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Directors Report of KSB Pumps Ltd.

Dec 31, 2015

To

The Shareholders,

The Board of Directors have pleasure to submit the report and audited financial statements of the Company for the year ended 31st December, 2015.

FINANCIAL RESULTS AND DIVIDEND

Financial Results:

Rs, in Million

Year ended

Year ended

31.12.2015

31.12.2014

Revenue from operations

(net) & Other Income

8496.80

8292.16

Profit before taxation

1054.88

971.21

Less: Tax expense

Current

384.13

341.50

Deferred tax (Credit)

(27.53)

(22.47)

Adjustment of tax of

earlier years

-

(2.01)

356.60

317.02

Profit for the year

698.28

654.19

Balance brought forward

3620.33

3261.86

Profit for appropriation

4318.61

3916.05

Appropriations:

Proposed dividend

191.44

191.44

Tax on proposed dividend

31.52

38.28

General Reserve

-

66.00

Surplus carried to Balance Sheet

4095.65

3620.33

4318.61

3916.05

Note: Previous year’s figures have been regrouped/ reclassified, wherever necessary to correspond with the current year classification/disclosure.

Dividend:

The Board of Directors propose a dividend of Rs, 5.50 per share of Rs, 10 each (55%).

GENERAL REVIEW

Working:

During the year under review, the Company has earned higher profit before tax compared to the previous year due to various cost reduction and efficiency improvement measures taken during the year. The overall economic slowdown and delay in project execution continued in 2015. Hence, situation of heavy pressure on margins continued in the year.

Export increased by Rs, 378 Million from Rs, 1,210 Million last year to Rs, 1,588 Million.

The Company had already intimated that it has plans to expand its operations in the next few years. The Company is in the advance stage of obtaining possession of land near its Pune plant. The proposed new facility will be for manufacture of high-end engineered pumps for Super Critical Power Plants. The capital expenditure would be in a phased manner and is estimated to be around Rs, 250 Crores to be financed partially from internal generations and balance from borrowings.

The Company continues with its efforts to maintain growth even during the economic downturn and face new challenges.

Unclaimed Bonus Shares:

Total 19,918 bonus shares held by 146 shareholders were unclaimed in the end of year 2014. During the year 4 shareholders had approached/ claimed for 454 shares. The total number of shares outstanding at the end of the year 2015 is 19,464 held by 142 shareholders.

Fixed Deposits:

The Company has no unclaimed deposits.

Transfer to Investor Education & Protection Fund:

During the year, in accordance with section 205C of the Companies Act, 1956, an amount of Rs, 3,99,188 being unclaimed dividends up to the year 31st December, 2008, were transferred to the Investor Education & Protection Fund established by the Central Government.

Subsidiary & Associate:

The Company had 1 subsidiary, viz. Pofran Sales and Agency Limited and 1 associate, viz. MIL Controls Limited as on 31st December, 2015.

In accordance with Section 129 (3) of the Companies Act, 2013 (“the Act”) and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) the audited consolidated financial statements of the Company form part of the Annual Report. A statement containing salient features of the financial statements of the Company’s subsidiary and associate is annexed to this Report in prescribed form AOC-1.

The audited financial statements of Pofran Sales and Agency Limited have been placed on the website of the Company viz. www.ksbindia.co.in and are available for inspection at the registered office of the Company. The Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Annexed to this Report

REPORT ON CORPORATE GOVERNANCE

Annexed to this Report along with certificate theron.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) an extract of Annual Return in prescribed form MGT-9 is annexed to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Contracts or arrangements with related parties referred to under section 188 of the Act, entered into during the financial year, were on an arm’s length basis. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in form AOC-2 in terms of section 134 of the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loans, guarantees and investments covered under section 186 of the Act during the year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said policy are included in the report on Corporate Governance.

RISK MANAGEMENT

The Company has laid down procedures and informed the Board Members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant or material order passed during the year by any regulators, courts or tribunals impacting the going concern status of the Company or its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. G. Swarup and Dr. Stephan Bross, Directors, retire by rotation and are eligible for reappointment.

During the year there was no change in the Key Managerial Personnel of the Company.

DECLARATIONS BY INDEPENDENT DIRECTORS

The Independent Directors have given a declaration to the Company that they meet the criteria of independence as per Section 149(6) of the Act.

BOARD MEETINGS

During the year ended 31st December, 2015, four meetings of the Board were held.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and other matters forms part of report on Corporate Governance.

EVALUATION OF BOARD OF DIRECTORS

The details of the annual evaluation of Board, its Committees and individual Directors are mentioned in the report on Corporate Governance.

BOARD COMMITTEES

The Company has five Committees of Board, viz.

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Share Transfer Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in report on Corporate Governance.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors report that:

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively; and

(f) systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report.

