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Notes to Accounts of Amtek Auto Ltd.

Mar 31, 2016

Note No: 1. Rights, preferences and restrictions attached to Shares

Equity Shares: The Company currently has Issued equity shares having a par value of Rs 2/- per share. Each shareholder is eligible to one vote per share held. The Company declares and pays dividends in Indian rupees. The dividend, if proposed by the Board of Directors, is subject to the approval of the shareholders in the Annual General Meeting. In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

NOTE NO : 2. NOTES TO ACCOUNTS

The Previous year figures have been regrouped / reclassified, wherever considered necessary to conform to the current period presentation.

Particulars of Securities:-

Term Debts from Financial Institutions/Banks are secured by way of mortgage of company''s all Immovable Properties ranking pari passu intersex and hypothecation of whole of the Company''s Movable Properties including Plant & Machinery, Machinery spares, tools and accessories and personal guarantee of one of the directors of the company.

Note No: 3.

Previous year figures being for 12 months are not comparable with the figures of current period.

Note No. 4. Related party Disclosure

In accordance with the requirements of Accounting Standard (AS-18) the names of the related parties where control exists and /or with whom transactions have taken place during the period and description of relationships as identified and certified by the management are as hereunder:

A) Names of Related Parties & Description of Relationship

1) Subsidiaries Companies

1) Amtek Deutshland GmbH

2) Amtek Investment UK Ltd.

3) Amtek Germany Holding GP GmBH

4) Amtek Germany Holding GmBH & Co. KG

5) Amtek Holding BV

6) Amtek Global Technologies Pte. Ltd.

7) Amtek Transportation Systems Ltd.

8) Alliance Hydro Power Ltd.

9) JMT Auto Limited

10) Amtek Precision Engineering Pte. Ltd.

11) Amtek Integrated Solutions Pte. Ltd.

12) Amtek Engineering Solutions Pte Ltd

2) Subsidiaries of Subsidiarie 1) Amtek Tekfor Holding GmbH

2) Neumayer Tekfor GmbH

3) Tekfor Services GmbH

4) Neumayer Tekfor Rotenburg GmbH

5) Neumayer Tekfor Schmolln GmbH

6) Neumayer Tekfor Engineering GmbH

7) GfsV

8) Neumayer Tekfor Japan Co. Ltd.

9) Tekfor Inc.

10) Tekfor Maxico SA de CV

11) Neumayer Tekfor Automotive Brasil Ltda.

12) Neumayer Tekfor SpA

13) Tekfor Maxico Services

14) Tekfor Services Inc.

15) August Kupper GmbH

16) H.J Kupper System- Und Modultechnik GmbH

17) H.J Kupper Metallbearbeitung GmbH

18) SKD- GieBerei GMBH

19) Kupper Hungaria Kft

20) Asahitec Metals (Thailand) Co., Ltd

21) Asahi Tec Metals Co. Ltd.

22) Techno-Metal Co., Ltd.

23) Techno Metal Amtek Japan Investments Ltd.

24) Techno Metal Amtek U.K. Investments

25) Techno Metal Amtek Thai Hold Co.

26) Amtek Universal Technologies Pte Ltd

27) AIMD GmbH; Hamburg

28) M. Droste Stahlhandel GmbH, Bochum

29) HAPU Industrie Vertretungen GmbH, Witten

30) OWZ Ostalb-Warmbehandlungszentrum GmbH, Essingen

31) SRT GmbH, Essingen

32) WTL Werkstofftechnik-Labor GmbH, Aalen

33) AIFT GmbH, Hamburg

34) BEW-Umformtechnik GmbH, Rosengarten

35) GHV Schmiedetechnik GmbH, Ennepetal

36) Amtek Machining System Pte Ltd.

37) Rege Motorenteile GmbH

38) Rege Motorenteile Verwaltungs GmbH

39) Rege Holding GmbH

40) Rege Automotive Brasov SRL

41) Rege Solutions

42) Amtek Component Sweden

3) Joint Venture 1) Amtek Powertrain Limited (formerly known as MPT Amtek

Automotive (India) Ltd.)

2) SMI Amtek Crankshafts Pvt. Ltd.

