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Notes to Accounts of Kalyani Investment Company Ltd.

Mar 31, 2017

(a) Equity Shares of the Company have a par value of Rs. 10/-. Each holder of Equity Shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive surplus assets of the Company, remaining after distribution of all preferential amounts.

(b) 14% Non-Cumulative Redeemable Preference Shares of the Company, whenever issued shall have a par value of Rs. 10/-. These shares carry preferential right to be paid a fixed dividend of 14% on the paid up value of the shares, if and when declared by the Company.

These shares carry, in the event of winding up or repayment of capital, a preferential right to be repaid the amount of capital paid up.

a) Please refer Note No.2.8 - -

b) Upon exercising the irrevocable option as mentioned in Note No. 2.8 forming part of these financial statements, the Company has held unamortised foreign exchange difference (Gain) amounting to Rs. 3,763,514/-(Previous Year : Rs. 361,587/-) in Foreign Currency Monetary Item Translation Difference Account as at 31st March, 2017. The amount amortised in accordance with the said option during the year is (Loss) Rs. 1,053,759/-(Previous Year : Gain Rs. 7,533/-).

1. SEGMENT REPORTING :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence, no separate segment is considered reportable.

2. The Company does not owe any moneys to Micro and Small Enterprises registered under the Micro, Small and Medium Enterprises Development Act, 2006.

3. 35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment i.e. on 28th September, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th March, 2014.

13,000,000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment i.e on 23rd March, 2036, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment i.e. after 23rd September, 2016, by giving one month''s notice to the other party.

20.000.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Specialty Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment i.e on 23rd March, 2037, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment i.e. after 23rd September, 2017, by giving one month''s notice to the other party.

9.000.000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up of Lord Ganesha Minerals Private Limited carry option to convert the entire amount outstanding into equity shares of the said company at par. The said 9,000,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/each fully paid up, if not opted for conversion, are redeemable on 31st March, 2020. However, the said Company as well as the holders of 1% Non-Cumulative Optionally Convertible Preference Shares, have a call / put option respectively, by giving one month''s notice to the other party.

2.030.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Kalyani Mining Ventures Private Limited are redeemable after five years from the date of allotment i.e. on or after 31st March, 2020. Shares which are not redeemed by the Company shall be compulsorily redeemed at the expiry of twenty years from the date of allotment i.e. on 31st March, 2035.

4. 560,000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited are compulsorily convertible into such number of fully paid up equity shares of Rs. 10/- each at such a price as shall be fixed by the said Company upon the expiry of the period of 5 years from the date of their original issue, i.e. on 29th March, 2014.

165.000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited are compulsorily convertible into such number of fully paid up equity shares of Rs. 10/- each at such a price as shall be fixed by the said Company upon the expiry of the period of 5 years from the date of their original issue i.e. on 4th April, 2014.

5. Section 2(6) of the Companies Act, 2013 defines "Associate Company" in relation to another company as a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. As per explanation to Section 2(6), "significant influence" means control of at least twenty percent of paid-up equity share capital and convertible preference share capital or of business decisions under an agreement.

The Company holds investments in below mentioned entities which by share ownership are deemed to be Associate Companies :

However, the Company does not exercise significant influence in any of the above entities, as demonstrated below :

i) The Company does not have any representation on the Board of Directors or corresponding governing body of the investee.

ii) The Company does not participate in policy making process.

iii) The Company does not have any material transaction with the investee.

iv) The Company does not interchange any managerial personnel.

v) The Company does not provide any essential technical information to the investee.

Accordingly, the above entities have not been considered to be Associate Companies.

6. Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of Judicature at Bombay, as per Order dated 12th March, 2010, could not be transferred in the name of the Company till 31st March, 2017. The Company is in the process of completing the required legal formalities.

7. CORPORATE SOCIAL RESPONSIBILITY :

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under :

8. Previous year''s figures have been regrouped / rearranged wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2016

1. SEGMENT REPORTING :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence, no separate segment is considered reportable.

2. Related Party Disclosures :

a) Related Parties and their relationships :

i) Holding Company Sundaram Trading and Investment Private Limited

ii) Associates Hikal Limited

iii) Joint Ventures M/s Sundaram Enterprises, a partnership firm

iv) Key Management Personnel Mr.Sanjay Yewale, the Chief Financial Officer, appointed on

15th July, 2015 and Chief Executive Officer appointed on 30th March, 2015.

Mr.Adwait Joshi, the Company Secretary, appointed on 3rd August, 2015.

Mr.Rahul Agarwal, the Chief Financial Officer and Company Secretary, appointed till 14th July, 2015.

The partnership firm has been dissolved during the year in pursuance of a deed of dissolution executed on 26th May, 2015. The accounts of the partnership have accordingly been prepared and partners'' capital balances have been settled.

The details of the aggregate amounts of the assets, liabilities, income and expenses of M/s Sundaram Enterprises, related to the Company''s interest therein, based on its accounts for the year ended 31st March, 2016 are as under :

3. The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

4. 35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs, 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on 28th September, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th March, 2014.

