MIRA INFORM REPORT

Report No. :	347756
Report Date :	29.10.2015

IDENTIFICATION DETAILS

Name :	K S B PUMPS LIMITED
Registered Office :	126, Maker Chambers – III, Nariman Point, Mumbai – 400021, Maharashtra
Tel. No.:	91-20-27101000
Country :	India
Financials (as on) :	31.12.2014
Date of Incorporation :	11.04.1960
Com. Reg. No.:	11-011635
Capital Investment / Paid-up Capital :	Rs.34.080 Million
CIN No.: [Company Identification No.]	L29120MH1960PLC011635
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	MUMK11971B
PAN No.: [Permanent Account No.]	AAACK5918J
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	The subject is engaged in the business of manufacture of power driven pumps and industrial valves
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Aa (79)

RATING		STATUS	PROPOSED CREDIT LINE
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large

Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject was established in the year 1960 and it is the fourth largest player in the Indian industrial pumps and valves business. The company manufactures a wide range of pumps used in the power, oil & gas and other industries. For the financial year ended December 2014, company has reported 10.94% sales turnover growth as compared to previous sales turnover and it has maintained sound profitability margins at 7.88% during the year under a review. Rating takes into account of company’s relatively strong and established market position backed by its well-diversified product portfolio spanning the entire pumps and valves industry along with technological support from parent KSB AG, Germany a leading player in the global pump business. Rating also takes into account of its healthy financial profile supported by adequate net worth base along with favorable debt coverage indicators and sound liquidity position. Rating strength is partially offset by company‘s vulnerability to the ferrous and nonferrous commodity cycles, increasing competition from established local and MNC players and demand cyclicality that is characteristic to most of its end-user industries. Trade relations are reported as fair. Payments are reported to be regular and as per commitment. In view of aforesaid, the company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Long Term Fund Based Limits : AA
Rating Explanation	High degree of safety and very low credit risk.
Date	13.10.2015

Rating Agency Name	ICRA
Rating	Short Term Fund Based = A1+
Rating Explanation	Very strong degree of safety and carry lowest credit risk.
Date	13.10.2015

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2015.

INFORMATION DENIED BY

Name :	Mr. Nitin Kulkarni
Designation :	Assistant Manager
Contact No.:	91-20-27101000
Date :	29.10.2015

LOCATIONS

Registered Office :	126, Maker Chambers – III, Nariman Point, Mumbai – 400021, Maharashtra
Tel. No.:	91-20-27101000/ 22-66588787
Fax No.:	91- 22-66588788
E-Mail :	mamehta@ksb.co.in mitra.parchure@ksb.com narasimhan.raghu@ksb.com nitinkulkarni@ksb.com
Website :	www.ksbindia.co.in
ZONAL OFFICES :
North :	· Noida · Chandigarh · Jaipur · Lucknow
East :	· Kolkata · Bhubaneshwar · Jamshedpur · Raipur
West :	· Mumbai · Ahmedabad · Aurangabad · Baroda · Indore · Nagpur · Pune
South :	· Chennai · Bangalore · Secunderabad
Factory 1 :	Pimpri, Pune - 411018, Maharashtra, India
Factory 2 :	D II Block, MIDC, Chinchwad, Pune - 411019, Maharashtra, India
Factory 3 :	Vambori, District Ahmednagar - 413704, Maharashtra, India
Factory 4 :	Plot No. E3 and E4, MIDC, Sinnar (Malegaon), Nashik - 422103, Maharashtra, India
Factory 5 :	151, Mettupalayam Road, NSN Palayam, Coimbatore - 641031, Tamilnadu, India

