Dec 31, 2022
The Board of Directors have pleasure to submit the report and audited financial statements of the Company for the year ended 31st December, 2022.
FINANCIAL RESULTS AND DIVIDEND
Financial Results (Standalone): |
'' Million |
|
Year ended |
Year ended |
|
December 31, 2022 |
December 31, 2021 |
|
Revenue from operations and Other Income |
18,673.78 |
15,336.68 |
Profit before tax |
2,406.86 |
1,972.79 |
Income tax expense Current |
538.51 |
560.50 |
Deferred tax |
75.66 |
(53.73) |
Total tax expense |
614.17 |
506.77 |
Profit for the year |
1,792.69 |
1,466.02 |
Other comprehensive income |
(67.77) |
6.39 |
Total comprehensive income Appropriations: |
1,724.92 |
1,472.41 |
Opening balance of retained earnings |
8204.25 |
7,027.71 |
Profit for the year |
1792.69 |
1,466.02 |
Dividend paid (including tax thereon) |
(435.10) |
(295.87) |
Other comprehensive income recognised directly in retained earnings |
(67.77) |
6.39 |
Total retained earnings |
9,494.07 |
8,204.25 |
EPS |
51.50 |
42.12 |
The Company does not propose to transfer any amount to its Reserves for the year under review. During the year under review there was no change in the share capital of the Company.
The Board of Directors propose a dividend of 15 per share of '' 10 each (150 %).
Dividend Distribution Policy of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations, 2015â) is available on the Companyâs website at: www.ksbindia.co.in GENERAL REVIEW Working:
The Financial year 2022 posed challenges on account of cyber security attack, supply chain issues due to global geo political situation. Inspite of all these challenges, the Company managed to keep the impact on the operations and business activities to minimum. The Companyâs plants across locations have performed well despite of multi-pronged challenges. During the year, an additional shed in Sinnar plant is set up, mechanical seal test facility for nuclear business was set up, localising the seal, opening of our own Liaison office in Bangladesh, opening of new branch offices in Guwahati and Patna, development in new products like the Aqua series, the API products, pumps for Pulp and Paper and also pumps for firefighting applications . The highlight being the bagging of prestigious NPCIL order for Kaiga 5 & 6 project.
Export reduced by '' 474 Million from '' 3,025 Million last year to '' 2,551 Million mainly due to impact of Russo-Ukrainian war and geopolitical conditions.
The Company continues with its efforts to maintain growth even during the continued challenges. Credit Rating:
Reaffirmation for the Long Term rating (Fund based) [ICRA] AA (stable) and Short Term Rating [ICRA] A1 assigned for the Line of Credit of the Company continues during the year 2022. This reaffirms the high reputation and the trust Company has earned for its sound financial management and its ability to meet financial obligations. Below Credit Ratings are obtained during past 3 years:
Year |
Amount ('' in Million) |
Rating |
2021 |
25,000.00 |
Long Term AA , Short Term A1 |
2020 |
25,000.00 |
Long Term AA , Short Term A1 |
2019 |
12,000.00 |
Long Term AA , Short Term A1 |
The Company does not have any debt instruments, fixed deposit program or any scheme for mobilization of funds and accordingly it has not obtained any credit ratings during the financial year for these purposes.
Fixed Deposits:
The Company has not accepted any deposits.
Transfer to Investor Education and Protection Fund (âIEPFâ):
During the year, in accordance with section 125 of the Companies Act, 2013 (âthe Actâ) an amount of '' 5,17,000 being unclaimed dividends up to the year 31st December, 2014, were transferred to the Investor Education and Protection Fund established by the Central Government.
Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (âIEPF Rulesâ), as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investorâs Education and Protection Fund (IEPF). Accordingly, during the year Company has transferred 7,966 equity shares to the IEPF. The details of equity shares transferred are available on the Companyâs website at: www.ksbindia.co.in
Subsidiary and Associate:
The Company has 1 subsidiary, viz. Pofran Sales and Agency Limited and 1 associate, viz. KSB MIL Controls Limited as on 31st December, 2022.
