The Board of Directors have pleasure to submit the report and audited financial statements of the Company for the year ended 31st December, 2022.
FINANCIAL RESULTS AND DIVIDEND Financial Results (Standalone):
|Year ended December 31, 2022||Year ended December 31, 2021|
|Revenue from operations and Other Income||18,673.78||15,336.68|
|Pro t before tax||2,406.86||1,972.79|
|Income tax expense|
|Total tax expense||614.17||506.77|
|Pro t for the year||1,792.69||1,466.02|
|Other comprehensive income||(67.77)||6.39|
|Total comprehensive income||1,724.92||1,472.41|
|Opening balance of retained earnings||8204.25||7,027.71|
|Pro t for the year||1792.69||1,466.02|
|Dividend paid (including tax thereon)||(435.10)||(295.87)|
|Other comprehensive income recognised directly in retained earnings||(67.77)||6.39|
|Total retained earnings||9,494.07||8,204.25|
The Company does not propose to transfer any amount to its Reserves for the year under review. During the year under review there was no change in the share capital of the Company.
The Board of Directors propose a dividend of 15 per share of Rs 10 each (150 %).
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 Companys website at: www.ksbindia.co.in
The Financial year 2022 posed challenges on account of cyber security attack, supply chain issues due to global geo political situation. Inspite of all these challenges, the Company managed to keep the impact on the operations and business activities to minimum. The Companys plants across locations have performed well despite of multi-pronged challenges. During the year, an additional shed in Sinnar plant is set up, mechanical seal test facility for nuclear business was set up, localising the seal, opening of our own Liaison officein Bangladesh, opening of new branch o ces in Guwahati and Patna, development in new products like the Aqua series, the API products, pumps for Pulp and Paper and also pumps for re ghting applications . The highlight being the bagging of prestigious NPCIL order for Kaiga 5 & 6 project.
Export reduced by Rs 474 Million from Rs 3,025 Million last year to Rs 2,551 Million mainly due to impact of Russo-Ukrainian war and geopolitical conditions.
The Company continues with its efforts to maintain growth even during the continued challenges.
Rea rmation for the Long Term rating (Fund based) [ICRA] AA+ (stable) and Short Term Rating [ICRA] A1+ assigned for the Line of Credit of the Company continues during the year 2022. This rea rms the high reputation and the trust Company has earned for its sound financial management and its ability to meet financial obligations. Below Credit Ratings are obtained during past 3 years:
|Year||Amount (Rs in Million)||Rating|
|2021||25,000.00||Long Term AA+, Short Term A1+|
|2020||25,000.00||Long Term AA+, Short Term A1+|
|2019||12,000.00||Long Term AA+, Short Term A1+|
The Company does not have any debt instruments, xed deposit program or any scheme for mobilization of funds and accordingly it has not obtained any credit ratings during the financial year for these purposes.
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 Rs 5,17,000 being unclaimed dividends up to the year 31st December, 2014, were transferred to the Investor Education and Protection Fund established by the Central Government.
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 Investors Education and Protection Fund (IEPF). Accordingly, during the year Company has transferred 7,966 equity shares to the IEPF. The details of equity shares transferred are available on the Companys 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, 2022.
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 Companys 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, 2022 have been placed on the website of the Company viz. www.ksbindia.co.in and are available for inspection at the registered officeof the Company. The Company will also make available these documents electronically 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 AND SUSTAINABILITY REPORT Annexed to this report as Annexure IV. ANNUAL RETURN
In accordance with the provisions of the Act, the Annual Return of the Company for the year ended 2022 is hosted on 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 arms 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/ rms/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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the stakeholders to bring to the attention of the management, the concerns about behaviours employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said policy are included in the report on Corporate Governance. RISK MANAGEMENT
The Company has laid down procedures and informed the Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Risk Management Committee monitors the risks and their mitigation actions.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant or material order passed during the year by any regulators, courts or tribunals impacting the going concern status of the Company or its future operations. The Company has not led any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2022.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, to redress complaints received regarding sexual harassment. The Company has in place a policy in line with the requirements of the said Act. During the year, nil complaint with allegations of sexual harassment was received by the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Gaurav Swarup retires by rotation and is eligible for reappointment. The Board recommends the re-appointment.
Ms. Sharmila Barua Roychowdhury will be completing her present term as Independent Director of the Company on 29th September, 2023. On the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on 23rd February, 2023, subject to the approval of shareholders by special resolution, has recommended re-appointment of Ms. Sharmila Barua Roychowdhury as Independent Director of the Company for a further term of ve years effective from 30th September, 2023. Ms. Sharmila Barua Roychowdhury has furnished declarations to the Company required under the Act and Listing Regulations confirming that she continues to meet the criteria prescribed for Independent Directors.
Mr. Milind Khadilkar retired as Chief Financial Officer and Key Managerial Personnel of the Company from the closure of business hours on 31st December, 2022. The Board expresses its sincere appreciation for the valuable services provided by him during his tenure as Chief Financial Officer. The Board of Directors, on recommendation of the Nomination and Remuneration Committee and Audit committee, appointed Mr. Mahesh Bhave as Chief Financial Officer and Key Managerial Personnel of the Company effective from 1st January, 2023. Pursuant to Mr. Mahesh Bhaves appointment as Chief Financial Officer, he has resigned from his responsibilities as Company Secretary from the closure of business hours on 31st December, 2022. The Board of Directors, on recommendation of the Nomination and Remuneration Committee and Audit committee, appointed Ms. Shraddha Kavathekar as Company Secretary and Key Managerial Personnel of the Company effective from 1st January, 2023.
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, 2022, ve meetings of the Board were held. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy on Directors appointment and remuneration including criteria for determining quali cations, positive attributes, independence of Director, and other matters forms part of report on Corporate Governance. The detailed policy is available on the Companys 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.
The Company has ve 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
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; (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 a airs 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, will be available electronically for inspection by members on all working days (Monday to Friday) between 10.00 a.m. and 12.00 noon upto Thursday, 11th May, 2023, being the date of the 63rd AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished electronically on such request.
Pursuant to provisions of Section 139 of the Act and Rules thereunder, M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016) were appointed as Statutory Auditors of the Company for a term of ve years, to hold officefrom the conclusion of
62nd Annual General Meeting, until the conclusion of 67th 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 2022 does not contain any quali cation, reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2022.
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 2023 at a remuneration as mentioned in the Notice convening the 63rd Annual General Meeting and the same is recommended for your consideration and rati cation. The Cost Audit Report for financial year 2021 which was due to be led with the Ministry of Corporate A airs before 29th June, 2022, was led on 26th May, 2022 and it did not contain any quali cation, reservation, adverse remark or disclaimer.
Pursuant to provisions of Section 204 of the Act and Rules thereunder, the Secretarial Audit Report for financial year 2022 issued by Secretarial Auditors, M/s Mehta and Mehta Associates, Company Secretaries is annexed to this report as Annexure VI and it does not contain any quali cation, reservation, adverse remark or disclaimer except the self explanatory comments. SECRETARIAL STANDARDS
During the year 2022, the Company has generally 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.
The Board of Directors are grateful to Canadian Kay Pump Ltd., the main shareholder, and to KSB SE & Co. KGaA, Germany, the Companys collaborators, for their valuable assistance and support. They wish to record their appreciation for the co-operation and support of the Companys shareholders, bankers and all employees including the workers, sta and management and all others concerned with the Companys business.
|On behalf of the Board of Directors|
|Mumbai, 23rd February, 2023|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS