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Download Annual Report PDF Format 2011 | 2010
Directors Report Year End : Dec '13    « Dec 12
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
Source : Dion Global Solutions Limited
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