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Notes to Accounts of Kinetic Engineering Ltd.

Mar 31, 2015

1. Other Notes

1. The company has only one class of equity shares, having par value of Rs. 10 per share. Each holder of equity share is entitled for one vote per share and has a right to receive dividend as recommended by the board of directors subject to the necessary approval from the shareholders. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company after distributing of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Out of above Equity shares 18,85,450 (18,85,450) Equity Shares allotted as fully paid up Bonus Shares on Capitalisation of the General Reserve.

3. Out of above Equity Shares 36,700 (36,700) Equity Shares allotted under Employee Stock Option Scheme.

4. Redeemable Non Convertible Non Cumulative Preference Shares have been agreed to be redeemable on 30.09.2013. Redemption premium @ 10.00 % p.a. is payable at the time of redemption. These shares are not entitled to any dividend.

5. Each Optionally Convertible Cumulative Preference Share (OCCPS) is convertible into one fully paid up equity share of the face value of Rs. 10/- each at a premium of Rs. 146/- per share within 18 months from the date of allotment (i.e. 30.12.2006 w.r.t. 36,923 shares; and 11.1.2007 w.r.t. 65,077 shares) at the option of the allottee. The OCCPS shall carry a preferential right to be paid a fixed rate of dividend @ 1% p.a. due and payable on the date of their conversion into equity shares or such other date(s) as may be acceptable to allottee. If any OCCPS is not converted into equity shares, such unconverted preference shares shall carry preferential right to be paid a fixed rate of dividend @ 8.50% p.a. due and payable on the date of their redemption or such other date(s) as may be acceptable to the allottee and will be redemeed any time after expiry of a period of 5 years from the date of allotment at the option of the Company subject to necessary consent and approval. The option to convert has lapsed.

6. Redeemable Cumulative Preference Shares shall be redeemed at the option of the Company at any time after the expiry of a period of 5 years from the date of allotment i.e. 30.12.2006, subject to necessary consent or approval. They will carry a preferential right to be paid a fixed rate of dividend @ 8.50% p.a. due and payable on the date of their redemption or other date(s) as may be acceptable to the allottee.

7 Each Optionally convertible cumulative preference shares (OCCPS) is convertible into one fully paid up equity share of the face value of Rs.10/- each at a premium of Rs.55/- per share within a period of 18 months from the date of allotment (ie 18.09.2013) at the option of the allottee. The OCCPS shall carry a preferential right to be paid a fixed rate of dividend at 1 % p.a. due and payable on the date of their conversion into equity shares or such other date(s) as may be acceptable to the allottee. If any OCCPS are not converted into equity shares, such unconverted preference shares shall carry preferential rights to be paid a fixed rate of dividend at 8.5% p.a. due and payable on the date of their redemption or such other date(s) as may be acceptable to the allottees and will be redeemed any time after the expiry of a period of 18 months from the date of allotment at the option of the allottee.

8 Each 8.5% new Optionally convertible cumulative preference shares (OCCPS) is convertible into one fully paid up equity share of the face value of Rs. 10/- each at a premium of Rs.55/- per share within a period of 18 months from the date of allotment (ie 18.09.2013) at the option of the allottee. The 8.5% new OCCPS shall carry a preferential right to be paid a fixed rate of dividend at 1 % p.a. due and payable on the date of their conversion into equity shares or such other date(s) as may be acceptable to allottees. If any 8.5% new OCCPS are not converted into equity shares such unconverted preference shares shall carry preferential rights to be paid a fixed rate of dividend at 8.5% pa due and payable on the date of their redemption or such other date(s) as may be acceptable to the allottees and will be redeemed any time after expiry of a period of 18 months from the date of allotment at the option of the allotted.

9 Redeemable Cumulative Preference Shares shall be redeemed at the option of the Company at any time after the expiry of a period of 5 years from the date of allotment i.e. 30.12.2006, subject to necessary consent or approval. They will carry a preferential right to be paid a fixed rate of dividend @ 8.50% p.a. due and payable on the date of their redemption or other date(s) as may be acceptable to the allottee.

2. Freehold Land, Leasehold Land and Buildings have been revalued as per the Scheme of Arrangement and additional depreciation arising on account of revaluation of such assets amounting to Rs.NIL (Rs. 73.72 Lacs) for the year has been withdrawn from General Reserve and credited to Profit and Loss Account in terms of the said Scheme of Arrangement.

