KSB Annual - Report Dec 2018 PDF
KSB Annual - Report Dec 2018 PDF
KSB Annual - Report Dec 2018 PDF
Page Nos.
Annexure
COMMUNICATION DETAILS
Tel No. : 022-66588787
Fax No. : 022-66588788
Shareholders’ Grievance Cell : [email protected]
Website : www.ksbindia.co.in
GENERAL INFORMATION
NOTICE is hereby given that the Fifty-Ninth Annual General Meeting of the members of KSB
LIMITED (Formerly known as KSB PUMPS LIMITED) will be held at Bajaj Bhavan, Ground
Floor (Kamalnayan Bajaj Hall), 226, Nariman Point, Mumbai 400 021, on Wednesday, 8th May,
2019 at 3.00 p.m. to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited standalone financial statements and the audited
consolidated financial statements of the Company for the year ended 31st December, 2018,
together with the Board’s Report and the Auditors’ Report thereon.
2. To declare dividend.
3. To appoint a Director in place of Dr. Matthias Schmitz (DIN: 07884418), who retires by
rotation, and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
Explanatory Statement under Section 102 of the Companies Act, 2013 (“the Act”), is annexed to
the Notice.
4. To consider and, if thought fit, to pass, with or without modification, the following resolution
as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013,
the remuneration payable for the year ending 31st December, 2019 to M/s Dhananjay V.
Joshi & Associates, Cost Accountants, Pune, (Firm Registration No. 000030), appointed by
the Board of Directors of the Company to conduct the audit of the Cost Records of the
Company, amounting to ` 4,85,000 (Rupees Four Lakhs Eighty Five Thousand) as also the
payment of GST as applicable and reimbursement of out of pocket expenses incurred during
the course of audit be and is hereby ratified and confirmed.”
5. To consider and, if thought fit, to pass, with or without modification, the following resolution
as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable
provisions of the Companies Act, 2013 and Rules thereunder read with Schedule IV to the
Act and the applicable provisions of the Securities and Exchange Board Of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations, 2015”)
Ms. Sharmila Barua Roychowdhury (DIN: 08242998), who was appointed as an Additional
Director/ Independent Director of the Company effective from 30th September, 2018 and
who holds office until this Annual General Meeting, and in respect of whom a notice has been
received from a member in writing, under Section 160 of the Act, proposing candidature of
Ms. Sharmila Barua Roychowdhury for the office of Independent Director, be and is hereby
appointed as an Independent Director of the Company to hold office for a period of five
consecutive years effective from 30th September, 2018 and whose office shall not be liable to
retire by rotation.”
6. To consider and, if thought fit, to pass, with or without modification, the following
resolution as a SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration
Committee and approval of the Board of Directors in the respective meetings held on 27th
February, 2019 and pursuant to the provisions of Sections 149, 152 read with Schedule IV
and other applicable provisions of the Companies Act, 2013 and Rules thereunder and the
NOTICE (Contd.)
applicable provisions of the Listing Regulations, 2015, the approval of the Members of the
Company be and is hereby accorded for re-appointment of Mr. D. N. Damania (DIN:
00403834) whose current period of office is expiring on 30 th September, 2019 and who has
submitted a declaration confirming the criteria of Independence under Section 149(6) of the
Act read with the Listing Regulations, 2015 and who is eligible for re-appointment for a
second term under the provisions of the Act, Rules thereunder and Listing Regulations, 2015
and in respect of whom the Company has received a notice in writing from a Member
proposing his candidature for the office of Director pursuant to Section 160 of the
Companies Act, 2013, as an Independent Director of the Company, to hold office for a term
of five consecutive years on the Board of the Company effective from 1st October, 2019 and
whose term shall not be subject to retirement by rotation;
RESOLVED FURTHER THAT pursuant to SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, approval of the Members of the Company
be and is hereby accorded effective from 1st April, 2019 to Mr. D. N. Damania for
continuation of the Directorship in the Company who has attained the age of seventy five
years, up to the expiry of his present term as an Independent Director i.e. up to 30th
September, 2019, on the existing terms and conditions and for the above said second term of
five consecutive years effective from 1st October, 2019 as an Independent Director of the
Company.”
7. To consider and, if thought fit, to pass, with or without modification, the following
resolution as a SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration
Committee and approval of the Board of Directors in the respective meetings held on 27th
February, 2019 and pursuant to the provisions of Sections 149, 152 read with Schedule IV
and other applicable provisions of the Companies Act, 2013 and Rules thereunder and the
applicable provisions of the Listing Regulations, 2015, the approval of the Members of the
Company be and is hereby accorded for re-appointment of Mr. Pradip Shah (DIN:
00066242) whose current period of office is expiring on 30th September, 2019 and who has
submitted a declaration confirming the criteria of Independence under Section 149(6) of the
Act read with the Listing Regulations, 2015 and who is eligible for re-appointment for a
second term under the provisions of the Act, Rules thereunder and Listing Regulations, 2015
and in respect of whom the Company has received a notice in writing from a Member
proposing his candidature for the office of Director pursuant to Section 160 of the
Companies Act, 2013, as an Independent Director of the Company, to hold office for a term
of five consecutive years on the Board of the Company effective from 1st October, 2019 and
whose term shall not be subject to retirement by rotation.”
8. To consider and, if thought fit, to pass, with or without modification, the following
resolution as a SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration
Committee and approval of the Board of Directors in the respective meetings held on 27th
February, 2019 and pursuant to the provisions of Sections 149, 152 read with Schedule IV
and other applicable provisions of the Companies Act, 2013 and Rules thereunder and the
applicable provisions of the Listing Regulations, 2015, the approval of the Members of the
Company be and is hereby accorded for re-appointment of Mr. V. K. Viswanathan (DIN:
01782934) whose current period of office is expiring on 15th January, 2020 and who has
submitted a declaration confirming the criteria of Independence under Section 149(6) of the
NOTICE (Contd.)
Act read with the Listing Regulations, 2015 and who is eligible for re-appointment for a
second term under the provisions of the Act, Rules thereunder and Listing Regulations, 2015
and in respect of whom the Company has received a notice in writing from a Member
proposing his candidature for the office of Director pursuant to Section 160 of the
Companies Act, 2013, as an Independent Director of the Company, to hold office for a term
of five consecutive years on the Board of the Company effective from 16th January, 2020
and whose term shall not be subject to retirement by rotation.”
9. To consider and, if thought fit, to pass, with or without modification, the following
resolution as a SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018, approval of the Members of the Company be and is hereby
accorded effective from 1st April, 2019 to Mr. A. R. Broacha (DIN: 00056291) for
continuation of the Directorship in the Company who has attained the age of seventy five
years, up to the expiry of his present term as an Independent Director i.e. up to 30th
September, 2019, on the existing terms and conditions.”
10. To consider and, if thought fit, to pass, with or without modification, the following
resolution as a SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable
provisions of the Companies Act, 2013 and Rules thereunder, the draft Articles of
Association of the Company submitted to this meeting, be and is hereby approved and
adopted in substitution and to the total exclusion of the existing Articles of Association of
the Company;
RESOLVED FURTHER THAT for the purpose of giving full effect to this resolution, the
Board be and is hereby authorised on behalf of the Company to do all such acts, deeds,
matters and things as it may, in its absolute discretion, deem necessary, expedient, proper or
desirable and to settle all questions, difficulties or doubts that may arise in this regard at any
stage without requiring the Board to secure any further consent or approval of the Members
of the Company to the end and intent that they shall be deemed to have given their approval
thereto expressly by the authority of this resolution;
RESOLVED FURTHER THAT Mr. Rajeev Jain, Managing Director, Mr. Milind
Khadilkar, Chief Financial Officer and Mr. Narasimhan R, DGM-Finance and Company
Secretary of the Company be and are hereby severally authorised to do all such acts, deeds
and things as may be required to give effect to the above resolution.”
By Order of the Board
G. SWARUP
Chairman
Registered Office:
126, Maker Chambers ,III
Nariman Point,
Mumbai 400 021
Mumbai, 27th February, 2019
NOTICE (Contd.)
NOTES:
a. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED
NOT BE A MEMBER. THE INSTRUMENT APPOINTING THE PROXY SHOULD,
HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY
NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
A person can act as proxy on behalf of members not exceeding 50 (fifty) in number and
holding in the aggregate not more than 10% of the total issued and paid up share capital of
the Company. Proxies submitted on behalf of the companies, societies, etc., must be
supported by an appropriate resolution / authority, as applicable. A member holding more
than 10% of the total issued and paid up share capital of the Company may appoint a single
person as proxy and such person shall not act as a proxy for any other person or member.
b. Members/ proxies/ authorised representatives are requested to bring duly filled attendance
slip sent herewith to attend the Meeting.
c. Corporate members intending to send their authorized representatives to attend the Meeting
are requested to send to the Company a certified copy of the Board Resolution authorizing
their representative to attend and vote on their behalf at the Meeting.
d. The Register of Members and the Share Transfer Books of the Company will remain closed
from Sunday, 28th April, 2019 to Wednesday, 8th May, 2019 (both days inclusive).
e. Dividend as recommended by the Board of Directors, if declared at the Annual General
Meeting, will be paid on or after Monday, 13th May, 2019 to those members whose names
appear in the Register of Members at the close of the business hours on 27th April, 2019, in
respect of shares held by them in physical form and whose names appear in the statement of
beneficial ownership furnished by National Securities Depository Limited and Central
Depository Services (India) Limited at the close of the business hours on 27th April, 2019 in
respect of shares held by them in dematerialised form.
f. Unclaimed Final Dividend for the financial year ended 31st December, 2010 and interim
dividend for the financial year ended 31st December, 2011 have been transferred to the
Investor Education and Protection Fund (“IEPF”) after completion of seven years in
accordance with Section 125 of the Companies Act, 2013. Other unpaid dividends that are
due for transfer are detailed below:
Dividend For the Financial Year Date of Payment Due for Transfer on
ended
Final 31st Dec. ’11 7th May ’12 6th May ’19
Interim 31st Dec. ’12 22nd Nov. ’12 21st Nov. ’19
Second Interim 31st Dec. ’12 18th Mar. ’13 17th Mar. ’20
Interim 31st Dec. ’13 20th Nov. ’13 19th Nov. ’20
Final 31st Dec. ’13 5th May ’14 4th May ’21
Final 31st Dec. ’14 15th May ’15 14th May ’22
Final 31st Dec. ’15 17th May ’16 16th May ’23
Final 31st Dec. ’16 17th May ’17 16th May ’24
Final 31st Dec.’17 16th May ’18 15th May ’25
NOTICE (Contd.)
Members who have not encashed their dividend warrants pertaining to the earlier years may
approach the Company’s Registrar & Transfer Agent (“RTA”), Link Intime India Pvt. Ltd.,
at C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083, for the same.
Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, all shares on which dividend has not been paid or claimed for seven consecutive years
or more shall be transferred to an IEPF Account established by the Central Government,
within thirty days of such shares becoming due for transfer to the Fund. The Members whose
shares/ unclaimed dividend have been transferred to the Fund may claim the shares or apply
for refund by making an application to IEPF Authority in form IEPF 5 (available on
www.iepf.gov.in) along with requisite fee as decided by the Authority from time to time.
The details of the unclaimed dividends are available on the Company’s website at www.
ksbindia.co.in and on the website of Ministry of corporate affairs at www.mca.gov.in.
g. Members who hold equity shares in physical form and desirous of availing Electronic
Clearance Scheme (ECS) facility for direct credit of dividend to their bank account, may
submit their request to the Company’s RTA. Any query related to dividend should be
directed to RTA.
h. The information regarding the Directors who are proposed to be appointed/re-appointed, as
required to be provided under Listing Regulations, 2015 and Secretarial Standard on
General Meetings, is annexed hereto.
i. Pursuant to the provisions of Sections 101 and 136 of the Act read with ‘The Companies
(Accounts) Rules, 2014’ electronic copy of the Annual Report for the financial year 2018 is
being sent to those members whose email addresses are registered with their respective
Depository Participants (“DPs”), Company or Company’s RTA unless any member has
requested for a hard copy of the same. Members who have not registered their email
addresses so far, are requested to promptly intimate the same to their respective DPs or
Company’s RTA. Physical copies of the Annual Report for the year 2018 will be sent in the
permitted mode in cases where the email addresses are not available with the Company.
j. Electronic copy of the Notice convening the Fifty Ninth Annual General Meeting of the
Company inter alia indicating the process and manner of e-voting along with Attendance
Slip and Proxy Form is being sent to all the members who hold shares in dematerialised mode
and whose email addresses are registered with their respective DPs. For those members who
have not registered their email address, physical copies of the said Notice inter alia indicating
the process and manner of e-voting along with Attendance Slip and Proxy form is being sent
in the permitted mode.
k. Members having more than one folio in identical names are requested to consolidate the
same.
l. The Company has made necessary arrangements for the members to hold their shares in
dematerialised form. Members holding shares in physical form are requested to
dematerialise their shares by approaching any of the DPs.
NOTICE (Contd.)
m. All documents referred to in the accompanying Notice and Statement setting out material
facts are open for inspection at the Registered Office of the Company during normal business
hours on all the working days.
n. The Annual Report duly circulated to the members of the Company is available on the
Company’s website at: www.ksbindia.co.in
o. Voting options:
(1) Remote E-voting
In compliance with the provisions of Section 108 of Act and Rule 20 of the Companies
(Management and Administration) Rules, 2014 and the provisions of the Regulation
44 of the Listing Regulations, 2015, the members are provided with the facility to cast
their vote electronically, through the remote e-voting services provided by Link Intime
India Pvt. Ltd., on all resolutions set forth in this Notice.
The instructions for members opting to vote electronically are as under:
i. Visit the e-Voting website of Link Intime India Private Limited (“LIIPL”) at the
link: https://instavote.linkintime.co.in
ii. Click on‘Log-in’ under ‘‘Shareholders”section.
iii. Now enter your User ID, password and image verification code (CAPTCHA) as
shown on the screen
iv. User ID details are given below:
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form: Event Number + Folio Number
registered with the Company
v. Password details are given below:
If you are using e-Voting system of LIIPL: https://instavote.linkintime.co.in for the
first time or if you are holding shares in physical form, you need to follow the steps
given below:
Click on “Sign Up” tab available under ‘‘Shareholders’’ section, register your
details and set the password of your choice and confirm (the password should
contain minimum 8 characters, at least one special character, at least one numeral,
at least one alphabet and at least one capital letter).
For Shareholders holding shares in Demat Form or Physical Form:
PAN* Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(applicable for both demat shareholders as well as physical shareholders).
*Members who have not updated their PAN with the Company/ Depository are
requested to use the sequence number which is enclosed/ printed on Attendance Slip
indicated in the PAN Field.
NOTICE (Contd.)
DOB# Enter the DOB (Date of Birth)/DOI (Date of Incorporation)as recorded in your
DOI demat account or in the Company records for the said demat account or folio.
Dividend Enter the Dividend Bank Account Details as recorded in your demat account or in
Bank the Company records for the said demat account or folio.
details# #Please enter the DOB/ DOI or Dividend Bank Details in order to login. If the details
are not recorded with the Depository or Company, please enter the member id / folio
number in the Dividend Bank Details field as mentioned in instruction No. iv-c.
xv. After selecting the appropriate option i.e. Favour/Against as desired and you
have decided to vote, click on “SUBMIT”. A confirmation box will be displayed.
If you wish to confirm your vote, click on “YES”, else to change your vote, click
on “NO” and accordingly modify your vote.
xvi. Once you confirm your vote on the resolution, you will not be allowed to modify
or change your vote subsequently. You can also take the printout of the votes
cast by you by clicking on “Print” option on the Voting page
xvii. Note for Non-Individual Shareholders and Custodians:
a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.)
and Custodian are required to log on to e-Voting system of LIIPL at
https://instavote.linkintime.co.in and register themselves as ‘Custodian /
Mutual Fund / Corporate Body’.
b. A scanned certified true copy of the Board resolution /authority
letter/power of attorney etc. is required to be uploaded together with
attested specimen signature of the duly authorised representative(s) in PDF
format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the
Scrutinizer to verify the same.
xviii. Shareholders holding multiple folios/demat account shall choose the voting
process separately for each of the folios/demat account.
xix. Any person, who acquires shares of the Company and becomes a member of the
Company after dispatch of the Notice and holding shares as of the cut-off date
i.e., 2nd May, 2019 may follow the same instructions as mentioned above for
e-voting.
xx. In case the shareholders have any queries or issues regarding e-voting, please
refer the Frequently Asked Questions (“FAQs”) and Instavote e-Voting manual
available at https://instavote.linkintime.co.in, under Help section or write an
email to [email protected] or Call : Tel : 022 - 49186000.
(2) In case of voting by using Ballot Forms
i. The Company, in order to enable its members, who do not have access to remote
e-voting facility, to send their assent or dissent in writing in respect of the
resolutions as set out in this Notice, is enclosing a Ballot Form in the Annual
Report.
ii. A Member desiring to exercise voting by using Ballot Form shall complete the
Ballot Form with assent (FOR) or dissent (AGAINST) and send it to the
Scrutinizer, Ms. Hetal Shah, Partner, M/s Nilesh Shah & Associates, Company
Secretaries duly appointed by the Board of Directors of the Company, in the
enclosed postage prepaid self-addressed envelope. Ballot Forms deposited in
person or sent by post or courier at the expense of the Member will also be
accepted at the Registered Office of the Company.
iii. Please convey your assent in Column “FOR” and dissent in the column
“AGAINST” by placing a tick () mark in the appropriate column in the Ballot
NOTICE (Contd.)
Form only. The assent / dissent received in any other form / manner will not be
considered.
iv. Duly completed and signed Ballot Forms shall reach the Scrutinizer before the
close of working hours on 7th May, 2019 (5.00 p.m.). The Ballot Forms received
after the said date shall be strictly treated as if the reply from the Member has not
been received.
v. Unsigned / incomplete Ballot Forms will be rejected. Scrutinizer’s decision on
validity of the Ballot Form shall be final.
vi. A Member may request duplicate Ballot Form, if so required, by writing to the
Company’s Registrar & Transfer Agent by mentioning their Folio No. / DP ID and
Client ID. However, the duly filled in duplicate Ballot Form should reach the
scrutinizer not later than the close of working hours on 7th May, 2019(5.00 p.m.).
vii. A Member can opt for only single mode of voting i.e. either through e-voting or by
Ballot Form. If a Member casts votes by both modes then voting done through e-
voting shall prevail and Ballot shall be treated as invalid.
(3) Voting at Annual General Meeting
The members who have not cast their vote either electronically or through Ballot Form,
can exercise their voting rights at the Annual General Meeting. The Company will
make necessary arrangements in this regard at the Annual General Meeting Venue.
If a member casts vote in Annual General Meeting is found to have exercised their
voting options either electronically or ballot form or both, voting at Annual General
Meeting will be treated as invalid and vote as per point 2(vii) will be treated as valid.
Other Instructions
i. The remote e-voting period commences on Sunday, 5th May, 2019 at 9.00 a.m. and ends on
Tuesday, 7th May, 2019 at 5.00 p.m. During this period shareholders of the Company,
holding shares either in physical form or in dematerialized form, as on Thursday, 2nd May,
2019 (the cut-off date) may cast their vote electronically. The e-voting module shall be
disabled for voting thereafter.
ii. The voting rights of members shall be in proportion to their shares of the paid-up equity
share capital of the Company as on 2nd May, 2019.
iii. A person whose name is recorded in the Register of Members or in the Register of Beneficial
Owners maintained by the depositories as on the cut-off date only shall be entitled to avail
the facility of remote e-voting, by ballot paper as well as voting at the venue.
iv. Ms. Hetal Shah, Partner, M/s Nilesh Shah & Associates, Company Secretaries has been
appointed as the Scrutinizer to scrutinize the voting process (electronically or otherwise) in a
fair and transparent manner.
v. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s
website at www.ksbindia.co.in within two days of the 59th Annual General Meeting of the
Company to be held on 8th May, 2019.
NOTICE (Contd.)
vi. Members are requested to send their question(s), if any, relating to the financial statements,
shareholding, etc., to the Company Secretary/Chief Financial Officer at the Registered
Office of the Company, on or before 25thApril, 2019 so that the answers/details can be kept
ready at the Annual General Meeting.
vii. The contact details for Registrar and Transfer Agent: Link Intime India Pvt. Ltd.,
Tel. No. : 022 4918 6270, E-mail : [email protected]
164(2) of the Companies Act, 2013, confirming her eligibility for such appointment and a
declaration to the effect that she meets the criteria of independence as provided in Section 149(6)
of the Act and Listing Regulations, 2015.
In the opinion of the Board, Ms. Sharmila Barua Roychowdhury fulfills the conditions specified in
the Act, the Rules made there under and Listing Regulations, 2015 for her appointment as an
Independent Director of the Company and is independent of the Management. A copy of the draft
letter for her appointment as an Independent Director setting out the terms and conditions would
be available for inspection without any fee by the members at the registered office of the Company
during normal business hours on all the working days. The Board considers that her association
would be of immense benefit to the Company and it is desirable to avail her services as
Independent Director.
The Directors recommend the resolution for approval.
None of the Directors or Key Managerial Personnel of the Company or their relatives except
Ms. Sharmila Barua Roychowdhury to whom the resolution relates and her relatives, are in any
way, concerned or interested, financially or otherwise, in the said resolution.
BUSINESS NO. 6 TO 9:
The Members of the Company had through postal ballot, inter alia, appointed Mr. D. N. Damania
and Mr. Pradip Shah as Independent Directors of the Company for a period of five consecutive
years effective from 1st October, 2014. The Members of the Company in the 55th Annual General
Meeting had appointed Mr. V. K. Viswanathan as Independent Director of the Company for a
period of five consecutive years effective from 16th January, 2015.
The Board upon recommendation of the Nomination and Remuneration Committee, based on
the skills, rich experience, knowledge, continued valuable guidance of above said Directors to the
management and based on the outcome of performance evaluation, has in the meetings held on
27th February, 2019 recommended re-appointment of the said Directors as Independent
Directors of the Company for second consecutive term of 5 years subject to approval of members,
pursuant to Section 149 of the Companies Act, 2013.
The Company has received notice in writing pursuant to Section 160 of the Act, from a member
proposing the candidature of Mr. D. N. Damania, Mr. Pradip Shah and Mr. V. K. Viswanathan
for the office of Independent Director, to be re-appointed as such under the provisions of Section
149 of the Act.
The Company has received from Mr. D. N. Damania, Mr. Pradip Shah and Mr. V. K.
Viswanathan, (i) consent in writing to act as Director in Form DIR- 2 pursuant to Rule 8 of
Companies (Appointment & Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-
8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect
that they are not disqualified under Section 164(2) of the Companies Act, 2013, confirming their
eligibility for such appointment and a declaration to the effect that they meet the criteria of
independence as provided in Section 149(6) of the Act and Listing Regulations, 2015.
In the opinion of the Board, Mr. D. N. Damania, Mr. Pradip Shah and Mr. V. K. Viswanathan
fulfill the conditions specified in the Act, the Rules made there under and Listing Regulations,
NOTICE (Contd.)
2015 for their re-appointment as Independent Directors of the Company and are independent of
the Management. Copies of the draft letters for their appointment as Independent Directors setting
out the terms and conditions would be available for inspection without any fee by the members at
the registered office of the Company during normal business hours on all the working days
In the opinion of the Board of Directors, Mr. D. N. Damania, Mr. Pradip Shah and Mr. V. K.
Viswanathan being eligible, approval of members through Special resolution is sought for their re-
appointment as Independent Directors, pursuant to Section 149 and other applicable provisions of
the Act and Rules there under and that the said Directors shall not be liable to retire by rotation.
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, which are effective from 1st April, 2019, a person who has attained the age of
seventy five years can continue as a Non-Executive Director in a listed Company, provided
approval of its members by way of a special resolution is obtained. Mr. D. N. Damania and Mr. A.
R. Broacha are above the age of seventy five years. Special resolution as set out in business no. 6
seeks approval of shareholders for continuation of Directorship of Mr. D. N. Damania as
Independent Director of the Company effective from 1st April, 2019 up to end of the existing term
i.e. 30th September, 2019 and for second consecutive term effective from 1st October, 2019.
Special resolution as set out in business no. 9 seeks approval of shareholders for continuation of
Directorship of Mr. A. R. Broacha as Independent Director of the Company effective from 1st
April, 2019 up to end of the existing term i.e. 30th September, 2019.
In the opinion of the Board of Directors, Mr. D. N. Damania, Mr. Pradip Shah, Mr. V. K.
Viswanathan and Mr. A. R. Broacha are persons of high repute, integrity and have rich and varied
experience. The Board considers that their continued association would benefit to the Company
andit is desirable to continue to avail their services.
The profiles of the above said Directors are provided in the annexure to this Notice.
The Directors recommend the resolutions as set out in businesses 6 to 9 for approval.
None of the Directors and Key Managerial Personnel including their respective relatives other than
those mentioned in the respective resolutions and their relatives are in any way concerned or
interested, financially or otherwise, in the said resolution.
BUSINESS 10:
The existing Articles of Association (“AOA”) of the Company are based on the provisions of the
Companies Act, 1956. The Sections under the Companies Act, 2013 were notified on various dates
and have since then also been amended from time to time.
Such amendments enable various operational and functioning conveniences for the Board,
management and business in general. In view of the aforesaid, it is recommended to adopt revised
set of AoA in line with provisions of the Companies Act, 2013.
Considering that the changes to be made in the existing AoA are large in number, it is proposed to
adopt a comprehensive new set of AoA in substitution of and to the entire exclusion of the existing
AoA. The Board of Directors in its meeting held on 27th February, 2019 has decided subject to the
approval of members to adopt revised set of AoA.
NOTICE (Contd.)
As per Section 14 of the Act and Rules thereunder, any alterations proposed to be made in the AoA
of the Company require the approval of the members by way of special resolution.
A copy of the proposed amended AoA of the Company is available for inspection by the Members
of the Company at the Registered office during normal business hours on all the working days.
The proposed draft AoA is also available on the Company’s website at: www.ksbindia.co.in
Key changes proposed in the new set of Articles of Association:
* Only Audit Committee and Stakeholders' Relationship Committee membership in Indian Companies
have been considered.
NOTICE (Contd.)
* Only Audit Committee and Stakeholders' Relationship Committee membership in Indian Companies
have been considered.
ROUTE MAP FOR THE VENUE OF ANNUAL GENERAL MEETING
KSB LIMITED
59th Annual General Meeting, 3.00 P.M.
To
The Shareholders,
The Board of Directors have pleasure to submit the report and audited financial statements of the
Company for the year ended 31st December, 2018.
FINANCIAL RESULTS AND DIVIDEND
Financial Results (Separate):
INR Million
Year ended Year ended
December 31, 2018 December 31, 2017
Revenue from operations and Other Income 11,197.76 10,008.14
Profit before tax 1,116.73 1,046.69
Income tax expense
Current 367.40 404.74
Deferred tax (Credit) 9.07 (35.10)
Total tax expense 376.47 369.64
Profit for the year 740.26 677.05
Other comprehensive income 9.94 22.68
Total comprehensive income 750.20 699.73
Appropriations:
Opening balance of retained earnings 5,188.68 4,719.36
Profit for the year 740.26 677.05
Dividend paid (including tax thereon) (242.94) (230.41)
Other comprehensive income recognised directly in retained earnings 9.94 22.68
Total retained earnings 5,695.94 5,188.68
EPS 21.27 19.45
The Company does not propose to transfer any amount to its Reserves for the year under review.
Dividend:
The Board of Directors propose a dividend of ` 6.00 per share of ` 10 each (60 %).
Dividend Distribution Policy of the Company as required under Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations,
2015”) is available on the Company’s website at: www.ksbindia.co.in
GENERAL REVIEW
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 taken during the
year. The overall economic slowdown and delay in project execution continued in 2018. Hence,
situation of heavy pressure on margins continued in the year.
Export increased by ` 190 Million from ` 1,361 Million last year to ` 1,551 Million.
BOARD’S REPORT (Contd.)
The Company has received orders of around ` 4,130 Million from Nuclear Power Corporation of
India Limited (“NPCIL”) for supply of Primary Coolant Pumps and Electric Motor alongwith
auxiliaries and accessories for their Gorakhpur Haryana Anu Vidyut Pariyojana – 1 and 2 project.
The sales/ supply of products/ services for these orders will be in a phased manner during the years
2022 and 2023.
The Company continues with its efforts to maintain growth even during the economic downturn
and new challenges.
Unclaimed Bonus Shares:
Total 20,074 bonus shares held by 143 shareholders were unclaimed in the end of the year 2017.
During the year 3 shareholders had approached/claimed for bonus shares. The total number of
shares outstanding at the end of the year 2018 is 19,394 held by 140 shareholders.
Change of name of the Company:
The name of the Company stands changed from ‘KSB PUMPS LIMITED’ to ‘KSB LIMITED’
pursuant to fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai
effective from 9th July, 2018.
Shifting of registered office:
The shareholders in its 58th Annual General Meeting held on 25th April, 2018 had approved
shifting of registered office of the Company from Mumbai to Pune through a special resolution.
Subsequently, the Board decided to defer the shifting of registered office and to reconsider the
same.
Alteration of Articles of Association:
The Company has proposed to adopt revised set of Articles of Association under the Companies
Act, 2013 ("Act") to avail operational conveniences made available under the Act. A resolution
seeking approval for the same forms part of the Notice convening the 59th Annual General
Meeting and the same is recommended for your consideration and approval.
Credit Rating:
ICRA Limited has upgraded the Long Term rating (Fund based) from [ICRA] AA (stable) to
[ICRA] AA+ (stable) for KSB Limited. The Short Term rating (Fund based and non-fund based)
have been reaffirmed at [ICRA] A1+. This reaffirms the high reputation and the trust Company
has earned for its sound financial management and its ability to meet financial obligations.
Fixed Deposits:
The Company has not accepted any deposits.
Transfer to Investor Education and Protection Fund (“IEPF”):
During the year, in accordance with section 125 of the Companies Act, 2013 (“the Act”) an
amount of ` 246,852 being unclaimed dividends up to the year 31st December, 2011, were
transferred to the Investor Education and Protection Fund established by the Central
Government.
BOARD’S REPORT (Contd.)
Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules 2016 (“IEPF Rules”), as amended, the shares on which
dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the
Investor’s Education and Protection Fund (IEPF). Accordingly, during the year Company has
transferred 20,714 equity shares to the IEPF. The details of equity shares transferred are available
on the Company’s website at: www.ksbindia.co.in
Subsidiary and Associate:
The Company has 1 subsidiary, viz. Pofran Sales and Agency Limited and 1 associate, viz. KSB
MIL Controls Limited as on 31st December, 2018.
In accordance with Section 129 (3) of the Act and Regulation 34 of Listing Regulations, 2015, the
audited consolidated financial statements of the Company form part of the Annual Report. A
statement containing salient features of the financial statements of the Company’s subsidiary and
associate is annexed to this Report in prescribed form AOC-1 as Annexure I.
The audited financial statements of Pofran Sales and Agency Limited for the year
ended 31st March, 2018 have been placed on the website of the Company viz. www.ksbindia.co.in
and are available for inspection at the registered office of the Company. The Company will also
make available these documents upon request by any member of the Company interested in
obtaining the same.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Annexed to this report as Annexure II.
REPORT ON CORPORATE GOVERNANCE
Annexed to this Report alongwith certificate thereon as Annexure III.
BUSINESS RESPONSIBILITY REPORT
Annexed to this report as Annexure IV.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT-9 is available at the website of the Company at:
www.ksbindia.co.in
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Contracts or arrangements with related parties referred to under Section 188 of the Act, entered
into during the financial year, were on an arm’s length basis. No material contracts or arrangements
with related parties were entered into during the year under review. Accordingly, no transactions
are being reported in form AOC- 2 in terms of section 134 of the Act.
DISCLOSURE UNDER REGULATION 34(3) OF SEBI LISTING REGULATIONS, 2015
There are no loans and advances in the nature of loans to subsidiary/ associate/ firms/ Companies
in which Directors are interested.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not granted any loans, guarantees and investments covered under section 186 of
the Act during the year.
BOARD’S REPORT (Contd.)
Pursuant to Listing Regulations, 2015, a person who has attained the age of seventy five years can
continue as Independent Director if approval of its Members is obtained by way of a special
resolution. Mr. D. N. Damania and Mr. A. R. Broacha are above seventy five years of age. Special
resolutions seeking approval for continuation of their Directorships from 1st April, 2019 on the
existing terms of appointment form part of the Notice convening the 59th Annual General
Meeting.
Ms. Divya Shriram, on recommendation of the Nomination and Remuneration Committee was
appointed by the Board as Additional Director effective from 21st May, 2018 to hold office upto
the date of ensuing Annual General Meeting. Ms. Divya Shriram resigned from the Board effective
from close of business hours on 19th August, 2018.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Independent Directors have given a declaration to the Company that they meet the criteria of
independence as per Section 149(6) of the Act and Regulation 25 of the Listing Regulations, 2015.
BOARD MEETINGS
During the year ended 31st December, 2018, five meetings of the Board were held.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
The policy on Director’s appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of Director, and other matters forms part of
report on Corporate Governance. The detailed policy is available on the Company’s website at:
www.ksbindia.co.in
EVALUATION OF BOARD OF DIRECTORS
The details of the annual evaluation of Board, its Committees and individual Directors are
mentioned in the report on Corporate Governance.
BOARD COMMITTEES
The Company has five Committees of Board, viz,
1. Audit Committee
2. Stakeholders’ Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
Pursuant to the requirement of Listing Regulations, 2015 the Board constituted Risk Management
Committee of the Company effective from 31st October, 2018.
The Board dissolved the Share Transfer Committee of the Company effective from 24th July, 2018
and the roles and responsibilities of Share Transfer Committee have been transfered to the
Stakeholders’ Relationship Committee effective from 24th July, 2018.
Details of all the Committees along with their composition, terms of reference and meetings held
during the year are provided in report on Corporate Governance.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors report that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
BOARD’S REPORT (Contd.)
(b) they 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 that period;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) proper internal financial controls are in place and that such internal financial controls are
adequate and are operating effectively; and
(f) systems to ensure compliance with the provisions of all applicable laws were in place and that
such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing
the disclosures pertaining to remuneration and other details as required under the Act and the
above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
to this Report as Annexure V.
The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
available for inspection by members at the registered office of the Company between 2.00 p.m.
and 4.00 p.m. on any working day (Monday to Friday), upto the date of the 59th Annual General
Meeting. Any member interested in obtaining such information may write to the Company
Secretary and the same will be furnished on such request.
STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Act and Rules thereunder, M/s Price Waterhouse
Chartered Accountants LLP (Registration No. 012754N/ N500016) were appointed as Statutory
Auditors of the Company for a term of five years, to hold office from the conclusion of 57th
Annual General Meeting, until the conclusion of 62nd Annual General Meeting, subject to
ratification of their appointment at every subsequent Annual General Meeting.
However the Ministry of Corporate Affairs has vide notification dated 7th May, 2018 withdrawn
the requirement of seeking Member’s ratification at every Annual General Meeting on
appointment of Statutory Auditor during their tenure of five years. Hence the resolution seeking
ratification for their appointment is not being placed at this Annual General Meeting.
A certificate from Statutory Auditors has been received to the effect that their appointment as
Statutory Auditors of the Company, continues to be according to the terms and conditions
prescribed under Section 139 of the Act and Rules framed there under.
The Auditors’ Report for the financial year 2018 does not contain any qualification, reservation,
adverse remark or disclaimer.
BOARD’S REPORT (Contd.)
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the
Company during the financial year 2018.
COST AUDITORS
Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Act, 2013, is required by the Company and accordingly such accounts and
records are prepared and maintained. Pursuant to Section 148, the Board on the recommendation
of the Audit Committee has re-appointed M/s 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 2019 at a remuneration as mentioned in the Notice convening the 59th Annual
General Meeting and the same is recommended for your consideration and ratification. The Cost
Audit Report for financial year 2017 which was due to be filed with the Ministry of Corporate
Affairs before 29th June, 2018, was filed on 17th May, 2018 and it did not contain any
qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Act and Rules thereunder, the Secretarial Audit
Report for financial year 2018 issued by Secretarial Auditors, M/s Nilesh Shah and Associates,
Company Secretaries, Mumbai is annexed to this report as Annexure VI and it does not contain
any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL STANDARDS
During the year 2018, the Company has complied with applicable Secretarial Standards issued by
the Institute of the Company Secretaries of India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in the annexure to this report as Annexure VII.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The composition of the CSR Committee, CSR Policy and other required details are given in the
Annual Report on CSR Activities annexed to this Report as Annexure VIII.
ACKNOWLEDGEMENTS
The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB
SE & Co. KGaA (formerly KSB Aktiengesellschaft), 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 all employees including the workers,
staff and management and all others concerned with the Company’s business.
On behalf of the Board of Directors
G. SWARUP
Chairman
Mumbai, 27th February, 2019
ANNEXURE TO BOARD’S REPORT
ANNEXURE I TO BOARD’S REPORT
FORM NO. AOC–1
Statement containing salient features of the financial statement of subsidiaries/associate
companies as per Section 129 (3) and Rules thereunder
Part “A”: Subsidiaries
INR Million
Name of the subsidiary Pofran Sales and Agency Limited
The date since when subsidiary was acquired 7th January, 2005
Reporting period for the subsidiary concerned, if 1st April, 2018 to 31st March, 2019*
different from the holding company’s reporting period
Reporting currency and Exchange rate INR
Share capital 0.50
Reserves & Surplus 5.55
Total Assets 6.10
Total Liabilities 0.06
Investments -
Turnover -**
Profit / (Loss) before taxation 1.85
Provision for taxation 0.12
Profit / (Loss) after taxation 1.73
Proposed Dividend -
% of shareholding 100
*The consolidation is based on the unaudited financial information for the period ended as on 31st
December, 2018 of the subsidiary.
** Subsidiary’s business operations are temporarily stopped subsequent to termination of agency agreement
with its sole customer.
Part “B”: Associate
INR Million
Name of the associate KSB MIL Controls Limited
The date on which associate was associated / acquired 24th October, 1997
Latest audited Balance Sheet date 31st December, 2018
Number of shares of associate held by the company 735,000
on the year end
Amount of investment in associate 62.65
Extent of holding % 49%
Description of how there is significant influence Ownership of 20% or more of the voting power
Reason why the associate is not consolidated Ownership of not more than 50% of the
voting Power and no control over the Board
Networth attributable to shareholding as per latest 597.72
audited Balance Sheet
Profit / Loss for the year 88.10
i. Considered in consolidation 43.17
ii. Not Considered in consolidation 44.93
For and on behalf of the Board of Directors
Milind Khadilkar G. Swarup
Chief Financial Officer Chairman
R. Narasimhan D. N. Damania
Company Secretary Director
Rajeev Jain
Mumbai, February 27, 2019 Managing Director
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
ANNEXURE II TO BOARD’S REPORT
INT RODUCTION
The Company is engaged in the business of manufacture of power driven pumps and industrial
valves. Castings are mainly produced for captive consumption.
INDUSTRY STRUCTURE AND DEVELOPMENT
General
As per world bank report, Global economic growth for 2018 is estimated to be 3% as economic
slack dissipates, monetary policy accommodation in advanced economies is removed, and global
trade gradually slows.
In India, growth has accelerated, driven by an upswing in consumption, and investment growth
has firmed as the effects of temporary factors wane.
Pumps and valves industries
Growth is witnessed in certain segments of Pumps and Valves industries in 2018 compared to
2017. Healthier order inflows provide prospects for growth in upcoming year.
OPPORTUNITIES AND THREATS
The industry offers varied opportunities for the company to maintain growth. The Company
continues to take efforts to identify opportunities in various types of products, government
initiatives, and competitive advantage and deploys efforts and resources that may be required.
The company constantly monitors the threats from competition, industry, product life cycle, raw
material costs and takes steps to maintain/ enhance existing competence.
SEGMENTWISE PERFORMANCE (Consolidated)
During the year under review, pumps and related spares worth ` 8,106 Million (Previous year
` 7,118 Million) and valves and related spares worth ` 1,557 Million (Previous year ` 1,473
Million) were sold.
Out of the above, export of pumps, valves and their spares in terms of value were ` 1,521 Million
(Previous year ` 1,150 Million).
OUTLOOK
The Company expects the market for pumps, valves and services to grow reasonably in line with
general industrial outlook. The export sector is also expected to grow moderately.
RISKS AND CONCERNS THE MANAGEMENT PERCEIVE
The competition is expected to be more aggressive leading to price pressures. Uncertainty in global
economic growth is expected to impact the growth rate in India and consequently the Company’s
operations.