13.000.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment, i.e on 28th March, 2036, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2016.

64.990.000 - 8% Non-Cumulative Optionally Convertible Redeemable Preference Shares of Rs, 10/- each fully paid up of Kenersys India Private Limited may be redeemed in part or totality to the extent not converted into equity shares, at any time before the end of 20 years from the date of allotment, i.e. on or before 28th March, 2033 in one or more tranches, at the request of Kalyani Investment Company Limited and acceptance of such request by Kenersys India Private Limited, subject to necessary investor approvals. Kalyani Investment Company Limited shall be entitled to have the option to convert the preference shares into equity shares in one or more tranches (whether fully or partially) at any time after 31st May, 2017, at such pricing as shall be mutually decided by Kenersys India Private Limited and Kalyani Investment Company Limited, at the time, in consultation with the then existing shareholders of Kenersys India Private Limited, at such discount to fair value as may be mutually decided by Kalyani Investment Company Limited and Kenersys India Private Limited, subject to necessary investor approvals.

9.000.000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs, 10/- each fully paid up of Lord Ganesha Minerals Private Limited carry option to convert the entire amount outstanding into equity shares of the said company at par. The said 9,000,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs, 10/each fully paid up, if not opted for conversion, are redeemable on 31st March, 2020. However, the said Company as well as the holders of 1% Non-Cumulative Optionally Convertible Preference Shares, have a call / put option respectively, by giving one month''s notice to the other party.

2.030.000 - 8% Non-Cumulative Redeemable Preference shares of Rs, 10/- each fully paid up of Kalyani Mining Ventures Private Limited are redeemable after five years from the date of allotment, i.e. on or after 31st March, 2020. Shares which are not redeemed by the Company shall be compulsorily redeemed at the expiry of twenty years from the date of allotment i.e. on or after 31st March, 2035.

5. 560,000 - 0% Fully Convertible Unsecured Debentures of Rs, 100/- each fully paid up of Azalea Enterprises Private Limited are compulsorily convertible into such number of fully paid up equity shares of Rs, 10/- each at such a price as shall be fixed by the said Company upon the expiry of the period of 5 years from the date of their original issue, viz. 29th March, 2014.

165.000 0% Fully Convertible Unsecured Debentures of Rs, 100/- each fully paid up of Azalea Enterprises Private Limited are compulsorily convertible into such number of fully paid up equity shares of Rs, 10/- each at such a price as shall be fixed by the said Company upon the expiry of the period of 5 years from the date of their original issue, viz. 4th April, 2014.

6. Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 12th March, 2010 as already reported could not be transferred in the name of the Company till 31st March, 2016. The Company is in the process of completing the required legal formalities.

7. CORPORATE SOCIAL RESPONSIBILITY :

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under :

8. Previous year''s figures have been regrouped / rearranged wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2015

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934.

The Company is a subsidiary of Sundaram Trading and Investment Private Limited.

Operating Cycle of the Company is considered to be of 12 months.

1.2 Contingent Liabilities not provided for :

i) Corporate Guarantees given, in respect of loans borrowed by other companies :

Guarantee Amount(a)(b) 1,549,085,712 1,540,280,716

Balance outstanding(a)(b) 881,206,263 1,166,779,400

(a) Guarantee amount and balance outstanding include a Corporate Guarantee amount and loan balance of € 8,133,350/- (Previous year € 10,175,785/-), equivalent to Rs. 549,085,712/- (Previous year Rs. 840,280,716/-).

(b) The Company has given Corporate Guarantee for External Commercial Borrowing of € 10,178,549/- raised by another company within Kalyani Group. The Company's commitments under the said Guarantee include negative pledge over assets, undertaking not to dispose of assets of value exceeding Rs. 250 Million in a year without prior written consent of the lender, maintenance of ratio of financial indebtedness to tangible net worth not exceeding 0.75 during the tenor of the ECB, undertaking not to sell, transfer, encumber the Company's existing investments in listed entities of the Kalyani Group or in KSL Holdings Private Limited or any other entity which has paid dividend in any of the past 3 years.

Notes forming part of the Financial Statements for the year ended 31st March, 2015 (continued) :

1.3 DISCLOSURE PURSUANT TO ACCOUNTING STANDARD - 15 (REVISED) ON "EMPLOYEE BENEFITS" :

a) Defined benefits plans :

The Company has a defined benefit gratuity plan. It is liable to provide for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days' salary payable for each completed year of service or part thereof, in excess of six months. Vesting occurs upon completion of five years of service. The scheme is entirely unfunded.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out the funded status of the gratuity and the amounts recognised in the financial statements for the year ended 31st March, 2015.

1.4 SEGMENT REPORTING :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence, no separate segment is considered reportable.