In accordance with Section 129 (3) of the Act and Regulation 34 of Listing Regulations, 2015, 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 Companyâs subsidiary and associate is annexed to this Report in prescribed form AOC-1 as Annexure I.
The audited financial statements of Pofran Sales and Agency Limited for the year ended 31st March, 2022 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 electronically upon request by any member of the Company interested in obtaining the same.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT Annexed to this report as Annexure II.
REPORT ON CORPORATE GOVERNANCE
Annexed to this Report alongwith certificate thereon as Annexure III.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT Annexed to this report as Annexure IV.
ANNUAL RETURN
In accordance with the provisions of the Act, the Annual Return of the Company for the year ended 2022 is hosted on website of the Company at : www.ksbindia.co.in
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 armâs 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.
DISCLOSURE UNDER REGULATION 34(3) OF SEBI LISTING REGULATIONS, 2015 There are no loans and advances in the nature of loans to subsidiary/associate/ firms/Companies in which Directors are interested.
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 stakeholders to bring to the attention of the management, the concerns about behaviours 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. The Risk Management Committee monitors the risks and their mitigation actions.
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. The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2022.
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 ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, to redress complaints received regarding sexual harassment. The Company has in place a policy in line with the requirements of the said Act. During the year, nil complaint with allegations of sexual harassment was received by the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Gaurav Swarup retires by rotation and is eligible for reappointment. The Board recommends the re-appointment.
Ms. Sharmila Barua Roychowdhury will be completing her present term as Independent Director of the Company on 29th September, 2023. On the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on 23rd February, 2023, subject to the approval of shareholders by special resolution, has recommended re-appointment of Ms. Sharmila Barua Roychowdhury as Independent Director of the Company for a further term of five years effective from 30th September, 2023. Ms. Sharmila Barua Roychowdhury has furnished declarations to the Company required under the Act and Listing Regulations confirming that she continues to meet the criteria prescribed for Independent Directors.
Mr. Milind Khadilkar retired as Chief Financial Officer and Key Managerial Personnel of the Company from the closure of business hours on 31st December, 2022. The Board expresses its sincere appreciation for the valuable services provided by him during his tenure as Chief Financial Officer. The Board of Directors, on recommendation of the Nomination and Remuneration Committee and Audit committee, appointed Mr. Mahesh Bhave as Chief Financial Officer and Key Managerial Personnel of the Company effective from 1st January, 2023. Pursuant to Mr. Mahesh Bhaveâs appointment as Chief Financial Officer, he has resigned from his responsibilities as Company Secretary from the closure of business hours on 31st December, 2022.
The Board of Directors, on recommendation of the Nomination and Remuneration Committee and Audit committee, appointed Ms. Shraddha Kavathekar as Company Secretary and Key Managerial Personnel of the Company effective from 1st January, 2023.
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 and Regulation 25 of the Listing Regulations, 2015.
BOARD MEETINGS
During the year ended 31st December, 2022, five meetings of the Board were held.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The policy on Directorâs appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of Director, and other matters forms part of
report on Corporate Governance. The detailed policy is available on the Companyâs website at:
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. Stakeholdersâ Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management 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.
DIRECTORSâ 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 as Annexure V.
The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available electronically for inspection by members on all working days (Monday to Friday) between 10.00 a.m. and 12.00 noon upto Thursday, 11th May, 2023, being the date of the 63rd AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished electronically on such request.
STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Act and Rules thereunder, M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016) were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of
62nd Annual General Meeting, until the conclusion of 67th Annual General Meeting. A certificate from Statutory Auditors has been received to the effect that their appointment as Statutory Auditors of the Company, continues to be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under.
The Auditorsâ Report for the financial year 2022 does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2022.
COST AUDITORS
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, 2013, is required by the Company and accordingly such accounts and records are prepared and maintained. Pursuant to Section 148, the Board on the recommendation of the Audit Committee has re-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 2023 at a remuneration as mentioned in the Notice convening the 63rd Annual General Meeting and the same is recommended for your consideration and ratification. The Cost Audit Report for financial year 2021 which was due to be filed with the Ministry of Corporate Affairs before 29th June, 2022, was filed on 26th May, 2022 and it did not contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Act and Rules thereunder, the Secretarial Audit Report for financial year 2022 issued by Secretarial Auditors, M/s Mehta and Mehta Associates, Company Secretaries is annexed to this report as Annexure VI and it does not contain any qualification, reservation, adverse remark or disclaimer except the self explanatory comments.