The growth in the industrial sector depends on government policies, better infrastructure, removal
of labour market rigidities and growth in agricultural sector would depend on favourable
monsoons and effectiveness of implication of Government policies to boost income of farmers.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Internal Control Systems are implemented:
• To safeguard the Company’s assets from loss or damage.
• To keep constant check on cost structure.
• To provide adequate financial and accounting controls and implement accounting standards.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (Contd.)
The system is improved and modified continuously to meet with changes in business condition,
statutory and accounting requirements.
Internal controls are adequately supported by Internal Audit and periodic review by the
management.
The Audit Committee meets periodically to review -
• Financial statement, with the management and statutory auditors.
• Adequacy/scope of internal audit function, significant findings and followup thereon of any
abnormal nature, with the internal auditors.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL
EFFICIENCY
Cost reduction have been achieved in certain areas by implementing efficiency improvement
programme within the company.
The following statements cover financial performance review, which are attached to this report.
a) Distribution of income
b) Financial position at a glance
c) Financial summary
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES, INDUSTRIAL RELATIONS
Considering the strategic vision and business growth, one of the main challenges for HR was to
ensure the competent, engaged and motivated human resources to succeed. Organizational
development initiatives have been taken to strengthen the various functions, attracting the talent
pool, retention of key employees and maintain healthy work environment. The ongoing initiatives
have also been sustained like Leadership Development, Performance Management, Learning and
Development, Succession Planning and Health and Safety Management in alignment to the
business requirements as per business strategy.
As a part of HR employee engagement programme, the continuation of Employee Engagement
initiatives like Communication Meetings, Sports tournaments, Celebration of local festivals, Flexi-
Work Hours, Career Development, IT infrastructure development, Reward and Recognitions is
ensured. The business initiatives and process improvements have been backed up with focus on open
and safe work environment. The employee relations at all the plants continued to be healthy and
productive. Productivity linked settlements at two plants has been completed in 2018.
CAUTION
This report is based on the experience and information available to the Company in the pumps and
valves business and assumption in regard to domestic and global economic conditions,
government and regulation policies etc. The performance of the Company is dependent on these
factors. It may be materially influenced by the changes therein beyond the Company’s control,
affecting the views expressed in or perceived from this report.
On behalf of the Board of Directors,
G. SWARUP
Chairman
Mumbai, 27th February, 2019
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (Contd.)
iii. Details of Stakeholders’ Relationship Committee Meetings held during the year
under review:
Meetings were held on 7th September, 2018 and 25th September, 2018.
iv. Compliance Officer is Mr. R. Narasimhan, Company Secretary.
v. Complaints
During the year under review 7 grievances were received based on the reports
from Link in time India Private Limited. All the grievances have been resolved to
the satisfaction of the shareholders.
E. Risk Management Committee
(Constituted effective from 31st October, 2018)
i. Terms of Reference
The terms of reference of this Committee are wide enough covering the matters
specified under the Listing Regulations, 2015 and the Act.
ii. Composition, Name of Members and Chairperson
Name of Member No. of Meetings No. of Meetings
held attended
Mr. Pradip Shah (Chairman) N.A. N.A
Dr. Matthias Schmitz N.A N.A
Mr. Rajeev Jain N.A N.A
iii. Details of Risk Management Committee meetings held during the year under review
The Committee is constituted on 31st October, 2018. During the period 31st October,
2018 to 31st December, 2018 the Committee has not held any meeting.
F. Share Transfer Committee
(Dissolved effective from 24th July, 2018)
i. Terms of Reference
The terms of reference of this Committee are wide enough covering the matters
specified under the Listing Regulations, 2015 and the Act.
ii. Composition, Name of Members and Chairperson
Name of Member No. of Meetings No. of Meetings
held attended
Mr. G. Swarup (Chairman) 5 5
Mr. A. R. Broacha 5 5
Mr. D. N. Damania 5 3
Mr. Rajeev Jain 5 5
iii. Details of Share Transfer Committee meetings held during the year under review
Meetings were held on 5th February, 2018, 12th March, 2018, 4th April, 2018,
4th June, 2018 and 15th June, 2018.
REPORT ON CORPORATE GOVERNANCE (Contd.)
4. REMUNERATION OF DIRECTORS
The remuneration payable to the Executive Director is approved by the members at the
general meeting of the Company. Remuneration of Executive Director consists of a fixed
salary, perquisites, performance linked bonus, based on the individual and the Company’s
performance and commission based on net profits of the Company subject to a ceiling of
50% of the annual salary. The Board of Directors on the recommendation of Nomination
and Remuneration Committee determine the performance linked bonus from year to year.
(a) Details of remuneration paid/payable to the Executive Director for the year under review
INR ’000s
Name Salary Commission Performance Perquisites Total Terms of
of the linked bonus Contribution to appointment
Director Provident Fund
Mr. Rajeev 11,239 5,619 6,141 9,703 32,702 5 years, effective
Jain from1st July,
2016 to 30th
June, 2021
Notes:
i. The above remuneration to Mr. Rajeev Jain excludes contribution for gratuity,
superannuation and personal accident insurance premium and the liability for
encashable leave as the figures for the Director are not separately available.
ii. The Company does not have a stock option scheme.
iii. The notice period for Mr. Rajeev Jain will be as per the service contract mutually
agreed between him and the Board. No severance fees are payable to the Director.
(b) The Board of Directors decide the remuneration of Non-Executive Directors which
consists of a sitting fee as well as commission based on the net profits of the Company.
As approved by the members commission amount is limited to 1% of the net profits of
the Company.
Details of remuneration to Non-Executive Directors for the period 1st January, 2018
to 31st December, 2018 are as under:
INR ’000s
Name of the Directors Directors’ Fees Commission
Mr. G. Swarup 290 1,250
Mr. A. R. Broacha 195 1,000
Mr. D. N. Damania 280 1,000
Mr. Pradip Shah 180 1,000
Mr. V. K. Viswanathan 160 1,000
Ms. Sharmila Barua Roychowdhury 25 250
Dr. Stephan Bross 180 1,000
Dr. Matthias Schmitz 75 1,000
Ms. Divya Shriram Nil 250
Ms. Sulajja Firodia Motwani Nil Nil
Total 1,385 7,750
REPORT ON CORPORATE GOVERNANCE (Contd.)
(ii) Special Resolution passed in the previous three Annual General Meetings
Financial Year Special Resolution Passed
2015 No
2016 No
2017 Yes
Declaration by the Managing Director under Schedule V to SEBI Listing Regulations, 2015
regarding compliance with Business conduct Guidelines (Code of Conduct)
All Board members and senior management personnel have affirmed compliance with the Code of
Conduct for the year 2018.
Rajeev Jain
Managing director
Mumbai, 27th February, 2019
To the Members of
KSB Limited
(Formerly Known as KSB Pumps Limited)
We have examined the compliance with conditions of Corporate Governance by KSB Limited, for
the year ended on 31st December, 2018, as stipulated in Regulation 34(3) read with Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The compliance with conditions of Corporate Governance is the responsibility of the
management. Our examination was limited to the procedures and implementation thereof
adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations given to us and
the representations made by the management, we certify that the Company has substantially
complied with the conditions of Corporate Governance as stipulated in the above mentioned SEBI
Listing Regulations.
Based on the representation received from the Company and certified by the Registrars and
Transfer Agent, no investor grievance is pending for a period exceeding one month as on 31st
December, 2018 against the Company and the Registrars and Transfer Agents have reported to the
Stakeholders' Relationship Committee on the status of the grievances, if any.
We further state that such compliance is neither an assurance as to the future viability of the
Company nor the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
For Nilesh Shah & Associates
Company Secretaries
(Nilesh Shah)
Partner (FCS - 4554) C.P.No: 2631
Mumbai, 27th February, 2019
REPORT ON CORPORATE GOVERNANCE (Contd.)
ANNEXURE A
Price and volume of shares traded
ANNEXURE B
KSB
1000 40000 SENSE
950 39000
900 38000
850 37000
800 36000
750 35000
700 34000
650 33000
600 32000
550 31000
500 30000
2018
REPORT ON CORPORATE GOVERNANCE (Contd.)
ANNEXURE C
8. List three key products/services that the Company manufactures/provides (as in balance sheet):
i) Manufacture of power driven pumps and spares thereof
ii) Manufacture of industrial valves and spares thereof
iii) Production of castings for captive consumption
9. Total number of locations where business activity is undertaken by the Company:
i. Number of international locations (provide details of major 5): Nil
ii. Number of national locations: 6 manufacturing units, 4 zonal offices, 4 service stations, 21
warehouses and 16 branch offices at different locations across India.
10. Markets served by the Company: Local, state, national, international
SECTION B: FINANCIAL DETAILS OF THE COMPANY
1. Paid up Capital (INR Million): 348.08
2. Total turnover (INR Million): 10,930.66 (Separate)
3. Total profit after taxes (INR Million): 740.26 (Separate)
4. Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): 2.16
5. List of activities in which expenditure in 4 above has been incurred:
Details are in the Annual Report on CSR Activities annexed to Board’s Report.
SECTION C: OTHER DETAILS
1. Does the Company have any Subsidiary Company / Companies?
Yes, the Company has 1 subsidiary viz. Pofran Sales and Agency Limited.
2. Does the Subsidiary Company/ Companies participate in the Business Responsibility (“BR”)
Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s):
There is no participation by the subsidiary Company in business responsibility initiatives.
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with
participate in the BR Initiatives of the Company? If yes, then indicate the percentage of such
entity/entities? [Less than 30%, 30-60%, More than 60]
The Company encourages its suppliers, dealers and other stakeholders to support various initiatives
taken by the Company towards its business responsibility.
BUSINESS RESPONSIBILITY REPORT (Contd.)
SECTION D: BR INFORMATION
1. Details of Director/Directors responsible for BR
(a) Details of the Director / Directors responsible for implementation of the BR policy/policies:
DIN: 07475640
Name: Mr. Rajeev Jain
Designation: Managing Director
(b) Details of the BR head
S. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 Do you have policy/policies for Y Y Y Y Y* Y N Y Y
principle
2 Has the policy being formulated Y Y Y Y Y Y - Y Y
in consultation with the relevant
stakeholders?
BUSINESS RESPONSIBILITY REPORT (Contd.)
S. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
3 Does the policy confirm to any The policies are developed and aligned to applicable
national / international standards? legal and regulatory requirements, guidelines,
If yes, specify? regulations and our internal mandates; and are in
line with international standards and practices
such as ISO 9001, ISO 14001, OHSAS 18001,
PED 2014/68/EU etc.
4 Has the policy being approved by The policies pertaining to local legislations and
the board? If yes, has it been systems are approved and signed by relevant senior
signed by MD/ owner/ CEO/ management personnel.
appropriate Board Director?
5 Does the company have a specified Yes. The Company has specified Committees of the
committee of the Board/ Director/ Board/Directors/Officials to oversee the
Official to oversee the implementation of the policies.
implementation of the policy?
6 Indicate the link for the policy to KSB Code of Conduct is available at:
be viewed online? https://www.ksb.com/ksb-in/investor-
relations/code-of-conduct/
CSR Policy is available at:
https://www.ksb.com/ksb-in/investor-relations/
our-policies/csr-policy/csr-policy/91858/
Whistle Blower Policy is available at:
https://www.ksb.com/ksb-in/investor-relations/
our- policies/whistle-blower-policy/
All other policies are available on the Company’s
internal network.
7 Has the policy been formally Yes. All the policies communicated to internal
communicated to all relevant stakeholders are available on the internal network.
internal and external stakeholders? Policies communicated to external stakeholders are
available on the website of the Company.
8 Does the company have in-house Yes. There is an in-house structure with defined
structure to implement the policy/ roles and responsibilities.
policies?
9 Does the Company have a Yes. The Company has a grievance redressal
grievance redressal mechanism mechanism.
related to the policy/policies to
address stakeholders’ grievances
related to the policy/policies?
10 Has the company carried out Yes. The Company’s policies and procedures are
independent audit/evaluation of supported by internal risk controls. These risk
the working of this policy by an controls are continually evaluated for their efficacy
internal or external agency? through internal audit mechanism and are also
subject to external audits.
*This Principle is encompassed in the KSB Code of Conduct.
BUSINESS RESPONSIBILITY REPORT (Contd.)
2a. If answer to S. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
S. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 The company has not understood – – – – – – – – –
the Principle
2 The company is not at a stage – – – – – – – – –
where it finds itself in a position
to formulate and implement the
policies on specified principles
3 The company does not have – – – – – – – – –
financial or manpower resources
available for the task
4 It is planned to be done within – – – – – – – – –
next 6 months
5 It is planned to be done within – – – – – – – – –
the next 1 year
6 Any other reason (please specify) P7
The Company through the various industry forums
endeavours to promote growth and technological
progress, economic reforms, inclusive development
policies and sustainable business principles.
Therefore, need for a formal policy has not been felt.
3. Governance related to BR
(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO
assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More
than 1 year.
Assessment is an ongoing exercise and is an inherent part of corporate functions.
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing
this report? How frequently it is published?
The BR is published annually as part of the annual report.
SECTION E: PRINCIPLE-WISE PERFORMANCE
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/No.
Does it extend to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/Others?
No. The Policy extends to the group, suppliers, dealers, service providers, contractors and all relevant
stakeholders.
2. How many stakeholder complaints have been received in the past financial year and what percentage
was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.
The Company has received no complaints from stakeholders related to ethics, bribery and corruption
during the year 2018.
BUSINESS RESPONSIBILITY REPORT (Contd.)
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle.
1. List up to 3 of your products or services whose design has incorporated social or environmental
concerns, risks and/or opportunities.
i. Magnochem (Magnetic drive, Sealless pumps)
ii. Etanorm (Water handling pumps)
iii. Etanorm SYT (Thermic fluid handling pumps)
2. For each such product, provide the following details in respect of resource use (energy, water, raw
material etc.) per unit of product (optional):
(a) Reduction during sourcing/ production/ distribution achieved since the previous year
throughout the value chain?
(b) Reduction during usage by consumers (energy, water) has been achieved since the previous
year?
The above products are energy efficient designs and hence lead to conservation of drive power
i.e. electricity.
i. Magnochem: This series has been newly introduced and consists of magnetic drive. This
design eliminates the need for mechanical seal and its associated instruments, accessories
and piping. This eliminates the potential source of leakage thereby protecting the
environment.
ii. Etanorm: This series has replaced “Mega” series and is 10% lighter in weight thereby
resulting in raw material conservation.
iii. Etanorm SYT: This series has replaced “CPK-EY / EGY” series and is lighter in weight
10% thereby resulting in raw material conservation.
3. Does the company have procedures in place for sustainable sourcing (including transportation)?
If yes, what percentage of your inputs was sourced sustainably?
The supplier selection, assessment and evaluation process includes elements of sustainability. This
includes audits by internal Quality Management as well external audits like “Made by KSB” are
carried out by the parent entity viz. KSB SE, Germany.
Various aspects of sustainability are laid down in procurement activity e.g. legal compliance, health,
safety and environmental protection. Bribery and corruption is addressed by a statement forming
part of the purchase order documentation. The Company respects rules of free competition and has
built strong partnerships with suppliers.
4. Has the company taken any steps to procure goods and services from local & small producers,
including communities surrounding their place of work? If yes, what steps have been taken to
improve their capacity and capability of local and small vendors?
Overall large portion of goods to the extent of 55 % is sourced from small and medium enterprises.
The Company continuously looks for opportunities to source its material locally. Local suppliers are
generally preferred if they meet quality specifications and cost criteria as well Environment, Health
and Safety (“EHS”) compliance. Suppliers are audited and supported for the development.
Outsourcing to local suppliers is ongoing activity. A structured development plan is in place for
localization. Further, components and products have been identified which are currently imported.
Support is provided to suppliers for local manufacturing.
BUSINESS RESPONSIBILITY REPORT (Contd.)
5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of
recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in
about 50 words or so.
The Company is committed to increase waste management efficiency. The robust waste management
system in the Company regulates the measures with regard to waste prevention, recycling and
ecologically acceptable disposal of the waste, internal collection and treatment of waste for recycling
and disposal. At all the locations of the Company, wastes are segregated based on their
characteristics, collected and stored in an appropriate manner. The wastes collected are sent to the
Company’s plant at foundry for recycling or to the Central / state pollution board approved recyclers
for suitable reuse/ recycle/ disposal.
Principle 3 : Businesses should promote the wellbeing of all employees
1. Please indicate the total number of employees: 1,703
2. Please indicate the total number of employees hired on temporary/ contractual/ casual basis: 1,001
3. Please indicate the number of permanent women employees: 47
4. Please indicate the number of permanent employees with disabilities: 0
5. Do you have an employee association that is recognized by management?: Yes
6. What percentage of your permanent employees are members of this recognized employee
association? 59 %
7. Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment
in the last financial year and pending, as on the end of the financial year: Nil
8. What percentage of your under mentioned employees were given safety & skill up-gradation training
in the last year?
(a) Permanent Employees : 100 %
(b) Permanent Women Employees: 100 %
(c) Casual/ Temporary/ Contract Employees: 100 %
(d) Employees with Disabilities: N. A.
Principle 4 : Businesses should respect the interests of, and be responsive towards all stakeholders, especially
those who are disadvantaged, vulnerable and marginalized
1. Has the company mapped its internal and external stakeholders?
Yes. The company has mapped its internal and external stakeholders.
2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized
stakeholders?
Yes. The company has identified the disadvantaged, vulnerable & marginalized stakeholders.
3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable
and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.
The details of initiatives undertaken for disadvantaged, vulnerable and marginalised stakeholders
are in the Annual Report on CSR Activities annexed to Board’s Report.
Principle 5 : Businesses should respect and promote human rights
1. Does the policy of the company on human rights cover only the company or extend to the Group/
Joint Ventures/ Suppliers/ Contractors/NGOs/ Others?
The Company’s policy on human rights extends to the group, suppliers, dealers, service providers,
contractors and all relevant stakeholders.
BUSINESS RESPONSIBILITY REPORT (Contd.)
2. How many stakeholder complaints have been received in the past financial year and what percent
was satisfactorily resolved by the management? Nil
Principle 6 : Businesses should respect, protect and make efforts to restore the environment
1. Does the policy related to Principle 6 cover only the company or extends to the Group/ Joint
Ventures/ Suppliers/ Contractors/ NGOs/ others.
The Company has well laid down policies, principles and standards that all its units in India must
adhere to. Our Environment, Health and Safety Policy also specifies requirements to be extended to
the contractors.
2. Does the company have strategies / initiatives to address global environmental issues such as climate
change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.
Yes. The strategies / initiatives are covered in the action arising on implementation of the Policy.
3. Does the company identify and assess potential environmental risks? Y/N
Yes. The Company identifies and assesses potential environmental risks.
4. Does the company have any project related to Clean Development Mechanism? If so, provide details
thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report is filed?
The Company currently does not have any Clean Development Mechanism Project.
5. Has the company undertaken any other initiatives on – clean technology, energy efficiency,
renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.
Innovative technologies are used to reduce the impact on the environment. In the entire chain of
manufacturing, the emphasis is on preserving natural resources. Processes are designed to minimize
use of raw materials and energy. Details of conservation of energy are in the annexure to the Board’s
Report.
6. Are the emissions/waste generated by the company within the permissible limits given by CPCB/
SPCB for the financial year being reported?
The Company is in compliance with the applicable environmental laws and regulations. The
Company’s emissions, effluents and waste are within Central and State Pollution Control Boards
permission limits.
7. Number of show cause / legal notices received from CPCB/SPCB which are pending (i.e. not resolved
to satisfaction) as on end of Financial Year: Nil
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a
responsible manner
1. Is your company a member of any trade and chamber or association? If Yes, name only those major
ones that your business deals with:
The Company is a member of:
i. Mahratta Chamber of Commerce Industries and Agriculture (MCCIA)
ii. Indian Pumps Manufacturers’ Association (IPMA)
iii. Confederation of Indian Industry (CII)
iv. Indo-German Chamber of Commerce (IGCC)
2. Have you advocated/lobbied through above associations for the advancement or improvement of
public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration,
Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security,
Sustainable Business Principles, Others)
BUSINESS RESPONSIBILITY REPORT (Contd.)
Yes, following are the broad areas:
i. Governance and Administration
ii. Economic Reforms
Principle 8 : Businesses should support inclusive growth and equitable development
1. Does the company have specified programmes/ initiatives/ projects in pursuit of the policy related to
Principle 8? If yes details thereof.
