KSB Pumps Directors Report, KSB Pumps Reports by Directors

KSB Pumps

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Directors Report Year End : Dec '14    « Dec 13
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.
 (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
 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/
 (ii) Dividend:
 The Board of Directors propose a dividend of ` 5.50 per share of ` 10
 each (55%).
 (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.
 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,
 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,
 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
 iv. the Directors have prepared the annual accounts on a going concern
 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.
 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.
 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.
 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
 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.
 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
 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,
 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 
 Mumbai, 20th February, 2015 
Source : Dion Global Solutions Limited
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