SECRETARIAL STANDARDS
During the year 2022, the Company has generally complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
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 as Annexure VII.
CORPORATE SOCIAL RESPONSIBILITY (ââCSRâ)
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 as Annexure VIII.
ACKNOWLEDGEMENTS
The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB SE & Co. KGaA, Germany, the Companyâs collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Companyâs shareholders, bankers and all employees including the workers, staff and management and all others concerned with the Companyâs business.
On behalf of the Board of Directors GAURAV SWARUP Chairman
Mumbai, 23rd February, 2023
Dec 31, 2018
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, 2018.
FINANCIAL RESULTS AND DIVIDEND
Financial Results (Separate):
INR Million
Year ended |
Year ended |
|
December 31, 2018 |
December 31, 2017 |
|
Revenue from operations and Other Income |
11,197.76 |
10,008.14 |
Profit before tax |
1,116.73 |
1,046.69 |
Income tax expense |
||
Current |
367.40 |
404.74 |
Deferred tax (Credit) |
9.07 |
(35.10) |
Total tax expense |
376.47 |
369.64 |
Profit for the year |
740.26 |
677.05 |
Other comprehensive income |
9.94 |
22.68 |
Total comprehensive income |
750.20 |
699.73 |
Appropriations: |
||
Opening balance of retained earnings |
5,188.68 |
4,719.36 |
Profit for the year |
740.26 |
677.05 |
Dividend paid (including tax thereon) |
(242.94) |
(230.41) |
Other comprehensive income recognised directly in retained earnings |
9.94 |
22.68 |
Total retained earnings |
5,695.94 |
5,188.68 |
EPS |
21.27 |
19.45 |
The Company does not propose to transfer any amount to its Reserves for the year under review. Dividend:
The Board of Directors propose a dividend of Rs. 6.00 per share of Rs.10 each (60 %).
Dividend Distribution Policy of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations, 2015â) is available on the Companyâs website at: www.ksbindia.co.in
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 2018. Hence, situation of heavy pressure on margins continued in the year.
Export increased by Rs.190 Million from Rs.1,361 Million last year to Rs.1,551 Million.
The Company has received orders of around Rs.4,130 Million from Nuclear Power Corporation of India Limited (âNPCILâ) for supply of Primary Coolant Pumps and Electric Motor alongwith auxiliaries and accessories for their Gorakhpur Haryana Anu Vidyut Pariyojana - 1 and 2 project. The sales/ supply of products/ services for these orders will be in a phased manner during the years 2022 and 2023.
The Company continues with its efforts to maintain growth even during the economic downturn and new challenges.
Unclaimed Bonus Shares:
Total 20,074 bonus shares held by 143 shareholders were unclaimed in the end of the year 2017. During the year 3 shareholders had approached/claimed for bonus shares. The total number of shares outstanding at the end of the year 2018 is 19,394 held by 140 shareholders.
Change of name of the Company:
The name of the Company stands changed from âKSB PUMPS LIMITEDâ to âKSB LIMITEDâ pursuant to fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai effective from 9th July, 2018.
Shifting of registered office:
The shareholders in its 58th Annual General Meeting held on 25th April, 2018 had approved shifting of registered office of the Company from Mumbai to Pune through a special resolution. Subsequently, the Board decided to defer the shifting of registered office and to reconsider the same.
Alteration of Articles of Association:
The Company has proposed to adopt revised set of Articles of Association under the Companies Act, 2013 ("Act") to avail operational conveniences made available under the Act. A resolution seeking approval for the same forms part of the Notice convening the 59th Annual General Meeting and the same is recommended for your consideration and approval.