DIRECTORS

AS ON 31.12.2014

Name :	Mr. G. Swarup
Designation :	Chairman
Name :	W. Spiegel
Designation :	Managing Director
Date of Birth/ Age :	61 Years
Qualification	Graduate Mechanical Engineer
Experience :	47 Years
Date of Appointment :	01.01.2002
Name :	Mr. A.R. Broacha
Designation :	Director
Name :	Mr. D.N. Damania
Designation :	Director
Name :	Mr. N.N. Kampani
Designation :	Director
Name :	Mr. Pradip Shah
Designation :	Director
Name :	Dr. Stephan Bross
Designation :	Director
Name :	Mr. V.K. Viswanathan
Designation :	Director
Name :	Ms. S.F. Motwani
Designation :	Director
Name :	Mr. W. Stegmuller
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Nitin Kulkarni
Designation :	Assistant Manager

SHAREHOLDING PATTERN

AS ON 30.09.2015

Category of Shareholder	Total No. of Shares		Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	153458		0.44
Bodies Corporate	8850000		25.43
Sub Total	9003458		25.87
(2) Foreign
Bodies Corporate	14110848		40.54
Sub Total	14110848		40.54
Total shareholding of Promoter and Promoter Group (A)	23114306		66.41
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	4402208		12.65
Financial Institutions / Banks	3500		0.01
Insurance Companies	816642		2.35
Foreign Institutional Investors	80763		0.23
Any Others (Specify)	935973		2.69
Others	1000		0.00
Foreign Portfolio Investments Corporation	934973		2.69
Sub Total	6239086		17.92
(2) Non-Institutions
Bodies Corporate	1362397		3.91
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 million	3201638		9.20
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	601000		1.73
Any Others (Specify)	289417		0.83
Clearing Members	23653		0.07
Non Resident Indians	132761		0.38
Hindu Undivided Families	97787		0.28
Trusts	1016		0.00
Directors & their Relatives & Friends	34200		0.10
Sub Total	5454452		15.67
Total Public shareholding (B)	11693538		33.59
Total (A)+(B)	34807844		100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0		0.00
(1)	0		0.00
(2)	0	0.00		0.00
Sub Total	0	0.00		0.00
Total (A)+(B)+(C)	34807844	0.00		100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl.No.	Name of the Shareholder	Details of Shares held		Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	THE INDUSTRIAL AND PRUDENTIAL INVESTMENT COMPANY LIMITED	71,40,000	20.51	20.51
2	PAHARPUR COOLING TOWERS LIMITED	14,50,000	4.17	4.17
3	NEW HOLDING AND TRADING COMPANY LIMITED	2,60,000	0.75	0.75
4	VIKRAM SWARUP	60,400	0.17	0.17
5	VIKRAM SWARUP	40,000	0.11	0.11
6	GAURAV SWARUP	34,000	0.10	0.10
7	BINDU V SWARUP	16,000	0.05	0.05
8	PARUL SWARUP	3,058	0.01	0.01
9	CANADIAN KAY PUMP LIMITED	1,41,10,848	40.54	40.54
	Total	2,31,14,306	66.41	66.41

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	RELIANCE CAPITAL TRUSTEE CO LIMITED - A/C RELIANCE TAX SAVER (ELSS) FUND	1277625	3.67	3.67
2	RELIANCE CAPITAL TRUSTEE CO LIMITED - A/C RELIANCE DIVERSIFIED POWER SECTOR FUND	1290530	3.71	3.71
3	THYSSENKRUPP INDUSTRIES INDIA PRIVATE LIMITED	1080000	3.10	3.10
4	BAJAJ ALLIANZ LIFE INSURANCE COMPANY LIMITED	816642	2.35	2.35
5	PINEBRIDGE INVESTMENTS ASIA L LIMITED A/C PINEBRIDGE INVESTMENTS GF MAURITIUS LIMITED	847934	2.44	2.44
	Total	5312731	15.26	15.26

BUSINESS DETAILS

Line of Business :	The subject is engaged in the business of manufacture of power driven pumps and industrial valves
Products :	· Power Driven Pumps · Industrial Valves.
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

No. of Employees :

Information declined by the management

Bankers :

• Central Bank of India
• Deutsche Bank AG
• Standard Chartered Bank

Facilities :

(Rs. In Million)

SECURED LOAN	As on 31.12.2014	As on 31.12.2013
SHORT TERM BORROWINGS
Loans Repayable on Demand
Working Capital Facilities from banks (Secured)	243.790	31.850
Total	243.790	31.850