3. CONTINGENT LIABILITIES AND COMMITMENTS :

Contingent Liabilities in respect of Rs. in Lacs Rs. in Lacs

a. Income Tax matter under appeal, approx (See Note Below) 128.08 (65.97)

b. Sales Tax matter under appeal 209.67 (347.30)

c. Excise Duty in dispute 517.81 (511.57)

d. Octroi Duty in dispute (High court Order received in Company's favour but the case is in appeal before Supreme Court hence shown in Contingent Liability.) 335.74 (335.74)

e. ESIC liability in dispute 1.26 (1.26)

f. Municipal Property Tax in dispute 322.39 (228.52)

g. Labour Cases 46.07 (45.52)

h. Entry Tax in dispute 8.49 (8.49)

i. Other compensation matters 20.00 (20.00)

j. Claim against Company not acknowledged as debt 26.07 (26.07) Commitments:

On Capital Account 786.58 (674.59)

Note : Income Tax matter under appeal, Rs. 128.08 Lacs (Rs. 65.97 Lacs) is excluding Rs. 158.49 Lacs (Rs. 158.49 Lacs) in respect of which favourable decision has been given by the Income Tax Appellate Tribunal, Pune on similar grounds in an earlier assessment year and Rs. 1641.77 Lacs (Rs. 1641.77 Lacs) on account of demands raised by the Assessing Officer against which the company has preferred an appeal and in addition the company has filed application for rectification and setting aside the demands in view of the carried forward losses.

4. Company has purchased six bills of exchange and paid Rs. 206.65 Lacs (Rs. 206.65 Lacs) for the same. These bills have matured but have not been honoured. Company has filed suits in the High Court of Judicature at Bombay.

5. Earning Per Share :

a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after tax disclosed in the Profit and Loss Account after adjusting dividend on cumulative preference shares of Rs. 166.90 Lacs (Rs. 166.90 Lacs)

b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earnings per share is 135,72,877 (135,65,850).

6. In terms of the Notification dated 31st March 2009 by The Ministry of Corporate Affairs amending AS-11 "The Effects of Changes in Foreign Exchange Rates", the company has exercised the option to recognize the exchange difference on long term monetary items retrospectively from the accounting period 2007-08. Such exchange differences relating to the acquisition of capital assets are adjusted to the cost of capital and would be depreciated over the balance life of the asset. Exchange difference amounting to Rs. 2197.37 Lacs (Rs. Rs. 2067.20 Lacs) has been carried in the Fixed Assets and Capital work in progress as on 31.03.2015. Had this option not been exercised by the company Profit for the year would have been lower by Rs. 169.02 Lacs (Loss would have been highered by Rs. Rs. 502.45 Lacs).

7. As per the information available with the company till date,none of the suppliers have informed the company about their having registered themselves under the' Micro, Small and Medium Enterprises Development Act, 2006. As such, information as required under this Act, cannot be compiled and therefore not disclosed for the year.

8. a. "The company has entered into Settlement Agreement with the Foreign Currency Bond (FCB) holders holding 180 Bonds of $1,00,000/- each. In terms of the settlement agreements, 87 Bonds would be repaid at the face value along with the redemption premium @ 24.50% and restructuring fee @ 2.60%. For the remaining 93 Bonds, 23,40,499 Equity shares of Rs.10/- face value with a premium of Rs.146/- per share would be allotted to the Bond holders in full settlement. The difference between Redemption premium provided for in the books and that payable in terms of Settlement agreement is reversed and credited to Security Premium. The Difference between the carrying amount of the Bonds and the amount payable to Bond holders along with the amount of the Equity Shares to be issued amounting to Rs. 2300.39 Lacs has been credited to Gain on settlement of FCB and disclosed as an Exceptional Item under Note No.25. The Company is in the process of obtaining necessary approval from The Reserve Bankof India in this matter.

b. "The company has entered into Settlement Agreement with Micro Age Instruments Pvt. Ltd. (MAIPL). In terms of the settlement agreements, loan to the extend of Rs.725 lacs would be settled by way of issue of 2,24,359Equity shares of Rs.10/- face value with a premium of Rs.146/- per share and reamining loan of Rs.375 lacs has been credited to Gain on Settlement and same has been disclosed as an as an Exceptional Item under Note No.25."