The details of programmes/ initiatives/ projects are in the Annual Report on CSR Activities annexed
to Board’s Report.
2. Are the programmes/ projects undertaken through in-house team/ own foundation/ external NGO/
government structures/ any other organization?
The activities are undertaken through KSB Care Charitable Trust.
3. Have you done any impact assessment of your initiative?
The impact assessment of initiatives is an ongoing exercise as per the CSR activities.
4. What is your company’s direct contribution to community development projects- Amount in INR
and the details of the projects undertaken.
The details of contribution are in the Annual Report on CSR Activities annexed to Board’s Report.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by
the community? Please explain in 50 words, or so.
The Company ensures its presence is established right from the commencement of the initiatives. It
collaborates with the communities right from need identification to project implementation phase.
The Company has extensive engagement with various stakeholders. The feedback from the
stakeholders are analysed and various actions like improvement actions are prioritized.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a
responsible manner
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.
There were no new/ pending consumer complaints/ cases filed against the Company during the year.
2. Does the company display product information on the product label, over and above what is
mandated as per local laws? Yes/ No/ N.A./Remarks(additional information)
Yes, apart from the mandated declarations, additional declarations are furnished on the products /
labels relating to the products and their usage.
3. Is there any case filed by any stakeholder against the company regarding unfair trade practices,
irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as
on end of financial year. If so, provide details thereof, in about 50 words or so: NIL
4. Did your company carry out any consumer survey/consumer satisfaction trends?:
Yes, a customer satisfaction survey was carried in 2018.
On behalf of the Board of Directors
G. SWARUP
Chairman
Mumbai, 27th February, 2019
ANNEXURE TO BOARD’S REPORT (Contd.)
Note: The Independent Directors of the Company are entitled for sitting fees and
commission as per the statutory provisions and within the limits approved by the
shareholders. The details of remuneration of Non-executive Directors are provided
in the Corporate Governance Report. The ratio of remuneration and percentage
increase for Non-executive Directors' Remuneration is therefore not considered for
the above purpose.
ii. The percentage increase in the median remuneration of the employees in the financial year:
There has been an increase of 9% in median remuneration of employees in Financial Year
2018 as compared to Financial Year 2017.
iii. The number of permanent employees on the rolls of the Company: There were 1,718
employees on the rolls of the Company as on 31st December, 2018.
iv. Average percentile increase already made in the salaries of employees other than the key
managerial personnel in Financial Year 2018 and its comparison with the percentile
increase in the managerial remuneration: The aggregate remuneration of employees other
than managerial personnel has increased by 9.5% and that of managerial personnel has also
increased by 9.5%
v. Affirmation that the remuneration is as per the remuneration policy of the Company: The
remuneration of Directors was as per the Remuneration Policy of the Company.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and
the adherence to good Corporate Governance practice by KSB Limited (hereinafter called “the
Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis
for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s Books, Papers, Minutes Books, Forms and Returns
filed with regulatory authorities and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives during
the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the
st
financial year ended 31 December, 2018, generally complied with the statutory provisions listed
hereunder and also that the Company has proper Board processes and compliance mechanism in
place to the extent, in the manner and subject to reporting made hereinafter:
We herewith report that maintenance of proper and updated Books, Papers, Minutes Books, filing
of Forms and Returns with applicable regulatory authorities and maintaining other records is
responsibility of management and of the Company. Our responsibility is to verify the content of
the documents produced before us, make objective evaluation of the content in respect of
compliance and report thereon. We have examined on test check basis, the books, papers, minute
books, forms and returns filed and other records maintained by the Company and produced before
us for the financial year ended 31stDecember, 2018, as per the provisions of:
(i) The Companies Act, 2013 and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder as
amended from time to time;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under,
of Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) and External
ANNEXURE TO BOARD’S REPORT (Contd.)
Commercial Borrowings (ECB), to the extent to which the same was applicable to the
Company;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993, regarding the Companies Act and dealing with client;
(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015.
(vi) Considering activities of the Company, there is no specific regulator / law subject to whose
approval the company can carry on / continue business operation and hence no comment is
invited in respect of the same. We have also in-principally verified systems and mechanism
which is in place and the system driven Legal Compliance System established in the
Company and followed by the Company which tracks compliances and generates necessary
certificates and ensures Compliance of other applicable Laws like Labour Laws,
Environmental Law, Legal Metrology Act etc (in addition to the above mentioned Laws (i to
v) and applicable to the Company) and we have also relied on the representation made by
the Company and its Officers in respect of systems and mechanism formed / followed by the
Company for compliances of other applicable Acts, Laws and Regulations and found the
satisfactory operation of the same.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standard issued by the Institute of Company Secretaries of India;
(ii) The Securities and Exchange Board of India (Listing Obligation and Requiremets)
Regulations, 2015.
We further Report that, during the year, it was not mandatory on the part of the Company to
comply with the following Regulations / Guidelines:
(a) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014;
(b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(c) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998;
(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
(e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
ANNEXURE TO BOARD’S REPORT (Contd.)
Based on aforesaid information provided by the Company, we report that during the financial year
under report, save and except, few lapses in compliance of Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 due to technical problems
being faced as explained by the management earlier and a delay in intimation under SEBI
(Prohibition of Insider Trading), Regulation, 2015 due to late intimation of information of
transmission by the Company from Insider, the Company has generally complied with the
provisions of the above mentioned Act/s including the applicable provisions of the Companies Act,
2013 and Rules, Regulations, Standards etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition
of the Board of Directors that took place during the year under review were carried out in
compliance with the provisions of the Act.
We also report that adequate notice was given to all Directors to schedule the Board Meetings and
necessary compliances as envisaged in the Secretarial Standard was generally carried out in respect
of holding of Board Meeting. The agenda along with detailed notes to agenda were generally sent
at least 7 days in advance and a reasonable system exists for Board Members to seek and obtain
further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meetings.
It is noted that majority decision is carried through and proper system is in place which facilitates /
ensure to capture and record, the dissenting member’s views, if any, as part of the Minutes.
Based on representation made by the Company and its Officers explaining us in respect of internal
systems and mechanism established by the Company which ensures compliances of other Acts,
Laws and Regulations applicable to the Company, We report that there are adequate systems and
processes in the Company commensurate with the size and operations of the Company to monitor
and ensure compliance with applicable laws, rules and regulations.
We further report that during the year under report, the Company has not undertaken any
corporate action having a major bearing on the Company’s affairs in pursuance of aforesaid laws,
rules and regulations, guidelines, standards etc as mentioned above.
For Nilesh Shah & Associates
Company Secretaries
Hetal Shah
Mumbai, 27th February, 2019 Partner (FCS: 8063) C.P. No. : 8964
‘ANNEXURE A’
To,
The Members,
KSB LIMITED
(Formerly known as KSB Pumps Limited)
126, Maker Chambers- III,
Nariman Point,
Mumbai 400 021
1. Maintenance of secretarial record is the responsibility of the management of the company.
Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records. The
verification was done on test basis (by verifying records made available to us) to ensure that
correct facts are reflected in secretarial records. We believe that the processes and practices,
we followed, provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of
Accounts of the company.
4. Wherever required, we have obtained Management representation about the compliance of
laws, rules and regulations and occurrence of events.
5. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is responsibility of management. Our examination was limited to the
verification of process followed by Company to ensure adequate Compliance.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the
company nor of the efficacy or effectiveness with which the management has conducted the
affairs of the company.
For Nilesh Shah & Associates
Company Secretaries
Hetal Shah
Mumbai, 27th February, 2019 Partner (FCS: 8063) C.P. No. : 8964
ANNEXURE TO BOARD’S REPORT (Contd.)
ANNEXURE VII TO BOARD’S REPORT
A. CONSERVATION OF ENERGY
In continuous endeavor to conserve energy, the Company has taken steps to introduce
Variable Frequency Drive for pump testing. This will enable the tuning of power
requirement as per need in the testing area. Company’s new plant at Shirwal is equipped with
LED light fittings thereby optimizing energy usage.
B. TECHNOLOGY ABSORPTION
1. Performance and Product Improvements
The Company has taken efforts to optimize various hydraulics of Submersible range.
This has led to the Company having maximum number of Energy Saving 5 and 4 star
labelled products which is the highest in the pump industry. For the Industrial products
company has undertaken a casting technology improvement program which will lead
to lower casting consumption and improve environment.
2. Research and Development
We have strengthened our Submersible range by developing stainless steel sheet metal
pump and complete stainless steel motor for Solar market. The Green Energy - Solar
shall continue to be our focus area. We have equipped our Submersible R&D team with
simulation and modelling software there by providing optimum designed products for
Indian conditions.
3. Benefits of Research and Development
The new range for Energy Sector is developed thus making us the very first Indian pump
Company to indigenize this specialized technology. Due to focus on localization via R
& D, company has reduced import dependence.
4. Future Plans
To strengthen our product range in water and waste water segments to meet the needs
to these sectors. Company is also in advance stage of development of pumps for flue gas
desulphurization. This will contribute to environmental protection.
5. Expenditure on Research and Development
The recurring expenditure during the year amounted to ` 2.78 Million (previous year `
3.79 Million) and it is 0.03% (previous year 0.04%) of the total turnover. There is no
capital expenditure during the year under review and previous year.
6. Technology Absorption, Adaptation and Innovation
The indigenously developed new series for Energy sector has been successfully
enhanced. Indigenously developed new End suction series for Industrial segment to
meet segment needs. Waste water series electromechanical series is also enhanced to
meet growing demand.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Exports during the year were ` 1,551 Million. Total foreign exchange earned during the year
was ` 1,480 Million. Export orders outstanding for execution are ` 547 Million. Total
foreign exchange used during the year was ` 914 Million.
On behalf of the Board of Directors
G. Swarup
Mumbai, 27th February, 2019 Chairman
ANNEXURE TO BOARD’S REPORT (Contd.)
ANNEXURE VIII TO BOARD’S REPORT
Notes:
i. The programs and projects identified are in and around manufacturing locations of the Company.
ii. The Company spends the amounts allocated for CSR activities through its implementing agency KSB
Care Charitable Trust, Mumbai. The trustees and the CSR committee approves the projects
identified. The above projects/activities undertaken during the year 2018 are from the contribution,
which the company made during the year 2017. Similarly, the contribution which has been made in
2018 will be spent for the projects to be approved in 2019. The said trust spends the amount on CSR
activities as per the specific instructions given by the CSR Committee over a specified time frame.
iii. For the amount spent on the projects or programmes (direct expenditure/overheads), cumulative
expenditure upto the reporting period and amount spent (direct or through implementing agency)
refer Note 2 above.
6. In case the Company has failed to spend the two per cent of the average net profit of the last three
financial years or any part thereof, the Company shall provide the reasons for not spending the
amount in its Board report:
The Company had voluntarily contributed to KSB Care Charitable Trust around 1% of the net profits
under its CSR policy, before the Companies Act 2013 came into effect with intent to spend on
identified CSR projects. For the year 2018, the Company was required to spend ` 20.98 Million being
2% of the average net profits of preceding 3 years. After considering the contributions made in earlier
years before the CSR provisions of the Act came into effect, the company has contributed amount of
` 16 Million to the Trust in the year 2018. The Company will be executing the CSR projects in 2019
out of the contribution made in 2018 as well as earlier years before 2013. Hence the Company will be
meeting the objective of the Act to spend 2% of the net profits amounting to ` 20.98 Million, i.e.
` 16 Million out of funds contributed in 2018 and ` 4.98 Million out of the funds contributed in the
years before 2013.
7. A responsibility statement of the CSR Committee: The Committee confirms that the
implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the
Company.
On behalf of the Board of Directors
Rajeev Jain D. N. Damania
Mumbai, 27th February,2019 Managing Director Chairman of CSR Committee
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF KSB LIMITED Auditors’ Responsibility
(formerly known as KSB Pumps Limited)
3. Our responsibility is to express an opinion on
Report on the Standalone Indian Accounting Standards these standalone Ind AS financial statements
(Ind AS) Financial Statements based on our audit.
1. We have audited the accompanying standalone 4. We have taken into account the provisions of the
financial statements of KSB Limited (formerly Act and the Rules made thereunder including the
kno wn as KSB Pu mps Limited)(“the accounting and auditing standards and matters
Company”), which comprise the Balance Sheet which are required to be included in the audit
as at December 31, 2018, the Statement of Profit report under the provisions of the Act and the
and Loss (including Other Comprehensive Rules made thereunder.
Income), the Cash Flow Statement and the
5. We conducted our audit of the standalone Ind AS
Statement of Changes in Equity for the year then
financial statements in accordance with the
ended, and a summary of the significant
Standards on Auditing specified under Section
accounting policies and other explanatory
143 (1 0)o f the Act and other applicable
information.
authoritative pronouncements issued by the
Management’s Responsibility for the Standalone Ind AS Institute of Chartered Accountants of India. Those
Financial Statements Standards and pronouncements require that we
comply with ethical requirements and plan and
2. The Company’s Board of Directors is responsible
perform the audit to obtain reasonable assurance
for the matters stated in Section 134(5) of the
about whether the standalone Ind AS financial
Companies Act, 2013 (“the Act”) with respect to
statements are free from material misstatements.
the preparation of these standalone Ind AS
financial statements to give a true and fair view of 6. An audit involves performing procedures to
the financial position, financial performance obtain audit evidence about the amounts and the
(including other comprehensive income), cash disclosures in the standalone Ind AS financial
flows and changes in equity of the Company in statements. The procedures selected depend on the
accordance with the accounting principles auditors’ judgment, including the assessment of
generally accepted in India, including the Indian the risks of material misstatement of the
Acc ou nt ing St an da rd s sp eci fied in the standalone Ind AS financial statements, whether
Companies (Indian Accounting Standards) due to fraud or error. In making those risk
Rules, 2015 (as amended) under Section 133 of assessments, the auditor considers internal
the Act. This responsibility also includes financial control relevant to the Company’s
maintenance of adequate accounting records in preparation of the standalone Ind AS financial
accordance with the provisions of the Act for statements that give a true and fair view, in order
safeguarding of the assets of the Company and to design audit procedures that are appropriate in
for preventing and detecting frauds and other the circumstances. An audit also includes
irregularities; selection and application of evaluating the appropriateness of the accounting
appropriate accounting policies; making policies used and the reasonableness of the
judgments and estimates that are reasonable and accounting estimates made by the Company’s
prudent; and design, implementation and Directors, as well as evaluating the overall
maintenance of adequate internal financial presentation of the standalone Ind AS financial
controls, that were operating effectively for statements.
ensuring the accuracy and completeness of the
7. We believe that the audit evidence we have
accounting records, relevant to the preparation
obtained is sufficient and appropriate to provide a
and presentation of the standalone Ind AS
basis for our audit opinion on the standalone Ind
financial statements that give a true and fair view
AS financial statements.
and are free from material misstatement,
whether due to fraud or error.
INDEPENDENT AUDITORS' REPORT (Contd.)
Opinion December 31, 2018 taken on record by the
Board of Directors, none of the directors is
8. In our opinion and to the best of our information
and according to the explanations given to us, disqualified as on December 31, 2018
the aforesaid standalone Ind AS financial from being appointed as a director in terms
statements give the information required by the of Section 164 (2) of the Act.
Act in the manner so required and give a true and (f) With respect to the adequacy of the
fair view in conformity with the accounting internal financial controls with reference
principles generally accepted in India, of the state to financial statements of the Company
of affairs of the Company as at December 31, and the operating effectiveness of such
2018, and its total comprehensive income controls, refer to our separate report in
(comprising of profit and other comprehensive Annexure A.
income), its cash flows and the changes in equity
for the year ended on that date. (g) With respect to the other matters to be
included in the Auditors’ Report in
Report on Other Legal and Regulatory Requirements
accordance with Rule 11 of the Companies
9. As required by the Companies (Auditor’s (Audit and Auditors) Rules, 2014, in our
Report) Order, 2016, issued by the Central opinion and to the best of our knowledge
Government of India in terms of sub-section (11) and bel ief and accordi ng to the
of section 143 of the Act (“the Order”), and on information and explanations given to us:
the basis of such checks of the books and records
(i) The Company has disclosed the
of the Company as we considered appropriate
impact, if any, of pending litigations
a nd a cco rdin g to th e info rmatio n an d
explanations given to us, we give in the Annexure as at December 31, 2018 on its
B a statement on the matters specified in financial position in its standalone
paragraphs 3 and 4 of the Order. Ind AS financial statements – Refer
Note 29a;
10. As required by Section 143 (3) of the Act, we
report that: (ii) The Company has made provision
as at December 31, 2018, as
(a) We have sought and obtained all the
required under the applicable law or
information and explanations which to
Indian accounting standards, for
the best of our knowledge and belief were
material foreseeable losses, if any,
necessary for the purposes of our audit.
on long-term contracts including
(b) In our opinion, proper books of account derivative contracts – Refer Note
as required by law have been kept by the 34c and Note 6;
Company so far as it appears from our
examination of those books. (iii) The r e h as b e e n n o d el a y in
transferring amounts, required to be
(c) The Balance Sheet, the Statement of Profit transfer red, to the Investor
and Loss (including other comprehensive Education and Protection Fund by
income), the Cash Flow Statement and the
the Company during the year ended
Statement of Changes in Equity dealt with
December 31, 2018.
by this Report are in agreement with the
books of account. For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
(d) In our opinion, the aforesaid standalone
Ind AS financial statements comply with
th e In dian Ac cou ntin g St and ard s Neeraj Sharma
specified under Section 133 of the Act.
Partner
(e) On the basis of the written representations Membership Number 108391
received from the directors as on Mumbai, February 27, 2019
ANNEXURE TO INDEPENDENT AUDITORS’ REPORT
Financial Controls Over Financial Reporting
ANNEXURE A TO INDEPENDENT
(the “Guidance Note”) and the Standards on
AUDITORS’ REPORT
Auditing deemed to be prescribed under section
Referred to in paragraph 10 (f) of the Independent 143(10) of the Act to the extent applicable to an
Auditors’ Report of even date to the members of KSB audit of internal financial controls, both
Limited (formerly known as KSB Pumps Limited) on the applicable to an audit of internal financial
standalone financial statements for the year ended controls and both issued by the ICAI. Those
December 31, 2018. Standards and the Guidance Note require that we
comply with ethical requirements and plan and
Report on the Internal Financial Controls with reference
perform the audit to obtain reasonable assurance
to financial statements under Clause (i) of Sub-section 3
about whether adequate internal financial
of Section 143 of the Act
controls with reference to financial statements
1. We have audited the internal financial controls was established and maintained and if such
with reference to financial statements of KSB controls operated effectively in all material
Limited(formerly known as KSB Pumps Limited) respects.
