30 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:44 PM
KSB Pumps Ltd.

BSE

  • 733.00 32.90 (4.7%)
  • Vol: 2671
  • BSE Code: 500249
  • PREV. CLOSE
    700.10
  • OPEN PRICE
    710.75
  • BID PRICE (QTY.)
    728.00(3)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 726.45 0.00 (0%)
  • Vol: 54245
  • NSE Code: KSBPUMPS
  • PREV. CLOSE
    726.45
  • OPEN PRICE
    711.90
  • BID PRICE (QTY.)
    726.45(247)
  • OFFER PRICE (QTY.)
    0.00(0)

KSB Pumps Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Company’s philosophy of Corporate Governance

The Company aims at conducting its business efficiently, by following professionally acknowledged good governance policies, thus meeting its obligations to all stakeholders in a balanced and accountable manner.

2. Board of Directors

(a) Composition

The Board of Directors comprises of ten directors, of whom one is Managing Director. The office of Managing Director is held by a nominee of Canadian Kay Pump Ltd., the Company’s main shareholder.

(b) There are no inter-se relationships between the Board members.

(c) Number of shares held by Non-Executive Directors

 (d) Weblink of familiarisation programme for Independent Directors is www.ksbindia.co.in.

3. Committees of the Board:

A. Audit Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the Listing Regulations and the Act.

ii. Details of Audit Committee Meetings held during the year under review Meetings were held on 20th February, 2015, 22nd April, 2015, 24th July, 2015 and 4th November, 2015.

Managing Director, Chief Financial Officer, Internal Auditors and Statutory Auditors are invitees to the meeting. The Company Secretary of the Company acts as the Secretary to the Committee.

B. Nomination and Remuneration Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the Listing Regulations and the Act.

ii. Details of Nomination and Remuneration Committee Meetings held during the year under review Meetings were held on 24th July, 2015 and 4th November, 2015.

iii. Remuneration Policy

Remuneration Policy of the Company aims at recommending and reviewing the remuneration to Managing Director, Non-Executive Directors and Key Managerial Personnel of the Company and is based on evaluation criteria such as industry benchmarks, company’s annual performance & its strategy, expertise, talent and meritocracy including criteria for determining qualification, positive attributes, independence of a director etc.

iv. Annual evaluation of Board, Committees and individual Directors

Pursuant to the provisions of the Act, Listing Regulations and the above guidelines, the Board of Directors/ Independent Directors/ Nomination & Remuneration Committee (“NRC”) (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation are presented to the NRC and the Board of Directors (as applicable).

Directors express their satisfaction with the evaluation process.

C. Corporate Social Responsibility Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under Listing Regulations and the Act.

ii. Composition, Name of Members and Chairperson

iii. Details of Corporate Social Responsibility Committee meeting held during the year under review Meeting was held on 29th June, 2015.

D. Stakeholders’ Relationship Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the Listing Regulations and the Act.

ii. Details of Stakeholders’ Relationship Committee Meeting held during the year under review

Meeting was held on 4th November, 2015.

iii. Compliance Officer is Mr. R. Narasimhan, Company Secretary.

iv. Grievances

During the year under review 44 grievances were received. All the grievances have been resolved to the satisfaction of the shareholders.

E. Share Transfer Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the Listing Regulations and the Act.

ii. Details of Share Transfer Committee meetings held during the year under review Meetings were held on 22nd January, 2015, 23rd April, 2015, 7th May, 2015, 10th June, 2015 and 28th August, 2015.

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 determine the performance linked bonus from year to year.

5. Means of Communication

i. Quarterly Results :Published in the newspapers every quarter

ii. Newspapers wherein results normally published :i. The Economic Times ii. Maharashtra Times

iii. Any website, where results are displayed :www.ksbindia.co.in  

iv. Whether it also displays official news releases :Yes

v. The presentations made to institutional investors or to the analysts :No presentation has been made during the year

6. General Shareholder Information

AGM: Date, Time and Venue

26th April, 2016 at 2.00 p.m. at Bajaj Bhavan, Ground Floor (Kamalnayan Bajaj Hall), 226, Nariman Point, Mumbai 400 021

Financial Year

The financial year under review covers the period 1st January, 2015 to 31st December, 2015

Date of Book Closure

16th April, 2016 to 26th April, 2016 (both days inclusive)

Dividend Payment date

17th May, 2016 onwards

Listing on Stock Exchanges

1. BSE Limited, Mumbai

2. National Stock Exchange of India Limited (NSE).

The Company has paid the listing fees for the period 1st April, 2015 to 31st March, 2016

Stock Code

1. BSE : 500249

2. NSE : KSBPUMPS

3. ISIN : INE999A01015

Performance in comparison to broadbased indices such as BSE Sensex, CRISIL index etc.

The performance of the Company’s share relative to the BSE sensitive index is given in Annexure ‘ B’

Registrar and Transfer Agent

Link Intime India Pvt. Ltd.

Share Transfer System

All the transfers received are processed by the Registrar and Transfer Agent. To facilitate prompt services to the shareholders, the Company Secretary is authorised to approve transfers and transmission not exceeding 300 shares per folio per occasion.

These are processed on a fortnightly basis. Consolidation, sub-division of shares and issue of duplicate share certificates are approved by the Share Transfer Committee/Board of Directors.

Distribution of Shareholding and Share holding pattern as on 31st December, 2015

Please see Annexure ‘C’.

Dematerialisation of shares and liquidity

98.88% of the Paid-up Capital has been dematerialised as on 31st December, 2015

Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments conversion date and likely impact on equity

Not issued

Plant Locations

 The Company’s plants are located at Pimpri, Chinchwad, Vambori, Coimbatore and Nashik

Address for correspondence

Shareholders should address correspondence to:

Link Intime India Pvt. Ltd.

C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W),

Phone: 022-25946970 E-mail: rnt.helpdesk@linkintime.co.in  

8. Disclosures

A. Pursuant to requirements of Listing Regulations the Company has adopted the policy determining material subsidiaries and the policy on related party transactions and the said policies are available on the Company’s website at www.ksbindia.co.in.

B. Disclosure on Material Related Party Transactions

i. Disclosures on materially significant related party transactions that may have potential conflict with the interests of the company at large.

b. Related party transactions

Normal trade transactions, sales commission agreement for exports and license and technical collaboration agreements are being entered into with KSB AG, Germany and other group companies from time to time. Further, remuneration is paid to directors, dividend is paid on shares held by directors, etc. Full disclosures on related party transactions, as per the Accounting Standard 18 issued by the Institute of Chartered Accountants of India, is given under Note 36 of the financial statements.

C. Details of non-compliance, penalties and strictures imposed on the Company by the Stock Exchanges/ SEBI/ Statutory Authorities on matters relating to capital markets during the last three years.

The Company has complied with the requirements of regulatory authorities on capital markets and no penalties/strictures have been imposed against it in the last three years.

D. Board Disclosures - 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.

E. Whistle Blower Policy

The Whistle Blower Policy has been adopted to provide appropriate avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour, by using the mechanism provided in the Policy. We affirm that no director or employee has been denied access to the Chairman of the Audit Committee during financial year 2015.

9. NON-MANDATORY REQUIREMENTS

The Board has taken cognizance of the non-mandatory requirements of Regulation 27 of the Listing Regulations and shall consider adopting the same at an appropriate time.

The Company has complied with corporate governance requirements specified in regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

On behalf of the Board of Directors

G. SWARUP

Chairman

Mumbai, 18th February, 2016