9. In view of the expected growth in Indian Automobile Industry and business potential of the company, having regard to the fact that the company has settled its debs resulting into positive netwrth, the company expects substantial growth in its turnover and financial position. Based on these future prospects, though the company has continuously incurred losses in previous years, the financial statements of the company have been prepared on going concern basis.

10. Employee Benefits:

A) Defined Contribution Plans

a) Providend Fund

b) State Defined Contribution Plans- Employer's Contribution to Employee's Pension Scheme 1995.

Defined benefit plan as per the actuarial valuation as on 31st March,2015 is as follows :

B) Defined Bebefit Plans :

The company makes annual contributions to a funded defined benefit plan for qualifying employees. The plan is administered with Reliance Life Insurance Company Limited. The scheme provides for lumpsum payment of 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 only upon completion of five years of service, except in case of death or permanent disability. The present value of the defined obligation and the related current service cost measured using projected unit credit method with actuarial valuation being carried out at the Balance sheet date.

11. Related Parties Transactions: As per Accounting Standard-18

A) Name of Related Parties :

Jaya Hind Sciaky Ltd., Kinetic Communications Ltd., Ajinkya Holdings Pvt. Ltd., Microage Instruments Pvt. Ltd., Ajinkya Auto Fab Ltd., Kinetic Hundai Elevator & Movement Technologies Ltd.Chrysalis Financial Services Pvt. Ltd..Chrysalis Casting Private Limited,Kinetic Taigene Electrical Co. Pvt. Ltd., Ducati Energia Pvt. Ltd., Kinetic Motor Automotive Pvt. Ltd., Kinetic Green Energy & Power Solutions Limited, Kinetic World Private Limited,Kinetic kids Products Private Limited.



B) Name of Related Parties Mr. A.H. Firodia, Mr. Ajinkya Firodia, Mrs. S.F. Motwani

Relationship Key Management Personnel

Nature of Transaction Volume of Transactions ( Rs. in Lacs)

Disclosure in respect of material related party transactions during the year

a Purchases from Jaya Hind Sciaky Limited Rs.0.31 lacs (Previous Year Rs.-0.07 Lacs) &Ajinkya Auto Fab Limited 12.39 Lacs (Previous Year Rs. 9.11 Lacs)

b Sales include to Ducati Energia India Private Limited Rs. 2.05 lacs (Previous Year Rs. -1.79 Lacs), Jaya Hind Sciaky Limited Rs. 1.34 Lacs (Previous Year Rs. NIL)

c Interest payment includes Microage Instruments Private Limited Rs. NIL Lacs (Previous Year Rs. 1.12 Lac)

d Income from Rendering of services include to Jaya Hind Sciaky Limited Rs. 43.44 Lacs (Previous Year Rs. 30.15 Lacs),Microage Instruments Pvt. Ltd. Rs. 1.9 Lac (Previous Year Rs. 0.37 Lacs), Chrysalis Financial Services Pvt. Ltd. Rs. NIL lacs (Previous Year Rs. 0.05 Lacs)

e Expenses for receiving of other services paid to Jaya Hind Sciaky Limited Rs. NIL Lacs (Previous Year Rs. 0.97 Lacs), Kinetic Communication Limited Rs. 31.03 Lacs (Previous Year Rs. 54.51 Lacs), Microage Instruments Private Limited Rs.0.86 Lacs (Previous Year Rs. 1.34 Lacs).

f Rent paid to Microage Instruments Private Limited Rs. 310.24 Lacs (Previous Year Rs. 182.19 Lacs) and Mr. A.H. Firodia Rs 0.05 Lacs (Previous Year Rs 0.05 Lacs

g Purchase of assets include Jaya Hind Sciaky Limited Rs. NIL Lakhs (Previous Year Rs. 16.22 Lacs),

h Sale of assets include Kinetic Taigene Electrical Co. Private Limited Rs. 17.27 Lacs (Previous Year Rs. Nil Lacs),

i ICD received from Ajinkya Holdings Private Limited Rs. NIL Lacs (Previous Year Rs. 792.00 Lacs).

j ICD repaid include Ajinkya Holdings Private Limited Rs. NIL Lacs (Previous Year Rs. 7.00 Lacs),Micro Age Instruments Pvt. Ltd. Rs.350.00 Lacs by way of Equity Shares to be issued (Previous Year Rs. Nil Lacs),

k Investment in Debenture include Kinetic Motor Automotive Private Limited Rs. NIL Lacs (Previous Year Rs. 1119.86 Lacs).