Credit Rating:
ICRA Limited has upgraded the Long Term rating (Fund based) from [ICRA] AA (stable) to [ICRA] AA (stable) for KSB Limited. The Short Term rating (Fund based and non-fund based) have been reaffirmed at [ICRA] A1 . This reaffirms the high reputation and the trust Company has earned for its sound financial management and its ability to meet financial obligations.
Fixed Deposits:
The Company has not accepted any deposits.
Transfer to Investor Education and Protection Fund (âIEPF â):
During the year, in accordance with section 125 of the Companies Act, 2013 (âthe Actâ) an amount of Rs.246,852 being unclaimed dividends up to the year 31st December, 2011, were transferred to the Investor Education and Protection Fund established by the Central Government.
Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (âIEPF Rulesâ), as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investorâs Education and Protection Fund (IEPF). Accordingly, during the year Company has transferred 20,714 equity shares to the IEPF. The details of equity shares transferred are available on the Companyâs website at: www.ksbindia.co.in
Subsidiary and Associate:
The Company has 1 subsidiary, viz. Pofran Sales and Agency Limited and 1 associate, viz. KSB MIL Controls Limited as on 31st December, 2018.
In accordance with Section 129 (3) of the Act and Regulation 34 of Listing Regulations, 2015, 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 Companyâs subsidiary and associate is annexed to this Report in prescribed form AOC-1 as Annexure I.
The audited financial statements of Pofran Sales and Agency Limited for the year ended 31st March, 2018 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 as Annexure II.
REPORT ON CORPORATE GOVERNANCE
Annexed to this Report alongwith certificate thereon as Annexure III.
BUSINESS RESPONSIBILITY REPORT
Annexed to this report as Annexure IV.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT-9 is available at the website of the Company at: www.ksbindia.co.in
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 armâs 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.
DISCLOSURE UNDER REGULATION 34(3) OF SEBI LISTING REGULATIONS, 2015
There are no loans and advances in the nature of loans to subsidiary/ associate/ firms/ Companies in which Directors are interested.
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 stakeholders to bring to the attention of the management, the concerns about behaviours 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. The Risk Management Committee monitors the risks and their mitigation actions.
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 ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, to redress complaints received regarding sexual harassment. The Company has in place a policy in line with the requirements of the said Act. During the year, no complaint with allegations of sexual harassment was received by the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Dr. Matthias Schmitz retires by rotation and is eligible for reappointment.
Ms. Sharmila Barua Roychowdhury, on recommendation of the Nomination and Remuneration Committee was appointed by the Board as Additional Director / Independent Director effective from 30th September, 2018 and she shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing her candidature for appointment as Director under Section 160 of the Companies Act, 2013.
Mr. A. R. Broacha, Mr. D. N. Damania and Mr. Pradip Shah will be completing their present term as Independent Directors of the Company on 30th September, 2019. Mr. V. K. Viswanathan will be completing his present term as Independent Director of the Company on 15 th January, 2020.
On the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on 27th February, 2019, subject to the approval of shareholders by special resolution, has recommended re-appointment of Mr. D. N. Damania and Mr. Pradip Shah as Independent Directors of the Company for a further term of five years effective from 1st October, 2019 and Mr. V. K. Viswanathan for a further term of five years effective from 16th January, 2020. Mr. A. R. Broacha has expressed his unwillingness to propose his candidature for re-appointment for second consecutive term as Independent Director of the Company.
Pursuant to Listing Regulations, 2015, a person who has attained the age of seventy five years can continue as Independent Director if approval of its Members is obtained by way of a special resolution. Mr. D. N. Damania and Mr. A. R. Broacha are above seventy five years of age. Special resolutions seeking approval for continuation of their Directorships from 1st April, 2019 on the existing terms of appointment form part of the Notice convening the 59th Annual General Meeting.
Ms. Divya Shriram, on recommendation of the Nomination and Remuneration Committee was appointed by the Board as Additional Director effective from 21st May, 2018 to hold office upto the date of ensuing Annual General Meeting. Ms. Divya Shriram resigned from the Board effective from close of business hours on 19th August, 2018.
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 and Regulation 25 of the Listing Regulations, 2015.