(“the Company”) as of December 31, 2018 in
4. Our audit involves performing procedures to
conjunction with our audit of the standalone
obtain audit evidence about the adequacy of the
financial statements of the Company for the year
internal financial controls system with reference
ended on that date.
to financial statements and their operating
Management’s Responsibility for Internal Financial effectiveness. Our audit of internal financial
Controls controls with reference to financial statements
included obtaining an understanding of internal
2. The Company’s management is responsible for
financial controls with reference to financial
establishing and maintaining internal financial
statements, assessing the risk that a material
controls based on the internal control over
weakness exists, and testing and evaluating the
financial reporting criteria established by the
design and operating effectiveness of internal
Company considering the essential components
control based on the assessed risk. The
of internal control stated in the Guidance Note
procedures selected depend on the auditor’s
on Audit of Internal Financial Controls Over
judgement, including the assessment of the risks
Financial Reporting issued by the Institute of
of material misstatement of the financial
Chartered Accountants of India (ICAI). These
statements, whether due to fraud or error.
responsibi li ti es include the design,
implementation and maintenance of adequate 5. We believe that the audit evidence we have
internal financial controls that were operating obtained is sufficient and appropriate to provide a
effectively for ensuring the orderly and efficient basis for our audit opinion on the Company’s
conduct of its business, including adherence to internal financial controls system with reference
company’s policies, the safeguarding of its assets, to financial statements.
the prevention and detection of frauds and errors,
Meaning of Internal Financial Controls with reference to
the accuracy and completeness of the accounting
financial statements
records, and the timely preparation of reliable
financial information, as required under the Act. 6. A company’s internal financial controls with
reference to financial statements is a process
Auditors’ Responsibility
designed to provide reasonable assurance
3. Our responsibility is to express an opinion on the regarding the reliability of financial reporting and
Company’s internal financial controls with the preparation of financial statements for
reference to financial statements based on our external purposes in accordance with generally
audit. We conducted our audit in accordance accepted accounting principles. A company’s
with the Guidance Note on Audit of Internal internal financial controls with reference to
ANNEXURE TO INDEPENDENT AUDITORS’ REPORT (Contd.)
financial statements includes those policies and with reference to financial statements to future
procedures that (1) pertain to the maintenance of periods are subject to the risk that the internal
records that, in reasonable detail, accurately and financial controls with reference to financial
fairly reflect the transactions and dispositions of statements may become inadequate because of
the assets of the company; (2) provide reasonable changes in conditions, or that the degree of
assurance that transactions are recorded as compliance with the policies or procedures may
necessary to permit preparation of financial deteriorate.
statements in accordance with generally accepted
Opinion
accounting principles, and that receipts and
expenditures of the company are being made 8. In our opinion, the Company has, in all material
only in accordance with authorisations of respects, an adequate internal financial controls
management and directors of the company; and system with reference to financial statements and
(3) provide reasonable assurance regarding such internal financial controls with reference to
prevention or timely detection of unauthorised financial statements were operating effectively as
acquisition, use, or disposition of the company’s at December 31, 2018, based on the internal
assets that could have a material effect on the control over financial reporting criteria
financial statements. established by the Company considering the
essential components of internal control stated in
Inherent Limitations of Internal Financial Controls with
the Guidance Note on Audit of Internal Financial
reference to financial statements
Controls Over Financial Reporting issued by the
7. Because of the inherent limitations of internal Institute of Chartered Accountants of India.
financial controls with reference to financial
For Price Waterhouse Chartered Accountants LLP
statements, including the possibility of collusion
Firm Registration Number: 012754N/N500016
or improper management override of controls,
material misstatements due to error or fraud may
occur and not be detected. Also, projections of
Neeraj Sharma
any evaluation of the internal financial controls
Partner
Membership Number 108391
Mumbai, February 27, 2019
ANNEXURE TO INDEPENDENT AUDITORS’ REPORT
Name of the Nature of dues Amount Amount paid Period to which Forum where
statute (INR in under protest the amount the dispute is
million) (INR in million) relates pending
Central Excise Excise Duty (including 24.33 0.01 December 1998 Customs, Excise
Act, 1944 interest and penalty if to December and Service
applicable) 2004 Tax Appellate
27.70 1.6 March 2002 to Tribunal
March 2007 (CESTAT)
Finance Act, Service Tax (including 428.97 9.49 September 2004
1994 interest and penalty if to March 2009
applicable)
1.74 1.04 April 2008
to March 2013
10.15 - January 2005 to
December 2009
10.59 - AY 2009-10
5.24 - AY 2010-11
3.21 - AY 2005-06
17.82 - AY 2011-12
26.69 5 AY 2012-13
33.37 - AY 2013-14
34.16 - AY 2014-15
viii. According to the records of the Company x. During the course of our examination of the books
examined by us and the information and and records of the Company, carried out in
explanation given to us, the Company has not accordance with the generally accepted auditing
defaulted in repayment of loans or borrowings to practices in India, and according to the information
any financial institution or bank or Government and explanations given to us, we have neither come
as at the balance sheet date. The Company had across any instance of material fraud by the Company
not issued any debentures as at balance sheet or on the Company by its officers or employees,
date. noticed or reported during the year, nor have we been
informed of any such case by the Management.
ix. The Company has not raised any moneys by way
of initial public offer, further public offer xi. The Company has paid/ provided for managerial
(including debt instruments) and term loans. remuneration in accordance with the requisite
Accordingly, the provisions of Clause 3(ix) of the approvals mandated by the provisions of Section
Order are not applicable to the Company. 197 read with Schedule V to the Act.
ANNEXURE TO INDEPENDENT AUDITORS’ REPORT (Contd.)
xii. As the Company is not a Nidhi Company and the xv. The Company has not entered into any non cash
Nidhi Rules, 2014 are not applicable to it, the transactions with its directors or persons
provisions of Clause 3(xii) of the Order are not connected with him. Accordingly, the provisions
applicable to the Company. of Clause 3(xv) of the Order are not applicable to
the Company.
xiii. The Company has entered into transactions with
related parties in compliance with the provisions xvi. The Company is not required to be registered
of Sections 177 and 188 of the Act. The details under Section 45-IA of the Reserve Bank of India
of such related party transactions have been Act, 1934. Accordingly, the provisions of Clause
disclosed in the financial statements as required 3(xvi) of the Order are not applicable to the
under Indian Accounting Standard (Ind AS) 24, Company.
Related Party Disclosures specified under
For Price Waterhouse Chartered Accountants LLP
Section 133 of the Act.
Firm Registration Number: 012754N/N500016
xiv. The Company has not made any preferential
allotment or private placement of shares or fully
or partly convertible debentures during the year Neeraj Sharma
under review. Accordingly, the provisions of Partner
Clause 3(xiv) of the Order are not applicable to Membership Number 108391
the Company. Mumbai, February 27, 2019
Balance Sheet as at 31st December, 2018
(All amounts in INR million, unless otherwise stated)
Particulars Notes December December
31, 2018 31, 2017
ASSETS
I. Non-current assets
Property, plant and equipment 3 3,191.94 3,063.50
Capital work-in-progress 3 41.38 40.92
Intangible assets 4 18.66 18.49
Financial assets
(a) Trade receivables 6 99.34 58.89
(b) Investments 5 (a) 63.15 63.15
(c) Loans 5 (b) 67.87 67.99
Assets for current tax (net) 141.49 98.70
Deferred tax assets (net) 12 (a) 161.37 175.78
Other non-current assets 10 210.96 404.19
Total non-current assets 3,996.16 3,991.61
II. Current assets
Inventories 9 3,030.23 2,476.37
Financial assets
(a) Trade receivables 6 2,907.15 2,551.11
(b) Cash and cash equivalents 7 (a) 119.81 178.21
(c) Bank balances other than (b) above 7 (b) 1,262.58 679.56
(d) Loans 5 (b) 22.43 30.31
(e) Other financial assets 8 48.10 19.93
Other current assets 11 667.89 365.79
Total current assets 8,058.19 6,301.28
Total Assets 12,054.35 10,292.89
EQUITY AND LIABILITIES
EQUITY
Equity share capital 13 (a) 348.08 348.08
Other equity 13 (b) 6,784.47 6,277.21
Total Equity 7,132.55 6,625.29
LIABILITIES
I. Non-current liabilities
Provisions 17 (a) 365.79 373.35
Total non-current liabilities 365.79 373.35
II. Current liabilities
Financial liabilities
(a) Borrowings 14 434.26 126.34
(b) Trade and other payables 15
- Total outstanding dues of micro enterprises 21.30 9.67
and small enterprises
- Total outstanding dues of creditors other
than micro enterprises and small enterprises 2,155.73 1,767.90
(c) Other financial liabilities 16 546.17 372.90
Other current liabilities 18 971.34 512.25
Provisions 17 (b) 412.02 491.29
Current tax liabilities (net) 15.19 13.90
Total current liabilities 4,556.01 3,294.25
Total Liabilities 4,921.80 3,667.60
Total Equity and Liabilities 12,054.35 10,292.89
The accompanying notes are an integral part of these financial statements.
This is the Balance Sheet referred to in our report of even date.
For Price Waterhouse Chartered Accountants LLP For and on behalf of
Firm Registration Number: 012754N/N500016 the Board of Directors
Milind Khadilkar G. Swarup
Chief Financial Officer Chairman
Neeraj Sharma R. Narasimhan D. N. Damania
Partner Company Secretary Director
Membership No.: 108391
Rajeev Jain
Mumbai, February 27, 2019 Mumbai , February 27, 2019 Managing Director
Statement of Profit and Loss for the year ended 31st December, 2018
(All amounts are in INR million, unless otherwise stated)
Notes
As at January 1, 2017 348.08
Change in equity share capital 13 (a) -
As at December 31, 2017 348.08
Change in equity share capital 13 (a) -
As at December 31, 2018 348.08
B. Other Equity
Capital Capital Securities General Amalgamation Retained Total
reserve redemption premium reserve reserve earnings
reserve account
As at January 1, 2017 0.09 0.10 3.20 1,085.08 0.06 4,719.36 5,807.89
Profit for the year 677.05 677.05
Other Comprehensive Income
Remeasurement of post employment benefit - - - - - 22.68 22.68
obligations (net of tax)
Transactions with owners in their capacity as
owners:
Dividends paid - - - - - (191.44) (191.44)
Tax on Dividend - - - - - (38.97) (38.97)
As at December 31, 2017 0.09 0.10 3.20 1,085.08 0.06 5,188.68 6,277.21
Cash and cash equivalents at the end of the year include: As at 31st As at 31st
December, 2018 December, 2017
(a) Cash on hand 0.47 0.66
(b) Balances with banks in current accounts 119.34 177.55
Cash and cash equivalents (Refer note 7 (a) ) 119.81 178.21
Cash and cash equivalents at the end of the year 119.81 178.21
Note : Statement of cash flows has been prepared under the 'Indirect Method' in accordance with 'Ind-AS 7 : Statement
of cash flows'.
The above Statement of cash flows should be read in conjunction with the accompanying notes.
This is the Cash Flow Statement referred to in our report of even date.
Background:
KSB Limited (formerly known as KSB Pumps Limited) (the Company) is engaged in the business of manufacture
of different types of power driven pumps and industrial valves. Castings are mainly produced for captive
consumption. The registered office of the Company is 126, Maker Chambers III, Nariman Point, Mumbai –
400 021. The separate financial statements have been authorized for issue by the Board of Directors on
February 27, 2019.
1. Significant accounting policies:
This note provides a list of the significant accounting policies adopted in the preparation of these separate
financial statements. These policies have been consistently applied to all the years presented, unless otherwise
stated.
(a) Basis of preparation
(i) Compliance with Ind AS
The separate financial statements comply in all material aspects with Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting
Standards) Rules, 2015] and other relevant provisions of the Act.
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
• Certain financial assets and liabilities (including derivative instruments) that are
measured at fair value
• Defined benefit plans — plan assets measured at fair value; and
All assets and liabilities have been classified as current or non-current as per the Company’s operating
cycle and other criteria set out in the Schedule III of the Companies Act, 2013. Based on the nature of
products and the time between the acquisition of assets for processing and their realization in cash and
cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of
current and non - current classification of assets and liabilities.
(b) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker is the Company’s board of directors. Refer note
32 for segment information presented.
(c) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the
primary economic environment in which the entity operates ('the functional currency'). The financial
statements are presented in Indian rupee (INR), which is the Company’s functional and presentation
currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates are recognised in profit and loss and are presented in the Statement
of profit and loss on a net basis.
Notes forming part of the financial statements (Contd.)
(All amounts in INR million, unless otherwise stated)
Current and deferred tax is recognised in Statement of profit and loss, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity, respectively.
(f) Leases
Leases of property, plant and equipment, where the Company, as lessee has substantially all the risks and
rewards of ownership are classified as finance leases. Assets acquired under finance leases are recognized at
the lower of the fair value of the leased assets at inception of the lease and the present value of minimum lease
payments. Lease payments are apportioned between the finance charge and the reduction of the outstanding
liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest
on the remaining balance of the liability.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the
Company as lessee are classified as operating leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to Statement of profit and loss on a straight-line basis over the
period of the lease, unless the payments are structured to increase in line with expected general inflation to
compensate for the lessor's expected inflationary cost increases.
(g) Impairment of assets
The management periodically assesses, using external and internal sources, whether there is an indication
that an asset may be impaired. If an asset is impaired, the Company recognises an impairment loss as the
excess of the carrying amount of the asset over the recoverable amount. Recoverable amount is higher of an
asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of
estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the
end of its useful life. An impairment loss is reversed to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined if no impairment loss had previously been
recognised.
(h) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash in hand
and demand deposits with banks that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current
liabilities in the balance sheet.
(i) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
(j) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the
year in which they are incurred.
(k) Inventories
Inventories are stated at lower of cost and net realisable value. In determining the cost of raw materials,
components, stores, spares and loose tools the weighted average method is used. Costs of work-in-progress
and manufactured finished products include material costs, labour and factory overheads on the basis of full
absorption costing. Costs of purchased inventories are determined after deducting rebates and discounts. Net
Notes forming part of the financial statements (Contd.)
realizable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
(l) Financial assets
(i) Classification
The Company classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income, or
through profit or loss), and
• those measured at amortised cost.
The classification depends on the entity's business model for managing the financial assets and the
contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income. For investments in debt instruments, this will depend on the business model in
which the investment is held. For investments in equity instruments, this will depend on whether the
Company has made an irrevocable election at the time of initial recognition to account for the equity
investment at fair value through other comprehensive income.
The Company reclassifies debt investments when and only when its business model for managing those
assets changes.
(ii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss, transaction costs that are directly attributable to
the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through
profit or loss are expensed in profit or loss statement.
Financial assets with embedded derivatives are considered in their entirety when determining whether
their cash flows are solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Company's business model for managing
the asset and the cash flow characteristics of the asset. The Company classifies its debt instruments as
follows:
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. A gain or loss
on a debt investment that is subsequently measured at amortised cost and is not part of a hedging
relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest
income from these financial assets is included in other income using the effective interest rate
method.
Equity instruments
` The Company subsequently measures equity investment at fair value. The Company's Management
elects to present fair value gains and losses on equity investments in other comprehensive income on an
instrument by instrument basis.
(iii) Impairment of financial assets
The Company assesses on a forward looking basis the expected credit losses associated with its assets
carried at amortised cost. The impairment methodology applied depends on whether there has been a
significant increase in credit risk. Refer note 34(A) for details of credit risk.
Notes forming part of the financial statements (Contd.)
For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial
Instruments, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.
(iv) Derecognition of financial assets
A financial asset is derecognised only when
• The Company has transferred the rights to receive cash flows from the financial asset or
• retains the contractual rights to receive the cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Company evaluates whether it has transferred
substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is
derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of
the financial asset, the financial asset is not derecognised. Where the entity has neither transferred a
financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the
financial asset is derecognised if the Company has not retained control of the financial asset. Where the
Company retains control of the financial asset, the asset is continued to be recognised to the extent of
continuing involvement in the financial asset.
(m) Derivatives
The Company enters into certain derivative contracts to hedge risks which are not designated as hedges. Such
contracts are accounted for at fair value through profit or loss.
(n) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a
legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or
realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on
future events and must be enforceable in the normal course of business and in the event of default, insolvency
or bankruptcy of the company or the counterparty.
(o) Property, plant and equipment
Freehold land is stated at historical cost. All other items of property, plant and equipment are stated at
historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Company and
the cost of the item can be measured reliably. The carrying amount of any component accounted for as a
separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss
during the reporting period in which they are incurred.
Depreciation methods, estimated useful lives and residual value
Depreciation is provided on the straight-line method/ written down value method over the useful lives of assets
which has been assessed as under the technical advice, taking into account the nature of the asset, the estimated
usage of the asset, the operating conditions of the asset, past history of replacement, maintenance support,
etc., which are different from those prescribed in Schedule II to the Companies Act, 2013 (Act) except for
server and networking (SLM) and furniture and fixtures (WDV) which are same as prescribed in Schedule II to
the Act. Estimated useful lives of assets are as follows:
Notes forming part of the financial statements (Contd.)
present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made.
(s) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly
within 12 months after the end of the period in which the employees render the related service are
recognised in respect of employees' services up to the end of the reporting period and are measured at the
amounts expected to be paid when the liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.
(ii) Other long-term employee benefit obligations
The liabilities for privileged leave and sick leave are not expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service. They are therefore measured
as the present value of expected future payments to be made in respect of services provided by employees
up to the end of the reporting period using the projected unit credit method. The benefits are discounted
using the market yields at the end of the reporting period that have terms approximating to the terms of
the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial
assumptions are recognised in profit or loss. The obligations are presented as current liabilities in the
balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve
months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Company operates the following post-employment schemes:
(a) Defined benefit plans - gratuity and superannuation
(b) Defined contribution plans - provident fund
(a) Gratuity
The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible
employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a
lump sum payment to vested employees at retirement, death or termination of employment, of an
amount based on the respective employee's salary and the tenure of employment.
The liability or asset recognised in the balance sheet in respect of defined benefit pension and
gratuity plans is the present value of the defined benefit obligation at the end of the reporting
period less the fair value of plan assets. The defined benefit obligation is calculated annually by
actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows by reference to market yields at the end of the reporting period on
government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined
benefit obligation and the fair value of plan assets. This cost is included in finance cost in the
Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial
assumptions are recognised in the period in which they occur, directly in other comprehensive
income. They are included in retained earnings in the statement of changes in equity and in the
balance sheet.
Notes forming part of the financial statements (Contd.)
Changes in the present value of the defined benefit obligation resulting from plan amendments or
curtailments are recognised immediately in profit or loss as past service cost.
(b) Superannuation
Superannuation is a benefit to certain employees (depending on the grade/ category of the
employee and completed years of service) per month for each completed year of service.
Defined Contribution Plans
The Company pays provident fund contributions for all employees to publicly administered
provident funds as per local regulations. The Company has no further payment obligations once
the contributions have been paid. The contributions are accounted for as defined contribution
plans and the contributions are recognised as employee benefit expense when they are due.
(t) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax,
from the proceeds.
(u) Earnings per share
(i) Basic Earnings per share
Basic earnings per share is calculated by dividing the net profit for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the financial year.
Earnings considered in ascertaining the Company's earnings per share is the net profit for the period
after deducting any attributable tax thereto for the period. The weighted average number of equity
shares outstanding during the period and for all periods presented is adjusted for events, such as bonus
shares, other than the conversion of potential equity shares that have changed the number of equity
shares outstanding, without a corresponding change in resources.
(ii) Diluted Earnings per share
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable
to equity shareholders and the weighted average number of shares outstanding during the period is
adjusted for the effects of all dilutive potential equity shares.
(v) Rounding of amounts:
All amounts disclosed in the Separate financial statements and notes have been rounded off to the nearest
million as per the requirement of Schedule III, unless otherwise stated.
2. Significant accounting judgements, estimates and assumptions
The preparation of financial statements requires the use of accounting estimates which, by definition, will
seldom equal the actual results. Management also needs to exercise judgement in applying the Company's
accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or
complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions
turning out to be different than those originally assessed.
Notes forming part of the financial statements (Contd.)
Judgements
In the process of applying the Company's accounting policies, Management has made the following
judgements, which have the most significant effect on the amounts recognized in the financial statements:
The Company has received various orders and notices from tax authorities in respect of direct taxes and
indirect taxes. The outcome of these matters may have a material effect on the financial position, results
of operations or cash flows. Management regularly analyzes current information about these matters and
provides provisions for probable contingent losses including the estimate of legal expense to resolve the
matters. In making the decision regarding the need for loss provisions, management considers the degree
of probability of an unfavorable outcome and the ability to make a sufficiently reliable estimate of the
amount of loss. The filing of a suit or formal assertion of a claim against the Company or the disclosure of
any such suit or assertions, does not automatically indicate that a provision of a loss may be appropriate.
Ind-AS 108 Operating Segments requires Management to determine the reportable segments for the
purpose of disclosure in financial statements based on the internal reporting reviewed by Chief Operating
Decision Maker (CODM) to assess performance and allocate resources. The standard also requires
Management to make judgments with respect to aggregation of certain operating segments into one or
more reportable segment.
The Company has determined that the Chief Operating Decision Maker (CODM) is the Board of
Directors (BoD), based on its internal reporting structure and functions of the BoD. Operating segments
used to present segment information are identified based on the internal reports used and reviewed by the
BoD to assess performance and allocate resources.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. The Company based its assumptions and
estimates on parameters available when the financial statements were prepared. Existing circumstances and
assumptions about future developments, however may change due to market changes or circumstances
arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they
occur.
(i) Warranty
The Company generally offers an 18 months warranty for its products. Warranty costs are determined
as a percentage of sales based on the past trends of the costs required to be incurred for repairs,
replacements, material costs and servicing cost. Management estimates the related provision for future
warranty claims based on historical warranty claim information, as well as recent trends that might
suggest that past information may differ from future claims. The assumptions made in current period are
consistent with those in the prior year. As the time value of money is not considered to be material,
warranty provisions are not discounted. Refer note 17 for further information.