The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by members at the registered office of the Company between 2.00 p.m. and 4.00 p.m. on any working day (Monday to Friday), upto the date of the fifty sixth Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

STATUTORY AUDITORS

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Act, up to the conclusion of the forthcoming Annual General Meeting. They have sought their re-appointment and have confirmed that their re-appointment, if made, will be within the limits prescribed under the Act. Members are requested to consider their re-appointment from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

COST AUDITORS

The Company has appointed M/s Dhananjay V. Joshi and Associates, Cost Accountants, Pune as Cost Auditors to carry out the audit of Cost Accounts of the Company for the Financial Year 2015. The Cost Audit Report for Financial Year 2014 which was due to be filed with the Ministry of Corporate Affairs on 29th June, 2015, was filed on 13th May, 2015.

SECRETARIAL AUDITORS

The Company has appointed M/s Nilesh Shah & Associates, Company Secretaries, Mumbai as Secretarial Auditors of the Company. The Secretarial Audit Report for the Year 2015 is annexed to this Report.

COMMENTS ON AUDITORS’ REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s Deloitte Haskins & Sells LLP, Chartered Accountants, in their Audit Report, M/s Dhananjay V. Joshi and Associates, Cost Accountants in their Cost Audit Report and M/s Nilesh Shah & Associates, Company Secretaries in their Secretarial Audit Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2015.

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

Information as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The composition of the CSR Committee, CSR policy and other required details are given in the Annual Report on CSR activities annexed to this Report.

ACKNOWLEDGEMENTS

The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB AG, Germany, the Company’s collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Company’s shareholders, bankers and other lending institutions, all employees including the workers, staff and middle management and all others concerned with the Company’s business.

On behalf of the Board of Directors

G. SWARUP

Chairman

Mumbai, 18th February, 2016


Dec 31, 2014

The Shareholders,

The Board of Directors have pleasure to submit the report and audited Balance Sheet, Statement of Proft and Loss of the Company and cash fow statement for the year ended 31st December, 2014.

FINANCIAL RESULTS AND DIVIDEND

(i) Financial Results: ` in Million Year ended Year ended 31.12.2014 31.12.2013

Revenue from operations (net) & Other Income 8292.16 7474.98

Proft before taxation 971.21 876.05

Less: Provision for taxation Current 341.50 278.00

Deferred tax (Credit) (22.47) (3.17) Adjustment of tax of earlier years (2.01) 3.63

317.02 278.46

Proft after tax 654.19 597.59

Balance brought forward 3261.86 2949.26

Proft for appropriation 3916.05 3546.85

Appropriation:

Interim Dividend - 34.81

Proposed Dividend 191.44 156.64

Tax on Interim Dividend - 5.92

Tax on Proposed Dividend 38.28 26.62

General Reserve 66.00 61.00

Balance carried to Balance Sheet 3620.33 3261.86

3916.05 3546.85

Note: Previous year''s fgures have been regrouped/ reclassifed, wherever necessary to correspond with the current year classifcation/ disclosure.

(ii) Dividend:

The Board of Directors propose a dividend of ` 5.50 per share of ` 10 each (55%).

GENERAL REVIEW

(i) Working:

During the year under review, the Company has earned higher proft before tax compared to the previous year due to various cost reduction and effciency improvement measures taken during the year. The overall economic slowdown and delay in project execution continued in 2014. Hence, situation of heavy pressure on margin continued in the year.

Export increased by ` 142 Million from ` 1068 Million last year to ` 1210 Million.

The Company continues with its efforts to maintain growth even during the economic downturn and face new challenges.

(ii) Unclaimed Bonus Shares:

Total 19,918 bonus shares held by 146 shareholders were unclaimed in the end of year 2013. During the year 2 shareholders had approached/claimed for 150 shares for which necessary supporting documents are awaited. The total number of shares outstanding at the end of the year 2014 is 19,918 held by 146 shareholders.

(iii) Fixed Deposits:

The Company has no unclaimed deposits.

(iv) Transfer to Investor Education & Protection Fund:

During the year, in accordance with section 205C of the Companies Act, 1956, an amount of ` 1,90,022 being unclaimed dividends up to the year 31.12.2006, were transferred to the Investor Education & Protection Fund established by the Central Government.

(v) Subsidiary & Associate:

The Ministry of Corporate Affairs, the Government of India has vide Circular No. 2/2011 dated 8th February, 2011 granted general exemption subject to fulfllment of certain conditions from attaching the Balance Sheet of the Subsidiary to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Proft and Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. Financial information of the subsidiary company is disclosed in the Annual Report. The Audited Annual Accounts of this subsidiary and related detailed information will be made available to any member of the Company/ its subsidiary seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiary at the Registered Offce of the Company. The Audited Annual Accounts of the said Subsidiary will also be available for inspection, as above, at the Head Offce of the subsidiary company.

The Associate Company, MIL Controls Limited (MIL) has made a proft before tax of ` 244.98 Million for the year ended 31st December, 2014 (previous year ` 317.41 Million). The reduction in proft of the company was due to erosion in margins due to heavy pressure on prices and poor market activity especially in project sector.