1.5 Related Party Disclosures :

a) Related Parties and their relationships :

i) Holding Company : Sundaram Trading and Investment Private Limited

ii) Associates : Hikal Limited Lord Ganesha Minerals Private Limited

iii) Joint Ventures : M/s Sundaram Enterprises, a partnership firm

iv) Fellow Subsidiary : KG Renewable Energy Private Limited

v) Key Management Personnel : Mr.Sanjay V. Yewale, Chief Executive Officer, appointed on 30th March, 2015.

Mr.Rahul Agarwal, Chief Financial Officer and Company Secretary, appointed on 1st April, 2014.

1.6 The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

1.7 35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

3.000. 000 - 11 % Non-Cumulative Redeemable Preference Shares of Rs. 10/- each, fully paid in KSL Holdings Private Limited are redeemable on the expiry of 10 years from the date of allotment, i.e. on 28th September, 2022, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 28th December, 2012.

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on 28th September, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th March, 2014.

85.000. 000 - 8% Non-Cumulative Optionally Convertible Redeemable Preference Shares of Rs. 10/- each fully paid up of Kenersys India Private Limited may be redeemed in part or totality to the extent not converted into equity shares, at any time before the end of 20 years from the date of allotment, i.e. on or before 28th March, 2033 in one or more tranches, at the request of Kalyani Investment Company Limited and acceptance of such request by Kenersys India Private Limited, subject to necessary investor approvals. Kalyani Investment Company Limited shall be entitled to have the option to convert the preference shares into equity shares in one or more tranches (whether fully or partially) at any time after 31st May, 2017, at such pricing as shall be mutually decided by Kenersys India Private Limited and Kalyani Investment Company Limited, at the time, in consultation with the then existing shareholders of Kenersys India Private Limited, at such discount to fair value as may be mutually decided by Kalyani Investment Company Limited and Kenersys India Private Limited, subject to necessary investor approvals.

4.900.000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up of Lord Ganesha Minerals Private Limited carry option to convert the entire amount outstanding into equity shares of the said company at par. The said 4,900,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up, if not opted for conversion, are redeemable on 31st March, 2020. However, the said Company as well as the holders of 1% Non-Cumulative Optionally Convertible Preference Shares, have a call / put option respectively, by giving one month's notice to the other party.

1.8 560,000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited are compulsorily convertible into such number of fully paid up equity shares of Rs. 10/- each at such a price as shall be fixed by the said Company upon the expiry of the period of 5 years from the date of their original issue, viz. 29th March, 2014.

165.000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited are compulsorily convertible into such number of fully paid up equity shares of Rs. 10/- each at such a price as shall be fixed by the said Company upon the expiry of the period of 5 years from the date of their original issue, viz. 4th April, 2014.

313.000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Gloxinia Investment and Finance Private Limited are compulsorily convertible on or before 29 th March, 2022, into Equity Shares of Rs. 10/- each fully paid up at such price as shall be fixed by the said Company upon the expiry of the period of 10 years from the date of original issue viz. 29th March, 2012.

1.9 Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of Judicature at Bombay, as per Order dated 12th March, 2010 as already reported could not be transferred in the name of the Company till 31st March, 2015. The Company is in the process of completing the required legal processes.


Mar 31, 2014

(a) These shares have been allotted to the shareholders of Kalyani Steels Limited, on 27th April, 2010, in terms of the Composite Scheme of Arrangement sanctioned by the Hon''ble High Court of Judicature at Bombay on 12th March, 2010.

(b) These shares have been allotted to Kalyani Steels Limited, on 27th April, 2010, in terms of the Composite Scheme of Arrangement sanctioned by the Hon''ble High Court of Judicature at Bombay on 12th March, 2010.

(c) Equity Shares of the Company have a par value of Rs. 10/-. Each holder of Equity Shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive surplus assets of the Company, remaining after distribution of all preferential amounts.

(d) 14% Non-Cumulative Redeemable Preference Shares of the Company had a par value of Rs. 10/-. These shares carried preferential right to be paid a fixed dividend of 14% on the paid up value of the shares, if and when declared by the Company.

These shares carried, in the event of winding up or repayment of capital, a preferential right to be repaid the amount of capital paid up.

These shares were redeemable at the end of 20 years from 1st October, 2009 with an option to the Company to redeem those in one or more tranches at any time after 1st October, 2010. Accordingly, these shares have since been redeemed in full.

(i) During the financial year covered by these statements, the Company has redeemed 18,600,000 (Previous Year : 39,000,000) 14% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up at par from out of the balance held by it in General Reserve.

As at 31st As at 31st

March, 2014 31st March, 2013 1. Contingent Liabilities not provided for :

i) Corporate Guarantees given, in respect of loans borrowed by other companies :

Guarantee Amount(a)(b) 1,540,280,716 1,107,854,949

Balance outstanding(a)(b) 1,166,779,400 804,702,260

(a) Guarantee amount and balance outstanding include a Corporate Guarantee amount and loan balance of € 10,175,785/- (Previous year € 10,178,549/-), equivalent to Rs. 840,280,716/- (Previous year Rs. 707,854,949/-).

