Date of the Scheme
of Arrangement i.e. April 16,2009.
8) The name of Kirloskar Oil Engines Ltd. has been changed to "Kirloskar Industries Limited" with effect from 31st March 2010
pursuant to a Scheme of Arrangement of Demerger between Kirloskar Oil Engines Ltd. (KOEL) and Kirloskar Engines India Ltd.
(KEIL) as approved by the Hon'ble High Court of Judicature at Bombay vide its order dated 31 st July 2009 read with its order dated
19th March 2010 (the "Scheme"). The Company will be issued shares in the proportion of 3 equity shares in KEILfor every 4 equity
shares held in KOEL, i.e. for every 20 equity shares of Rs. 2 each held by the Company in KOEL, it will be allotted 15 equity shares of
Rs. 2 each in KEIL and the balance 5 shares of Rs. 2 each will be consolidated into 1 share of Rs. 10 each in KOEL.
For Mis P.G. Bhagwat A. C. KULKARNI A. R. SATHE

PANKAJA BHAGWAT
Partner
22HD 200i - 2010

Registration No. 0 7 1 7 0 8
State Code 1 1 Balance Sheet Date 0 1 0

N N I L
N I N I

1 8 1 8
Sources of Funds
Paid Up Capital Reserves and Surplus
1 8
N N
Application of Funds
Net Fixed Assets Investments
N 8
N
Accumulated Losses
N
8 9 6
V. Profit of Company (Amount in Rs. Thousands)
+ - Profit/(Loss) before tax Profit/(Loss) after tax
8 8
(Please tick appropriate box -> + for Profit, - for Loss)
1 N
Item Code No.
(ITC Code)
Product Description
For Mis P.G. Bhagwat A. C. KULKARNI A. R. SATHE

PANKAJA BHAGWAT
Partner
59
DIRECTORS' REPORT TO THE MEMBERS
Your Directors present their 18th Annual Report and Audited Accounts of the company for the year ended March 31,2010.
FINANCIAL RESULTS
Particulars Current year ended Previous Year ended

March 31, 2010 March 31, 2009
_______(in Rs.) _______(in Rs.)
Profit(Loss) before Tax (15,701) (10,432)
Provision for Tax
Profit(Loss) carried to Balance Sheet (28,43,247) (28,27,546)
PARTICULARS OF EMPLOYEES:
There are no employees of the Company whose particulars are required to be reported under Section 217 (2A) of the
Companies Act, 1956.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Particulars required to be furnished in this report under section 217 (1)(e) of the Companies Act, 1956 relating to
conservation of energy and technology absorption are not applicable and hence not furnished.
SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001 the
company has obtained a certificate from a Secretary in whole time practice confirming that the company had complied with
all the provisions of the Act and a copy of such certificate is annexed to this report.
HOLDING COMPANY:
A Scheme of Arrangement between Kirloskar Brothers Limited, Kirloskar Brothers Investments Limited and their respective
shareholders was duly approved by all the requisite regulatory authorities including Hon'ble High Court of Judicature at
Bombay. Pursuant to the Scheme, the Company ceased to be the Subsidiary Company of Kirloskar Brothers Limited and
became a Subsidiary Company of Kirloskar Brothers Investments Limited with effect from the Appointed Date of the Scheme
i.e. April 16,2009.
DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm
that in the preparation of the annual accounts, the applicable accounting standards have been followed.
• that the accounting policies have been selected and applied consistently and the judgments and estimates made are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the loss of the Company for period from April 1,2009 to March 31,2010.
that the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and
that the Annual Accounts have been prepared on a going concern basis.
DIRECTORS:
Mr. Sanjay Kirloskar, Director of the Company retire by rotation and being eligible, offers himself for re-appointment.
AUDITORS:
M/s P. G. Bhagwatwill retire at the ensuing Annual General Meeting and are eligible for re-appointment.
SANJAY KIRLOSKAR
CHAIRMAN
60
KIRLOSKAR SILK INDUSTRIES LIMITED
18™ 2009 - 2010
COMPLIANCE CERTIFICATE
(Under sub-section (1) of Section 383Aof the Companies Act, 1956)
CIN: U29299PN1992PLC066655
Nominal Capital: Equity: Rs.15,00,00,000/-
Paid Up Capital: Equity: Rs.2,00,01,300/-
To,
THE MEMBERS,
UDYOGBHAVAN,
TILAKROAD,
PUNE-411002.
I have examined the registers, records, books and papers of KIRLOSKAR SILK INDUSTRIES LIMITED required to be
maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in
the Memorandum and Articles of Association of the Company for the financial year ended 31st March 2010. In my opinion
and to the best of my information and according to the examinations carried out by me and explanations furnished to me by
the Company, its officers and agents, I certify that in respect of the aforesaid financial year:
1. The company has kept and maintained all registers as stated in Annexure 'A to this certificate, as per the provisions of
the Act and the rules made there under and all entries therein have been duly recorded.
2. The company has filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of
Companies, Regional Director, Central Government, Company Law Board or other authorities within the time
prescribed under the Act and the rules made there under.
3. The Company being a Public Limited Company, comments on this point are not required.
4. The Board of Directors duly met 5 (Five) times respectively on Monday the 20th April 2009, Thursday the 16th July
2009, Thursday the 22nd October 2009, Friday the 15th January 2010 and Monday the 8th March 2010 in respect of
which meetings proper notices were given and the proceedings were properly recorded and signed including the
circular resolutions passed in the Minutes Book maintained forthe purpose.
5. The company was not required to close its Register of Members during the financial year.
6. The Annual General Meeting for the year ended 31 st March 2009 was held on Friday the 17th July 2009 after giving
due notice to the members and the minutes of the resolutions passed thereat were duly recorded in minutes book
maintained forthe purpose.
7. No Extra-ordinary General Meeting was held during the financial year.
8. The company has not advanced any loans to its directors or persons or firms or companies referred to under the
section 295 of the Act.
9. The company has not entered into any Contracts falling within the purview of section 297 of the Act.
10. During the year, the company has complied with the provisions under section 301 of the Act.
11. As there were no instances falling within the purview of section 314 of the Act, the company has not obtained any
approvals from the Board of Directors, member or the Central Government.
12. The Company has issued duplicate share certificates during the financial year.
13. (i) The Company has delivered all the Certificates of Securities after the transfer of shares as per the Scheme of
Arrangement between Kirloskar Brothers Limited and Kirloskar Brothers Investments Limited. There was no
allotment of shares.
The company has not deposited any amount in a separate Bank Account as no dividend was declared by the
company during the financial year.
The Company was not required to post warrant to any member as no dividend was declared by the Company
during the financial year.
61
(iv) The provisions of the Act relating to transfer of amount remaining in unpaid dividend account, application
money due for refund, matured deposits, matured debentures and the interest accrued thereon which have
remained unclaimed or unpaid fora period of seven years to Investor Education and Protection Fund are not
applicable.
(v) The Company has duly complied with the requirements of Section 217 of the Act.
14. The Board of directors of the company was duly constituted. Mr. Gajanan P. Kulkarni was appointed as additional
director w.e.f. 20th April 2009 and the he was appointed as Director Liable to retire by rotation at Annual General
Meeting held on 17th July 2009. Mr. S. B. Deshpande retired at the Annual General Meeting held on 17th July 2009.
15. The Company has not appointed any Managing Director/ Whole-time Director/ Manager during the financial year.
16. The company has not appointed any sole-selling agents during the financial year.
17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional
Director, Registrar and/or such authorities prescribed under the various provisions of the Act during the financial year.
18. The directors have disclosed their interest in other firms/ companies to the Board of Directors pursuant to the
provisions of the Act and the rules made thereunder.
19. The Company has not issued any shares, during the financial year.
20. The company has not bought back any shares during the financial year.
21. There was no redemption of preference shares or debentures during the financial year.
22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and
bonus shares pending registration of transfer.
23. The company has not invited/ accepted any deposits including any unsecured loans falling within the purview of
section 58Aduring the financial year.
24. The company has not made any borrowings during the financial year.
25. The Company has not made any loans or Investments or given Guarantees or provided securities to other bodies
corporate and consequently no entries have been made in the register kept for the purpose.
26. The company has not altered the provisions of the Memorandum with respect to situation of the company's registered
office from one State to another during the year under scrutiny.
27. The company has not altered the provisions of the Memorandum with respect to the objects of the company during
the year under scrutiny.
28. The Company has not altered the provisions of the Memorandum with respect to the name of the Company during the
year under scrutiny.
29. The company has not altered the provisions of Memorandum in the respect to the Share Capital of the Company
during the year under scrutiny.
30. The company has not altered its Articles of Association during the financial year.
31. There was no prosecution initiated against or show cause notice received by the company and no fines or penalties or
any other punishment imposed on the company during the financial year, for the offences under the Act.
32. The company has not received any money as security from its employees during the financial year.
33. The company does not have its own provident fund therefore the provisions of Section 418 are not applicable.