Notes forming part of the financial statements (Contd .)
(ii) Gratuity
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial valuation involves making various assumptions
that may differ from actual developments in the future. These include the determination of the discount
rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and
its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date. The parameter most subject to change is the discount
rate. In determining the appropriate discount rate for plans operated in India, the management
considers the interest rates of government bonds in currencies consistent with the currencies of the post-
employment benefit obligation. The mortality rate is based on Indian Assured Lives Mortality (2006-
08) Ultimate. Those mortality tables tend to change only at interval in response to demographic
changes. Future salary increases and gratuity increases are based on expected future inflation rates. For
further details about gratuity obligations are given in note 30.
(iii) Recoverability of trade receivables
Judgements are required in assessing the recoverability of overdue trade receivables and determining
whether a provision against those receivables is required. Factors considered include the credit rating of
the counterparty, the amount and timing of anticipated future payments and any possible actions that
can be taken to mitigate the risk of non-payment. Refer note 34 A for further details.
Notes forming part of the financial statements (Contd.)
Notes forming part of the financial statements (Contd.)
(All amounts are in INR million, unless otherwise stated)
i. Refer to note 29 (b) for disclosure of contractual commitments for the acquisition of property, plant and
equipment.
ii. The borrowing costs capitalised during the year ended December 31, 2018 under buildings and plant and
machinery is ` Nil (December 31, 2017 : 35.49 million). The Company constructed a new manufacturing plant in
the year ended December 31, 2017 and the average rate used to determine the amount of borrowing costs eligible
for capitalisation is 8%.
iii. Leasehold land mainly pertains to manufacturing plant located at Shirwal.
iv. Capital work in progress mainly includes plant and machinery in the process of installation.
v. The additions to capital work in progress are net after considering the transfers to property, plant and equipment.
Gross additions to capital work in progress/ transfers to property, plant and equipment are as follows:
4 Intangible Assets
Computer Copyrights, patents Total
Software and other intellectual
property rights, services
and operating rights
Gross carrying amount as on January 1, 2017 62.38 59.26 121.64
Additions 3.23 - 3.23
Gross carrying amount as on December 31, 2017 65.61 59.26 124.87
Accumulated Amortisation
Balance as at January 1, 2017 45.35 53.07 98.42
Amortisation charge for the year 6.79 1.17 7.96
Closing accumulated depreciation as at 52.14 54.24 106.38
December 31, 2017
Net carrying amount as on December 31, 2017 13.47 5.02 18.49
5 (b) Loans
Non-current As at As at
December 31, 2018 December 31, 2017
Unsecured, considered good
Loans and advances to employees 35.45 36.75
Security deposits 32.42 31.24
Current As at As at
December 31, 2018 December 31, 2017
Unsecured, considered good
Advances to related parties (Refer note 31) 10.45 14.16
Loans and advances to employees 11.98 16.15
Total 22.43 30.31
Notes forming part of the financial statements (Contd.)
6 Trade receivables
As at As at
December 31, 2018 December 31, 2017
Trade receivables 3,035.49 2,755.04
Receivables from related parties (Refer note 31) 405.82 274.14
3,441.31 3,029.18
Less: Provision for liquidated damages (262.41) (231.69)
Less: Allowance for doubtful debts (172.41) (187.49)
Total 3,006.49 2,610.00
Current portion 2,907.15 2,551.11
Non-current portion 99.34 58.89
Transferred receivables
The carrying amounts of the trade receivables includes receivables which have been discounted with banks (with
recourse). The Company has the obligation to pay to the bank in case the customer makes a default in payment.
Hence, the Company has continued to recognise the transferred receivables along with a corresponding liability
of equivalent amount under current borrowings.
9 Inventories
As at As at
December 31, 2018 December 31, 2017
Raw materials 883.39 666.07
Work in progress 1,410.59 1,113.82
Finished goods 542.99 509.16
Stock in trade 139.59 133.65
Stores and spares 46.64 47.87
Loose tools 7.03 5.80
Total 3,030.23 2,476.37
The goods in transit pertaining to raw materials during the year ended December 31, 2018 were ` 62.11 million
(December 31, 2017 ` 3.34 million).
*Others includes advances paid to suppliers which would be subsequently settled against purchases.
12 (a) Deferred tax assets
As at As at
December 31, 2018 December 31, 2017
Deferred tax assets
Provision for compensated absences and gratuity 142.81 141.81
Provision for doubtful debts and advances 73.75 75.62
Others (including allowances on payment basis) 79.40 89.12
295.96 306.55
Deferred tax liabilities
Accelerated depreciation for tax purposes 131.79 125.42
Fair value gains on derivative instruments 2.80 5.35
134.59 130.77
Deferred tax assets (net) 161.37 175.78
Changes in Deferred tax assets/ (liabilities) in Statement of profit and loss [(charged) / credited during the year]
Year Ended
December 31, 2018 December 31, 2017
Provision for compensated absences and gratuity 1.00 7.42
Provision for doubtful debts and advances (1.87) 2.70
Accelerated depreciation for tax purposes (6.37) (13.22)
Fair value of derivative instruments 2.55 (0.99)
Others (9.72) 27.18
Total (14.41) 23.09
Notes forming part of the financial statements (Contd.)
Reconciliation of tax expense and accounting profit multiplied by statutory income tax rate :
As at As at
December 31, 2018 December 31, 2017
Authorised equity share capital :
40,000,000 (December 31, 2017: 40,000,000)
Equity shares of ` 10 each 400.00 400.00
Total 400.00 400.00
Issued, subscribed and paid up :
34,807,844 (December 31, 2017: 34,807,844)
Equity shares of ` 10 each 348.08 348.08
Total 348.08 348.08
(iv) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the
Company
14 Current borrowings
As at As at
December 31, 2018 December 31, 2017
Working capital facilities from banks (secured) 100.14 116.59
Working capital facilities from banks (unsecured) 334.12 -
Payable to banks (in respect of bills discounted) (unsecured) - 9.75
Total 434.26 126.34
Notes forming part of the financial statements (Contd.)
Notes:
1. Packing credit has been obtained by the Company at a concessional rate of interest ranging from 5 - 7%
p.a.
2. Hypothecation of stocks including loose tools, stores and spares, book debts against the Working Capital
Facility - 2 and 3 has been released in full w.e.f. December 17, 2018
Net debt reconciliation
As at As at
December 31, 2018 December 31, 2017
Cash and cash equivalents 119.81 178.21
Liquid investments 1,259.08 674.78
Current borrowings (434.26) (126.34)
Net debt 944.63 726.65
Notes forming part of the financial statements (Contd.)
Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
Based on the information and records available with the Company, the disclosures required pursuant to the
Micro, Small and Medium Enterprises Development Act,2006 ('MSMED ACT'). The Disclosure pursuant to
the said MSMED Act are as follows:
Provision for employee benefits under note 17 (b) includes provision for employee bonus and incentives.
For details of gratuity, superannuation and compensated absences, refer note 30.
Provision for warranty is computed as a percentage of sales based on the past trends observed. The time
value of money is considered to be not material and hence the provisions are not discounted.
Movement in provisions
Provision for warranty Other provision
As at January 1, 2018
Balance at the beginning 81.68 153.92
Charged/(Credited) to profit and loss
Additional provision recognised 70.18 74.70
Unused amounts reversed (46.29) (72.04)
Amounts used during the year (35.39) -
As at December 31, 2018 70.18 156.58
As at As at
December 31, 2018 December 31, 2017
Statutory dues 29.65 12.35
Advances from customers 941.69 499.90
Total 971.34 512.25
Notes forming part of the financial statements (Contd.)
Goods and Service Tax (GST) has been effective from July 1, 2017 replacing excise duty. Until June 30,
2017, 'Sale of products' included the amount of excise duty recovered on sales. With effect from July 1,
2017, 'Sale of products' excludes the amount of GST recovered. 'Sale of products' for the year ended
December 31, 2017 includes Rs. 249.10 million of excise duty collected. Accordingly, 'Sale of products'
for the year ended December 31, 2018 and December 31, 2017 are not comparable to the extent.
20 Other income
Year ended Year ended
December 31, 2018 December 31, 2017
Interest income
- Interest income from financials assets measured 62.89 93.38
at amortised cost
- Others 32.26 19.27
Dividend income from associate 26.09 22.42
Dividend income from subsidiary 43.00 -
Sundry credit balances and provisions no longer required written back 60.90 119.90
Profit on disposal of property, plant and equipment 4.85 -
Net gains on foreign currency transactions and translations - 37.26
Fair value gains in derivative financial instruments 5.13 -
Other income 31.98 23.57
Total 267.10 315.80
25 Finance costs
Year ended Year ended
December 31, 2018 December 31, 2017
Interest on borrowings 21.46 19.41
Net interest expense on defined benefit obligations 16.03 16.07
Total 37.49 35.48
Finance costs amounting to ` Nil (December 31, 2017 : ` 35.49 million) is capitalised in the cost of assets during
the current year. The average rate used to determine the amount of borrowing costs eligible for capitalisation is
8%.
Notes forming part of the financial statements (Contd.)
b) Capital commitments
i) Estimated amount of contracts remaining to be executed on capital account (net of advances) and
not provided for is r` 60.58 million (December 31, 2017 ` 59.81 million)
Notes forming part of the financial statements (contd.)
The Company also has certain defined contribution plans. Contributions are made to provident fund for
employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered
provident fund administered by the government. The obligation of the Company is limited to the amount
contributed and it has no further contractual nor any constructive obligation. The expense recognised
during the period towards defined contribution plan is ` 60.01 million (December 31, 2017 - ` 54.97
million).
B Compensated absences
The leave obligations cover the Company's liability for privilege leave and sick leave. The amount of
provision made during the year is ` 52.63 million (December 31, 2017 - ` 59.34 million).
C Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972.
Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of
gratuity payable on retirement/termination is the employees last drawn basic salary per month computed
proportionately for 15 days to one month's salary multiplied for the number of years of service. The
gratuity plan is a funded plan.
The fund is subject to risks such as asset volatility, changes in bond yields and asset liability mismatch
risk. In managing the plan assets, Board of Trustees reviews and manages these risks associated with the
funded plan. Each year, the Board of Trustees reviews the level of funding in the gratuity plan. Such a
review includes asset - liability matching strategy and investment risk management policy (which includes
contributing to plans that invest in risk averse markets). The Board of Trustees aim to keep annual
contributions relatively stable at a level such that no plan deficits (based on valuation performed) will
arise.
Notes forming part of the financial statements (Contd.)
(All amounts are in INR million, unless otherwise stated)
(I) The amounts recognised in balance sheet and movements in the net benefit obligation over the year are as
follows:
(II) The net liability disclosed above relates to funded plans are as follows :
December 31, 2018 December 31, 2017
Present value of funded obligation 561.18 539.45
Fair value of plan assets (390.39) (341.58)
Deficit 170.79 197.87
Notes forming part of the financial statements (Contd.)
Projected benefits payable from the fund in future years from the date of reporting:
December 31, 2018 December 31, 2017
Less than a year 64.80 67.14
Between 2 to 5 years 232.28 230.37
Between 6 to 10 years 303.74 277.27
More than 10 years 351.73 350.48
Total 952.55 925.26
The weighted duration of the defined benefit obligation is 7 years. (December 31, 2017: 6 years)
D Superannuation
Superannuation is a benefit to certain employees at ` 1000/ 500/ 250 (depending on the grade/ category of the
employee and completed years of service) per year for each completed year of service.
Notes forming part of the financial statements (Contd.)
(I) The amounts recognised in balance sheet and movements in the net benefit obligation over the year are as
follows:
Particulars Present value Fair value of Net amount
of obligation plan assets
January 1, 2017 35.20 (21.96) 13.24
Current service cost 1.77 - 1.77
Interest expense/(income) 2.37 (1.48) 0.89
Total amount recognised in Profit or Loss 4.14 (1.48) 2.66
Return on plan assets - 0.95 0.95
(Gain)/loss from experience changes (1.49) - (1.49)
(Gain)/loss from change in financial assumptions (1.07) - (1.07)
Total amount recognised in Other Comprehensive (2.56) 0.95 (1.61)
Income
Employer contributions - (1.10) (1.10)
Benefits paid (4.55) 4.55 -
December 31, 2017 32.23 (19.04) 13.19
(II) The net liability disclosed above relates to funded plans are as follows:
Particulars December 31, 2018 December 31, 2017
Present value of funded obligation 32.47 32.23
Fair value of plan assets (16.67) (19.04)
Deficit 15.80 13.19
Projected benefits payable from the fund in future years from the date of reporting:
December 31, 2018 December 31, 2017
Less than a year 8.27 11.10
Between 2 to 5 years 18.93 18.20
Between 6 to 10 years 12.61 10.12
More than 10 years 6.82 5.68
Total 46.63 45.10
The weighted duration of the defined benefit obligation is 4 years. (December 31, 2017: 4 years)
(V) The major categories of plan assets are as follows:
December 31, 2018 December 31, 2017
Funds managed by insurer 100% 100%
e. Other Related Parties with whom transactions have taken place during the year (Contd.):
Fellow Subsidiaries:
51 SISTO Armaturen S.A., Luxembourg
52 Shanghai Electric KSB Nuclear Pumps and Valves Co. Ltd., China
53 PT. KSB Sales Indonesia
54 KSB Zambia Limited
55 KSB Pumps and Valves L.t.d., Slovenia
56 KSB Peru S.A.
57 TOO "KSB Kazakhstan"
i. Enterprises over which individuals having significant influence over the reporting enterprise exercise
significant influence
1 The Industrial & Prudential Investment Co. Ltd.
2 New Holding and Trading Company Ltd.
3 Paharpur Cooling Towers Ltd.
Sr. Nature of transactions Name of the party Year ended Year ended
No. December 31, 2018 December 31, 2017
1 Purchase of goods KSB SE & Co. KGaA 113.08 133.63
KSB S.A.S France 27.93 88.64
KSB Nederland B.V. 36.30 39.84
KSB Shanghai Pump Co. Ltd., 1.57 30.2
China
2 Sale of goods KSB SE & Co. KGaA 224.04 460.32
KSB Singapore (Asia Pacific) 69.71 94.43
PTE Ltd.
KSB Middle East FZE, Dubai 118.12 58.96
3 Income from services KSB SE & Co. KGaA 19.22 19.18
KSB Tech. Pvt. Ltd. 9.46 9.89
4 Order cancellation KSB SE & Co. KGaA - 1.56
charges received KSB (Schweiz) AG, Switzerland 0.04 -
KSB Malaysia Pumps & Valves 0.02 -
Sdn. Bhd.
5 Site expenses paid KSB SE & Co. KGaA 3.31 1.32
KSB Australia Pty Limited 0.22 0.57
KSB Taiwan Co.Ltd. - 0.67
KSB S.A.S France 0.50 -
6 Commission income KSB SE & Co. KGaA 7.39 4.53
KSB Service GmbH, Germany 1.43 4.98
7 Commission paid KSB SE & Co. KGaA - 31.45
PT. KSB Sales Indonesia 0.45 -
8 Group service KSB SE & Co. KGaA 48.00 73.97
charges paid
9 Dividend received KSB MIL Controls Ltd. 26.09 22.42
Pofran Sales & Agency Ltd. 43.00 -
10 Charges paid for KSB SE & Co. KGaA 120.86 90.08
technical / KSB Tech. Pvt. Ltd. 11.96 12.43
professional services
Notes forming part of the financial statements (Contd.)
(All amounts are in INR million, unless otherwise stated)
31 Transactions with related parties: (contd.)
(II) Material transactions with related parties (contd.)
Sr. Nature of transactions Name of the party Year ended Year ended
No. December 31, 2018 December 31, 2017
11 Royalty paid KSB SE & Co. KGaA 134.82 91.74
12 Warranty charges paid KSB S.A.S France - 0.74
PT. KSB Sales Indonesia 0.32 -
KSB Malaysia Pumps & Valves 0.13 -
Sdn. Bhd.
13 Rent received KSB MIL Controls Ltd. 1.86 -
Pofran Sales & Agency Ltd. 0.02 0.06
14 Recovery of expenses KSB MIL Controls Ltd. 11.92 13.50
KSB SE & Co. KGaA 2.94 0.05
15 Reimbursement of KSB SE & Co. KGaA 0.55 0.32
expenses KSB Malaysia Pumps & Valves 0.29 -
Sdn. Bhd.
KSB Finanz S.A., Luxembourg 0.37 0.33
KSB Singapore (Asia Pacific) 0.16 0.06
PTE Ltd.
16 Technical knowhow KSB SE & Co. KGaA 2.40 -
17 Group service charges KSB SE & Co. KGaA 55.85 -
written back
18 Remuneration Mr. Rajeev Jain 33.75 31.01
19 Sitting fees paid Mr. G. Swarup 0.29 0.33
Mr. A. R. Broacha 0.20 0.24
Mr. D. N. Damania 0.28 0.32
Mr. Pradip Shah 0.18 0.21
Dr. Stephan Bross 0.18 0.18
Mr. V. K. Viswanathan 0.16 0.08
20 Dividend paid Canadian Kay Pump Ltd. 84.67 77.61
The Industrial & Prudential 42.84 39.27
Investment Co. Ltd.
21 Commission to Mr. G. Swarup 0.60 0.50
Directors Mr. A. R. Broacha 0.60 0.50
Mr. D. N. Damania 0.60 0.50
Mr. Pradip Shah 0.60 0.50
Dr. Stephan Bross 0.60 0.50
Mr. V. K. Viswanathan 0.60 0.50
22 Contribution to post KSB Pumps Employee's 36.07 35.80
employment benefits Gratuity Trust
Grade-O-Castings 2.08 2.10
Employee's Gratuity Trust
KSB Pumps (Core Employee's) - 1.10
Superannuation Trust
Notes forming part of the financial statements (Contd.)
32 Segment reporting
Where a financial report contains both consolidated financial statements and separate financial statements for the
parent, segment information needs to be presented only in case of consolidated financial statements. Accordingly,
segment information has been provided only in the consolidated financial statements.
33 Fair value measurements
All financial assets (except derivative instruments) and financial liabilities (except derivative liabilities) are
measured at amortised cost and derivative instruments are classified as fair value through profit or loss. The fair
value is determined using forward exchange rates at the balance sheet date. The instruments fall under level II of
the fair value hierarchy as per Ind AS 113 Fair Value Measurements. Level II fair values maximise the use of
observable market date and rely as little as possible on entity specific estimates. Significant inputs required to
measure a level II fair value are observable. The fair value of all the instruments measured at amortised cost is not
materially different from the carrying value of such instruments.
34 Financial risk management
The Company's activities exposes it to market risk, liquidity risk and credit risk. In order to minimise any adverse
effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange
forward contracts are taken. This note explains the sources of risk which the entity is exposed to and how the
entity manages the risk.
The Company's risk management is carried out by the Company's treasury department under policies approved
by the board of directors. The board provides written principles for overall risk management, as well as policies
covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial
instruments and non-derivative financial instruments, and investment of excess liquidity.
(A) Credit risk
The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing activities, including deposits with banks and other financial instruments. For banks and other
financial institutions, only high rated banks/ financial institutions are accepted. The balances with banks,
loans given to employees, security deposits are subject to low credit risk and the risk of default is negligible
or nil. Hence, no provision has been created for expected credit loss for credit risk arising from these
financial assets.
I Trade receivables
Credit risk arises from the possibility that customer will not be able to settle their obligations as and
when agreed. To manage this, the Company periodically assesses the financial reliability of
customers, taking into account the financial condition, current economic trends, analysis of
historical bad debts, ageing of accounts receivable and forward looking information. Individual
credit limits are set accordingly.