(b) The Company has given Corporate Guarantee for External Commercial Borrowing of € 10,178,549/- raised by another company within Kalyani Group. The Company''s commitments under the said Guarantee include negative pledge over assets, undertaking not to dispose of assets of value exceeding Rs. 250 Million in a year without prior written consent of the lender, maintenance of ratio of financial indebtedness to tangible net worth not exceeding 0.75 during the tenor of the ECB, undertaking not to sell, transfer, encumber the Company''s existing investments in listed entities of the Kalyani Group or in KSL Holdings Private Limited or any other entity which has paid dividend in any of the past 3 years.

2. Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence, no separate segment is considered reportable.

3. Related Party Disclosures :

a) Related Parties and their relationships :

i) Holding Company Sundaram Trading and Investment Private Limited$

The Company became subsidiary of Sundaram Trading and Investment Private Limited, during the financial year covered by these statements.

ii) Associates Hikal Limited

Lord Ganesha Minerals Private Limited

iii) Joint Ventures M/s Sundaram Enterprises, a partnership firm

iv) Fellow Subsidiary KG Renewable Energy Private Limited@

@KG Renewable Energy Private Limited became Fellow Subsidiary of the Company during the financial year covered by these statements.

4. The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

5. 18,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 11th October, 2014.

35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

3,000,000 - 11 % Non-Cumulative Redeemable Preference Shares of Rs. 10/- each, fully paid up in KSL Holdings Private Limited are redeemable on the expiry of 10 years from the date of allotment, i.e. on 28th September, 2022, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 28th December, 2012.

9,400,000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013.

5,100,000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years i.e. on 28th September, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th March, 2014. 85,000,000 - 8% Non-Cumulative Optionally Convertible Redeemable Preference Shares of Rs. 10/- each fully paid up of Kenersys India Private Limited may be redeemed in part or totality to the extent not converted into equity shares, at any time before the end of 20 years from the date of allotment, i.e. on or before 28th March, 2033 in one or more tranches, at the request of Kalyani Investment Company Limited and acceptance of such request by Kenersys India Private Limited, subject to necessary investor approvals. Kalyani Investment Company Limited shall be entitled to have the option to convert the preference shares into equity shares in one or more tranches (whether fully or partially) at any time after 31st May, 2017, at such pricing as shall be mutually decided by Kenersys India Private Limited and Kalyani Investment Company Limited, at the time, in consultation with the then existing shareholders of Kenersys India Private Limited, at such discount to fair value as may be mutually decided by Kalyani Investment Company Limited and Kenersys India Private Limited, subject to necessary investor approvals. 4,900,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up of Lord Ganesha Minerals Private Limited carry option to convert the entire amount outstanding into equity shares of the said company at par. The said 4,900,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up, if not opted for conversion, are redeemable on 31st March, 2020. However, the said Company as well as the holders of 1% Non-Cumulative Optionally Convertible Preference Shares, have a call / put option respectively, by giving one month''s notice to the other party.

6. Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Hon''ble High Court of Judicature at Bombay, as per Order dated 12th March, 2010 as already reported could not necessarily be transferred in the name of the Company as at 31st March, 2014. The Company is in the process of completing the required legal processes.

7. Each of the 560,000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited are compulsorily convertible into such number of fully paid up equity shares of Rs. 10/- each at such a price as shall be fixed by the said Company upon the expiry of the period of 5 years from the date of their original issue, viz. 29th March, 2014.

Each of the 313,000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Gloxinia Investment and Finance Private Limited are compulsorily convertible on or before 29th March, 2022, into Equity Shares of Rs. 10/- each fully paid up at such price as shall be fixed by the said Company upon the expiry of the period of 10 years from the date of original issue viz. 29th March, 2012.

8. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2013

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934.

2.1 Contingent Liabilities not provided for :

i) Corporate Guarantees given, in respect of loans borrowed by other companies :

Guarantee Amount 1,107,854,949

Balance outstanding
(a) Guarantee amount and balance outstanding include a Corporate Guarantee amount and loan balance of 10,178,549

equivalent to 707,854,949

(b) The Company has given Corporate Guarantee for External Commercial Borrowing of € 10,178,549/- raised by another company within Kalyani Group. The Company''s commitments under the said Guarantee include negative pledge over assets, undertaking not to dispose off assets of value exceeding Rs. 250 Million in a year without prior written consent of the lender, maintenance of ratio of financial indebtedness to tangible net worth not exceeding 0.75 during the tenor of the ECB, undertaking not to sell, transfer, encumber the Company''s existing investments in listed entities of the Kalyani Group or in KSL Holdings Private Limited or any other entity which has paid dividend in any of the past 3 years.

2.3 Disclosure pursuant to Accounting Standard -15 (Revised) on "Employee Benefits"

a) Defined contribution plans:

Till preceding financial year the Employee Benefit Expenses were reimbursed by the Company to another company. The

Company did not have any employees during the financial year covered by these statements.