4) Associates 1) ARGL Ltd.

2) ACIL Ltd.

3) Metalyst Forgings Limited (formerly known as Ahmednagar Forgings Limited)

4) Castex Technologies Limited (formerly known as Amtek India Limited)

5) Joint Venture of Subsidiary 1) SFE GmbH

6) Joint Venture of Associate 1) Amtek Riken Casting Pvt. Ltd.

7) Associate of Subsidiaries 1) Amtek Railcar Pvt. Ltd.

8) Associates of Associate 1) Terrasoft Infosystems Pvt. Ltd.

9) Subsidiary of Associate 1) Amtek Kuepper GmbH

11) Key Management Personnel 1) Sh John Earnest Flintham, Vice Chairman & Managing

Director

2) Sh. D.S. Malik, Managing Director

3) Sh. Vinod Uppal, Chief Financial Officer

4) Sh. Rajeev Raj, Company Secretary


Sep 30, 2015

Note: During the year the Company has made preferential allotment of 44,37,500 Equity shares, In previous year 16,94,183 shares was issued by virtue of FCCB Conversion.

Note No: 1. Rights, preferences and restrictions attached to Shares

Equity Shares: The Company currently has Issued equity shares having a par value of Rs 2/- per share. Each shareholder is eligible to one vote per share held. The Company declares and pays dividends in Indian rupees. The dividend, if proposed by the Board of Directors, is subject to the approval of the shareholders in the Annual General Meeting. In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Previous period figures have been regrouped / reclassified, wherever considered necessary to conform to the current year's presentation.

* Transition impact on depreciation due to change in method of depreciation as per schedule II of the Companies Act, 2013 (Net of Deferred Tax)

Particulars of Securities:-

Term Debts from Financial Institutions/Banks are secured by way of mortgage of company's all Immovable Properties ranking pari passu inters and hypothecation of whole of the Company's Movable Properties including Plant & Machinery, Machinery spares, tools and accessories and personal guarantee of one of the directors of the company.

Maturity Profile:

A) Non Convertible Debentures are within the interest ranging between 10% to 11.50% and are repayable in next 5 years up to the financial year 2019-2020.

B) Term Loans from Banks and financial Institutions are within the interest band of 1% to 3.50 % over and above the base rate and are repayable in quarterly installments up to the financial year 2024-2025.

C) Foreign Currency LoanExternal Commercial Borrowings carry interest between 3% to 4.25 % over and above LIBOR and are repayable in next 5 years up to the financial year 2019-2020.

*Other liabilities includes capital goods creditors & other short terms liabilities.

*Trade payable includes amount of Rs. 325.59 Lacs payable (Previous period 246.99) to small & medium enterprises.

Particulars of Security

Working Capital facilities are secured by hypothecation of raw material, semi-finished goods, stock-in-process, consumable stores and book debts of the company.

Corporate Loan of Rs. 2500 Lacs is secured by way of subservient charge on entire fixed assets of the company and pledge of Shares of one of the Associate Company viz. Castex Technologies Limited Company held as an Investment.

* Pursuant to the enactment of Companies Act,2013 (The Act), the Company has reworked Depreciation with reference to the estimated useful lives of the fixed assets. prescribed under Schedule II to the Act or useful life of fixed asset as per the management estimate and history of usage, the Company has retained useful life of certain categories of Plant and Machinery, which is higher than the useful life as indicated in schedule II owing to aforementioned change in estimate. (Except for certain categories of Plant and Machinery where the earlier useful life is retained.) Further based on the transitional provision in note 7(b) of schedule II, an amount of Rs. 429.46 Lacs (Net of deferred tax) has been adjusted against the retained earnings.