(vi) Management Discussion and Analysis Report:

Annexed to this Report (vii) Corporate Governance:

Annexed to this Report

(viii) Consolidated Accounts:

As per the requirement of SEBI, consolidated accounts in accordance with Accounting Standard AS 21 have been annexed to this Annual Report.

DIRECTORS

Mr. N.N. Kampani and Mr. W. Spiegel retire by rotation and are eligible for re-appointment.

Dr. Wolfgang Schmitt retired from services and hence resigned from the Board on 30th June, 2014. The Board expresses its sincere appreciation for the valuable services provided by him during his tenure as a Director. The Board appointed Mr. Werner Stegmuller as a Director on 24th July, 2014 to fll the casual vacancy caused. Members have appointed him as Director in the postal ballot held on 28th September, 2014.

Mr. A.R. Broacha, Mr. D.N. Damania and Mr. Pradip Shah, Independent Directors of the company were appointed by the Members in the postal ballot held on 28th September, 2014.

Ms. Sulajja Firodia Motwani was appointed by the Board as Additional Director / Independent Director effective 16th January, 2015 and she shall hold offce upto the date of ensuing annual general meeting. The Company has received a notice in writing from a member proposing her candidature for appointment of Director under Section 160 of the Companies Act, 2013.

Mr. V.K. Viswanathan was appointed by the Board as Additional Director / Independent Director effective 16th January, 2015 and he shall hold offce upto the date of ensuing annual general meeting. The Company has received a notice in writing from a member proposing his candidature for appointment of Director under Section 160 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors confrm that,

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there is no material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft or loss of the Company for the year under review;

iii. the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this report and fnancial statement are being sent to all the members of the Company, excluding the statement of particulars of employees. Any member interested in obtaining a copy of the said statement may write to the Company Secretary of the Company.

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

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the annexure to this report.

SAFETY AND ENVIRONMENT

The Company has a focus on safety and environment at work place and is committed towards improving environment, organizational health and safety standards on a continuous basis.

During the year, Pimpri and Sinnar plants were audited for OHSAS 18001 : 2007 standards and certifed by TuV Rheinland. Now all our manufacturing plants are certifed for QMS, EMS and OHSAS standards except Foundry at Vambori.

Extensive training programs are held to train our core team members who would be responsible to implement the requirements of this standard across all plants.

The Company implemented sustainability measures at different locations to improve our environment and save energy. These were in the area of solar street lights, replacing asbestos, rain water harvesting, compressed air management, ladder management and implementation of energy saving devices in plants.

Environmental aspects and Occupational health & safety hazards are identifed and management plans to reduce the risks are in place at all the locations.

We conduct constant dialogue with our suppliers to initiate the EHS activities at their end, and this will be closely monitored in future to achieve desired result.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Through KSB Care Charitable Trust, the Company has initiated projects under the Corporate Social Responsibility (CSR) with an objective to provide sustainable solutions to improve quality of life of our community in a proactive and sensitive manner.

Mainly focusing on the projects for the underprivileged children, women and elders, we identifed 13 projects in and around our manufacturing locations. Activities undertaken by us were, sponsoring children who are being taken care by reputed philanthropic institutions, construction of classrooms, sanitary blocks, technical workshop and providing equipment for skill training, installation of KSB make pumps for drinking water facility, providing brail printer, rainwater harvesting facility, setting up a biogas plant and the like.

SNEHALAYA at Vambori (Ahmednagar) is one such institution indentifed for our CSR projects which rescues and rehabilitates the children and women who are HIV affected or victims of sexual exploitation and traffcking. They also run an adoption centre and a rehabilitation centre for the unwed mothers as well as support deprived women and children from slums. We supported them by sponsoring the annual expenses of 40 children, provided school furniture and developed their playground.

CSR has given an opportunity to the Company to work with organisations helping deprived and under privileged members of our society. The company plans to continue with these initiatives to contribute towards more sustainable development of the society.

AUDITORS

You are requested to appoint auditors for the current year and to fx their remuneration. The retiring auditors Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received written consent and a certifcate from Messrs. Deloitte Haskins & Sells LLP to the effect that their re-appointment, if made, shall be in accordance with the specifed conditions.

COST AUDITORS

The Company has appointed Messrs. Dhananjay V. Joshi and Associates, Cost Accountants, Pune as Cost Auditors to carry out the audit of Cost Accounts of the Company for the Financial Year 2014. The Cost Audit Report for Financial Year 2013 which was due to be fled with the Ministry of Corporate Affairs on 29th June, 2014, was fled on 20th May, 2014.

ACKNOWLEDGEMENTS

The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB AG, Germany, the Company''s collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Company''s shareholders, bankers and other lending institutions, all employees including the workers, staff and middle management and all others concerned with the Company''s business.