COMPANY SECRETARY
82
18™ ANNUAL 2009 - 2010
ANNEXURE-A
Annexure to the compliance certificate of KIRLOSKAR SILK INDUSTRIES LIMITED
Registers and records maintained by the company.
No. Particulars
1 Register of Members under Section 1 50.
2 Register of Transfer of shares.
3 Copies of Annual Returns under Section 159.
4 Books of Accounts under Section 209
5 Register of particulars of contracts in which Directors are interested under Section 301 .
6 Register of Directors, Managing Director, Manager and Company Secretary under Section 303.
7 Registerof Director's shareholdings under Section 307.
8 Minutes Books for minutes of meetings of the Board of Directors and Members.
9 Register of Charges under Section 143.
10 Register of application and allotment of shares.

COMPANY SECRETARY
ANNEXURE-B
Annexure to the compliance certificate of KIRLOSKAR SILK INDUSTRIES LIMITED
Forms and Returns as filed by the KIRLOSKAR SILK INDUSTRIES LIMITED with the Registrar of Companies during the
financial year ended 31 st March 2010
No Form No./ Filed under Particulars Date of filing Whether filed If delay in filing
Return relevant (Date of within whether
Section document) prescribed requisite
of the Act time. Yes/No additional fee
paid. Yes/No
1 Form 32 Sec. 301 20/04/2009 18/05/2009 Yes N.A.
2 Form 66 Sec.383A 31/03/2009 27/07/2009 Yes N.A.
3 Form 32 Sec. 301 17/07/2009 27/07/2009 Yes N.A.
4 Form 23 AC Sec. 220 31/03/2009 29/07/2009 Yes N.A.
5 Form 23ACA Sec.220 31/03/2009 29/07/2009 Yes N.A.
6 Form 20B Sec. 159 17/07/2009 25/08/2009 Yes N.A.