The Company recognises amounts reimbursed for Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, specified percentage of the payroll costs is contributed to the funds.

The Company recognised amount aggregating to Rs. NIL (Previous Year : Rs. 136,285/-) reimbursed for the provident and superannuation fund contributions in the Statement of Profit and Loss. The contributions payable to this plan are at the rates specified in respective legislations.

b) Defined benefits plans:

Till the preceding financial year, the Company reimbursed annual contributions to the Employee''s Group Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 day''s salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 10 years and equivalent to one month''s salary payable for each completed year of service or part thereof, in excess of six months, for continuous service of more than 10 years. Vesting occurs upon completion of five years of service.

The present value of denned benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

2.3 Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

2.4 Related Party Disclosures :

a) Related Parties and their relationships: i) Associates Hikal Limited

Kalyani Agro Corporation Limited

KG Renewable Energy Private Limited

Lord Ganesha Minerals Private Limited ii) Joint Ventures M/s Sundaram Enterprises

2.5 The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

2.6 18,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 11th October, 2014.

35,000 -12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

3,000,000 -11% Non-Cumulative Redeemable Preference Shares of Rs.10/- each, fully paid in KSL Holdings Private Limited are redeemable on the expiry of 10 years from the date of allotment, i.e. on 28th September, 2022, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 28th December, 2012.

9,400,000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013. 85,000,000 - 8% Non-Cumulative Optionally Convertible Redeemable Preference Shares of Rs. 10/- each fully paid up of Kenersys India Private Limited may be redeemed in part or totality to the extent not converted into equity shares, at any time before the end of 20 years from the date of allotment, i.e. on or before 28th March, 2033 in one or more tranches, at the request of Kalyani Investment Company Limited and acceptance of such request by Kenersys India Private Limited, subject to necessary investor approvals. Kalyani Investment Company Limited shall be entitled to have the option to convert the preference shares into equity shares in one or more tranches (whether fully or partially) at any time after 31st May, 2017, at such pricing as shall be mutually decided by Kenersys India Private Limited and Kalyani Investment Company Limited, at the time, in consultation with the then existing shareholders of Kenersys India Private Limited, at such discount to fair value as may be mutually decided by Kalyani Investment Company Limited and Kenersys India Private Limited, subject to necessary investor approvals.

2.7 Each of the 313,000 - 0% Fully Convertible Debentures of Rs. 100/- each fully paid up of Gloxinia Investment and Finance Private Limited are compulsorily convertible on or before 29th March, 2022, into Equity Shares of Rs. 10/- each fully paid up at such price as shall be fixed by the said Company upon the expiry of the period of 10 years from the date of original issue viz. 29th March, 2012.

2.8 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2012

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934.

(a) These shares have been allotted to the shareholders of Kalyani Steels Limited, on 27th April, 2010, in terms of the Composite Scheme of Arrangement sanctioned by the Hon'ble High Court of Judicature at Bombay on 12th March, 2010.

(b) These shares have been allotted to Kalyani Steels Limited, on 27th April, 2010, in terms of the Composite Scheme of Arrangement sanctioned by the Hon'ble High Court of Judicature at Bombay on 12th March, 2010.

(c) Equity Shares of the Company have a par value of Rs 10/-. Each holder of Equity Shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive surplus assets of the Company, remaining after distribution of all preferential amounts.

(d) 14% Non-Cumulative Redeemable Preference Shares of the Company have a par value of Rs 10/-. These shares carry preferential right to be paid a fixed dividend of 14% on the paid up value of the shares, if and when declared by the Company.

These shares carry, in the event of winding up or repayment of capital, a preferential right to be repaid the amount of capital paid up.

These shares are redeemable at the end of 20 years from 1st October, 2009 with an option to the Company to redeem those in one or more tranches at any time after 1st October, 2010.

2.1 Disclosure pursuant to Accounting Standard - 15 (Revised) on "Employee Benefits"

a) Defined contribution plans :

Employee Benefit Expenses are reimbursed by the Company to another company. The Company recognises amounts reimbursed for Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, specified percentage of the payroll costs is contributed to the funds.

The Company recognised amount aggregating to Rs 136,285/- (Previous Year : Rs 108,889/-) reimbursed for the provident and superannuation fund contributions in the Statement of Profit and Loss. The contributions payable to this plan are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company reimburses annual contributions to the Employees' Group Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days' salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 10 years and equivalent to one month's salary payable for each completed year of service or part thereof, in excess of six months, for continuous service of more than 10 years. Vesting occurs upon completion of five years of service.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

2.2 The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

2.3 75,486,111 - 0.1% Non-Cumulative Redeemable Preference Shares of Rs 10/- each fully paid up of Kalyani Gerdau Steels Limited are redeemable on 31st March, 2026.

2.4 18,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 11th October, 2014.