BOARD MEETINGS
During the year ended 31st December, 2018, five meetings of the Board were held.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The policy on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and other matters forms part of report on Corporate Governance. The detailed policy is available on the Companyâs website at: www.ksbindia.co.in
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. Stakeholdersâ Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
Pursuant to the requirement of Listing Regulations, 2015 the Board constituted Risk Management Committee of the Company effective from 31st October, 2018.
The Board dissolved the Share Transfer Committee of the Company effective from 24th July, 2018 and the roles and responsibilities of Share Transfer Committee have been transfered to the Stakeholdersâ Relationship Committee effective from 24th July, 2018.
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.
DIRECTORSâ 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 as Annexure V.
The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (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 59th 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
Pursuant to provisions of Section 139 of the Act and Rules thereunder, M/s Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/ N500016) were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 57th Annual General Meeting, until the conclusion of 62nd Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting.
However the Ministry of Corporate Affairs has vide notification dated 7th May, 2018 withdrawn the requirement of seeking Memberâs ratification at every Annual General Meeting on appointment of Statutory Auditor during their tenure of five years. Hence the resolution seeking ratification for their appointment is not being placed at this Annual General Meeting.
A certificate from Statutory Auditors has been received to the effect that their appointment as Statutory Auditors of the Company, continues to be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under.
The Auditorsâ Report for the financial year 2018 does not contain any qualification, reservation, adverse remark or disclaimer.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2018.
COST AUDITORS
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, 2013, is required by the Company and accordingly such accounts and records are prepared and maintained. Pursuant to Section 148, the Board on the recommendation of the Audit Committee has re-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 2019 at a remuneration as mentioned in the Notice convening the 59th Annual General Meeting and the same is recommended for your consideration and ratification. The Cost Audit Report for financial year 2017 which was due to be filed with the Ministry of Corporate Affairs before 29th June, 2018, was filed on 17th May, 2018 and it did not contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Act and Rules thereunder, the Secretarial Audit Report for financial year 2018 issued by Secretarial Auditors, M/s Nilesh Shah and Associates, Company Secretaries, Mumbai is annexed to this report as Annexure VI and it does not contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL STANDARDS
During the year 2018, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
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 as Annexure VII.
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 as Annexure VIII.
ACKNOWLEDGEMENTS
The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB SE & Co. KGaA (formerly KSB Aktiengesellschaft), Germany, the Companyâs collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Companyâs shareholders, bankers and all employees including the workers, staff and management and all others concerned with the Companyâs business.
On behalf of the Board of Directors
G. SWARUP
Chairman
Mumbai, 27th February, 2019
Dec 31, 2016
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, 2016.
FINANCIAL RESULTS AND DIVIDEND
Financial Results:
Rs. in Million
Year ended 31.12.2016 |
Year ended 31.12.2015 |
|
Revenue from operations |
||
(net) & Other Income |
8,528.32 |
8,496.80 |
Profit before taxation |
930.09 |
1,054.88 |
Less: Tax expense |
||
Current |
338.00 |
384.13 |
Short / (excess) |
||
provision in respect |
||
of earlier years |
3.83 |
- |
Deferred tax (Credit) |
(29.29) |
(27.53) |
312.54 |
356.60 |
|
Profit for the year |
617.55 |
698.28 |
Balance brought forward |
4,095.65 |
3,620.33 |
Profit for appropriation |
4,713.20 |
4,318.61 |
Appropriations: |
||
Proposed dividend |
191.44 |
191.44 |
Tax on proposed dividend |
38.97 |
31.52 |
General Reserve |
- |
- |
Surplus carried to Balance |
||
Sheet |
4,482.79 |
4,095.65 |
4,713.20 |
4,318.61 |
Note: Previous yearâs 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%).
Dividend Distribution Policy of the company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations, 2015â) is available on the Companyâs website at www.ksbindia.co.in.
GENERAL REVIEW Working:
During the year under review, the Company has earned lower profit before tax compared to the previous year due to tough market conditions and price realization. The overall economic slowdown and delay in project execution continued in 2016. Hence, situation of heavy pressure on margins continued in the year.