COMPANY SECRETARY
Pune: April 26,2010 FCS 4266, CP No. 3068
AUDITOR'S REPORT TO THE MEMBERS OF KIRLOSKAR SILK INDUSTRIES LIMITED
1. We have audited the attached balance sheet of Kirloskar Silk Industries Limited as at 31 st March 2010, the profit and
loss account and also the cash flow statement of the company for the year ended on that date, annexed thereto.
These financial statements are the responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
(Amendment) Order, 2004] issued by the Central Government of India in terms of sub-section (4A) of se'ction 227 of
the said Order.
4. The company has accumulated loss of Rs. 2,843,247/- as on the date of Balance Sheet. The company has
discontinued its trading operations as well as operations related to development, manufacture and sale of raw silk
and disposed off all its assets except land. Under the circumstances, it is doubtful whether the company will be able to
continue as a going concern.
5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(ii) in our opinion proper books of accounts as required by law have been kept by the company so far as appears
from our examination of those books;
comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act,
1956;
record by the board of directors, we report that none of the directors is disqualified as on 31st March 2010 from
1956;
India:
(b) in the case of the profit and loss account of the Loss for the year ended on that date; and
(c) in the case of the cash flow statement, of the cash flows for the yearended on that date.

PANKAJA BHAGWAT
Partner
Firm's registration No. 101118W
Pune: April 26,2010
18™ 2001 - 2010
ANNEXURE
Re: Kirloskar Silk Industries Limited
Referred to in Paragraph 3 of our report of even date
(i) (a) The Company has maintained proper records showing full particulars of freehold land owned by it.
(b) As Company does not have any Fixed Assets other than free hold land, the provisions of clause 4(i) (b) of the
Companies (Auditors Report) Order, 2003 are not applicable to the Company.
(c) The Company has disposed off all its movable Fixed Assets including Plant and machinery in earlier years and
it is doubtful whether the company will be able to continue as a going concern.
The Company has no inventory. Accordingly the provisions of clause 4(ii) of the Companies (Auditors Report) Order,
2003 are not applicable to the Company.
(a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered
in the register maintained as per section 301 of the Companies Act, 1956.
(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered
in the register maintained as per section 301 of the Companies Act, 1956.
Accordingly, the provisions of clause 4 (iii) (f) and (g) are not applicable to the company,
(iv) As the Company has discontinued all its operations, the provisions of clause 4 (iv) are not applicable to the Company.
(vi) According to the information and explanations given to us, the company has not accepted any deposits from public.
(vii) According to the information and explanations given to us, the company did not require a formal internal audit system
as it has discontinued all its operations.
(viii) In our opinion, the provisions of clause 4 (viii) of the Companies (Auditors' Report) Order, 2003 are not applicable to
the company.
(ix) In our opinion, the provisions of clause 4 (ix) are not applicable to the Company.
(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company
has incurred cash losses during the financial year and had incurred cash losses in the financial year immediately
proceeding such financial year.
(xi) According to the information and explanations given to us, the company has no dues to any financial institutions,
bank or debenture holders. Accordingly, the provisions of clause 4(xi) of the Companies (Auditors' Report) Order,
2003 are not applicable to the Company.
(xii) According to the information and explanations given to us, the company has not granted any loans and advances on
the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of
clause 4 (xii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.
(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Accordingly, the provisions of
clause 4 (xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.
(xiv) According to information and explanations given to us, the Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors' Report)
Order, 2003 are not applicable to the company.
(xv) According to the information and explanations given to us, the company has not given any guarantees for loans taken
by others from bank or financial institutions. Accordingly, the provisions of clause 4 (xv) of the Companies (Auditors'
(xvi) In our opinion, the provisions of clause 4 (xvi) of the Companies (Auditors' Report) Order, 2003 are not applicable to
the company.
(xvii) According to information and explanations given to us, we report that no funds raised on short term basis have been
used for long term investment.
(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of
any shares to parties and companies covered under section 301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us, the company has not issued any de1- ,: ures. Accordingly,
the provisions of clause 4 (xix) of the Companies (Auditors' Report) Order, 2003 are not applicable to the pompany.
(xx) According to the information and explanations given to us, the company has not made any public issue to raise
money. Accordingly, the provisions of clause 4 of the Companies (Auditors' Report) Order, 2003 are not applicable to
the company.
(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or
reported during the course of our audit.
For M/s P. G. Bhagwat

PANKAJA BHAGWAT
Partner
Firm's registration No. 101118W
Pune: April 26,2010
66
18™ ANNUAL 2009 - 2010

Rupees
As at As at
SCHEDULE March 31, 2010 March 31, 2009
I. SOURCES OF FUNDS
1. Shareholders' funds
Capital 20,001,300 20,001,300
2. Loan Funds
Unsecured Loan from Kirloskar Brothers Ltd. 418,331 406,404
Total 20,419,631 , 20,407,704
II. APPLICATION OF FUNDS
1. Fixed Assets
Land (Freehold) 18,429,624 '18,429,624
2. Current Assets, Loans & Advances
Bank Balances with Scheduled Banks 1,586 2,051
Loans and advances 158,018 158,018
159,604 160,069
Sundry Creditors 1,012,844 1,009,535
Net Current Assets (853,240) (849,466)
Profit and Loss Account 2,843,247 2,827,546
Total 20,419,631 20,407,704
Notes to Accounts 3
For M/s P.G. Bhagwat A. R. SATHE G. P. KULKARNI

PANKAJA BHAGWAT
Partner
67
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010
Rupees
SCHEDULE 2010 2009
INCOME
Total
EXPENDITURE
Operating and Other Expenses
Legal & Consultation Expenses
Other Expenses 15,701 10,432
Total 15,701 10,432
Profit/(Loss) before tax (15,701) (10,432)
Provision for Tax
Profit / (Loss) after Tax (15,701) (10,432)
Balance brought forward from previous year (2,827,546) (2,817,114)
Profit / (Loss) carried to Balance Sheet (2,843,247) (2,827,546)
Basic and Diluted Earning per Equity Share - not annualised (0.01) (0.01)