35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

2.5 Each of the 313,000 - 0% Fully Convertible Debentures of Rs 100/- each fully paid up of Gloxinia Investment and Finance Private Limited are compulsorily convertible on or before 29th March, 2022, into Equity Shares of Rs 10/- each fully paid up at such price as shall be fixed by company upon the expiry of the period of 10 years from the date of original issue viz. 29th March, 2012.

2.6 The Revised Schedules VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified whenever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2011

A. Company Overview:

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934.

Rs. Rs.

1. Contingent liabilities not provided for: NIL NIL

2. Composite Scheme of Arrangement:

a) As already reported, in a Composite Scheme of Arrangement approved by the Hon'ble High Court of Judicature at Bombay, as per Order dated 12th March, 2010, the Investment Division of Kalyani Steels Limited (the Demerged Company) was transferred to and vested in Kalyani Investment Company Limited (the Resulting Company), on going concern basis, with retrospective effect from the Appointed Date, being 1st October, 2009. As per the said Scheme, Chakrapani Investments and Trades Limited, Surajmukhi Investment and Finance Limited and Gladiolla Investments Limited (collectively referred to as the

Amalgamating Companies) amalgamated with Kalyani Investment Company Limited (the Amalgamated Company and the Resulting Company) with retrospective effect from the Appointed Date, being 1st October, 2009.

b) In terms of the said Composite Scheme of Arrangement, the Company was required to allot 4,365,306 Equity Shares of Rs. 10/- each, fully paid up (the New Equity Shares) to the shareholders of Kalyani Steels Limited, whose names appeared in the Register of Members on the Record Date, fixed for this purpose by the Board, which was 23rd April, 2010, in the ratio of 1 New Equity Share for every 10 Equity Shares of Rs. 10/- each held by them in Kalyani Steels Limited as on the record date. The Company has since allotted the said New Equity Shares on 27th April, 2010.

c) Simultaneously with the issue and allotment of the New Equity Shares by the Company, the 50,000 Equity Shares of Rs. 10/- each, issued to the subscribers to the Memorandum of Association and transferred to the Company in the said Composite Scheme of Arrangement are since cancelled on 27th April, 2010.

d) The Company has made allotment of 57,600,000 - 14% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up to Kalyani Steels Limited on 27th April, 2010, by way of conversion of the loans amounting to Rs. 576,000,000/- given by Kalyani Steels Limited to Surajmukhi Investment and Finance Limited and Gladiolla Investments Limited, in accordance with the said Composite Scheme of Arrangement.

3. 14% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each allotted by the Company are redeemable at the end of 20 years from 1st October, 2009, with an option to the Company to redeem those in one or more tranches at any time from 1st October, 2010.

4. The Company is in the process of getting the investments and other assets of the Investment Division of Kalyani Steels Limited and of the said Amalgamating Companies transferred in its own name.

5. Disclosure pursuant to Accounting Standard - 15 (Revised) on "Employee Benefits" :

a) Defined contribution plans :

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to the funds.

The Company recognised Rs. 68,873/- (Previous Year : Rs. Nil) for the provident and superannuation fund contributions in the profit and loss account. The contributions payable to this plan by the Company are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company provides lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days' salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 10 years and equivalent to one month's salary payable for each completed year of service or part thereof, in excess of six months, for continuous service of more than 10 years. Vesting occurs upon completion of five years of service. The Company has not funded its obligation to provide these defined benefits.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

6. Since the statement of cash flows has been drawn up for the first time by the Company, corresponding figures for the previous year have not been given therein.

7. The Company is a core investment company and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

8. Related Party Disclosures :

A. Related Parties and their Relationship

I Associates : a) KG Renewable Energy Private Limited

b) Hikal Limited

II Joint Venture : M/s Sundaram Enterprises

9. The Company does not owe any moneys to the creditors registered under the Micro, Small and Medium Enterprises Development Act, 2006.

10. In the absence of any notification by the Central Government, as to the rate and effective date for payment of cess under Section 441A of the Companies Act, 1956, no provision, for the same, has been made in these accounts.

11. Balance Sheet Abstract and the Company's General Business Profile is enclosed.

12. Previous year's figures have been regrouped and rearranged, wherever necessary.


Mar 31, 2010

A. Company Overview :

a) Kalyani Investment Company Limited, is a public limited company incorporated on 25th June, 2009. The Company received the Certificate of Commencement of Business on 25th March, 2010. The Company is an Investment Company.

b) In a Composite Scheme of Arrangement approved by the Honble High Court of Judicature at Bombay, as per Order dated 12th March, 2010, the Investment Division of Kalyani Steels Limited (the Demerged Company) was transferred to and vested in Kalyani Investment Company Limited (the Resulting Company), on going concern basis, with retrospective effect from the Appointed Date, being 1st October, 2009. The Investment Division comprised all investments as also all the assets and properties, whether moveable or immoveable, tangible or intangible, present or contingent and liabilities pertaining to or relatable to the Investment Division, as specified in the Scheme. As per the said Scheme, Chakrapani Investments and Trades Limited, Surajmukhi Investment and Finance Limited and Gladiolla Investments Limited (collectively referred to as the Amalgamating Companies) amalgamated with Kalyani Investment Company Limited (the Amalgamated Company and the Resulting Company) with retrospective effect from the Appointed Date, being 1st October, 2009.