I Amounts Written back during the period in respect of related party Kinetic Communication Ltd. Rs.NIL lacs (Previous Year Rs. 1.98 lacs).

m Amounts Written back during the period in respect of loan from the related party Micro Age Instruments Pvt. Ltd. Rs.375.00 lacs (Previous Year Rs. Nil lacs).

n Remuneration to key managerial personnel include to Mr. A.H. Firodia Rs. NIL Lacs (Previous Year Rs. 3.81 Lacs), Mr. Ajinkya Firodia Rs. 43.57 Lacs (Previous Year Rs. 61.00 Lacs) and Mrs. S.F. Motwani Rs. 48.70 Lacs (Previous Year Rs. 44..03 Lacs),

o Proceed from redemption of Debenture include Kinetic Motor Automotive Private Limited Rs. NIL Lacs (Previous Year Rs. 900 Lacs).

P Redemption of Debenture include Kinetic Motor Automotive Private Limited Rs. NIL Lacs (Previous Year Rs. 900 Lacs), q Dividend received from Kinetic Communications Limited Rs.0.16 Lacs (Previous Year Rs. NIL) Kinetic Hundai Elevator & Movement Technologies Private Limited Rs. 16.2 Lacs( Previous Year Rs.NIL)

12. Pursuant to Companies Act, 2013 ("the act") effective from 01 April, 2014, the company has revised depreciation rates on fixed assets as per the useful life specified in Part "C" of Schedule II of the act or as per the estimates based on Internal Technical Evaluation made by the management. As result of this change, the depreciation charge for the year ended 31 March 2015 is lower by Rs 0.77 crores. In respect of the assets whose useful life is already exhausted as on 01 April 2014 depreciation of Rs. 2.11 crores has been adjusted in Reserve and Surplus in accordance with the requirements of the Schedule II of the Act.

13. Previous year's figures have been regrouped wherever necessary.


Mar 31, 2014

1. The company has only one class of equity shares, having par value of Rs. 10 per share. Each holder of equity share is entitled for one vote per share and has a right to receive dividend as recommended by the board of directors subject to the necessary approval from the shareholders. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company after distributing of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Out of above Equity hares 18,85,450 (18,85,450) Equity Shares allotted as fully paid up Bonus Shares on Capitalisation of the General Reserve

3. Out of above Equity Shares 36,700 (36,700) Equity Shares allotted under Employee Stock Option Scheme.

4. Redeemable Non Convertible Non Cumulative Preference Shares have been agreed to be redeemable on 30.09.2013. Redemption premium @ 10.00 % p.a. is payable at the time of redemption. These shares are not entitled to any dividend.

5. Each Optionally Convertible Cumulative Preference Share (OCCPS ) is convertible into one fully paid up equity share of the face value of Rs. 10/- each at a premium of Rs. 146/- per share within 18 months from the date of allottment (i.e. 30.12.2006 w.r.t. 36,923 shares; and 11.1.2007 w.r.t. 65,077 shares) at the option of the allottee. The OCCPS shall carry a preferential right to be paid a fixed rate of dividend @ 1% p.a. due and payable on the date of their conversion into equity shares or such other date(s) as may be acceptable to allottee. If any OCCPS is not converted into equity shares, such unconverted preference shares shall carry preferential right to be paid a fixed rate of dividend @ 8.50% p.a. due and payable on the date of their redemption or such other date(s) as may be acceptable to the allottee and will be redemeed any time after expiry of a period of 5 years from the date of allotment at the option of the Company subject to necessary consent and approval. The option to convert has lapsed.

6. Redeemable Cumulative Preference Shares shall be redeemed at the option of the Company at any time after the expiry of a period of 5 years from the date of allottment i.e. 30.12.2006, subject to necessary consent or approval. They will carry a preferential right to be paid a fixed rate of dividend @ 8.50% p.a. due and payable on the date of their redemption or other date(s) as may be acceptable to the allottee.