Note:

Particulars	Nature of security	As on 31.12.2014	As on 31.12.2013
Working Capital Facility -1	Pledge of Fixed Deposits of Rs.10 Million (previous year Rs.90 Million)	0.000	0.210
Working Capital Facility -2	Pledge of Fixed Deposits of Rs. 433.760 Million (Previous year Rs.433.76 Million) and hypothecation of stocks including Loose tools, stores and spares, book debts.	51.540	31.640
Working Capital Facility -3	Hypothecation of stocks including loose tools, stores and spares, book debts.	192.250	0.000
Total		243.790	31.850

Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Cost Auditors :
Name :	Dhananjay V. Joshi and Associates Cost Accountants
Collaborators :	KSB Aktiengesellschaft, Germany
Memberships :	Not Available
Collaborators :	Not Available
Controlling Company :	· KSB AG · Canadian Kay Pump Limited · Klein Pumpen GmbH
Subsidiary Company :	Pofran Sales and Agency Limited

CAPITAL STRUCTURE

AS ON 31.12.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
40000000	Equity Shares	Rs.10/- each	Rs.400.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
34807844	Equity Shares	Rs.10/- each	Rs.348.080 Million

(i) Reconciliation of the no. of shares outstanding at the beginning and at the end of the year:

	31.12.2014
No. of shares outstanding at the beginning	Number of shares	Rs. in Millions
- Equity shares	34807844	348.080
Add: Additional shares issued
- Equity shares (Bonus issue)	--	--
Less: Shares forfeited/Bought back
- Equity shares	--	--
No. of shares outstanding at the end
- Equity shares	34807844	348.080

(ii) The company has only one class of shares referred to as equity shares having a par value of Rs.10/-. Each

Shareholder of equity shares is entitled to one vote per share.

(iii) Aggregate number of equity shares allotted as fully paid up by way of bonus shares for the period of five years immediately preceding the Balance Sheet date - 17,403,922 (Previous Year - 17,403,922)

iv) Number of shares held by each shareholder holding more than 5% shares in the company are as follows:

Particulars	31.12.2014
	Number of shares	% of shares held
Canadian Kay Pump Limited	14110848	40.54
The Industrial and Prudential Investment Company Limited	7140000	20.51
Reliance Capital Trustee Company Limited (held in Reliance Infrastructure Fund and Reliance Tax Saver (ELSS) Fund)	2549881	7.33

v) The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amount exists currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.12.2014	31.12.2013	31.12.2012
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	348.080	348.080	348.080
(b) Reserves & Surplus	4708.860	4284.390	3910.790
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	5056.940	4632.470	4258.870
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	66.670	60.440	56.040
(d) long-term provisions	295.900	232.680	227.650
Total Non-current Liabilities (3)	362.570	293.120	283.690
(4) Current Liabilities
(a) Short term borrowings	243.790	31.850	168.520
(b) Trade payables	1537.250	1297.620	1121.730
(c) Other current liabilities	1076.910	960.030	942.930
(d) Short-term provisions	344.310	291.280	346.470
Total Current Liabilities (4)	3202.260	2580.780	2579.650
TOTAL	8621.770	7506.370	7122.210
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1896.300	1795.440	1566.740
(ii) Intangible Assets	11.820	17.030	17.900
(iii) Capital work-in-progress	99.570	82.420	267.060
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	63.150	63.150	63.560
(c) Deferred tax assets (net)	100.220	77.750	74.580
(d) Long-term Loan and Advances	548.490	564.750	486.960
(e) Other Non-current assets	0.000	0.000	8.610
Total Non-Current Assets	2719.550	2600.540	2485.410
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	2017.720	1833.020	1935.350
(c) Trade receivables	1780.060	1260.160	1453.080
(d) Cash and cash equivalents	1720.780	1546.340	1002.070
(e) Short-term loans and advances	325.350	232.810	218.680
(f) Other current assets	58.310	33.500	27.620
Total Current Assets	5902.220	4905.830	4636.800
TOTAL	8621.770	7506.370	7122.210

