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
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
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
Note: Previous year''s fgures have been regrouped/ reclassifed, wherever
necessary to correspond with the current year classifcation/
The Board of Directors propose a dividend of ` 5.50 per share of ` 10
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 `
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
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,
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
iv. the Directors have prepared the annual accounts on a going concern
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
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
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
Mumbai, 20th February, 2015