Note No. 2. Related party Disclosure

In accordance with the requirements of Accounting Standard (AS-18) the names of the related parties where control exists and /or with whom transactions have taken place during the year and description of relationships as identified and certified by the management are as hereunder:

A) Names of Related Parties & Description of Relationship

(i) Subsidiary Companies /Associates/Joint Ventures

Subsidiary Companies

1 Metalyst Forgings Ltd. (Formerly Known as Ahmednagar Forging Ltd.) (Became Associate Company Since March 2015)

2 Amtek Deutshland GmbH

3 Amtek Investment UK Ltd.

4 Amtek Germany Holding GP GmBH

5 Amtek Germany Holding GmBH & Co. KG

6 Amtek Holding BV

7 Amtek Global Technologies Pte. Ltd.

8 Amtek Transportation Systems Ltd.

9 Alliance Hydro Power Ltd.

10 Castex Technologies Ltd. (Formerly Known as Amtek India Ltd.) (Became Associate Company Since March 2015)

11 Amtek Defence Technologies Ltd. (Ceased to exist as subsidiary Since June 2015)

12 JMT Auto Limited

13 Amtek Precision Engineering Pte. Ltd.

14 Amtek Integrated Solutions Pte. Ltd.

15 Amtek Engineering Solutions Pte Ltd

Subsidiaries of Subsidiary Companies

1 Amtek Tekfor Holding GmbH

2 Neumayer Tekfor GmbH

3 Tekfor Services GmbH

4 Neumayer Tekfor Rotenburg GmbH

5 Neumayer Tekfor Schmolln GmbH

6 Neumayer Tekfor Engineering GmbH

7 GfsV

8 Neumayer Tekfor Japan Co. Ltd.

9 Tekfor Inc.

10 Tekfor Maxico SA de CV

11 Neumayer Tekfor Automotive Brasil Ltda.

12 Neumayer Tekfor SpA

13 Tekfor Maxico Services

14 Tekfor Services Inc.

15 Amtek Powertrain Components B.V. (Ceased to exist as Subsidiary of Subsidiary Since June 2015)

16 Amtek Powertrain RUS LLC (Ceased to exist as Subsidiary of Subsidiary Since June 2015)

17 Amertec Systems Pvt. Ltd. (Ceased to exist as Subsidiary of Subsidiary Since June 2015)

18 Amtek Kuepper GmbH

19 August Kupper GmbH

20 H.J Kupper System- Und Modultechnik GmbH

21 H.J Kupper Metallbearbeitung GmbH

22 SKD- GieBerei GMBH

23 Kupper Hungaria Kft

24 Asahitec Metals (Thailand) Co., Ltd

25 Asahi Tec Metals Co. Ltd.

26 Techno-Metal Co., Ltd.

27 Techno Metal Amtek Japan Investments Ltd.

28 Techno Metal Amtek U.K. Investments

29 Techno Metal Amtek Thai Hold Co.

30 Amtek Universal Technologies Pte Ltd

31 AIMD GmbH; Hamburg

32 M. Droste Stahlhandel GmbH, Bochum

33 HAPU Industrie Vertretungen GmbH, Witten

34 OWZ Ostalb-Warmbehandlungszentrum GmbH, Essingen

35 SRT GmbH, Essingen

36 WTL Werkstofftechnik-Labor GmbH, Aalen

37 AIFT GmbH, Hamburg

38 BEW-Umformtechnik GmbH, Rosengarten

39 GHV Schmiedetechnik GmbH, Ennepetal

40 Amtek Machining System Pte Ltd.

41 Rege Motorenteile GmbH

42 Rege Motorenteile Verwaltungs GmbH

43 Rege Holding GmbH

44 Rege Automotive Brasov SRL

45 Rege Solutions

Joint Ventures

1 MPT Amtek Automotive (India) Ltd.

2 SMI Amtek Crankshaft Pvt Ltd.

Joint Venture of Subsidiary

1 SFE GmbH

2 Amtek Riken Casting Pvt. Ltd.

Associates

1 ARGL Ltd (Formerly Known as Amtek Ring Gears Ltd.)

2 ACIL Ltd (Formerly Known as Amtek Crankshafts India Ltd.)

3 Amtek Tekfor Automotive Ltd. (Ceased to be Associate Company Since March 2015)

Associates of Subsidiaries

1 Amtek Railcar Pvt. Ltd.

2 Terrasoft Infosystems Pvt. Ltd.

(ii) Key Management Personnel

1) Sh John Earnest Flintham, Vice Chairman & Managing Director

2) Sh. D.S.Malik, Managing Director

3) Sh. Vinod Uppal, Chief Financial Officer

4) Sh. Rajeev Raj, Company Secretary


Sep 30, 2014

The Previous period figures have been regrouped / reclassified, wherever considered necessary to conform to the current year''s presentation.