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.12.2014	31.12.2013	31.12.2012
	SALES
	Income	8016.990	7313.430	7137.680
	Other Income	275.170	161.550	181.140
	TOTAL (A)	8292.160	7474.980	7318.820
Less	EXPENSES
	Cost of Materials Consumed	3681.940	3107.190	3415.150
	Purchases of Stock-in-Trade	330.350	293.560	108.170
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	(196.910)	42.570	58.100
	Employees benefits expense	1270.370	1100.600	1036.300
	Other expenses	1951.760	1774.380	1615.510
	Expenditure transferred to capital account	(13.570)	(10.600)	(8.780)
	TOTAL (B)	7023.940	6307.700	6224.450
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	1268.220	1167.280	1094.370
Less	FINANCIAL EXPENSES (D)	21.470	25.940	52.400
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	1246.750	1141.340	1041.970
Less/ Add	DEPRECIATION/ AMORTISATION (F)	275.540	265.290	235.390
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	971.210	876.050	806.580
Less	TAX (H)	654.190	597.590	226.420
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)	317.020	278.460	580.160
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD (K)	3261.860	2949.260	2651.161
Less	APPROPRIATIONS
	Interim Dividend	0.000	34.810	191.450
	Proposed Dividend	191.440	156.640	0.000
	Tax on Interim Dividend	0.000	5.920	31.060
	Tax on Proposed Dividend	38.280	26.620	0.000
	General Reserve	66.000	61.000	60.000
	Balance Carried to the B/S (J+K+L-M)	3916.050	3261.860	2949.260
	EARNINGS IN FOREIGN CURRENCY
	Exports at FOB value	1210.070	1067.490	700.690
	Recovery of packing and forwarding charges	5.750	5.440	3.770
	Service charges	16.340	18.330	18.800
	Technical services	15.870	13.470	11.470
	Commission	27.020	30.160	35.590
	Others	0.330	1.810	13.050
	TOTAL EARNINGS	1275.380	1136.700	783.370
	IMPORTS
	Raw Materials	26.569	130.370	201.650
	Components and Stores parts	1.430	4.970	5.420
	Capital Goods	119.490	39.580	44.140
	Items imported for resale	84.520	73.100	89.790
	TOTAL IMPORTS	232.009	248.020	341.000
	Earnings / (Loss) Per Share (Rs.)	18.79	17.17	16.67

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.12.2014	31.12.2013	31.12.2012
Current Maturities of Long term debt	NA	NA	NA
Cash generated from operations	644.670	1388.360	1455.790
Net cash flows from (used in) operating activities	344.750	1045.170	1246.380

QUARTERLY RESULTS

Particulars	1st Quarter	2nd Quarter	3rd Quarter	4th Quarter
Net Sales	1988.900	2300.900	1892.700	2001.100
Total Expenditure	1718.600	2122.900	1771.000	1782.800
PBIDT (Excl OI)	270.300	178.000	121.700	218.300
Other Income	80.400	55.200	52.000	160.600
Operating Profit	350.700	233.200	173.700	378.900
Interest	12.500	4.000	7.900	6.000
Exceptional Items	NA	NA	NA	NA
PBDT	338.200	229.200	165.800	372.900
Depreciation	69.100	71.200	69.300	69.700
Profit Before Tax	269.100	158.000	96.500	303.200
Tax	90.400	58.300	32.400	81.000
Provisions and contingencies	NA	NA	NA	NA
Profit After Tax	178.700	99.700	64.100	222.200
Extraordinary Items	NA	NA	NA	NA
Prior Period Expenses	NA	NA	NA	NA
Other Adjustments	NA	NA	NA	NA
Net Profit	178.700	99.700	64.100	222.200