On behalf of the Board of Directors

G. SWARUP Chairman Mumbai, 20th February, 2015


Dec 31, 2013

The Board of Directors have pleasure to submit the report and audited Balance Sheet and Statement of Profit and Loss of the Company for the year ended 31st December, 2013.

FINANCIAL RESULTS AND DIVIDEND

(i) Financial Results:

Rs.in Million

Year ended Year ended 31.12.2013 31.12.2012

Revenue from operations

(net) & Other Income 7474.98 7318.82

Profit before taxation 876.05 806.58

Less: Tax expense

Current 278.00 265.10

Deferred (3.17) (22.25)

Adjustment of tax of earlier years 3.63 (16.43)

278.46 226.42

Profit after tax 597.59 580.16

Balance brought forward 2949.26 2651.61

Profit for appropriation 3546.85 3231.77

Appropriation:

First Interim Dividend 34.81 34.81

Second Interim Dividend 156.64

Final Dividend 156.64

Tax on Dividend 32.54 31.06

General Reserve 61.00 60.00

Balance carried to

Balance Sheet 3261.86 2949.26

3546.85 3231.77

Note: Previous year figures have been regrouped/ reclassified, wherever necessary to correspond with the current year classification/disclosure.

(ii) Dividend:

An interim dividend of Rs. 1 per share of Rs. 10 each (10%) was paid during the year. The Board of Directors propose a final dividend of Rs. 4.50 per share of Rs. 10 each

(45%) making a total of Rs. 5.50 per share of Rs. 10 each (55%) for the year.

GENERAL REVIEW

(i) Working:

During the year under review, the Company has earned higher profit before tax compared to the previous year due to various cost reduction and efficiency improvement measures. The overall economic slowdown and delay in project execution continued in 2013. Hence, situation of heavy pressure on margin continued in the year.

Export increased by Rs. 34 Million from Rs. 1034 Million last year to Rs. 1068 Million.

The Company continues with its efforts to maintain growth even during the economic downturn and face new challenges.

(ii) Unclaimed Bonus Shares:

Total 19,918 bonus shares held by 146 shareholders were unclaimed in the year 2013. During the year no shareholder had approached/ claimed for such shares. The total number of shares outstanding at the end of the year 2013 is 19,918 held by 146 shareholders.

(iii) Fixed Deposits:

The Company has no unclaimed deposits.

(iv) Transfer to Investor Education & Protection Fund:

During the year, in accordance with section 205C of the Companies Act, 1956, an amount of Rs. 31,000 being unclaimed fixed deposits and an amount of Rs. 295,595 being unclaimed dividends up to the year 31st December, 2006 were transferred to the Investor Education & Protection Fund established by the Central Government.

(v) Subsidiary & Associate:

The Ministry of Corporate Affairs, the Government of India has vide Circular No. 2/2011 dated 8th February, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiary to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Profit and Loss and other documents of the Subsidiary Company is not being attached with the Balance Sheet of the Company. Financial information of the Subsidiary Company is disclosed in the Annual Report. The Audited Annual Accounts of this Subsidiary and related detailed information will be made available to any member of the Company/ its Subsidiary seeking such information at any point of time and are also available for inspection by any member of the Company/ its Subsidiary at the Registered Office of the Company. The Audited Annual Accounts of the said Subsidiary will also be available for inspection, as above, at the Head Office of the Subsidiary Company.

The Associate Company, MIL Controls Limited has made a profit before tax of Rs. 317.41 Million for the year ended 31st December, 2013 (previous year Rs. 337.68 Million).

(vi) Management Discussion and Analysis Report:

Annexed to this Report (vii) Corporate Governance:

Annexed to this Report

(viii) Consolidated Accounts:

As per the requirement of SEBI, consolidated accounts in accordance with Accounting Standard - 21 have been annexed to this Annual Report.

DIRECTORS

Mr. A. R. Broacha, Mr. Pradip Shah, and Mr. G. Swarup retire by rotation and are eligible for re-appointment.

Dr. Augus Lee expressed his inability to continue as director and resigned from the Board on 30th December, 2013. The Board expresses its sincere appreciation for the valuable services provided by him during his tenure as a Director. Dr. Stephan Bross was appointed as a Director on 11th February, 2014 to fill the casual vacancy caused by the resignation of Dr. Augus Lee. Dr. Stephan Bross holds office as such, upto the ensuing annual general meeting under Article 112 of the Articles of Association of the Company.

The Company has received a notice in writing from a member proposing his candidature for appointment as Director under section 257 of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors confirm that

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there is no material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The particulars prescribed under section 217(2A) of the Companies Act, 1956 are furnished in the annexure to this report.

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

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the annexure to this report.

SAFETY AND ENVIRONMENT

The Company has a focus on safety and environment at work place and is committed towards improving environment, organizational health and safety standards on a continuous basis.