7. Each Optionally convertible cumulative preference shares (OCCPS) is convertible into one fully paid up equity share of the face value of Rs.10/- each at a premium of Rs.55/- per share within a period of 18 months from the date of allotment (ie 18.09.2013) at the option of the allottee. The OCCPS shall carry a preferential right to be paid a fixed rate of dividend at 1% p.a. due and payable on the date of their conversion into equity shares or such other date(s) as may be acceptable to the allottee. If any OCCPS are not converted into equity shares, such unconverted preference shares shall carry preferential rights to be paid a fixed rate of dividend at 8.5% p.a. due and payable on the date of their redemption or such other date(s) as may be acceptable to the allottees and will be redeemed any time after the expiry of a period of 18 months from the date of allotment at the option of the allottee.

8. Each 8.5% new Optionally convertible cumulative preference shares (OCCPS) is convertible into one fully paid up equity share of the face value of Rs. 10/- each at a premium of Rs.55/- per share within a period of 18 months from the date of allotment (ie 18.09.2013) at the option of the allottee. The 8.5% new OCCPS shall carry a preferential right to be paid a fixed rate of dividend at 1% p.a. due and payable on the date of their conversion into equity shares or such other date(s) as may be acceptable to allottees. If any 8.5% new OCCPS are not converted into equity shares such unconverted preference shares shall carry preferential rights to be paid a fixed rate of dividend at 8.5% p.a. due and payable on the date of their redemption or such other date(s) as may be acceptable to the allottees and will be redeemed any time after expiry of a period of 18 months from the date of allotment at the option of the allotted.

9 Redeemable Cumulative Preference Shares shall be redeemed at the option of the Company at any time after the expiry of a period of 5 years from the date of allottment i.e. 30.12.2006, subject to necessary consent or approval. They will carry a preferential right to be paid a fixed rate of dividend @ 8.50% p.a. due and payable on the date of their redemption or other date(s) as may be acceptable to the allottee.

Security:

(i) Vehicle term loan from banks are secured by hypothecation of vehicle purchased against such term loan.

Terms of Repayment:

(i) Two vehicle loans are repayable by 36 EMIs of Rs. 0.37 Lac starting from 15.06.2011 and 60 EMIs of Rs. 0.23 Lac starting from 15.02.2013.

(ii) In respect of loans and advances taken from related parties, based on present mutual understanding with the lenders, the expected repayment would be made in next 6 years based on cash flow position of the company. Expected repayment within next 12 months Rs. 60 Lacs is shown under current maturities.

(iii) Term loan from others includes gross amount of Loan of Rs. 1289.72 Lacs is repayable by 10 yearly instalment of Rs. 128.97 lacs starting from November, 2014.

Other Current Liabilities

Current maturities of long-term debt include Foreign Currency Convertible Bonds of USD 18,000,000 which were redeemable on 15th February, 2014, at a premium of 24.50%.

Employee Benefits Expenses

Note:- Employee Benefit Expenses include remuneration paid to Chairman, Vice Chairperson and Managing Director amounting to Rs.108.84 lakhs Which is subject to Approval of Central Government.

1. Other Notes

2. "Freehold Land, Leasehold Land and Buildings have been revalued as per the Scheme of Arrangement and additional depreciation arising on account of revaluation of such assets amounting to Rs.73.72 Lacs (Rs. 89.69 Lacs) for the year has been withdrawn from General Reserve and credited to Profit and Loss Account in terms of the said Scheme of Arrangement.

3. CONTINGENT LIABILITIES AND COMMITMENTS :

Contingent Liabilities in respect of Rs. in Lacs Rs. in Lacs

a. Income Tax matter under appeal, approx (See Note Below) 65.97 65.97

b. Sales Tax matter under appeal 347.30 445.39

c. Excise Duty in dispute 597.04 698.23

d. Octroi Duty in dispute (High court Order received in Company''s favour but the case is in appeal before Supreme Court hence shown in Contingent Liability.) 335.74 335.74

e. ESIC liability in dispute 1.26 1.26

f. Municipal Property Tax in dispute 228.52 233.33

g. Labour Cases 45.52 47.07

h. Entry Tax in dispute 8.49 10.13

i. Other compensation matters 20.00 20.00

j. Claim against Company not acknowledged as debt. 26.07 26.07

Commitments :

On Capital Account 674.59 576.99

Note : Income Tax matter under appeal, Rs. 65.97 Lacs (Rs. 65.97 Lacs) is excluding Rs. 158.49 Lacs (Rs. 158.49 Lacs) in respect of which favourable decision has been given by the Income Tax Appellate Tribunal, Pune on similar grounds in an earlier assessment year and Rs. 1641.77 Lacs (Rs. 1641.77 Lacs) on account of demands raised by the Assessing Officer against which the company has preferred an appeal and in addition the company has filed application for rectification and setting aside the demands in view of the carried forward losses.

