Mather and Piatt Pumps Limited (the Company) was originally promoted
in 1870 by Mr. Peter Mather and Mr. John Piatt, who had introduced the
worlds first turbine type multi-stage centrifugal pumps. The Company
started its marketing operations in India in 1913 and set up its first
manufacturing unit in Kolkata in 1940 and thereafter its second
manufacturing unit at Pune 1959.
The Company is currently a subsidiary of WILO SE (the Holding
Company), previously known as WILO AG, a company headquartered in
The equity shares were delisted from Bombay Stock Exchange Ltd. with
effect from 3 February 2009 and Pune Stock Exchange Ltd. with effect
from 7 February 2009. Consequent to delisting, the Holding Company
offered to acquire the equity shares, having face value of Indian
Rupees 10/- from remaining public shareholders at a price of Indian
Rupees 250/- per share during six months exit period commencing on 4
February 2009. The Holding Companys stake increased to 93.15% upon
completion of the open offer and position has remained the same as at
the year end.
The Company is primarily engaged in the business of design,
development, manufacture, sales, installation and servicing of
centrifugal pumps, pump sets, valves, fire systems, contracts of
pumping systems on turnkey basis and trading of pumps. The Company has
its corporate office and manufacturing plant at Chinchwad, Pune and a
foundry at Kolhapur.
2 Related party disclosure
a) List of related parties where control exists
Sr. No. Name of the Related Party Relationship
1 WILO SE , Germany * Holding Company
2 M & P Subhash ,Pune Joint Venture Partnership
firm in which the Company holds 60%
* The holding company holds more than one-half in nominal value of the
equity share capital
b) Names of the related parties with whom transactions were carried out
during the year and description of relationship:
Enterprises over which the Company exercises control
1 Allied Centrifugal Pumps Pvt Ltd
1 Mather and Piatt Fire Systems Limited
2 Pompes Salmson,S.A
3 Wilo Pumps Ltd, Kimhae
4 Wilo China Ltd
5 Wilo Turkey
6 Wilo EMU GmbH
7 Salmson South Africa
8 Wilo EMU Taiwan
9 Wilo Russia 0.0.0
10 Wilo Indonesia
11 Wilo Salmson Argentina S.
12 Vaish Associates-
Joint Ventures (Other than Associates):
1 M & P Subhash
Key management personnel and their relatives:
1 Mr.Ravindra Pal Bhatia Managing Director
2 Mrs.Dipti Bhatia Wife of Mr.Ravindra Pal Bhatia
e) Notes to related party transactions:
i) No provisions pertaining to above referred related parties have been
written back during the year.
ii) As a strategic measure the Company had advanced Rs. 29,487,645
(2008 Rs. 25,750,326) net of provision of Rs. 12,862,460 (previous
year Rs. 12,887,866) to Mather and Piatt Fire Systems Limited, a
co-subsidiary for completion of certain ongoing jobs. The management is
hopeful of recovering the same and accordingly no further provision has
been considered at this stage. Further, the Company also provides
administration and support services to the Company free of charge.
iii) Particulars regarding partnership firm (Joint Venture) where the
Company is partner:
Name of the firm: M & P + SUBHASH
Country of incorporation : India
Name of partners and their share:
i) Mather and Piatt Pumps Limited : - 60%
ii) Subhash Projects & Marketing Limited : - 40%
Capital contribution as on 31 December 2009 Rs. 120,000 (2008 :
3 Transfer pricing regulations
The Company has established a comprehensive system of maintenance of
information and documentation as required by the transfer pricing
legislation under section 92- 92F of the Income Tax Act, 1961.
The management is of the opinion that its international transactions
are at arms length such that the aforesaid legislation will not have
any impact on the financial statements, particularly on the amount of
tax expense and that of provision for taxation.
The Company has taken various residential /commercial premises under
cancellable operating leases. These lease agreements are normally
renewed on expiry. There are no non cancellable operating leases.
Lease rental expense in respect of operating lease Rs. 14,846,532 (2008
5 Segmental information
The Companys activities involve predominantly one business segment
i.e. Manufacture of Water Pumps, which are considered to be within a
single business segment since these are subject to similar risks and
returns. Accordingly, Manufacture of Water Pumps comprises the primary
basis of segmental information as set out in these financial
statements, which therefore reflects the information required by AS 17
- Segment Reporting, with respect to primary segments.
The Company has identified India and Rest of the World as geographical
segments for secondary segmental reporting. Geographical sales are
segregated based on the location of the customer who is invoiced or in
relation to which the sale is otherwise recognised. Assets other than
receivables used in the Companys business or liabilities contracted
6 Scheme of arrangement with Allied Centrifugal Pumps Private Limited
a) Proposed acquisition of ACP
The Company has decided to acquire all the assets and liabilities of
ACP, a WILO Group company as on the appointed date i.e. 1 October 2009.
With this acquisition, ACP will stand merged with the Company and the
legal entity of ACP will stand dissolved without winding-up. Further,
the entire business and undertaking of ACP will get transferred to and
vested in the Company, subject to all statutory and regulatory
approvals in this regard.
The Honble High Court of Mumbai vide its Order dated 18 December 2009
has directed a meeting of the equity shareholders of the Company in
pursuant to Section 391 to 394 and other applicable provisions of the
Companies Act, 1956 for the purpose of considering and approving the
above proposed Scheme of Arrangement (the Scheme) between ACP and the
Company. The meeting was convened on 23 January 2010 and the Scheme was
approved by the shareholders. Subsequently the Company has made the
necessary filings on 5 February 2010 with the Honble High Court of
Mumbai requesting for sanction of the Scheme.
b) Buy back of shares from small shareholders
The shareholding pattern of the company suggests that small
shareholders cumulatively hold less than 7% of the equity paid up
capital of the Company. As an integral part of the above proposed
Scheme subject to High Court sanction, the Company intend to provide an
exit offer by purchasing equity shares from such small shareholders at
a price of Rs. 275 per equity share of Rs. 10 each.
c) Proposed share exchange ratio i.e. Swap ratio
Pursuant to the Scheme coming into effect, the Company proposes a swap
ratio of 65 (sixty five) equity shares of Rs 10 each for every 10 (ten)
fully paid up equity shares of the face value of Rs. 10 each held in
d) Reorganisation of share capital
Consequent to the sanction of the Scheme by the Honble High Court of
Mumbai and in pursuant to Section 391 to 394 and other applicable
provisions of the Companies Act, 1956 and subject to all statutory and
regulatory approvals in this regard, the Scheme provides for reduction
and reorganisation of the paid up capital of the Company held by
remaining shareholders by reducing face value from Rs. 10 per equity
share to Rs. 5 per equity share. The above reduction of equity share
capital to Rs.5 per equity share will be consolidated for every two
such shares of Rs. 5 each that will constitute one equity share of Rs.
10 each fully paid.
7 Prior period comparatives
Previous years comparative figures have been regrouped/reclassified
wherever necessary to conform to current years presentation.