During the year under review two plants having ISO 9001 & 14001 certification were audited for OHSAS 18001 standard, for systems and environment respectively. In the second phase, two more plants will be audited for OHSAS certification for organizational health and safety. Extensive training programs are held to train our core team members who would be responsible to implement the requirements of this standard across all plants.

The Company took sustainability measures at different locations to improve environment and save energy. These were in the area of solar street lights, replacing asbestos, rain water harvesting, compressed air management, ladder management and implementation of energy saving devices in plants.

We have initiated dialogue with our supplier''s through correspondence and one-to-one meeting to begin the EHS activities at their end, this will be closely monitored in future to bring in desired result.

CORPORATE SOCIAL RESPONSIBILITY

KSB Care Charitable Trust has initiated a project of supporting a school near Company''s foundry at Vambori. Proposed support is to construct a primary school building. The proposal is awaiting regulatory approval.

AUDITORS

You are requested to appoint auditors for the current year and to fix their remuneration. The retiring auditors M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Pune are eligible and offer themselves for re-appointment. The Company has received a certificate from M/s. Deloitte Haskins & Sells LLP to the effect that their re-appointment, if made, will be within the prescribed limits specified in section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The Company has appointed M/s. Dhananjay V. Joshi and Associates, Cost Accountants, Pune as Cost Auditors to carry out the audit of Cost Accounts relating to Engineering machinery (including electrical & electronic product) of the Company for the year 2013. The Cost Audit Report for year 2012 which was due to be filed with the Ministry of Corporate Affairs on 29th June, 2013, was filed on 7th June, 2013.

ACKNOWLEDGEMENTS

The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB AG, Germany, the Company''s collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Company''s shareholders, bankers and other lending institutions, all employees including the workers, staff and middle management and all others concerned with the Company''s business.

On behalf of the Board of Directors

G. SWARUP

Chairman

Mumbai,

11th February, 2014


Dec 31, 2012

To The Shareholders,

The Board of Directors have pleasure to submit the report and audited Balance Sheet and Statement of Profit and Loss of the Company for the year ended 31st December, 2012.

FINANCIAL RESULTS AND DIVIDEND

(i) Financial Results:

Rs. in Million

Year ended Year ended 31.12.2012 31.12.2011

Revenue from operations (net) & Other Income 7404.80 7641.32

Profit before taxation 806.58 622.94

Less: Provision for taxation

Current 265.10 207.00

Deferred (22.25) (5.43)

Adjustment of tax of earlier years (16.43) (8.45)

226.42 193.12

Profit after tax 580.16 429.82

Balance brought forward 2651.61 2428.61

Profit for appropriation 3231.77 2858.43

Appropriation:

First Interim Dividend 34.81 34.81

Second Interim Dividend 156.64 -

Final Dividend - 104.42

Tax on Dividend 31.06 22.59

General Reserve 60.00 45.00

Balance carried to Balance Sheet 2949.26 2651.61

3231.77 2858.43

Note: previous year''s figures have been regrouped/reclassified, wherever necessary to correspond with the current year classification/ disclosure required as per revised Schedule- VI.

(ii) Dividend:

First Interim dividend of Rs. 1 per share of Rs. 10 each (10%) was paid during the year.

The Board of Directors declared Second interim dividend of Rs. 4.50 per share of Rs. 10 each ( 45%) making total dividend paid for the year Rs. 5.50 (55%). No Final Dividend is recommended by the Board.

GENERAL REVIEW

(i) Working:

During the year under review, the Company has earned higher profit before tax compared to the previous year even though there has been decrease in the sales. The overall economic slowdown and delay in project execution continued in 2012. Hence situation of heavy pressure on margin continued in the year. The Company has taken various cost reduction and efficiency improvement measures during the year which resulted in increased profitability despite of reduction in sale.

Export increased by Rs. 333 mio. from Rs. 701 mio. last year to Rs. 1034 mio.

The Company continues with its efforts to maintain growth even during the economic downturn and face new challenges.

(ii) Unclaimed Bonus Shares :

Total 23,608 bonus shares held by 152 shareholders were unclaimed in the year 2012, after allotment. Out of which 2,914 bonus shares were transferred to respective 6 shareholders who had approached for such shares. Now the total number of shares outstanding is 20,694 held by 146 shareholders.

(iii) Fixed Deposits:

The Company has no unpaid deposits except those unclaimed after the period of maturity. As on 31st December, 2012, 1 depositor (Rs.15,000) did not claim his deposit on the due date.

(iv) Transfer to Investor Education & Protection Fund:

During the year, in accordance with section 205C of the Companies Act, 1956, an amount of Rs.41,409 being unclaimed fixed deposits and interest and an amount of Rs.205,708 being unclaimed dividends up to the year 31.12.2005, were transferred to the Investor Education & Protection Fund established by the Central Government.