PANKAJA BHAGWAT
Partner
68
18™ 200§ - 2010
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2010
Rupees
PARTICULARS 2010 2009
Net Profit (15,701) (10,432)
Add : Decrease in Sundry Creditors 3,309 9,927
Cash Flow from Operating Activities (12,392) (505)
Other Borrowings 11,927
Net Increase in Cash & Cash Equivalents (465) (505)
Cash and Cash Equivalents at beginning of period 2,051 2,556
Cash and Cash Equivalents at end of period 1,586 2,051
For Mis P.G. Bhagwat A. R. SATHE G. P. KULKARNI

PANKAJA BHAGWAT
Partner
69
SCHEDULE TO THE ACCOUNTS
Rupees
2010 2009
Schedule 1: Share capital
Authorized
15,000,000 (15,000,000 ) equity shares of Rs. 10/- each 150,000,000 150,000,000
Issued, Subscribed and paid up
[2,000,130 ( - ) equity shares are held by Kirloskar Brothers Investment Ltd.,

the holding company] (Refer note no B 7)
20,001,300 20,001,300
Schedule 2: Loans And Advances
Deposits with Post, Railways and Others 120,150 ' 120,150
Advance Income tax including tax deducted at source 432,603 432,603
Less: Provision for Tax 394,735 394.735
37,868 37,868
158,018 158,018
70
18'" SErCml ICKMi - 2019
SCHEDULE 3 : NOTE TO ACCOUNTS

A] SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation of financial statements
a) The financial statements have been prepared to comply in all material respects with The Companies (Accounting
Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956.
b) The financial statements have been prepared under the historical cost convention on an accrual basis.
B] OTHER NOTES
1. The Company has approached the Development Commissioner - Mumbai, the appropriate authority, seeking change in the
usage of the land instead of silk manufacturing. In view of the above the Board of Directors has decided to pursue the said
application and hence deferred the decision of disposal of land and existing business.
2. Contingent Liabilities not provided for in respect of:
Notice received from Tahasildar Dindori (Nasik Dist) in respect of tax on non utilisation of land Rs. 2,726,125/- (P'Y.2,726,125/-)
3. Related Party Disclosures :

1. Kirloskar Brothers Ltd. Holding Company 1st April, 2009 to 15th April, 2009
2. Kirloskar Brothers Investments Ltd. Holding Company 16th April 2009 to 31st March, 2010
b) Related Party Transactions : There are no transactions during the year.
Earning per Share :
a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after Tax, disclosed in
the Profit & Loss Account.
b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earning per
share is 2,000,130.
Remuneration to Auditors :
Statutory Auditors 2010 2009
a) Audit Fees 13,236 9,927
6. Managerial Remuneration : Nil Nil
7. A Scheme of Arrangement between Kirloskar Brothers Limited, Kirloskar Brothers Investments Limited (KBIL) and their respective
shareholders, was duly approved by all the requisite regulatory authorities including Honourable High Court of Judicature at
Bombay. Pursuant to the Scheme, Kirloskar Silk Industries Ltd has become a subsidiary of KBIL from the Appointed Date in terms of
the Scheme of Arrangement i.e. April 16,2009.
For Mis P.G. Bhagwat A. R. SATHE G. P. KULKARNI

PANKAJA BHAGWAT
Partner
71
Registration No.
State Code 1 1 Balance Sheet Date 3 1 0 3 2 0 1 0

N I L N I L
N I L N I L
2 0 4 2 0 2 0 4 2 0
Sources of Funds Paid Up Capital Reserves and Surplus
2 0 0 0 1 N I L ' I
N I L 4 1 9
Application of Funds Net Fixed Assets Investments
1 8 4 3 0 N I L
- 8 5 3 N I L
Accumulated Losses
2 8 4 3
N I L 1 6
V. Profit of Company (Amount in Rs. Thousands)
+ - Profit/(Loss) before tax + - Profit/(Loss) after tax
- 1 6 - 1 6
(Please tick appropriate box -> + for Profit, - fc>r Loss)
- 0 0 1 N I L
Item Code No. (ITC Code) 5 0 0 2 0 0 0 1
Product Description M U L B E R R Y S I L K
Product Description S I L K W O R M C O C O O N S
S U I T A B L E F O R R E E L I N G
Product Description M U L B E R R Y S I L K W A S T E