KEY RATIOS

PARTICULARS		31.12.2014	31.12.2013	31.12.2012
Net Profit Margin (PAT / Sales)	(%)	3.95	3.81	8.13
Operating Profit Margin (PBIDT/Sales)	(%)	15.82	15.96	15.33
Return on Total Assets (PBT/Total Assets}	(%)	11.62	12.03	12.01
Return on Investment (ROI) (PBT/Networth)		0.19	0.19	0.19
Debt Equity Ratio (Total Debt /Networth)		0.05	0.01	0.04
Current Ratio (Current Asset/Current Liability)		1.84	1.90	1.80

STOCK PRICES

Face Value	Rs.10.00/-
Market Value	Rs.600.00/-

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.12.2012	31.12.2013	31.12.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	348.080	348.080	348.080
Reserves & Surplus	3910.790	4284.390	4708.860
Net worth	4258.870	4632.470	5056.940
long-term borrowings	0.000	0.000	0.000
Short term borrowings	168.520	31.850	243.790
Total borrowings	168.520	31.850	243.790
Debt/Equity ratio	0.040	0.007	0.048

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.12.2012	31.12.2013	31.12.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	7137.680	7313.430	8016.990
		2.462	9.620

NET PROFIT MARGIN

Net Profit Margin	31.12.2012	31.12.2013	31.12.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	7137.680	7313.430	8016.990
Profit	580.160	278.460	317.020
	8.13%	3.81%	3.95%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	Yes
8	Designation of contact person	Yes
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	No
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	Yes
33	Market information	--
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

LITIGATION DETAILS

HIGH COURT OF BOMBAY

CASE DETAILS

BENCH: BOMBAY

Presentation Date: 23.01.2015

Lodging No: ITXAL/77/2015 Filing Date: 23.01.2015 Reg. No.: ITXA/461/2015 Reg. Date: 07.05.2015

Petitioner: THE COMMISSIONER OF INCOME TAX TDS Respondent: KSB PUMPS LTD

Petn. Adv : SHAM V WALVE (I3200)

DISTRICT: PUNE

Bench: DIVISION

Status: Pre-Admission Category: TAX APPEALS

Next Date: 21/11/2015 Stage: FOR REJECTION (ORIGINAL SIDE

MATTERS)

Coram: ACCORDING TO SITTING LIST

ACCORDING TO SITTING LIST

Act: Income Tax Act, 1961 Under Section: 260A

COMPANY OVERVIEW:

Products:

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.

OPERATIONS:

The Company has factories at the following places:

A) Irrigation and Process Pumps Division (I.P.D.) at Pimpri Manufacturing of submersible pumps, vertical and horizontal pumps, series and non-series pumps, multistage pumps, chemical process pumps, non-clog pumps and water pumps.

B) Power Projects Division (P.P.D.) at Chinchwad Manufacturing of primary heat transfer pumps, moderator pumps, main boiler feed pumps and multistage condense extraction pumps, re-heater drain pumps and auxiliary boiler feed pumps.

C) Foundry Division at Vambori Manufacturing of steel and iron castings including for captive consumption.

D) Coimbatore Unit Manufacturing of valves (Globe, Gate, Check, Butterfly & Ball valves).

E) Nasik Unit (Sinnar) Established in 1995, this unit is engaged in the manufacture of high pressure and submersible pumps.

GENERAL REVIEW:

(i) Working:

During the year, 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 2014. Hence, situation of heavy pressure on margin continued in the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INTRODUCTION:

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:

In the year 2014, the global growth continued to remain moderate, with an uneven recovery across industrial countries. Recovery in USA has broadened on the back of strong domestic consumption, rising investment and industrial activity.

In the Euro area, headwinds from recessionary forces continue to weaken industrial production and investment sentiment. China had subdued industrial activity. In India, agricultural activity was muted during the year. Industrial activity has been broad based. However, continued contraction in consumer goods production

underscored the persistent weakness in consumption demand.

Retail inflation has softened due to declining oil price, weak domestic demand and softer commodity prices. Easing inflationary pressures strengthened the impact of comfortable liquidity conditions on market interest rates.

The narrowing of the trade deficit, due to positive export growth and contraction in both oil and non-oil imports, should bring the current account deficit down to a more sustainable level for the fiscal year as a whole.