(v) Subsidiary & Associate:

The Ministry of Corporate Affairs, the Government of India has vide Circular No. 2/2011 dated 8th February, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiary to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Profit and Loss Account and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. Financial information of the subsidiary company is disclosed in the Annual Report. The Audited Annual Accounts of this subsidiary and related detailed information will be made available to any member of the Company/ its subsidiary seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiary at the Registered Office of the Company. The Audited Annual Accounts of the said Subsidiary will also be available for inspection, as above, at the Head Office of the subsidiary company.

The Associate Company, MIL Controls Limited (MIL) has made a profit before tax of Rs. 337.7 mio for the year ended 31st December, 2012 (previous year - Rs. 280.5 mio).

(vi) Management Discussion and Analysis Report:

Annexed to this Report

(vii) Corporate Governance:

Annexed to this Report

(viii) Consolidated Accounts:

As per the requirement of SEBI, consolidated accounts in accordance with Accounting Standard AS 21 have been annexed to this Annual Report.

DIRECTORS

Mr. N.N. Kampani, Mr. D.N. Damania, and Dr. A. Lee retire by rotation and are eligible for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors confirm that

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there is no material departure;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB AG, Germany, the Company''s collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Company''s shareholders, bankers and other lending institutions, all employees including the workers, staff and middle management and all others concerned with the Company''s business.

PARTICULARS OF EMPLOYEES

The particulars prescribed under section 217(2A) of the Companies Act, 1956 are furnished in the annexure to this report.

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

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the annexure to this report.

SAFETY AND ENVIRONMENT

The Company is committed to improve its processes and operations to achieve and enhance its initiatives towards improving environment, health and safety standards on a continuous basis.

In line with our vision under EHS and Global Compact, we have initiated several activities some of them being disposal of e-waste through authorized agency, programs initiated to increase awareness on environment conservation and distribution of saplings, improvised lamp fittings, VFDs, programmer for voltage regulation for AC''s, motion sensors in aisles etc., to save power, wet scrubbers, oil skimmers to reduce pollution, conservation of wood & other packing material etc.

Further we have decided to have OHSAS 18001 certification for organization health and safety in coming year. Two plants will be audited and certified for OHSAS in the first phase. Extensive training programs are held to train our core team members who would be responsible to implement the requirements of this standard across all plants.

We have initiated dialogue with our supplier''s through correspondence and one-to-one meeting to begin the EHS activities at their end, this will be closely monitored in future to bring in desired result.

CORPORATE SOCIAL RESPONSIBILITY

KSB Care Charitable Trust has initiated a project of supporting a school near Company''s foundry at Vambori. Proposed support is to construct a primary school building.

AUDITORS

You are requested to appoint auditors for the current year and to fix their remuneration. The retiring auditors Messrs. Deloitte Haskins & Sells, Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from Messrs. Deloitte Haskins & Sells to the effect that their re-appointment, if made, will be within the prescribed limits specified in section 224(1B) of the Companies Act, 1956.

On behalf of the Board of Directors

G. SWARUP

CHAIRMAN

Mumbai, 22nd February, 2013


Dec 31, 2010

The Board of Directors have pleasure to submit the report and audited Balance Sheet and Profit and Loss Account of the Company for the year ended 31st December, 2010.

FINANCIAL RESULTS AND DIVIDEND

(i) Financial Results:

Rs. in Million

Year ended Year ended 31.12.2010 31.12.2009

Sales (net) & Other Income 6269.6 5753.0

Profit before taxation 742.4 1007.7

Less: Provision for taxation

Current 254.0 350.0

Deferred (27.3) (9.0)

Fringe Benefit Tax 0 2.4

226.7 343.4

Profit after tax 515.7 664.3

Adjustment of tax of earlier years (0.01) (2.5)

Profit for appropriation 515.6 661.8

Appropriation:

Dividend 174.0 217.5

Tax on Dividend 28.2 37.0

General Reserve 55.0 70.0

Profit & Loss Account 258.4 337.3

515.6 661.8

(ii) Dividend:

An interim dividend of Rs 2 per share of Rs 10 each (20%) was paid during the year. The Board of Directors propose a final dividend of Rs 8 per share of Rs 10 each (80%) making a total of Rs 10 per share of Rs 10 each (100%) for the year.

GENERAL REVIEW

(i) Working:

During the year under review, the Company has earned lower profit before tax compared to the previous year even though there has been an increase in the sales. As reported last year, execution of the project orders which were obtained earlier with lower margin affected results considerably. Further costs push inflation increased the input costs significantly, mainly materials, which could not be passed on to the customers. Some of the large orders could not be executed as customers did not take delivery of pumps and valves on account of project delay at their end.

Global crisis continued to affect the exports which further declined during the year from Rs. 782 mio. to Rs 633 mio.

The contribution from valves division has further declined substantially during the year due to global recession and increased competition from domestic and foreign suppliers and entry of new players.

The Company continues its efforts to maintain the growth in this economic downturn and face new challenges.