Export decreased by Rs. 454 Million from Rs. 1,587 Million last year to Rs. 1,133 Million.
The Company expects to complete Phase - I of its expansion plans in April 2017 wherein the new plant facility at MIDC, Shirwal, Maharashtra will be available for manufacturing/processing in respect of activities of high-end engineered pumps for Super Critical Power Plants.
The Company continues with its efforts to maintain growth even during the economic downturn and face new challenges.
Unclaimed Bonus Shares:
Total 20,304 bonus shares held by 144 shareholders were unclaimed in the end of year 2015. During the year no shareholders had approached/ claimed for bonus shares. The total number of shares outstanding at the end the year 2016 is 20,304 held by 144 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, and Section 125 of the Companies Act, 2013 (âthe Actâ) an amount of Rs. 289,313 being unclaimed dividends up to the year 31st December, 2009, were transferred to the Investor Education & Protection Fund established by the Central Government.
Subsidiary & Associate:
The Company has 1 subsidiary, viz. Pofran Sales and Agency Limited and 1 associate, viz. KSB MIL Controls Limited (formerly MIL Controls Limited) as on 31st December, 2016.
In accordance with Section 129 (3) of the Act and Regulation 34 of Listing Regulations, 2015, 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 Companyâs 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 thereon.
BUSINESS RESPONSIBILITY REPORT
Regulation 34(2) of Listing Regulations, 2015, inter alia, provides that the annual report of the top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report (âBRRâ). The Company, being one of such 500 listed entities, has annexed BRR to this Report, as part of the Annual Report, describing initiatives taken by the Company from an environmental, social and governance perspective.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, 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 armâs 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 ON 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. Werner Stegmuller, Director, retires by rotation and is eligible for re-appointment.
Mr. N. N. Kampani retires by rotation and has expressed his intention not to seek reappointment. The Board expresses its sincere appreciation for the valuable services provided by him during his tenure as a Director. The Board does not intend to fill this casual vacancy.
Mr. W. Spiegel retired from the services as Managing Director of the Company from 30th June, 2016. The Board expresses its sincere appreciation for the valuable services provided by him during his tenure as Managing Director.
At the Board Meeting held on 27th June, 2016 Mr. Rajeev Jain was appointed as Additional Director and Managing Director of Company effective from 1st July, 2016 and he shall hold office upto the date of ensuing the 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.
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, 2016, five meetings of the Board were held.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The policy on Directorâs 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
Your Company has five Committees of Board, viz,
1. Audit Committee
2. Stakeholdersâ 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.
DIRECTORSâ 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 seventh 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 The existing auditors of the Company M/s Deloitte Haskins & Sells LLP (Registration No. 117366W/W-100018) will retire at the conclusion of this Annual General Meeting of the Company pursuant to the provisions of the Act requiring rotation of auditors. M/s Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/N500016) is being recommended for appointment of auditors.
M/s Price Waterhouse Chartered Accountants LLP have confirmed that their appointment, if made, will be within the limits prescribed under the Act. Members are requested to consider their appointment from the conclusion of this Annual General Meeting until the conclusion of the 62nd 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 2016. The Cost Audit Report for Financial Year
2015 which was due to be filed with the Ministry of Corporate Affairs on 28th June, 2016, was filed on 27th May, 2016.
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 2016 is annexed to this Report.
COMMENTS ON AUDITORSâ 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 2016.
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 Companyâs collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Companyâs shareholders, bankers and other lending institutions, all employees including the workers, staff and middle management and all others concerned with the Companyâs business.
On behalf of the Board of Directors
G. SWARUP
Mumbai, 20th February, 2017 Chairman
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 yearâs 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 (âthe Actâ) and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âListing Regulationsâ) 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 Companyâs 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 armâs 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 DIRECTORSâ APPOINTMENT AND REMUNERATION
The policy on Directorâs 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. Stakeholdersâ 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.
DIRECTORSâ 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 AUDITORSâ 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 Companyâs collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Companyâs shareholders, bankers and other lending institutions, all employees including the workers, staff and middle management and all others concerned with the Companyâs 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