PUMPS and VALVES INDUSTRIES

Global sales revenue growth in the machinery sector was around 3.3%. In contrast, growth within the pump and valve industry was subdued. In some regions, there was positive business momentum from a revival in project activity in the energy sector and in the waste and waste water sector. In India, activities in energy sector ontinued to remain subdued during the year along with lack of demand in agricultural sector and building construction sector.

OPPORTUNITIES AND THREATS

With India’s ever growing requirements of energy and capacity addition planned by the Government; though demand is subdued at the moment, there exists substantial opportunity for future growth as the Company’s products are geared up for this sector. With the globalisation, new international players are making a thrust in the

Indian market by creation of additional manufacturing capacities. This would result in further intensification of competition leading to price pressures

OUTLOOK

The company expects the market for pumps and services to grow moderately. The market for valves is expected to be sluggish, primarily due to poor demand from the power sector. Company is taking effective steps to improve operational efficiency to maintain the earnings.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30^TH JUNE, 2015

(Rs. In Million)

Particulars	3 Months Ended (Unaudited)	Preceding 3 Months Ended (Unaudited)	Year Ended (Unaudited)
	30.06.2015	31.03.2015	31.03.2015
1. Income from operations
a) Net sales/ Income from operation (net of excise duty)	1985.400	1881.700	3867.100
b) Other operating income	15.700	11.000	26.700
Total income from Operations(net)	2001.100	1892.700	3893.800
2.Expenditure
a) Cost of material consumed	821.900	920.500	1742.400
b) Purchases of stock in trade	76.200	65.600	141.800
c) Changes in inventories of finished goods, work-in-progress and stock-in-trade	74.300	(44.400)	29.900
d) Employees benefit expenses	317.600	333.600	6512.200
e) Depreciation and amortization expenses	69.700	69.300	139.000
f) Other expenditure	492.800	495.700	988.500
Total expenses	1852.500	1840.300	3692.800
3. Profit from operations before other income and financial costs	148.600	52.400	201.000
4. Other income	160.600	52.000	212.600
5. Profit from ordinary activities before finance costs	309.200	104.400	413.600
6. Finance costs	6.000	7.900	13.900
7. Net profit/(loss) from ordinary activities after finance costs but before exceptional items	303.200	96.500	399.700
8. Exceptional item	--	--	--
9. Profit from ordinary activities before tax Expense:	303.200	96.500	399.700
10.Tax expenses	81.000	32.400	113.400
11.Net Profit / (Loss) from ordinary activities after tax (9-10)	222.200	64.100	286.300
12.Extraordinary Items (net of tax expense)	--	--	--
13.Net Profit / (Loss) for the period (11 -12)	222.200	64.100	286.300
14.Paid-up equity share capital (Nominal value Rs.10/- per share)	348.100	348.100	348.100
15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year	--	--	--
16.i) Earnings per share (before extraordinary items) of Rs.10/- each) (not annualised):
(a) Basic	6.38	1.84	8.23
(b) Diluted	6.38	1.84	8.23

Particulars	3 Months Ended (Unaudited)	Preceding 3 Months Ended (Unaudited)	Year Ended (Unaudited)
	30.06.2015	31.03.2015	31.03.2015
A. Particulars of shareholding
1. Public Shareholding
- Number of shares	11693539	11693539	11693538
- Percentage of shareholding	33.59	33.59	33.59
2. Promoters and Promoters group Shareholding-
a) Pledged /Encumbered
Number of shares			-
Percentage of shares (as a % of total shareholding of the promoter and promoter group)			-
Percentage of shares (as a % of total share capital of the company)			-
b) Non Encumbered
Number of shares	23114306	23114306	23114306
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	100.00%	100.00%	100.00%
Percentage of shares (as a % of total share capital of the company)	66.41	66.41	66.41
B. Investor Complaints
Pending at the beginning of the quarter	-	-	-
Receiving during the quarter	10	10	10
Disposed of during the quarter	10	10	10
Remaining unreserved at the end of the quarter	-	-	-