The company has only one class of shares referred to as Equity Shares having a par value of Rs. 2/- per share. Each shareholder of equity Shares is entitled to one vote per share.

Note No : 1 There is no restriction on distribution of Dividends and repayment of Capital.

Particulars of Securities:-

Term Debts from Financial Institutions/Banks are secured by way of first mortgage of company''s all Immovable Properties ranking pari passu interse and hypothecation of whole of the Company''s Movable Properties including Plant & Machinery, Machinery spares, tools and accessories (save and except book debts) present and future, subject to prior charges created/ to be created in favour of the company''s bankers on inventories, book debts.

Deferred Tax Assets and Deferred Tax Liabilities have been offset wherever the company has legally enforceable right to set of current tax assets against current tax liabilities and wherever the deferred tax assets and deferred tax liabilities relate to income tax levied by the same taxation authority.

*Trade payable includes amount of Rs. 246.99 Lacs payable (Previous period Nil) to small & medium enterprises. Note No : 2 CONTINGENT LIABILITIES (Rupees In Lacs)

Particulars For the Year For the 15 Months Ended 30.09.2014 Period Ended 30.09.2013

Letter of credit issued on behalf of company (unexpired) 2,101.71 1,265.78 Bank Guarantees Issued by bank 636.14 106.77 on company''s behalf Disputed Sales tax/Vat/entry Tax/Excise Duty/Service Tax/ income tax (including interest and penelty) 1,209.06 8,426.62 Corporate guarantee 79,151.85 139,874.62

Total 83,098.76 149,673.79



* Contingent Assets are neither recognised nor disclosed.

Note No. 3

Previous period figures being for 15 months are not comparable with the figures of current year.


Sep 30, 2013

NOTE NO : 1 NOTES TO ACCOUNTS

Note No : 1.2 Detail regarding convertible securities equity and preference share FCCB''s of US$ 6.87 million are outstanding out of US$ 165 million for conversion into 22,51,265 equity shares

Note No : 1.3 There is no restriction on distribution of Dividends and repayment of Capital.

Note:-

1. During the period under review, the company has reduced its stake in ARGL limited from 96.63% to 42.07% by selling

1,14,68,056 equity shares of Rs. 10/- each.

2. During the period under review, the company has reduced its stake in ACIL limited from 100% to 43.99% by selling 83,56,584 equity shares of Rs. 10/- each.

3. During the period under review, the company has acquired 100% equity stake in Germany based Neumayer Tekfor Group through Amtek Global Technologies Pte. Ltd., Amtek Germany Holding GP GmbH & Amtek Germany Gmbh & Co. KG.

4. Profit arising on sale of investment in ARGL Ltd & ACIL Ltd & loss arising on dimunition of investment in Amtek Investment US (1) Incorporation & Smith Jones Incorporation has been shown as exceptional item on the face of Statement of Profit & Loss.

Note No : 1.4 CONTINGENT LIABILITIES

(Rupees In Lacs)

Particulars For the 15 Months Period For the Year Ended 30.09.2013 Ended 30.06.2012

Letter of credit issued on behalf of company (unexpired) 1,265.78 1,859.67

Bank Guarantees Issued by bank on company''s behalf 106.77 563.15 Disputed Sales tax/Vat/entry Tax/Excise Duty/Service Tax/

income tax (including interest and penelty) 8,426.62 10.79

Corporate guarantee 139,874.62 -

Total 149,673.79 2,433.61

Note No. 1.5

Related Party Disclosures & Transactions

As per AS-18 issued by the Institute of Chartered Accountants of India, related parties in terms of the said standard are disclosed below:

A) Names of related parties & description of relationship

1) Subsidiaries

1) Ahmednagar Forging Ltd.

2) Amtek Deutshland GmbH

3) Amtek Investment UK Ltd.

4) Amtek Germany Holding GP GmBH

5) Amtek Germany Holding GmBH & Co. KG

6) Amtek Holding BV

7) Amtek Global Technologies Pte. Ltd.