(ii) The Board of Directors have declared issue of 1,74,03,922 bonus shares in the proportion of one new Equity share for every one existing Equity share. This is subject to approval of members, stock exchanges where the shares of the Company are listed and such other approvals as may be necessary.

(iii) Fixed Deposits:

The Company has no unpaid deposits except those unclaimed after the period of maturity. As on 31st December, 2010, 3 depositors (Rs.30,000) had not claimed their deposits on the due dates.

(iv) Transfer to Investor Education & Protection Fund:

During the year, in accordance with section 205C of the Companies Act, 1956, an amount of Rs.30,829 being unclaimed fixed deposits and interest and, an amount of Rs.175,783 being unclaimed dividends upto the year 31.12.2003, were transferred to the Investor Education & Protection Fund established by the Central Government.

(v) Subsidiary & Associate:

Annual Accounts for the year ended 31st December, 2010 of Pofran Sales and Agency Limited (the Companys wholly owned subsidiary) which show a profit before tax of Rs. 16.4 mio (previous year Rs. 14.2 mio.) for business upto the date, are attached.

The Associate Company, MIL Controls Limited (MIL) has made a profit before tax of Rs 279.1 mio for the year ended 31st December, 2010 (previous year Rs. 208.7 mio) .

(vi) Management Discussion and Analysis Report:

Annexed to this Report

(vii) Corporate Governance:

Annexed to this Report

(viii) Consolidated Accounts:

As per the requirement of SEB1, consolidated accounts in accordance with Accounting Standard AS 21 have been annexed to this Annual Report.

DIRECTORS

Dr. Augus Lee and Mr. W. Spiegel retire by rotation and are eligible for re-appointment.

Mr. Pradip Shah was appointed as a Director on 21st June, 2008 to fill the casual vacancy caused by the resignation of Mr. M. Swarup and he retires by rotation at the ensuing annual general meeting u/s 262 of the Companies Act, 1956.

The Company has received a notice in writing from a member proposing his candidature for appointment of Director u/s 257 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors confirm that

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there is no material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB AG, Germany, the Companys collaborators, for their valuable assistance and support. They wish to record their appreciation for the co- operation and support of the Companys Bankers and other lending institutions, all employees including the workers, staff and middle management and all others concerned with the Companys business.

PARTICULARS OF EMPLOYEES

The particulars prescribed under section 217(2A) of the Companies Act, 1956 are furnished in the annexure to this report.

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

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the annexure to this report.

SAFETY AND ENVIRONMENT

The Company has a well developed Environment management System (EMS) which is committed to achieving the highest possible standards of environmental management, health, safety and compliance with all relevant environmental legislations and regulations. The Company has been awarded Environmental Management and Quality Management Certification according to the international standard ISO 14001: 2004 and ISO 9001:2008 respectively.

KSB Group has become a member of "United Nations Global Compact" whereby it has committed to fundamental principles of the said organization.

Reviews and audits of EMS are carried out on regular basis. Environment related initiatives are undertaken practically at all levels and in all functions of the organization. The construction of new Effluent Treatment plant at Pimpri factory is at advanced stage. Energy and safety audits are carried on continuous basis not only at the Companys factories but also its suppliers.

Safety and health of the employees receives utmost importance at every workplace of the Company. Safe operating procedures, standards and systems have been laid down at all manufacturing locations. Regular training of employees regarding safe working guidelines, audit and review of every accident, mock drills on emergency are some of the steps that are followed to achieve higher safety standards. Safety requirements are also extended to our subcontractors and visitors.

CORPORATE SOCIAL RESPONSIBILITY

During the year the Company has contributed Rs 6.61 mio. (previous year Rs 5.0 mio.)to KSB Care Charitable Trust. The trust has started a project of supporting a school near the Companys foundry at Vambori. The support is mainly directed towards providing infrastructure in the school.

AUDITORS

You are requested to appoint auditors for the current year and to fix their remuneration. The retiring auditors Messrs. Deloitte Haskins & Sells, Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from Messrs. Deloitte Haskins & Sells to the effect that their re- appointment, if made, will be within the prescribed limits specified in section 224Q-B) of the Companies Act, 1956.

On behalf of the Board of Directors

G. SWARUP

CHAIRMAN

Mumbai, 24th February, 2011


Dec 31, 2009

The Board of Directors have pleasure to submit the report and audited Balance Sheet and Profit and Loss Account of the Company for the year ended 31st December, 2009.

