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:
Year ended Year ended
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)
Profit after tax 597.59 580.16
Balance brought forward 2949.26 2651.61
Profit for appropriation 3546.85 3231.77
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
Note: Previous year figures have been regrouped/ reclassified, wherever
necessary to correspond with the current year
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
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.
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.
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
iv. the Directors have prepared the annual accounts on a going concern
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
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.
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.
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
11th February, 2014