Movement of provision for doubtful debts:
Provision for doubtful debts as on January 1, 2017 367.90
Change during the year 51.28
Provision for doubtful debts as on December 31, 2017 419.18
Change during the year 15.64
Provision for doubtful debts as on December 31, 2018 434.82
Notes forming part of the financial statements (Contd.)
ii) Sensitivity
The sensitivity of profit and loss to changes in the exchange rates arises mainly from foreign currency
denominated financials instruments:
Impact on profit before tax
December 31, 2018 December 31, 2017
EUR sensitivity
INR/EUR - Increase by 5% (December 31, 2017-5%)* (4.10) (0.76)
INR/EUR - Decrease by 5% (December 31, 2017-5%)* 4.10 0.76
USD sensitivity
INR/USD - Increase by 5% (December 31, 2017-5%)* 4.86 12.76
INR/USD - Decrease by 5% (December 31, 2017-5%)* (4.86) (12.76)
b) Dividends
December 31, 2018 December 31, 2017
(i) Equity shares
Final dividend paid for the year ended
December 31, 2017 of ` 6.00
(December 31, 2016 of ` 5.50) per fully paid share 208.85 191.44
Dividend distribution tax on final dividend 34.09 38.97
(ii) Dividends not recognised at the end of the reporting period
The directors have recommended the payment of a final
dividend of ` 6.00 per fully paid equity share
(December 31, 2017 - ` 6.00). This proposed dividend
is subject to the approval of shareholders in the
ensuing annual general meeting. 208.85 208.85
Dividend distribution tax on final dividend 42.93 34.09
consideration in a foreign currency. The amendment will come into force from April 1, 2018. The Company
is in process of evaluating the effect of this on the financials statements and does not expect any material
impact from the change.
There is no other standards or interpretations that are not yet effective and that would be expected to have a
material impact on the Company in the current or future reporting periods and on foreseeable future
transactions.
38 Previous year's figures have been regrouped / reclassified wherever considered necessary to conform to current
year's classification / disclosure.
financial statements, whether due to fraud or on that date, as considered in the consolidated Ind
error. In making those risk assessments, the AS financial statements. These financial
auditor considers internal financial control information are unaudited and have been
relevant to the Holding Company’s preparation furnished to us by the Management, and our
of the consolidated Ind AS financial statements opinion on the consolidated Ind AS financial
that give a true and fair view, in order to design statements insofar as it relates to the amounts and
audit procedures that are appropriate in the disclosures included in respect of the subsidiary
circumstances. An audit also includes evaluating company and our report in terms of sub-section (3)
the appropriateness of the accounting policies of Section 143 of the Act insofar as it relates to the
used and the reasonableness of the accounting aforesaid subsidiary is based solely on such
estimates made by the Holding Company’s Board unaudited financial information. In our opinion
of Directors, as well as evaluating the overall and according to the information and explanations
presentation of the consolidated Ind AS financial given to us by the Management, these financial
statements. information are not material to the Group.
6. We believe that the audit evidence obtained by us, Our opinion on the consolidated Ind AS financial
other than the unaudited financial information as statements and our report on Other Legal and
certified by the management and referred to in sub Regulatory Requirements below, is not modified in
paragraph 8 of the Other Matter paragraph respect of the above matter with respect to our
below, is sufficient and appropriate to provide a financial information certified by the Management.
basis for our audit opinion on the consolidated
Report on Other Legal and Regulatory Requirements
Ind AS financial statements.
9. As required bySection143(3) of the Act, we report,
Opinion
to the extent applicable, that:
7. In our opinion and to the best of our information
(a) We have sought and obtained all the
and according to the explanations given to us, the
information and explanations which to the
aforesaid consolidated Ind AS financial statements
best of our knowledge and belief were
give the information required by the Act in the
necessary for the purposes of our audit of
manner so required and give a true and fair view in
the aforesaid consolidated Ind AS financial
conformity with the accounting principles
statements.
generally accepted in India of the consolidated
state of affairs of the Group and its associate as at (b) In our opinion, proper books of account as
December 31, 2018 and their consolidated total required by law maintained by the Holding
comprehensive income(comprising of Company and its associate company
consolidated profit and consolidated other incorporated in India including relevant
comprehensive income), their consolidated cash records relating to preparation of the
flows and consolidated changes in equity for the aforesaid consolidated Ind AS financial
year ended on that date. statements have been kept so far as it
appears from our examination of those
Other Matter
books and records of the Holding Company
8. We did not audit the financial information of the and its associate company.
subsidiary whose financial information reflect
(c) The Consolidated Balance Sheet, the
total assets of ` 6.1 million and net assets of ` 6.05
Consolidated Statement of Profit and Loss
million as at December 31, 2018, total revenue of
(including other comprehensive income),
` 2.28 million, total comprehensive income
Consolidated Cash Flow Statement and the
(comprising of profit and other comprehensive
Consolidated Statement of Changes in
income) of ` 1.72 million and net cash flows
Equity dealt with by this Report are in
amounting to ` (4.35) million for the year ended
INDEPENDENT AUDITORS' REPORT (Contd.)
misstatement of the financial statements, whether Inherent Limitations of Internal Financial Controls with
due to fraud or error. reference to financial statements
5. We believe that the audit evidence we have 7. Because of the inherent limitations of internal
obtained is sufficient and appropriate to provide a financial controls with reference to financial
basis for our audit opinion on the Company’s statements, including the possibility of collusion
internal financial controls with reference to or improper management override of controls,
financial statements. material misstatements due to error or fraud may
Meaning of Internal Financial Controls with reference to occur and not be detected. Also, projections of any
evaluation of the internal financial controls with
financial statements
reference to financial statements to future periods
6. A company’s internal financial controls with are subject to the risk that the internal financial
reference to financial statements is a process controls with reference to financial statements
designed to provide reasonable assurance may become inadequate because of changes in
regarding the reliability of financial reporting and conditions, or that the degree of compliance with
the preparation of financial statements for the policies or procedures may deteriorate.
external purposes in accordance with generally
Opinion
accepted accounting principles. A company’s
internal financial controls with reference to 8. In our opinion, the Holding Company and its
financial statements includes those policies and associate company, which are companies
procedures that (1) pertain to the maintenance of incorporated in India, have, in all material
records that, in reasonable detail, accurately and respects, an adequate internal financial controls
fairly reflect the transactions and dispositions of with reference to financial statements and such
the assets of the company; (2) provide reasonable internal financial controls with reference to
assurance that transactions are recorded as financial statements were operating effectively as
necessary to permit preparation of financial at December 31, 2018 based on the internal
statements in accordance with generally accepted control over financial reporting criteria
accounting principles, and that receipts and established by the Company considering the
expenditures of the company are being made only essential components of internal control stated in
i n acc or dance with authoris at ions of the Guidance Note on Audit of Internal Financial
management and directors of the company; and Controls Over Financial Reporting issued by the
(3) provide reasonable assurance regarding Institute of Chartered Accountants of India.
prevention or timely detection of unauthorised
For Price Waterhouse Chartered Accountants LLP
acquisition, use, or disposition of the company’s
Firm Registration Number:012754N/N500016
assets that could have a material effect on the
financial statements.
Neeraj Sharma
Partner
Membership Number 108391
Mumbai , February 27, 2019
Consolidated Balance Sheet as at 31st December, 2018
(All amounts in INR million, unless otherwise stated)
Particulars Notes December December
31, 2018 31, 2017
ASSETS
I. Non-current assets
Property, plant and equipment 3 3,191.94 3,063.50
Capital work-in-progress 3 41.38 40.92
Intangible assets 4 18.66 18.49
Financial assets
(a) Trade receivables 6 99.34 58.89
(b) Investments 5 (a) 597.72 578.05
(c) Loans 5 (b) 67.87 67.99
Assets for current tax (net) 143.07 99.96
Deferred tax assets (net) 12 (a) 65.84 83.61
Other non-current assets 10 210.96 404.19
Total non-current assets 4,436.78 4,415.60
II. Current assets
Inventories 9 3,030.23 2,476.37
Financial assets
(a) Trade receivables 6 2,907.15 2,549.80
(b) Cash and cash equivalents 7 (a) 124.33 187.08
(c) Bank balances other than (b) above 7 (b) 1,262.58 725.66
(d) Loans 5 (b) 22.43 30.31
(e) Other financial assets 8 48.10 21.24
Other current assets 11 667.90 365.79
Total current assets 8,062.72 6,356.25
Total Assets 12,499.50 10,771.85
EQUITY AND LIABILITIES
EQUITY
Equity share capital 13 (a) 348.08 348.08
Other equity 13 (b) 7,229.56 6,756.11
Total Equity 7,577.64 7,104.19
LIABILITIES
I. Non-Current liabilities
Provisions 17 (a) 365.79 373.35
Total non-current liabilities 365.79 373.35
II. Current liabilities
Financial liabilities
(a) Borrowings 14 434.26 126.34
(b) Trade and other payables 15
- Total outstanding dues of micro enterprises 21.30 9.67
and small enterprises
- Total outstanding dues of creditors other 2,155.79 1,767.96
than micro enterprises and small enterprises
(c) Other financial liabilities 16 546.17 372.90
Other current liabilities 18 971.34 512.25
Provisions 17 (b) 412.02 491.29
Current tax liabilities (net) 15.19 13.90
Total current liabilities 4,556.07 3,294.31
Total Liabilities 4,921.86 3,667.66
Total Equity and Liabilities 12,499.50 10,771.85
The accompanying notes are an integral part of these financial statements.
This is the Consolidated Balance Sheet referred to in our report of even date.
For Price Waterhouse Chartered Accountants LLP For and on behalf of
Firm Registration Number: 012754N/N500016 the Board of Directors
Milind Khadilkar G. Swarup
Chief Financial Officer Chairman
Neeraj Sharma R. Narasimhan D. N. Damania
Partner Company Secretary Director
Membership No.: 108391
Rajeev Jain
Mumbai, February 27, 2019 Mumbai , February 27, 2019 Managing Director
Consolidated Statement of Profit and Loss for the year ended 31st December, 2018
Notes
As at January 1, 2017 348.08
Change in equity share capital 13 (a) -
As at December 31, 2017 348.08
Change in equity share capital 13 (a) -
As at December 31, 2018 348.08
B. Other Equity
Cash and cash equivalents at the end of the year 124.33 187.08
Note : Consolidated Statement of cash flows has been prepared under the ‘Indirect Method’ in accordance with ‘Ind-AS
7 : Statement of cash flows’.
The above Consolidated Statement of cash flows should be read in conjunction with the accompanying notes.
This is the Cash Flow Statement referred to in our report of even date.
from the lessor) are charged to consolidated statement of profit and loss on a straight-line basis over the period
of the lease, unless the payments are structured to increase in line with expected general inflation to compensate
for the lessor's expected inflationary cost increase.
(h) Impairment of assets
The management periodically assesses, using external and internal sources, whether there is an indication that
an asset may be impaired. If an asset is impaired, the Group recognises an impairment loss as the excess of the
carrying amount of the asset over the recoverable amount. Recoverable amount is higher of an asset's or cash
generating unit's net selling price and its value in use. Value in use is the present value of estimated future cash
flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. An
impairment loss is reversed to the extent that the asset's carrying amount does not exceed the carrying amount
that would have been determined if no impairment loss had previously been recognised.
(i) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash in hand
and demand deposits with banks that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities
in the balance sheet.
(j) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
(k) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the
year in which they are incurred.
(l) Inventories
Inventories are stated at lower of cost and net realisable value. In determining the cost of raw materials,
components, stores, spares and loose tools the weighted average method is used. Costs of work-in-progress
and manufactured finished products include material costs, labour and factory overheads on the basis of full
absorption costing. Costs of purchased inventories are determined after deducting rebates and discounts. Net
realizable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
(m) Financial assets
(i) Classification
The Group classifies its financial assets in the following measurement categories:
those to be measured subsequently at fair value (either through other comprehensive income, or
through profit or loss), and
those measured at amortised cost.
The classification depends on the entity's business model for managing the financial assets and the
contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income. For investments in debt instruments, this will depend on the business model in
which the investment is held. For investments in equity instruments, this will depend on whether the
Group has made an irrevocable election at the time of initial recognition to account for the equity
investment at fair value through other comprehensive income.
Notes forming part of the Consolidated financial statements (Contd.)
The Group reclassifies debt investments when and only when its business model for managing those
assets changes.
(ii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit
or loss are expensed in profit or loss statement.
Financial assets with embedded derivatives are considered in their entirety when determining whether
their cash flows are solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Group's business model for managing the
asset and the cash flow characteristics of the asset. The Group classifies its debt instruments as follows:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured at amortised cost. A gain or
loss on a debt investment that is subsequently measured at amortised cost and is not part of a
hedging relationship is recognised in profit or loss when the asset is derecognised or impaired.
Interest income from these financial assets is included in other income using the effective interest
rate method.
Equity instruments
The Group subsequently measures equity investment at fair value. The Group's Management elects to
present fair value gains and losses on equity investments in other comprehensive income on an
instrument by instrument basis.
(iii) Impairment of financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its assets
carried at amortised cost. The impairment methodology applied depends on whether there has been a
significant increase in credit risk. Refer note 36 (A) for details of credit risk.
For trade receivables, the Group applies the simplified approach permitted by Ind AS 109 Financial
Instruments, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.
(iv) Derecognition of financial assets
A financial asset is derecognised only when
The Group has transferred the rights to receive cash flows from the financial asset or
retains the contractual rights to receive the cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Group evaluates whether it has transferred substantially all
risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised.
Where the entity has not transferred substantially all risks and rewards of ownership of the financial
asset, the financial asset is not derecognised. Where the entity has neither transferred a financial asset
nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is
derecognised if the Group has not retained control of the financial asset. Where the Group retains
control of the financial asset, the asset is continued to be recognised to the extent of continuing
involvement in the financial asset.
Notes forming part of the Consolidated financial statements (Contd.)
(n) Derivatives
The Group enters into certain derivative contracts to hedge risks which are not designated as hedges. Such
contracts are accounted for at fair value through profit or loss.
(o) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a
legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or
realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on
future events and must be enforceable in the normal course of business and in the event of default, insolvency or
bankruptcy of the Group or the counter party.
(p) Property, plant and equipment
Freehold land is stated at historical cost. All other items of property, plant and equipment are stated at
historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a consolidated asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for
as a consolidated asset is derecognised when replaced. All other repairs and maintenance are charged to profit
or loss during the reporting period in which they are incurred.
Depreciation methods, estimated useful lives and residual value
Depreciation is provided on the straight-line method (SLM)/ written down value (WDV) method over the
useful lives of assets which has been assessed as under the technical advice, taking into account the nature of the
asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement,
maintenance support, etc., which are different from those prescribed in Schedule II to the Companies Act,
2013 (Act) except for server and networking (SLM) and furniture and fixtures (WDV) which are same as
prescribed in Schedule II to the Act. Estimated useful lives of assets are as follows:
Asset Useful life
Buildings 43 to 90 years (WDV)
Plant and machinery 09 to 21 years (SLM)
Vehicles 05 to 11 years (WDV)
Office equipments 10 years (SLM)
Computer equipments 06 years (SLM)
The property, plant and equipment acquired under finance leases is depreciated over the asset's useful life or
over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the Group will
obtain ownership at the end of the lease term. Leasehold land and assets taken on lease are amortized over the
period of the lease.
The asset's residual values and useful lives are reviewed and adjusted if appropriate, at the end of the reporting
period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included
in profit or loss within other income/ other expenses respectively.
Notes forming part of the Consolidated financial statements (Contd.)
about future developments, however may change due to market changes or circumstances arising that are
beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
(i) Warranty
Warranty costs are determined as a percentage of sales based on the past trends of the costs required to
be incurred for repairs, replacements, material costs and servicing cost. Management estimates the
related provision for future warranty claims based on historical warranty claim information, as well as
recent trends that might suggest that past information may differ from future claims. The assumptions
made in current period are consistent with those in the prior year. As the time value of money is not
considered to be material, warranty provisions are not discounted. Refer note 17 for further
information.
(ii) Gratuity
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial valuation involves making various assumptions
that may differ from actual developments in the future. These include the determination of the discount
rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and
its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date. The parameter most subject to change is the discount
rate. In determining the appropriate discount rate for plans operated in India, the management
considers the interest rates of government bonds in currencies consistent with the currencies of the post-
employment benefit obligation. The mortality rate is based on Indian Assured Lives Mortality (2006-
08) Ultimate. Those mortality tables tend to change only at interval in response to demographic
changes. Future salary increases and gratuity increases are based on expected future inflation rates. For
further details about gratuity obligations are given in note 30.
(iii) Recoverability of trade receivables
Judgements are required in assessing the recoverability of overdue trade receivables and determining
whether a provision against those receivables is required. Factors considered include the credit rating of
the counterparty, the amount and timing of anticipated future payments and any possible actions that
can be taken to mitigate the risk of non-payment. Refer note 36 A for further details.
Notes forming part of the Consolidated financial statements (Contd.)
Delhi
Notes forming part of the Consolidated financial statements (Contd.)
(All amounts in INR million, unless otherwise stated)
Notes:
i. Refer to note 29 (b) for disclosure of contractual commitments for the acquisition of property, plant and
equipment.
ii. The borrowing costs capitalised during the year ended December 31, 2018 under buildings and plant and
machinery is ` Nil (December 31, 2017 : 35.49 million). The Company constructed a new manufacturing
plant in the year ended December 31, 2017 and the average rate used to determine the amount of
borrowing costs eligible for capitalisation is 8%.
iii. Leasehold land mainly pertains to manufacturing plant located at Shirwal.
iv. Capital work in progress mainly includes plant and machinery in the process of installation.
v. The additions to capital work in progress are net after considering the transfers to property, plant
and equipment. Gross additions to capital work in progress/ transfers to property, plant and
equipment are as follows:
Capital work in progress
As at As at
December 31, 2018 December 31, 2017
Opening carrying value 40.92 164.95
Additions 504.80 1,057.97
Transfers to Property, Plant and Equipment (504.34) (1,182.00)
Closing carrying value 41.38 40.92
4 Intangible Assets
5 (a) Investments
As at As at
December 31, 2018 December 31, 2017
Investment in associate 597.72 578.05
KSB MIL Controls Ltd. - 735,000 equity shares
(December 31, 2017 - 735,000) equity shares of
` 10 each fully paid
Investment in equity instruments of other entities 0.40 0.40
Mula Pravara Electric Co - operative Society Ltd.
- 15,995 equity shares (December 31, 2017 - 15,995)
equity shares of ` 25 each fully paid
Total 598.12 578.45
Less : Aggregate amount of impairment in the value (0.40) (0.40)
of investments
Total Investments 597.72 578.05
Aggregate amount of quoted investments - -
Aggregate amount of unquoted investments 598.12 578.45
5 (b) Loans
Non-current As at As at
December 31, 2018 December 31, 2017
Unsecured, considered good
Loans and advances to employees 35.45 36.75
Security deposits 32.42 31.24
Unsecured, considered doubtful
Security deposits 5.30 5.30
73.17 73.29
Less: Provision for doubtful security deposits (5.30) (5.30)
Total 67.87 67.99
Current As at As at
December 31, 2018 December 31, 2017
Unsecured, considered good
Advances to related parties (Refer note 31) 10.45 14.16
Loans and advances to employees 11.98 16.15
Total 22.43 30.31
Notes forming part of the Consolidated financial statements (Contd.)
6 Trade receivables
As at As at
December 31, 2018 December 31, 2017
Trade receivables 3,035.49 2,753.78
Receivables from related parties (Refer note 31) 405.82 274.09
3,441.31 3,027.87
As at As at
December 31, 2018 December 31, 2017
Secured, considered good - -
Unsecured, considered good 3,006.49 2,608.69
Doubtful 434.82 419.18
3,441.31 3,027.87
Transferred receivables
The carrying amounts of the trade receivables includes receivables which have been discounted with banks (with
recourse). The Group has the obligation to pay to the bank in case the customer makes a default in payment.
Hence, the Group has continued to recognise the transferred receivables along with a corresponding liability of
equivalent amount under current borrowings.
As at As at
December 31, 2018 December 31, 2017
Total transferred receivables - 9.75
Corresponding borrowings against receivables discounted - 9.75
Notes forming part of the Consolidated financial statements (Contd.)
9 Inventories
As at As at
December 31, 2018 December 31, 2017
Raw materials 883.39 666.07
Work in progress 1,410.59 1,113.82
Finished goods 542.99 509.16
Stock-in-trade 139.59 133.65
Stores and spares 46.64 47.87
Loose tools 7.03 5.80
Total 3,030.23 2,476.37
The goods in transit pertaining to raw materials during the year ended December 31, 2018 were ` 62.11 million
(December 31, 2017 ` 3.34 million).
Notes forming part of the Consolidated financial statements (Contd.)
Others*
Considered good 216.60 200.88
Considered doubtful 11.59 11.59
228.19 212.47
Less: Provision for doubtful loans and advances (11.59) (11.59)
216.60 200.88
Total 667.90 365.79
*Others includes advances paid to suppliers which would be subsequently settled against purchases.
Notes forming part of the Consolidated financial statements (Contd.)