PANKAJA BHAGWAT
Partner
72
Registered Office : 13/A, Karve Road, Kothrud, Pune - 411 038
NOTICE
NOTICE is hereby given that the First Annual General Meeting of the members of KIRLOSKAR BROTHERS
INVESTMENTS LIMITED will be held at Kirloskar Brothers Limited, "Yamuna", Survey No. 98 (3-7), Baner, Pune -
411 045 on Tuesday the 27th day of July, 201 Oat 1.30 p.m. to transact the following business :-
ORDINARY BUSINESS:
1. To receive, consider and adopt the Directors' Report, Audited Balance Sheet and Profit and LOSS Account of
the Company for the period ended March 31,2010 and the Auditors' Report thereon.
2. To appoint Auditors of the Company for the period commencing from the conclusion of this Annual General
Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.
SPECIAL BUSINESS:
3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an
ORDINARY RESOLUTION:
"RESOLVED THAT Mr. A. R. Sathe who was appointed as First Director of the Company and in respect of
whom the Company has, as required by section 257 of the Companies Act, 1956, received a notice in writing
from a member signifying his intention to propose him as a candidate for the office of the Director, be and is
hereby appointed as a Director of the Company, liable to retire by rotation."
"RESOLVED THAT Mr. G. P. Kulkarni who was appointed as First Director of the Company and in respect of
whom the Company has, as required by section 257 of the Companies Act, 1956, received a notice in writing
from a member signifying his intention to propose him as a candidate for the office of the Director, be and is
hereby appointed as a Director of the Company, liable to retire by rotation."
"RESOLVED THAT Mr. Atul C. Kirloskar who was appointed by the Board of Directors of the Company as an
Additional Director on February 13, 2010 and who holds office as such upto the conclusion of this Annual
General Meeting and in respect of whom the Company has, as required by section 257 of the Companies Act,
1956, received a notice in writing from a member signifying his intention to propose him as a candidate for the
office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."
"RESOLVED THAT Mr. Nihal Kulkarni who was appointed by the Board of Directors of the Company as an
"RESOLVED THAT Mr. A. N. Alawani who was appointed by the Board of Directors of the Company as an
"RESOLVED THAT Mr. A. C. Kulkarni who was appointed by the Board of Directors of the Company as an
Additional Director on January 23, 2010 and who holds office as such upto the conclusion of this Annual
"RESOLVED THAT pursuant to the provisions of sections 198, 269, 309, 310, 311 and other applicable
provisions, if any, of the Companies Act, 1956 (including any amendment thereto or re-enactment thereof for
the time being in force) and schedule XIII thereto (including any amendment or statutory modification thereto
for the time being in force) and subject to such sanctions as may be necessary, approval be and is hereby
accorded to the appointment of Mr. A. C. Kulkarni as the Executive Director of the Company for a period of five
years commencing from February 13, 2010 on the terms and conditions including remuneration and
minimum remuneration in the event of absence or inadequacy of profits as set out below and that the
agreement to be entered into between the Company and Mr. A. C. Kulkarni, with liberty to the Board of
Directors, to alter or vary the terms and conditions and remuneration including minimum remuneration in
such manner as the Board may deem fit and is acceptable to Mr. A. C. Kulkarni:
A) BASIC SALARY:
Basic Salary shall be Rs. 1,76,000 /- (Rupees One Lakh Seventy Six Thousand only) per month with annual
increments to be decided by the Board of Directors not exceeding Rs. 12,6007- p.m. (Rupees Twelve
Thousand Six Hundred Only).
B) PERQUISITES:
In addition to the aforesaid salary, Mr. A. C. Kulkarni, Executive Director shall be entitled to the following
perquisites:
1. Reimbursement of all medical expenses incurred for self and family, subject to a limit of Rs. 15.000/- (Rupees
Fifteen Thousand Only) per annum. In addition hospitalisation expenses incurred in India for self and family
will be paid on actual basis.
2. Leave travel assistance for self and family, once in a year, not exceeding half a month's salary.
3. Term Insurance, premium whereof does not exceed Rs. 12,0007- (Rupees Twelve Thousand Only) per
annum.
4. Provision of car for use on company business. Use of car for private purpose will be billed by the Company to
the Executive Director.
5. Telephone at residence and a mobile phone. Personal long distance calls shall be billed by the Company to
the Executive Director.
6. Contribution to Provident Fund, Superannuation Fund or Annuity Fund as per the rules of the Company:
a. If contribution to Provident Fund and Superannuation Fund or Annuity Fund from the Company would
not be feasible then in lieu thereof, the Special Allowances as follows be paid to the Executive Director:
i. Rs. 30.600/- p.m. against Provident Fund Contribution &
ii. Rs. 30,0007- p.m. against Superannuation Fund Contribution
b. Annual increments in above Special Allowance shall be equal to percentage of increase in Basic
Salary.
7. Gratuity at the rate not exceeding fifteen days salary for each completed year of service.
8. Leave at the rate of 30 days per calendar year of service. Leave calculation for a part of the calendar year at
the date of appointment as Executive Director or on ceasing to be Executive Director shall be made on a pro -
rata basis at the rate of two and a half days' leave for every month of service. Leave accumujated and not
availed of may be encashed at the end of the tenure as per the rules of the Company.
"Family" for the above purpose means wife, dependent children and dependent parents of the Executive
Director.
Perquisites shall be evaluated as per the provisions of the Income Tax Rules.
C) MINIMUM REMUNERATION
In the event of loss or inadequacy of profits in any financial year during the currency of his tenure as
Executive Director, the payment of salary, perquisites and other allowances shall stand reduced to the limit
prescribed in Section 11 of Part 11 of Schedule XI11 to the CompaniesAct, 1956, as minimum remuneration.
For the purpose of computation of minimum remuneration, the following shall not be included -
(a) Contribution to Provident Fund, Superannuation Fund or Annuity Fund to the extent these either singly
or put together are not taxable under the Income Tax Act, 1961.
(b) Gratuity at the rate not exceeding fifteen days salary for each completed year of service as Executive
Director.
(c) Encashment of leave at the end of the tenure.
D) The Executive Director, so long as he functions as such, shall not be paid any sitting fees for attending the
meetings of the Board of Directors or Committees thereof.
RESOLVED FURTHER THAT in the event of any statutory amendment, modification or relaxation by the
Central Government to schedule XIII to the Companies Act, 1956, the Board of Directors be and is hereby
authorized to vary or increase the remuneration including salary, commission, perquisites, allowances etc.
within such prescribed limit or ceiling and the said agreement between the Company and Mr. A. C. Kulkarni
be suitably amended to give effect to such modification, relaxation or variation without any further reference
to the members of the Company in General Meeting.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take
such steps as may be necessary to give effect to this resolution."
10. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL
RESOLUTION:
"RESOLVED THAT pursuant to the provisions of section 198, 309, 310, 349, 350 and any other applicable
provisions, if any, of the Companies Act, 1956 and subject to such other approvals, permissions or sanctions
as may be necessary, the consent of the members of the Company be and is hereby accorded to the Board of
Directors of the Company to decide and to pay the remuneration by way of commission (over and above the
payment of sitting fees) to the Directors of the Company other than the Executive Director, a sum not
exceeding one percent per annum of the Net Profits of the Company computed in the manner laid down in
sections 349 and 350 of the Companies Act, 1956, in any financial year upto a period of 5 years, commencing
from this financial year ended on March 31,2010."
By order of the Board of Directors