8) Amtek Transportation Systems Ltd.

9) Alliance Hydro Power Ltd.

10) Amtek India Ltd.

11) Amtek Defence Technologies Ltd.

12) JMT Auto Limited

2) Subsidiaries of Subsidiaries

1) Amtek Tekfor Holding GmbH

2) Neumayer Tekfor GmbH

3) Tekfor Services GmbH

4) Neumayer Tekfor Rotenburg GmbH

5) Neumayer Tekfor Schmolln GmbH

6) Neumayer Tekfor Engineering GmbH

7) GfsV

8) Neumayer Tekfor Japan Co. Ltd.

9) Tekfor Inc.

10) Tekfor Maxico SA de CV

11) Neumayer Tekfor Automotive Brasil Ltda.

12) Neumayer Tekfor SpA

13) Tekfor Maxico Services

14) Tekfor Services Inc.

15) SFE GmbH

16) Amtek Powertrain Components B.V.

17) Amtek Powertrain RUS LLC

18) Amertec Systems Pvt. Ltd.

3) Joint Venture''s

1) Amtek Tekfor Automotive Ltd.

2) MPT Amtek Automotive (India) Ltd.

3) SMI Amtek Crankshafts Pvt. Ltd.

4) Joint Venture''s of Subsidiaries

1) Amtek Railcar Pvt. Ltd.

5) Associate''s

1) ACIL Ltd. (Formerly known as Amtek Crankshafts India Ltd.)

2) ARGL Ltd. (Formerly known as Amtek Ring Gears Ltd.)

6) Key Management Personnel

1) Shri John Ernest Flintham

2) Shri D.S Malik


Jun 30, 2010

1. Schedule 1 to 12 form an integral part of the Balance Sheet and Profit & Loss Account.

2. Contingent Liabilities: (Rs.in lacs)

Sr.No. Particulars Current Year Previous Year

a. Estimated amount of contracts remaining to be execured on capital account and not provided for 2,145.65 2,925.28

b. Guarantees issued by the bank on behalf of the Company 558.76 240.63

c. Unexpired Letter of Credit 59.95 71.70

d. Disputed Liabilities:

- Sales Tax 10.62 10.62

- Cenvat 19.42 19.42

* Contingent Assets are neither recognized, nor disclosed.

3. The Company, during the year, has entered into a Share Purchase Agreement with the promoters of Amtek India Limited (AIL) and has acquired 3,31,10,710 equity shares of AIL. The Company in pursuance to regulation 10 & 12 and other applicable provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997 has given an open offer to the existing shareholders of AIL to acquire 2,76,77,565 equity shares representing 20% of the fully paid Equity share capital of AIL.

4. In the opinion of the Board of Directors, all current assets, loans and advances, if realized in the ordinary course of business, would be realized at least equal to the amounts at which they have been stated in the Balance Sheet. Provision for the known liabilities have been made in the books of accounts.

5. Travelling expenses, Telephone expenses.. Business Promotion and Running & Maintenance of vehicle expenses includes Rs.94.64 lacs, Rs.9.70 lacs, Rs.84.94 lacs & Rs.11.84 lacs (Previous Year Rs. 90.95 lacs, Rs 4.93 lacs, Rs.85.26 lacs, & Rs.9.29 lacs), respectively incurred by directors.

6. Maximum amount outstanding at any time during the year due from/due to directors is Rs.Nil. (Previous year Rs.Nil).

7. Other liabilities under current liabilities include Deferred Tax & short term loans.

8. Confirmation of Balances in respect of some of the Debtors/creditors as at 30th June 2010 are yet to be received as at the date of Audit report.

9. (a) Sundry Creditors include a Sum of Rs.30.20 lacs (Previous Year Rs 13.47) due to Small Scale Industries.

(b) The List of SMEs units to whom Company owes a sum exceeding Rs.l,00,000 and which is outstanding for more than 30 days is as unden- Gaugeman Industries, Dharam Packing Industries, Bhagwati Packers & Tirupati Engg Works etc.

(c) The Payments to SMEs Undertakings have been made as per stipulated terms.