FINANCIAL RESULTS AND DIVIDEND

(i) Financial Results:

Rs. in Million

Year ended Year ended 31.12.2009 31.12.2008

Sales (net) & Other Income 5753.0 6065.0

Profit before taxation 1007.7 986.4

Less: Provision for taxation

Current 350.0 340.0

Deferred (9.0) (0)

Fringe Benefit Tax 2.4 7.7

343.4 347.7

Profit after tax 664.3 638.7

Adjustment of tax of earlier years (2.5) 8.6

Profit for appropriation 661.8 647.3

Appropriation:

Dividend 217.5 95.7

Tax on Dividend 37.0 16.3

General Reserve 70.0 70.0

Profit & Loss Account 337.3 465.3

661.8 647.3

(ii) Dividend:

An interim dividend of Rs. 2 per share of Rs. 10 each (20%) was paid during the year. The Board of Directors propose a final dividend of Rs. 10.50 per equity share of Rs. 10 each (105%) making a total of Rs. 12.50 per equity share of Rs. 10 each (125%) for the year.

GENERAL REVIEW

(i) Working:

As reported last year, the Companys performance has been affected on account of economic downturn caused by global financial crisis. During the year under review, the Company has earned higher profit before tax compared to the previous year even though there has been a slight decline in the sales and higher depreciation charge. This is attributed to favorable product mix, effective cost control measures resulting into lower cost of material and operating expenses. The profit could be maintained on account of execution of past orders, which were booked with comfortable margin and improvement in sales of small and standard pumps. In the view of global crisis, exports during the year declined from Rs. 826 mio. to Rs. 782 mio.

In the current year, the order inflow of project business obtained under stiff competition has lower margin compared to year under review. This is likely to have effect on performance of the year 2010.

The contribution from valves division has declined substantially due to global recession and increased competition from domestic and foreign suppliers and entry of new players.

The Company has taken necessary steps to maintain the growth in this economic downturn and face new challenges.

(ii) Fixed Deposits:

The Company has no unpaid deposits except those unclaimed after the period of maturity. As on 31st December, 2009, 5 depositors (Rs.0.04 mio) had not claimed their deposits on the due dates.

(iii) Transfer to Investor Education & Protection Fund:

During the year, in accordance with section 205C of the Companies Act, 1956, an amount of Rs.34,774 being unclaimed fixed deposits and interest and an amount of Rs.108,235, being unclaimed dividends upto the interim dividend for the year ended 31.12.2002, were transferred to the Investor Education & Protection Fund established by the Central Government.

(iv) Subsidiary & Associate:

Annual Accounts for the year ended 31st December, 2009 of Pofran Sales and Agency Limited (the Companys wholly owned subsidiary) which show a profit before tax of Rs. 14.2 mio. (previous year Rs. 11.3 mio.) for business upto the date, are attached.

The Associate Company, MIL Controls Limited (MIL) has made a profit before tax of Rs. 208.7 mio for the year ended 31st December, 2009 (previous year Rs. 190.2 mio.).

(v) Management Discussion and Analysis Report:

Annexed to this Report (vi) Corporate Governance:

Annexed to this Report

(vii) Consolidated Accounts:

As per the requirement of SEBl, consolidated accounts in accordance with Accounting Standard AS 21 have been annexed to this Annual Report.

DIRECTORS

Dr. Wolfgang Schmitt, Mr. N.N. Kampani and Mr. D.N. Damania retire by rotation and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors confirm that

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there is no material departure;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB AG, Germany, the Companys collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Companys Bankers and other lending institutions, all employees including the workers, staff and middle management and all others concerned with the Companys business.

PARTICULARS OF EMPLOYEES

The particulars prescribed under section 217(2A) of the Companies Act, 1956 are furnished in the annexure to this report.

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

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the annexure to this report.

SAFETY AND ENVIRONMENT

Environment Management System (EMS) is committed to achieving the highest possible standards of environmental management, health, safety and compliance with all relevant environmental legislations and regulations. While upgrading manufacturing facilities environment protection takes priority. Reviews and audits of EMS are carried out on regular basis. Environment related initiatives are undertaken practically at all levels and in all functions of the organization. Philosophy of "reuse of available resources" has resulted into reduction of energy consumption, reduction in usage of wood and replacement of asbestos material from all the products. Rainwater harvesting has been introduced at certain locations.

Safety and health of the employees receive utmost importance at every workplace of the Company. Safe operating procedures, standards and systems have been laid down at all manufacturing locations. Regular training of employees regarding safe working guidelines, audit and review of every accident, mock drills on emergency are some of the steps that are followed to achieve higher safety standards. Safety requirements are also extended to our subcontractors and visitors.

CORPORATE SOCIAL RESPONSIBILITY

During the year the Company has received all the approvals necessary for the operation of KSB Care Charitable Trust. The main objectives of the Trust are educational, medical relief and drinking water supply. A project for fulfilling the above objectives is expected to be implemented during the current year.

AUDITORS

You are requested to appoint auditors for the current year and to fix their remuneration. The retiring auditors Messrs. Deloitte Haskins & Sells, Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from Messrs. Deloitte Haskins & Sells to the effect that their re-appointment, if made, will be within the prescribed limits specified in section 224(1-B) of the Companies Act, 1956.

On behalf of the Board of Directors

G. SWARUP CHAIRMAN

Mumbai, 12th March, 2010

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