For KIRLOSKAR BROTHERS INVESTMENTS LIMITED
VIKAS VOHRA
Pune:June5,2010
NOTES:
1. A MEMBER OF THE COMPANY ENTITLED TO ATTEND AND VOTE AT THE SAID MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY
NEED NOT BE A MEMBER OF THE COMPANY.
2. Explanatory statement setting out all material facts concerning the aforesaid special business contained in
Item Nos. 3 to 10 as required under section 173(2) of the Companies Act, 1956 is annexed hereto.
3. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, July
26,2010 to Tuesday, July 27,2010.
4. The documents relating to the items of Special Business are available for inspection by the Members of the
Company at its Registered Office between 11.00 a.m. to 1.00 p.m. on any working day of the Company.
5. In case members wish to ask for any information about accounts or operations of the Company are requested
to send their queries, in writing, at least 7 days before the date of the meeting, so that the information can be
made available at the time of the meeting.
6. Members of the Company and / or their proxies only will be allowed to attend the Annual General Meeting.
Before entering the Meeting Hall, Members and / or Proxies are requested to sign the admission slip in the
prescribed form and leave it at the counter.
Members are requested to bring their Folio No. / Client Id and DP Id for easy identification.
7. Since Company's shares are in compulsory dematerialised trading, to ensure better Investor service and
elimination of risk of holding shares in physical form, it is requested that the members holding shares in
physical form to get their shares dematerialised at the earliest.
8. Members having multiple folios are requested to intimate to the Company / Link Intime India Private Limited,
such folios, to consolidate all shareholdings into one folio.
9. Members who hold shares in physical form are requested to advise the Company or Link Intime India Private
Limited immediately of any change in their addresses alongwith necessary proof for identity and change in
residential address.
10. The Company has appointed M/s Link Intime India Private Limited as its Registrar and Share Transfer Agent.
Therefore, all correspondence relating to transfer and transmission of shares, sub-division of shares, issue of
duplicate share certificates, change of address, dematerialisation of shares, payment of dividend etc. will be
attended to and processed at the office of the Registrar and Share Transfer Agent at the following address:-
Link Intime India Private Limited,

(Unit: Kirloskar Brothers Investments Limited),
Block No. 202,2nd Floor, Akshay Complex,
Near Ganesh Temple, Off Dhole Patil Road, Pune- 411001
Tel.No.(020) 26053503, FaxNo.(020) 26051629,
As per the SEBI Circular dated May 20,2009, it has been clarified that for securities market transactions and
off-market / private transactions involving transfer of shares in physical form, it shall be mandatory for the
transferee(s) to furnish copy of PAN Card to the Company / Registrar and Share Transfer Agent for
registration of such transfer of shares, which investors may please note.