UNAUDITED SEGMENT WIE REVENUE, RESULTS AND CAPITAL EMPLOYED

(Rs. In Million)

Particulars	3 Months Ended (Unaudited)	Preceding 3 Months Ended (Unaudited)	Year Ended (Unaudited)
	30.06.2015	31.03.2015	31.03.2015
1. Segment Revenue
a. Pumps	1628.700	1548.200	3176.900
b. Valves	355.500	332.100	687.600
c. Others	138.600	147.400	286.000
Total	2122.800	2027.700	4150.500
Less : Inter Segment Revenue	137.400	146.000	283.400
Net Sales	1985.400	1881.700	3867.100
2. Segment Result (Profit before Interest and Tax)
a. Pumps	196.400	91.100	287.500
b. Valves	19.600	(2.300)	17.300
c. Others	(4.200)	(4.400)	(8.600)
Total	211.800	84.400	296.200
Add : Interest	6.000	7.900	13.900
Other un-allocable expenditure net off un-allocable expenditure	97.400	20.000	117.400
Profit before Tax	303.200	96.500	399.700
3. Capital Employed
a. Pumps	2163.400	2174.500	2163.400
b. Valves	708.300	798.700	708.300
c. Others	706.900	664.700	706.900
Total	3578.600	3637.900	3578.600

STATEMENT OF ASSETS AND LIABILITIES AS AT 30TH JUNE, 2014

Particulars		Half Year Ended 30.06.2014
A. EQUITY AND LIABILITIES		[Unaudited]
1. Shareholders’ Funds
a] Share Capital		348.100
b] Reserves and Surplus		5002.600
Sub-total – Shareholders’ funds		5350.700
2. Non-current Liabilities
a] Long term Borrowings		0.000
b] Deferred Tax Liabilities		0.000
c] Other current liabilities		67.000
d] Long term provisions		292.500
Sub-total - Non-current Liabilities		359.500
3. Current Liabilities
a] Short term Borrowings		70.400
b] Trade Payables		1375.200
c] Other Current Liabilities		959.300
d] Short Term Provision		188.100
Sub-total - Current Liabilities		2593.000
TOTAL - EQUITY AND LIABILITIES		8303.200
B ASSETS
1. Non-current assets
a] Fixed assets		2005.300
b] Non-current investment		63.100
c] Deferred tax assets		112.900
d] long Term loans and Advances		544.200
Sub-total – Non- current assets		2725.500
2. CURRENT ASSETS
	Current Investments	0.000
	Inventories	1946.600
	Trade Receivables	1560.300
	Cash & Bank Balances	1645.900
	Short Term loans and advances	338.800
	Other Current Assets	86.100
Sub-total – Current Assets		5577.700
TOTAL – ASSETS		8303.200

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	90163701	27/09/2011 *	1,967,500,000.00	CENTRAL BANK OF INDIA	CORPORATE FINANCE BRANCH, MG ROAD, MUMBAI, MAHARASHTRA - 400023, INDIA	B23205172

* Date of charge modification

CONTINGENT LIABILITIES:

(Rs. in million)

Particulars	31.12.2014	31.12.2013
(a) Claims against the Company not acknowledged as debts	150.900	10.990
(b) Taxation matters in dispute pending at various stages of appeal	465.700	63.200
(c) Bills Discounted/ Cheques purchased with banks	137.100	35.250
(d) Excise matters	1206.900	75.460
(e) Guarantees given by the bankers on behalf of the Company	1061.700	1186.380
Total	156.480	21.370

FIXED ASSETS

Tangible Assets

· Land

· Buildings

· Plant and Equipment

· Furniture and Fixtures

· Vehicles

· Office equipment

· Development of Property

Intangible Assets

· Computer software

· Copyrights, patents and other intellectual property rights, services and operating rights

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.65.04
UK Pound	1	Rs.99.58
Euro	1	Rs.71.75

INFORMATION DETAILS

Information Gathered by :	DIP
Analysis Done by :	KAR
Report Prepared by :	GEET

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	9
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	9
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILITY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		74

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.