As at As at
December 31, 2018 December 31, 2017
Deferred tax assets
Provision for compensated absences and gratuity 142.81 141.81
Provision for doubtful debts and advances 73.75 75.62
Others (including allowances on payment basis) 79.40 89.12
295.96 306.55
Deferred tax liabilities
Accelerated depreciation for tax purposes 131.79 125.42
Fair value gains on derivative instruments 2.80 5.35
Unremitted earnings of associate 95.53 92.17
230.12 222.94
Deferred tax assets (net) 65.84 83.61
Changes in Deferred tax assets/ (liabilities) in Consolidated Statement of profit and loss [(charged)/ credited
during the year]
Year Ended
December 31, 2018 December 31, 2017
Provision for compensated absences and gratuity 1.00 7.42
Provision for doubtful debts and advances (1.87) 2.70
Accelerated depreciation for tax purposes (6.37) (13.22)
Fair value of derivative instruments 2.55 (0.99)
Others (9.72) 27.18
Total (14.41) 23.09
Reconciliation of tax expense and accounting profit multiplied by statutory income tax rate :
Year ended Year ended
December 31, 2018 December 31, 2017
Accounting profit before tax (after share of profit 1,092.66 1,079.33
of associate)
Tax at statutory income tax rate of 34.944% 381.82 373.53
(2017: 34.61%)
Tax effect of amounts which are not deductible (taxable)
in calculating taxable income
- Donations 2.80 2.61
- Other items 6.31 (4.15)
Adjustments for current-tax of prior periods 1.29 16.50
Share of profit of associate (15.09) (17.92)
Difference in tax rates (0.54) (0.09)
Income tax expense 376.59 370.48
(iii) Shares held by holding Company/ ultimate holding Company and/ or their subsidiaries/ associates
As at As at
December 31, 2018 December 31, 2017
Canadian Kay Pump Ltd. 14,110,848 14,110,848
(iv) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the
Company
Name of the shareholder As at December 31, 2018 As at December 31, 2017
% holding No. of shares % holding No. of shares
Canadian Kay Pump Ltd. 40.54% 14,110,848 40.54% 14,110,848
The Industrial & Prudential Investment 20.51% 7,140,000 20.51% 7,140,000
Co. Ltd.
Reliance Capital Trustee Company Ltd. 6.89% 2,396,693 7.24% 2,520,693
(held in Reliance Infrastructure Fund and
Reliance Tax Saver (ELSS) Fund)
14 Current borrowings
As at As at
December 31, 2018 December 31, 2017
Working capital facilities from banks (secured) 100.14 116.59
Working capital facilities from banks (unsecured) 334.12 -
Payable to banks (against bills discounted) (unsecured) - 9.75
Total 434.26 126.34
Notes:
1. Packing credit has been obtained by the Company at a concessional rate of interest ranging from 5-7% p.a.
2. Hypothecation of stocks including loose tools, stores and spares, book debts against the Working Capital
Facility - 2 and 3 has been released in full w.e.f. December 17, 2018.
Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
Based on the information and records available with the Group, the disclosures required pursuant to the Micro,
Small and Medium Enterprises Development Act,2006 (‘MSMED ACT’). The Disclosure pursuant to the said
MSMED Act are as follows:
Provision for employee benefits under note 17 (b) includes provision for employee bonus and incentives. For
details of gratuity, superannuation and compensated absences, refer note 30.
Provision for warranty is computed as a percentage of sales based on the past trends observed. The time value of
money is considered to be not material and hence the provisions are not discounted.
Movement in provisions
Provision for warranty Other provisions
As at January 1, 2018 81.68 153.92
Balance at the beginning
Charged/(Credited) to profit and loss
Additional provision recognised 70.18 74.70
Unused amounts reversed (46.29) (72.04)
Amounts used during the year (35.39) -
As at December 31,2018 70.18 156.58
Goods and Service Tax (GST) has been effective from July 1, 2017 replacing excise duty. Until June 30, 2017,
‘Sale of products’ included the amount of excise duty recovered on sales. With effect from July 1, 2017, ‘Sale of
products’ excludes the amount of GST recovered. ‘Sale of products’ for the year ended December 31, 2017
includes ` 249.10 million of excise duty collected. Accordingly, ‘Sale of products’ for the year ended December
31, 2018 and December 31, 2017 are not comparable to the extent.
20 Other income
Year ended Year ended
December 31, 2018 December 31, 2017
Interest income
- Interest income from financials assets measured at 63.86 96.86
amortised cost
- Others 32.26 19.27
Sundry credit balances and provisions no longer required written back 62.21 119.90
Profit on disposal of property, plant and equipment 4.85 -
Net gains on foreign currency transactions and translations - 37.26
Fair value gains on derivatives not designated as hedges 5.13 -
Other income 31.98 23.57
Total 200.29 296.86
25 Finance costs
Year ended Year ended
December 31, 2018 December 31, 2017
Interest on borrowings 21.50 19.41
Net interest expense on defined benefit obligations 16.03 16.07
Total 37.53 35.48
Finance costs amounting to ` Nil (December 31, 2017 : ` 35.49 million) is capitalised in the cost of assets during
the current year. The average rate used to determine the amount of borrowing costs eligible for capitalisation is
8%.
27 Other expenses
Year ended Year ended
December 31, 2018 December 31, 2017
Processing and machining charges 525.83 483.37
Stores consumed 198.46 183.85
Tools consumed 78.96 60.18
Water, power and fuel 229.96 211.30
Rent 7.57 7.62
Excise duty relating to increase / (decrease) in finished goods stock - (16.00)
Rates and taxes 11.09 45.50
Repairs and maintenance
- Buildings 8.14 6.78
- Machinery 63.42 66.80
- Others 129.09 93.74
Travelling and conveyance 87.68 75.24
Packing and forwarding charges 306.98 272.59
(Net of recoveries - ` 47.62 million; previous year - ` 66.94 million)
Export selling agents 0.45 31.45
Other selling agents 27.26 20.84
Group service charges 48.00 73.97
Royalty charges 136.35 92.59
Liquidated damages 40.57 37.57
Expenditure on Corporate Social Responsibility 16.00 20.10
Fair value loss on derivatives not designated as hedges - 9.71
Legal and professional fees 40.21 33.77
Net losses on foreign currency transactions and translations 22.20 -
Loss on sale/disposal/write off of property, plant and equipment (net) - 3.43
Other computer services 92.66 85.71
Advertisements, catalogues, other advertising 55.01 57.08
Miscellaneous expenses 331.02 293.56
Total 2,456.91 2,250.75
The fund is subject to risks such as asset volatility, changes in bond yields and asset liability mismatch risk. In
managing the plan assets, Board of Trustees reviews and manages these risks associated with the funded plan.
Each year, the Board of Trustees reviews the level of funding in the gratuity plan. Such a review includes asset -
liability matching strategy and investment risk management policy (which includes contributing to plans that
invest in risk averse markets). The Board of Trustees aim to keep annual contributions relatively stable at a level
such that no plan deficits (based on valuation performed) will arise.
(I) The amounts recognised in balance sheet and movements in the net benefit obligation over the year are as
follows :
Particulars Present value of Fair value of Net amount
obligation plan assets
January 1, 2017 552.01 (327.03) 224.98
Current service cost 28.69 - 28.69
Interest expense/(income) 37.24 (22.06) 15.18
Total amount recognised in profit and loss 65.93 (22.06) 43.87
Return on plan assets - (2.72) (2.72)
(Gain)/loss from experience changes (2.04) - (2.04)
(Gain)/loss from change in financial (28.32) - (28.32)
assumptions
Total amount recognised in other (30.36) (2.72) (33.08)
comprehensive income
Employer contributions - (37.90) (37.90)
Benefits paid (48.13) 48.13 -
December 31, 2017 539.45 (341.58) 197.87
(II) The net liability disclosed above relates to funded plans are as follows:
Particulars December 31, 2018 December 31, 2017
Present value of funded obligation 561.18 539.45
Fair value of plan assets (390.39) (341.58)
Deficit 170.79 197.87
Projected benefits payable from the fund in future years from the date of reporting:
December 31, 2018 December 31, 2017
Less than a year 64.80 67.14
Between 2 to 5 years 232.28 230.37
Between 6 to 10 years 303.74 277.27
More than 10 years 351.73 350.48
Total 952.55 925.26
The weighted duration of the defined benefit obligation is 7 years. (December 31, 2017: 6 years)
D Superannuation
Superannuation is a benefit to certain employees at ` 1000/ 500/ 250 (depending on the grade/
category of the employee and completed years of service) per year for each completed year of service.
(I) The amounts recognised in balance sheet and movements in the net benefit obligation over the year
are as follows :
Particulars Present value of Fair value of Net amount
obligation plan assets
January 1, 2017 35.20 (21.96) 13.24
Current service cost 1.77 - 1.77
Interest expense/(income) 2.37 (1.48) 0.89
Total amount recognised in profit and loss 4.14 (1.48) 2.66
Return on plan assets - 0.95 0.95
(Gain)/loss from experience changes (1.49) - (1.49)
(Gain)/loss from change in financial (1.07) - (1.07)
assumptions
Total amount recognised in other (2.56) (0.95) (1.61)
comprehensive income
Employer contributions - (1.10) (1.10)
Benefits paid (4.55) 4.55 -
December 31, 2017 32.23 (19.04) 13.19
(II) The net liability disclosed above relates to funded plans are as follows :
Particulars December 31, 2018 December 31, 2017
Present value of funded obligation 32.47 32.23
Fair value of plan assets (16.67) (19.04)
Deficit 15.80 13.19
Projected benefits payable from the fund in future years from the date of reporting:
December 31, 2018 December 31, 2017
Less than a year 8.27 11.10
Between 2 to 5 years 18.93 18.20
Between 6 to 10 years 12.61 10.12
More than 10 years 6.82 5.68
Total 46.63 45.10
The weighted duration of the defined benefit obligation is 4 years. (December 31, 2017: 4 years)
d. Other Related Parties with whom transactions have taken place during the year (Contd):
Fellow Subsidiaries:
26 Bombas ITUR S.A., Spain
27 KSB TESMA S.A., Griechenland
28 KSB Tech. Pvt. Ltd., India
29 GIW Industries Inc., USA
30 KSB Middle East FZE, Dubai
31 KSB Pumpy + Armatury spol. sr. o, Czech
32 KSB Service LLC UAE
33 KSB Pompy i Armatura Sp. z o.o., Poland
34 KSB Compania Sudamericana De Bombas S.A., Argentina
35 KSB Malaysia Pumps & Valves Sdn. Bhd.
36 KSB Finanz S.A., Luxembourg
37 KSB AMV SA Spain
38 KSB Mork AB , Sweden
39 KSB Pompes ET Robintteries Sarl, Morocco
40 KSB Service GmbH, Germany
41 KSB Pumps Inc., Canada
42 KSB New Zealand
43 KSB OOO, Russia
44 KSB Valvulas Ltda. Brazil
45 AMRI Inc., USA
46 KSB Vietnam Company Ltd.
47 KSB Philippines
48 KSB Colombia SAS
49 KSB (Schweiz) AG, Switzerland
50 KSB Valves (Changzhou) Co.,Ltd., China
51 SISTO Armaturen S.A., Luxembourg
52 Shanghai Electric KSB Nuclear Pumps and Valves Co. Ltd., China
53 PT. KSB Sales Indonesia
54 KSB Zambia Limited
55 KSB Pumps and Valves L.t.d., Slovenia
56 KSB Peru S.A.
57 TOO "KSB Kazakhstan"
Notes forming part of the Consolidated financial statements (Contd.)
Sr. Nature of transactions Name of the party Year ended Year ended
No. December 31, 2018 December 31, 2017
12 Warranty charges paid KSB S.A.S France - 0.74
PT. KSB Sales Indonesia 0.32 -
KSB Malaysia Pumps & 0.13 -
Valves Sdn. Bhd.
13 Rent received KSB MIL Controls Ltd. 1.86 -
14 Recovery of expenses KSB MIL Controls Ltd. 11.92 13.50
KSB SE & Co. KGaA 2.94 0.05
15 Reimbursement of KSB SE & Co. KGaA 0.55 0.32
expenses KSB Malaysia Pumps & 0.29 -
Valves Sdn. Bhd.
KSB Finanz S.A., 0.37 0.33
Luxembourg
KSB Singapore 0.16 0.06
(Asia Pacific) PTE Ltd.
16 Technical knowhow KSB SE & Co. KGaA 2.40 -
17 Group service charges KSB SE & Co. KGaA 55.85 -
written back
18 Remuneration Mr. Rajeev Jain 33.75 31.01
19 Sitting fees paid Mr. G. Swarup 0.29 0.33
Mr. A. R. Broacha 0.20 0.24
Mr. D. N. Damania 0.28 0.32
Mr. Pradip Shah 0.18 0.21
Dr. Stephan Bross 0.18 0.18
Mr. V. K. Viswanathan 0.16 0.08
20 Dividend paid Canadian Kay Pump Ltd. 84.67 77.61
The Industrial & Prudential 42.84 39.27
Investment Co. Ltd.
21 Commission to Mr. G. Swarup 0.60 0.50
Directors Mr. A. R. Broacha 0.60 0.50
Mr. D. N. Damania 0.60 0.50
Mr. Pradip Shah 0.60 0.50
Dr. Stephan Bross 0.60 0.50
Mr. V. K. Viswanathan 0.60 0.50
22 Contribution to post KSB Pumps Employee’s 36.07 35.80
employment benefits Gratuity Trust
Grade-O-Castings 2.08 2.10
Employee’s Gratuity Trust
KSB Pumps - 1.10
(Core Employee’s)
Superannuation Trust
Notes forming part of the Consolidated financial statements (Contd.)
32 Segment reporting
(A) Description of segments and principal activities
1 Pumps segment includes manufacturing / trading of all types of pumps like industrial pumps,
submersible pumps, effluent treatment pumps, etc. and spares and services in respect thereof.
2 Valves segment consists basically manufacturing and trading of industrial valves and spares and
services in respect thereof.
3 “Others“ represents manufacture of castings.
(B) Segment revenue and Segment profit
Year ended December 31, 2018 Year ended December 31, 2017
Pumps Valves Others Total Pumps Valves Others Total
Segment revenue
Total segment revenue 9,153.85 1,781.79 728.60 11,664.24 8,079.49 1,614.21 743.15 10,436.85
Inter segment revenue - (16.13) (717.45) (733.58) - (10.74) (733.64) (744.38)
Revenue from external 9,153.85 1,765.66 11.15 10,930.66 8,079.49 1,603.47 9.51 9,692.47
customers
Segment profit 955.64 127.93 (19.75) 1,063.82 953.51 87.00 (7.82) 1,032.69
Share of net profit of 43.17 51.78
associate accounted for
using the equity method
Unallocated corporate (72.92) (85.79)
expenses
Finance cost (37.53) (35.48)
Interest income 96.12 116.13
(E) Cost incurred during the period to acquire segment property, plant and equipment
As at As at
December 31, 2018 December 31, 2017
Cost incurred during the period to acquire
segment property, plant and equipment
Pumps 487.75 1,047.59
Valves 32.53 24.84
Others 7.42 12.82
Particulars Net Assets i.e. total assets minus Share in profit or loss
total liabilities
As % of Amount As % of Amount
consolidated net (` In Million) consolidated (` In Million)
assets profit or loss
Parent
KSB Limited (formerly known as
KSB Pumps Limited)
December 31, 2018 92.03% 6,973.88 93.92% 681.11
December 31, 2017 91.07% 6,469.98 92.40% 677.33
Subsidiary - Indian
Pofran Sales and Agency Limited
December 31, 2018 0.08% 6.04 0.24% 1.73
December 31, 2017 0.79% 56.16 0.33% 2.42
Associate - Indian (Investment
as per equity method)
KSB MIL Controls Ltd.
(previously MIL Controls Ltd.)
December 31, 2018 7.89% 597.72 5.84% 42.39
December 31, 2017 8.14% 578.05 7.27% 53.28
December 31, 2018 Total 100.00 7,577.64 100.00 725.23
37 Capital management
a) Risk management
The Group’s objectives when managing capital are to safeguard their ability to continue as a going
concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders,
and maintain an optimal capital structure to reduce the cost of capital. For the purpose of the Group’s
capital management, capital includes issued equity capital and all other equity reserves attributable to the
equity holders of the parent. The primary objective of the Group’s capital management is to maximise the
shareholders value. The Group manages its capital structure and makes adjustments in light of changes in
economic conditions and the requirements of the financial covenants.
No changes were made in the objectives, policies or processes for managing capital during the years ended
December 31, 2018 and December 31, 2017.
Net debt to equity ratio
December 31, 2018 December 31, 2017
Net debt 309.93 -
Total equity 7,577.64 7,104.19
Net debt to equity ratio 4.09% -
b) Dividends
December 31, 2018 December 31, 2017
(i) Equity shares
Final dividend for the year ended December
31, 2017 of ` 6.00 (December 31, 2016 of ` 5.50)
per fully paid share 208.85 191.44
Dividend distribution tax on final dividend 34.09 38.97
(ii) Dividends not recognised at the end of the
reporting period
The directors have recommended the payment of
a final dividend of ` 6.00 per fully paid equity
share (December 31, 2017 - ` 6.00). This
proposed dividend is subject to the approval of
shareholders in the ensuing annual general
meeting. 208.85 208.85
Dividend distribution tax on final dividend 42.93 34.09
38 The list of standards issued but not yet effective:
Following are the pronouncements which have been issued by the Ministry of the Corporate Affairs (‘MCA’)
that are effective from annual periods beginning on and after April 1, 2018 and are applicable to the Group from
next year:
a) Ind AS 115 - Revenue from Contract with Customers
The standard deals with revenue recognition and establishes principles for reporting useful information
to users of financials statements about the nature, amount, timing, and uncertainty of revenue and cash
flows arising from the Group’s contracts with customers. It defines a new five step model to recognise
revenue from customer contracts.
Notes forming part of the Consolidated financial statements (Contd.)
Revenue is recognised when a customer obtains control of the goods or receive services and thus has the ability to direct
the use and obtain the benefits from the goods or services. The standard supersedes Ind AS 18 ‘Revenue’
and Ind AS 11 ‘Construction Contracts’ and related interpretations. Adoption of Ind AS 115 is not
expected to have a significant impact on the timing and measurement of revenue. Consistent with the
current practice, recognition of revenue will continue to occur over time when services are provided to
customers, which is also when the customers consumes the benefits of the entity’s performance as it
occurs under Ind AS 115. The Group is in process of evaluating the effect of this on the financials
statements and does not expect any material impact from the change.
b) Ind AS 12 - Income Taxes
The amendments clarify the accounting for deferred taxes on unrealised loss, where an asset is measured
at fair value and the fair value is below assets tax base. A temporary difference exists whenever the
carrying amount of an asset is less than its tax base at the end of the reporting period. The amendment
will come into force from April 1, 2018. The Group is in process of evaluating the effect of this on the
financials statements and does not expect any material impact from the change.
c) Ind AS 21 - Foreign currency transactions and advance consideration
The amendments clarify the date of the transaction for the purpose of determining the exchange rate to
use an initial recognition of the related asset, expense or income, when an entity has received or paid
advance consideration in a foreign currency. The amendment will come into force from April 1, 2018.
The Group is in process of evaluating the effect of this on the financials statements and does not expect
any material impact from the change.
There is no other standards or interpretations that are not yet effective and that would be expected to
have a material impact on the Group in the current or future reporting periods and on foreseeable future
transactions.
39 Events occurring after the reporting period
Refer to note 37 (b) (ii) for the final dividend recommended by the directors which is subject to the approval of
shareholders in the ensuing general meeting.
40 Previous year’s figures have been regrouped / reclassified wherever necessary to conform to current year’s
classification / disclosure.
Notes:
(a) Proxies, in order to be effective must be received by the Company not less than 48 hours before the time of the meeting.
(b) A proxy need not be a member.
(c) It is optional to indicate vote preference. If ‘FOR’ or ‘AGAINST’ columns are left blank against any/all resolutions, then the proxy
will be entitled to vote in the manner as he/she may deem fit.
(d) Shareholders’ grievance cell email - [email protected]
KSB LIMITED (Formerly Known as KSB PUMPS LIMITED)
CIN: L29120MH1960PLC011635
Registered Office: 126, Maker Chambers-III, Nariman Point, Mumbai - 400 021
Phone: 022-66588787 Fax: 022 66588788 Website: www.ksbindia.co.in email:[email protected]
BALLOT FORM
Place:
Date:
____________________
Signature of Member