4. Company has purchased six bills of exchange and paid Rs. 206.65 Lacs (Rs. 206.65 Lacs) for the same. These bills have matured but have not been honoured. Company has filed suits in the High Court of Judicature at Bombay.

5. Issue of 4550 (4550) Bonus Shares and 480 (480) Rights shares have been kept in abeyance as per the provisions of Section 206A of the Companies Act, 1956.

5. Earning Per Share :

a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after tax disclosed in the Profit and Loss Account after adjusting dividend on cumulative preference shares of Rs. 166.90 Lacs (Rs. 194.16 Lacs)

b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earnings per share is 135,65,850 (135,65,850).

6. In terms of the Notification dated 31st March 2009 by The Ministry of Corporate Affairs amending AS-11 "The Effects of Changes in Foreign Exchange Rates", the company has exercised the option to recognize the exchange difference on long term monetary items retrospectively from the accounting period 2007-08. Such exchange differences relating to the acquisition of capital assets are adjusted to the cost of capital and would be depreciated over the balance life of the asset. Exchange difference amounting to Rs. 2067.20 Lacs (Rs. 1571.87 Lacs) has been carried in the Fixed Assets and Capital work in progress as on 31.03.2014. Had this option not been exercised by the company Loss for the year would have been higher by Rs. 502.45 Lacs (Loss would have been highered by Rs. 513.62 Lacs).

7. Persuant to the notification dated December 29,2011 issued by the Ministry of Corporate Affairs amending the Accounting Standard 11, the Company has exercised the option as per 46A inserted in the Standard for long term monetary liabilities. Consequently,on long term Monetary Liability, exchange difference loss of Rs. NIL (Rs. 200.58 Lacs) is carried forward in the Foregn Exchange Monetary Items Translation Difference Account as on March 31,2014 and will be amortized over the balance period of the monetary liability. As a result of above change, the loss for the year is under stated by Rs. NIL (Rs. 200.58 Lacs).

8. As per the information available with the company till date,none of the suppliers have informed the company about their having registered themselves under the '' Micro, Small and Medium Enterprises Development Act, 2006. As such, information as required under this Act, cannot be compiled and therefore not disclosed for the year.

9. In view of the expected growth in Indian Automobile Industry and business potential of the company, having regard to the fact that the company is in the process of settlement of its debts & financial restructuring and the company has recently sold MTWL shares and generated fund of Rs.122 Cr., the company expects substantial growth in its turnover and financial position. Based on these future prospects, though the company has continuously incurred losses, the financial statements of the company have been prepared on going concern basis.

B) Defined Benefit Plans

The company makes annual contributions to a funded defined benefit plan for qualifying employees. The plan is administered with Reliance Life Insurance Company Limited. The scheme provides for lumpsum payment of 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 only upon completion of five years of service, except in case of death or permanent disability. The present value of the defined obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the Balance sheet date.

Disclosure in respect of material related party transactions during the year :

a. Purcahses from Jaya Hind Sciaky Limited ( Formerly Kaygee Auto Product Pvt. Ltd) Rs.-0.07 lacs (Previous Year Rs. Nil Lacs) and Ajinkya Auto Fab Ltd. Rs.9.11 Lacs (Previous Year Rs. Nil).

b. Sales include to Ducati Energia India Private Limited Rs. 1.79 (Previous Year Rs. NIL), Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd) Rs. Nil Lacs (Previous Year Rs. 1.36) and Ajinkya Auto Fab Limited Rs. Nil Lac (Previous Year Rs. 0.02 Lacs).

c. Royalty received from Jaya Hind Sciaky Limited ( Formerly Kaygee Auto Product Pvt. Ltd) Rs. NIL (Previous Year Rs. NIL).