VIKAS VOHRA
Pune:June5,2010
ANNEXURE TO THE NOTICE OF 1st ANNUAL GENERAL MEETING
Explanatory statement as required under section 173(2) of the Companies Act, 1956
Item No. 3 of the Notice
Mr. A. R. Sathe was appointed as First Director of the Company. As required by section 257 of the Companies Act,
1956, the Company has received a notice alongwith deposit from a member signifying his intention to propose him
as a candidate for the office of Director of the Company.
Mr. A. R. Sathe is holding 30 equity shares of Rs. 10/- each in the Company.
A brief profile of Mr. A. R. Sathe is included in the Report on Corporate Governance attached to the-Directors Report.
The Board recommends the appointment of Mr. A. R. Sathe.
None of the directors, except Mr. A. R. Sathe is concerned or interested in the said resolution.
Mr. G. P. Kulkarni was appointed as First Director of the Company. As required by section 257 of the Companies Act,
1956, the Company has received a notice alongwith deposit from a member signifying his intention to propose him
as a candidate for the office of Director of the Company.
Mr. G. P. Kulkarni is not holding any equity shares of the Company.
A brief profile of Mr. G. P. Kulkarni is included in the Report on Corporate Governance attached to the Directors
Report.
The Board recommends the appointment of Mr. G. P. Kulkarni.
None of the directors, except Mr. G. P. Kulkarni is concerned or interested in the said resolution.
Mr. Atul C. Kirloskar was co-opted by the Board of Directors as an Additional Director of the Company with effect
from February 13,2010. Pursuant to section 260 of the Companies Act, 1956, Mr. Atul C. Kirloskar holds office upto
the conclusion of this Annual General Meeting. As required by section 257 of the Companies Act, 1956, the
Company has received a notice alongwith deposit from a member signifying his intention to propose him as a
candidate for the office of Director of the Company.
Mr. Atul C. Kirloskar is holding 134,786 equity shares of Rs. 10/- each in the Company.
A brief profile of Mr. Atul C. Kirloskar is included in the Report on Corporate Governance attached to the Directors
Report.
The Board recommends the appointment of Mr. Atul C. Kirloskar.
None of the directors, except Mr. Atul C. Kirloskar is concerned or interested in the said resolution.
Mr. Nihal Kulkarni was co-opted by the Board of Directors as an Additional Director of the Company with effect from
February 13, 2010. Pursuant to section 260 of the Companies Act, 1956, Mr. Nihal Kulkarni holds office upto the
conclusion of this Annual General Meeting. As required by section 257 of the Companies Act, 1956, the Company
has received a notice alongwith deposit from a member signifying his intention to propose him as a candidate for the
office of Director of the Company.
Mr. Nihal Kulkarni is not holding any equity shares of the Company.
A brief profile of Mr. Nihal Kulkarni is included in the Report on Corporate Governance attached to the Directors
Report.
The Board recommends the appointment of Mr. Nihal Kulkarni.
None of the directors, except Mr. Nihal Kulkarni is concerned or interested in the said resolution.
Mr. A. N. Alawani was co-opted by the Board of Directors as an Additional Director of the Company with effect from
February 13, 2010. Pursuant to section 260 of the Companies Act, 1956, Mr. A. N. Alawani holds office upto the
office of Director of the Company.
Mr. A. N. Alawani is holding 500 equity shares of Rs. 10/- each in the Company.
A brief profile of Mr. A. N. Alawani is included in the Report on Corporate Governance attached to the Directors
Report.
The Board recommends the appointment of Mr. A. N. Alawani.
None of the directors, except Mr. A. N. Alawani is concerned or interested in the said resolution.
Item No. 8 and 9 of the Notice
Mr. A. C. Kulkarni was co-opted by the Board of Directors as an Additional Director of the Company with effect from
January 23, 2010. Pursuant to section 260 of the Companies Act, 1956, Mr. A. C. Kulkarni holds office upto the
office of Director of the Company. Subsequently, the Board of Directors at their meeting held on February 13,2010
appointed Mr. A. C. Kulkarni as the Executive Director of the Company for a period of 5 years commencing from
February 13,2010 subject to the approval of shareholders.
Mr. A. C. Kulkarni is not holding any equity shares of the Company.
A brief profile of Mr. A. C. Kulkarni is included in the Report on Corporate Governance attached to the Directors
Report.
The Board recommends the appointment of Mr. A. C. Kulkarni.
None of the directors, except Mr. A. C. Kulkarni is concerned or interested in the said resolution.
In terms of the provisions of section 309 of the Companies Act, 1956, a Director who is neither in the whole time
employment of the Company nor a Managing Director may be paid remuneration, inter alia, by way of commission
not exceeding 1 % of the net profits together to all such Directors if a company has a Managing Director or Whole
time Director.
Payment of such commission is required to be authorised by a special resolution to be passed by the members of
the Company. As per section 309 (7) of the Companies Act, 1956, such a special resolution remains in force for a
period of five years but it can be renewed for further period not exceeding five years at a time. Hence the special
resolution at item no. 10 of the notice seeks to authorise payment of 1% commission on net profits to the Directors
other than the Executive Director for a period of five years from this financial year ended on March 31,2010.
Section 309 of the Companies Act, 1956 requires the consent of shareholders by a special resolution at the General
Meeting for the payment of commission to Non - Executive Directors of the Company.
The Board of Directors at its meeting held on April 26,2010 accorded its approval to the payment of remuneration by
way of commission to Non - Executive Directors of the Company in pursuance of the provisions^ sections 198,
309,310,349,350 and other applicable provisions, if any of the Companies Act, 1956, and subject to the necessary
approvals of the Central Government and of the members of the Company.
Except Mr. A. C. Kulkarni, Executive Director, all the Directors of the Company may be deemed to be concerned or
interested in the resolution to the extent of commission which may be received by them.

VIKAS VOHRA
Pune:June5,2010
Registered Office : 13/A, Karve Road, Kothrud, Pune-411 038
Dear Shareholders,
Sub: Transport arrangements for Annual General Meeting to be held on July 27,2010
As you are aware, the Annual General Meeting (AGM) of the company is scheduled to be held on Tuesday, July
27,2010 at 1.30 p.m. at Kirloskar Brothers Limited, "Yamuna", Survey No. 98 (3-7), Baner, Pune -411 045.
The venue for the meeting is situated about 13 kms. away from the Company's Registered Office at 13/A, Karve
Road, Kothrud, Pune-411 038.
In order to facilitate the shareholders to attend the said AGM, we have made special bus arrangements. This
facility will be provided from the Registered Office of the Company at Karve Road to the venue of the meeting and
back to the Registered Office after completion of the meeting.
Shareholders who wish to avail this facility are requested to register their names before July 20, 2010 through
letter or at following e-mail id/phone:
E-mail id: contact@kbil.co.in Phone No: (020) 2545 3002
On July 27, 2010, such shareholders should report at the Registered Office alongwith this circular duly filled in
and signed at 12.30 p.m. The bus would start at 12.45 p.m. sharp.
Kindly note that only registered shareholders and proxies will be permitted to avail of this facility. Entry
to family members, children and/or friends of the shareholders/proxies will not be permitted.
Thanking you,
Yours faithfully,
VIKASVOHRA
Pune :June5,2010
(to be filled in and handed over, while boarding)
Name/sofshareholder/s Folio No./DP ID & Client ID Signature/s

ATTENDANCE SLIP
KIRLOSKAR BROTHERS INVESTMENTS LIMITED DP. Id*

Registered Office :
13/A, Karve Road, Kothrud, Pune - 411 038 Client Id*
Reg. Folio No.

'Applicable, if shares are held in electronic form
1st Annual General Meeting on ., , „,
No of Shares
July 27, 2010 at 1.30 p. m. -------------
Full name I....................................................................................................................................................