c) The said Scheme became effective from 31st March, 2010 (the Effective Date) upon which, the Business of the Investment Division of the Demerged Company together with all related assets and liabilities, as stated above, was deemed to have been transferred to and vested in the Company with retrospective effect from 1st October, 2009. Similarly, the undertakings of the Amalgamating Companies were deemed to have been transferred to and vested in the Company on going concern basis.

d) The business of the Investment Division was deemed to have been carried out by Kalyani Steels Limited, in trust for the Company from the Appointed Date till the Effective Date. Any income or profit accruing or arising to Kalyani Steels Limited in relation to the Investment Division and all costs, charges, expenses and losses incurred by Kalyani Steels Limited, in relation to the said undertaking, are for all purposes, to be treated as the income, profits, costs, charges, expenses and losses, as the case may be of Kalyani Investment Company Limited in accordance with the Scheme. Accordingly, these financial statements incorporate the result of the activities deemed to have been carried out by Kalyani Steels Limited in trust for the Company from 1st October, 2009 to 31st March, 2010.

e) The Amalgamating Companies are deemed to have carried on business, in trust for the Company from the Appointed Date till the Effective Date. Any income or profit accruing or arising to the Amalgamating Companies and all costs, charges, expenses and losses incurred by the Amalgamating Companies, are for all purposes, to be treated as the income, profits, costs, charges, expenses and losses, as the case may be of Kalyani Investment Company Limited in accordance with the Scheme. Accordingly, these financial statements incorporate the result of the activities deemed to have been carried out by the Amalgamating Companies in trust for the Company from 1st October, 2009 to 31st March, 2010.

f) The Company is a Core Investment Company holding 90% of its assets in investments in shares of or debts in Group Companies. In view of the interpretation of the extant regulatory frame work applicable to core investment companies, as could be seen in the Press Release No.2009-2010/1428 dated 21st April, 2010, it is not required to obtain Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934.

1. Contingent liabilities not provided for : NIL

2. Payment to Auditor :

a) As Auditor 50,000

b) For Tax Audit 25,000

TOTAL 75,000

3. In the Composite Scheme of Arrangement approved by the Honl>le High Court of Judicature at Bombay, as stated, hereinabove, the Investment Division of Kalyani Steels Limited was transferred to and vested in Kalyani Investment Company Limited, on going concern basis, with retrospective effect from the Appointed Date, being 1st October, 2009. Consequently, the business of the said Division, alongwith the under mentioned assets and liabilities stand transferred in favour of the Company, which have been accounted for, in the method and manner, prescribed in the above mentioned Scheme.

4. In terms of the said Composite Scheme of Arrangement, approved by the Hon"ble High Court of Judicature at Bombay, Chakrapani Investments and Trades Limited (Chakrapani), Surajmukhi Investment and Finance Limited (Surajmukhi) and Gladiolla Investments Limited (Gladiolla) amalgamated with Kalyani Investment Company Limited with retrospective effect from the Appointed Date, being 1st October, 2009. Accounting impact of the said Composite Scheme of Arrangement, in so far as the amalgamation of the Amalgamating Companies with Kalyani Investment Company is concerned, is discussed hereunder.

a) All the assets and liabilities of Amalgamated Companies as at 1st October, 2009, transferred on amalgamation have been accounted in the books of the Company at their respective book values.

b) All the reserves of the Amalgamating Companies as at 1st October, 2009 have been transferred to the "Amalgamation Reserve Account," in the books of the Company.

c) Investments held by Chakrapani in the Company have since been cancelled subsequent to 31st March, 2010.

d) Loans amounting to Rs.576 Million given by Kalyani Steels Limited to Surajmukhi and Gladiolla have since been converted into 57,600,000 -14% Non-Cumulative Redeemable Preference Shares of Rs.10/- each of the Company, subsequent to 31st March, 2010.

e) Costs incurred for the purposes of executing the Scheme have been debited to the "Amalgamation Reserve Account."