(d) The above information has been compiled in respect of parties to the extent to which they could be identified as SMEs on the basis of information available with the Company.

10. During the year, the Company, out of 0% FCCB of $250 Million has settled FCCB of $128 Million (Equivalent to Rs.60,271.52 lacs) by paying an amount of $109.48 Million (Equivalent to Rs.51,537.85 lacs) and has transferred the resulting amount of Rs.8,733.67 lacs to Capital Reserve Account. Further, the Company, out of 0.5% FCCB of $150 Million has settled FCCB of $9.50 Million (Equivalent to Rs.4,394.10 lacs) by paying $10,525 million (Equivalent to Rs.4,868.20 lacs) and has also paid YTM of $2.33 million (Equivalent to Rs.10,83.09 lacs) on the balance outstanding of $7.75 Million.

11. The Company, during the year, has allotted 1,50,00,000 equity shares of Rs.2/- each at a premium of Rs.131/- towards 1,50,00,000 warrants issued to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956

12. The Company, during the year, has received application money of Rs.21,540.00 lacs against issue of 2,40,00,000 warrants (carrying option/ entitlement to subscribe to one no of equity share of Rs.2/- each at a premium of Rs.178/- per share within 18 months from the date of allotment to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

13. RETIREMENT BENEFITS

The Company has various Schemes of retirement benefits schemes such as Provident Fund, Gratuity and Earned Leaves.

Post Employment Benefit Plans:

Effective from financial year 2007-08, the Company has implemented Accounting Standard (AS)-15 (Revised -2005) dealing with Employees Benefits, issued by the Institute of Chartered Accountants of India. AS-15 (Revised-2005) deals with recognition, measurement and disclosure of short term, post employment, termination and other long term employee benefits provided by the Company.

Payments to defined contribution retirement benefit schemes is charged as an expense as they fall due.

The cost of providing defined benefits is determined using Projected Unit Credit Method and accordingly, actuarial valuation has been carried out at the Balance Sheet date. Actuarial gain & losses are recognized in full in the profit & loss account for the period in which they occur. Past service cost is recognised to the extent the benefits are already vested, and otherwise is amortised on a Straight line Method over the average period until the benefits become vested.

The retirement benefit obligations recognised in the Balance Sheet represent the present value of the defined benefit obligations as adjusted for unrecognised past service cost, and as reduced by the fair value of available refunds and reductions in future contributions to the scheme.

a) Defined Benefit plan:

Gratuity Plan & Leave Encashment Plan

The Company, in accordance with AS-15 (Revised) has made the provision for Gratuity and Leave Encashment on projected unit credit method.

14. Related party Disclosures & transactions:

As per Accounting Standard AS -18 issued by the Institute of Chartered Accountants of India, related parties in terms of the said standard are disclosed below : -

A Names of related parties and description of relationship"

1) Subsidiaries

1) Ahmednagar Forgings Ltd.

2) Amtek Crank Shafts India Ltd.

3) Amtek Ring Gear Ltd.

4) Smith Jones Inc. USA

5) Amtek Investment (U.K) Ltd.

6) Amtek Investment US Inc.

7) Amtek Deutschland GmbH

8) Amtek Transportation Systems Ltd.

9) Alliance Hydro Power Ltd.

2) Joint Ventures

1) Amtek Tekfor Automotive Ltd.

2) MPT Amtek Automotive (India)Ltd.

3) SMI Amtek Crankshafts Pvt.Ltd.

3. Associates 1) Amtek India Ltd. & it subsidiary.

3) Key Management Personnel 1) Shri Arvind Dham

2) Shri D.S. Malik

4) Relatives of Key Management Personnel 1) Mrs.Anita Dham wife of Shri Arvind Dham

15. The Company has entered into hedge derivative transactions for cost reduction and risk diversification strategy to manage its loan portfolio. The Company is accounting for profit and / or loss in such transactions on actual receipt / payment basis.

16. Export sales include sale in transit to its overseas customers /subsidiary acknowledged in subsequent year, indirect export and deemed export.

17. Details of units manufactured, material consumed and sales include components bought and sold.

18. Previous years figures have been regrouped, rearranged and recasted, wherever considered necessary.

 
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