I certify that I am a registered member/ proxy for the registered member of the Company.
I hereby record my presence at the 1st Annual General Meeting of the Company at Kirloskar Brothers Limited,
"Yamuna", Survey No. 98 (3-7) Baner, Pune - 411 045 on Tuesday, the 27th day of July, 2010 at 1.30 p.m.
Member's/Proxy's Signature :.............................................................................

Member's /Proxy'sfull name :..............................................................................
(In Block Letters)
Note: Please fill in this attendance slip and hand it over at the entrance of the meeting hall.
__^___.___.______________TEAR HERE-——-——-———————————————
ill
gj PROXY FORM ________
!E DP. Id*
§ KIRLOSKAR BROTHERS INVESTMENTS LIMITED -
£ Registered Office : Client Id*
13/A, Karve Road, Kothrud, Pune - 411 038 ——
Reg. Folio No.
"Applicable, if shares are held in electronic form
No. of Shares...................................
I/We.......................................................................................................................................................
of.................................................................. in the district of..........................................................
being Member/Members of Kirloskar Brothers Investments Limited, 13/A, Karve Road, Kothrud, Pune -
411 038 do hereby appoint........................................................................ of ..........................................
in the district of .................................................................................................................. or failing
him/her .............................................................. of .................................................. in the district of
...................................................... as my/our proxy in my/our absence to attend and vote for me/us,
and on my/our behalf at the 1st Annual General Meeting of the Company to be held at Kirloskar Brothers
Limited, "Yamuna" Survey No. 98 (3-7) Baner, Pune - 411 045 on Tuesday, the 27th day of July, 2010 at 1.30
p.m. and at any adjournment/s thereof.
Signed on this........................................................ day of......................................... ................2010.

Please
affix
(Signature of the member across the stamp) 15 paise
Revenue
Stamp
Note: The Proxy, in order to be effective, should be completed, duly signed, stamped and must
be deposited at the Registered Office of the Company, not less than 48 hours before the time for
holding the meeting.
ST
1 ANNUAL REPORT 2009 - 2010
Enriching Lives

Regd. Office: 13/A, Karve Road, Kothrud, Pune - 411 038, INDIA.
Tel.: +91 (20) 2545 3002. Fax: +91 (20) 2543 4262
E-mail: contact@kbil.co.in Website: www.kbil.co.in

Kbil 2010

Enviado por

Dados do documento

Descrição original:

Título original

Direitos autorais

Formatos disponíveis

Compartilhar este documento

Compartilhar ou incorporar documento

Opções de compartilhamento

Você considera este documento útil?

Este conteúdo é inapropriado?

Direitos autorais:

Formatos disponíveis

Kbil 2010

Enviado por

Direitos autorais:

Formatos disponíveis

KIRLOSKAR BROTHERS INVESTMENTS LIMITED Enriching Lives

Over the years, through sheer effort, enduring vision and

Even in these trying times, your Company has excelled

Celebrating the year 2009 -10 as the centenary year of

Annual Report for the period ended on 31 March 2010

Atul C. Kirloskar Chairman (w.e.f. 13.02.2010)

SECRETARIAL AND COMPLIANCE OFFICER

Information for shareholders Contents Page No.

LISTING ON STOCK EXCHANGES

S. No. Name Address

MANAGEMENT DISCUSSION AND ANALYSIS

STRUCTURE OF THE COMPANY

THRUST OF THE BUSINESS

The Company will mainly hold investments in Kirloskar Group Companies.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

1ST 2009 - 2010

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

A. Pooja Credits Private Limited (PCPL)

B. Kirloskar Silk Industries Limited (KSIL)

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF

SHIFTING OF REGISTERED OFFICE

REGISTRATION AS NON-BANKING FINANCE COMPANY (NBFC)

CONSOLDIATED FINANCIAL STATEMENTS

The annual accounts have been prepared on a going concern basis.

For and on behalf of the Board of Directors

Name & (Age) Qualifications Designation/ Date of Gross Last

A. C. Kulkarni* B.Com, ACA Executive 13/02/2010 4,13,346 Executive Director,

Employed for the part of the year.

Report on Corporate Governance

1. The Company's philosophy on Code of Corporate Governance

The details are provided in the table below:

1. Mr. Atul C. Kirloskar Chairman

2. Mr. Nihal Kulkarni

4. Mr. A. R. Sathe NED (I) 8 7 6 NIL

5. Mr. G. P. Kulkarni NED (I) 8 5 NIL 1

7. Mr. Sanjay C. Kirloskar Chairman

@ ED - Executive Director, NED - Non Executive Director, I - Independent.

Mr. A. N.AIawani, Chairman

1ST 2001 - 2010

11. Review of following information:

Powers of Audit Committee

1. To investigate any activity within its terms of reference.

Mr. A. R. Sathe, Chairman

Directors' Service Contracts' Details:

Executive Director Service Contract and Period * Severance Fees

Subject to the approval of shareholders.

Non-Executive Directors No. of shares % to paid up capital

Kirloskar Industries Limited (earlier known as Kirloskar Oil Engines Limited)

Other Committee positions

Name of the Company Committee Chairman / Member

Gondwana Engineers Limited

He is neither a Chairman nor a member of any of the Committees in the Company.

Kirloskar Industries Limited (earlier known as Kirloskar Oil Engines Limited)

Other Committee positions

Name of the Company Committee Chairman / Member

Mr. Nihal Kulkarni

Mr. Nihal Kulkarni is a member of Audit Committee in the Company.

G.G. Dandekar Machine Works Limited

Other Committee positions

Name of the Company Committee Chairman / Member

He is a Chairman of Audit Committee and a member of Remuneration Committee in the Company.

Kirloskar Integrated Technologies Limited