5. a) In terms of the said Composite Scheme of Arrangement, the Company was required to allot 4,365,306 Equity Shares of Rs.10/- each, fully paid up (the New Equity Shares) to the shareholders of Kalyani Steels Limited, whose names appeared in the register of members on the Record Date, fixed for this purpose by the Board, which was 23rd April, 2010, in the ratio of 1 New Equity Share for every 10 Equity Shares of Rs.10/- each held by them in Kalyani Steels Limited as on the Record Date. The Company has since allotted the said New Equity Shares on 27th April, 2010. Pending the said allotment, the aggregate face value of the New Equity Shares amounting to Rs.43,653,060/- has been credited to Equity Share Capital Suspense Account.

b) Simultaneously with the issue and allotment of the New Equity Shares by the Company, the 50,000 Equity Shares of Rs.10/- each, issued to the subscribers to the Memorandum of Association and transferred to the Company in the said Composite Scheme of Arrangement are since cancelled on 27th April, 2010. Accordingly, the issued, subscribed and paid up capital comprising of 50,000 Equity Shares of Rs.10/- each aggregating to Rs.500,000/- and the 50,000 Equity Shares of Rs.10/- each of Kalyani Investment Company Limited shown in InvestmentSchedule stand cancelled subsequent to the date of the Balance Sheet.

c) The Company has made allotment of 57,600,000 - 14% Non-Cumulative Redeemable Preference Shares of Rs.10/- each fully paid up to Kalyani Steels Limited on 27th April, 2010, by way of conversion of the loans amounting to Rs.576,000,000/- given by Kalyani Steels Limited to Surajmukhi and Gladiolla, in accordance with the said Composite Scheme of Arrangement. Pending the said allotment the aggregate face value of the said 14% Non-Cumulative Redeemable Preference Shares amounting to Rs.576,000,000/- has been credited to 14% Non-Cumulative Redeemable Preference Share Capital Suspense Account.

6. In pursuance of the Composite Scheme of Arrangement, sanctioned by the Honble High Court of the Judicature at Bombay, the Company has received allotment of 6,062,342 Equity Shares of Rs.5/- each, fully paid, in BF Investment Limited, in the ratio of one such share for each share of BF Utilities Limited, held on 12th March, 2010, upon demerger of the Investment Business Undertaking of BF Utilities Limited. Proportionate cost of acquisition of shares of BF Utilities Ltd., aggregating to ^342,370,519/- has accordingly been allocated towards the cost of acquisition of the said 6,062,342 Equity Shares of Rs.5/- each, fully paid up in BF Investment Ltd.

7. While calculating the weighted average number of Equity Shares outstanding during the period, effect of the cancellation of the existing 50,000 Equity Shares of Rs.10/- each fully paid up of the Company and of issue of 4,365,306 New Equity Shares of Rs.10/- each fully paid up has been considered from the Appointed Date i.e. 1st October, 2009, since these accounts also incorporate the results of the erstwhile Investment Division of Kalyani Steels Limited with effect from the said Appointed Date. Since the weighted average number of equity shares as calculated above, considers the effect of dilutive potential equity shares allotted after the date of Balance Sheet as stated in Note No. C-5(a) above, diluted EPS is considered to be the same as basic EPS.

8. The Company is in the process of getting the investments and other assets of the Investment Division of Kalyani Steels Limited and of the Amalgamating Companies transferred in its own name.

9. Even though, the Company is not required to obtain the Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934, it has set aside amount to Reserve Fund as required under Section 45-IC of the said Act, on prudent basis.

10. As stated, hereinbefore, in terms of the said Composite Scheme of Arrangement, approved by the Honble High Court of Judicature at Bombay, Chakrapani Investments and Trades Limited, Surajmukhi Investment and Finance Limited and Gladiolla Investments Limited (collectively referred to as the Transferor / Amalgamating Companies) amalgamated with Kalyani Investment Company Limited (the Transferee / Amalgamated Company) with retrospective effect from the Appointed Date, being 1st October, 2009. The amalgamation in substance, constitutes "amalgamation in the nature of merger" as specified under Accounting Standard - 14 on "Accounting for Amalgamations." The Scheme approved by the Honble High Court, inter-alia provides as under :

a) All the reserves of the Transferor / Amalgamating Companies as on the Appointed Date, shall be transferred to the "Amalgamation Reserve Account," in the books of the Transferee / Amalgamated Company.

b) All such amounts standing to the credit of the "Amalgamation Reserve Account," shall constitute Transferee / Amalgamated Companys free reserves available for distribution, as if the same were created by the Transferee / Amalgamated Company out of its own earned and distributable profits and accordingly, shall form part of the and stand transferred to the General Reserve and be treated as net worth of the Transferee / Amalgamated Company.

These accounts incorporate reserves of the Amalgamating Companies in accordance with the said Composite Scheme of Arrangement approved by the Honble High Court of Judicature at Bombay, as stated above.

Deviations in the accounting treatment given to the reserves as prescribed by the said Composite Scheme of Arrangement approved by the Honble High Court of Judicature at Bombay as compared to the requirements of

11. This being, the first year, since incorporation, no statement of cash flows has been drawn up.

12. The Company is an investment company and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

13. There are no "Related Parties", within the meaning of the Accounting Standard -18 on "Related Party Disclosures."

14. The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

15. In the absence of any notification by the Central Government, as to the rate and effective date for payment of cess under Section 441A of the Companies Act, 1956, no provision, for the same, has been made in these accounts.

16. Balance Sheet Abstract and the Companys General Business Profile is enclosed.

17. This being the first year, since incorporation, the question of giving figures pertaining to previous year does not arise.

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