d. Income from Rendering of services include to Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd) Rs. 30.15 Lacs (Previous Year Rs. 37.59 Lacs), Microage Instruments Pvt. Ltd. Rs. 0.37 Lac (Previous Year Rs. Nil Lacs), Chrysalis Financial Services Pvt. Ltd. Rs. 0.05 lacs (Previous Year Rs. Nil Lacs) and Kinetic Hundai Elevator & Movement Tachnologies Limited Rs. Nil Lac (Previous Year Rs. 0.11 Lacs).

e. Expenses for receiving of other services paid to Jaya Hind Sciaky Limited ( Formerly Kaygee Auto Product Pvt. Ltd) Rs. 0.97 Lacs (Previous Year Rs. NIL), Kinetic Communication Limited Rs. 54.51 Lacs (Previous Year Rs. 77.76 Lacs), Microage Instruments Private Limited Rs. 1.34 Lacs (Previous Year Rs. 4.93 Lacs).

f. Other receipts received from Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd.) Rs. Nil Lac (Previous Year Rs. 0.91 Lacs).

g. Rent Received from JHS Taigene Electrical Company Private Limited Rs. NIL (Previous Year Rs. 27.47 Lacs) and Chrysalis Casting Private Limited Rs. NIL (Previous Year Rs. Nil Lacs).

h. Rent paid to Microage Instruments Private Limited Rs. 182.19 Lacs (Previous Year Rs. 194.40 Lacs).

i. Purchase of assets include Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd.) Rs. 16.22 (Previous Year Rs. Nil Lacs).

j. Sale of assets include Microage Instruments Private Limited Rs. NIL (Previous Year Rs. Nil Lacs).

k. ICD received include Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd.) Rs. NIL (Previous Year Rs. NIL), Ajinkya Holdings Private Limited Rs. 792.00 Lacs (Previous Year Rs. 414.00 Lacs) and Microage Instruments Private Limited Rs. NIL (Previous Year Rs. NIL Lacs).

l. ICD repaid include Microage Instruments Private Limited Rs. NIL (Previous Year Rs. NIL Lacs) and Ajinkya Holdings Private Limited Rs. 7.00 Lacs (Previous Year Rs. 86.50 Lacs).

m. Investment in Preference Shares include Microage Instruments Private Limited Rs. NIL (Previous Year Rs. NIL) and Kinetic Motor Company Limited Rs. NIL (Previous Year Rs. NIL Lacs).

n. Investment in Equity Shares include Kinetic Motor Automotive Private Limited Rs. NIL (Previous Year Rs. NIL Lacs).

o. Sale of Shares held as Investment include Microage Instruments Private Limited Rs. NIL (Previous Year Rs. NIL).

p. Amounts Written back during the period in respect of loan from the related party include to Microage Instruments Private Limited Rs. NIL (Previous Year Rs. 1600 lacs) and Kinetic Cummunicaton Ltd. Rs.1.98 lcas (Previous Year Rs. 1600 lacs).

q. Amounts writte off include JHS Taigene Electrical Company Private Limited Rs. NIL (Previous Year Rs. NIL Lacs).

r. Remuneration to key managerial personnel include to Mr. A.H. Firodia Rs. 3.81 Lacs (Previous Year Rs. 25.85 Lacs), Mr. Ajinkya Firodia Rs. 61.00 Lacs (Previous Year Rs. 30.60 Lacs) and Mrs. S.F. Motwani Rs. 44.03 Lacs (Previous Year Rs. 44.71 Lacs).

s. Fees for professional services paid to Mr. S. C. Shah Rs. NIL (Previous Year Rs. NIL).

t. Interest payment includes Microage Instruments Private Limited Rs. 1.12 Lacs (Previous Year Rs. 1.91 Lac) and Ajinkya Holdings Private Limited Rs. NIL Lacs (Previous Year Rs. 122.84).

u. Investment in Debenture include Kinetic Motor Automotive Private Limited Rs. 1119.86 Lacs (Previous Year Rs. NIL Lacs).

v. Proceed from redeemption of Debenture include Kinetic Motor Automotive Private Limited Rs. 900.00 Lacs (Previous Year Rs. NIL Lacs).

w. Redeemption of Debenture include Kinetic Motor Automotive Private Limited Rs. 900.00 Lacs (Previous Year Rs. NIL Lacs).


Mar 31, 2013

1. "The scheme of Amalgamation (the scheme) of Kinetic Motor Company Ltd. (KMCL) with the company (KEL) was approved by the honorable High Court Bombay vide their order dated 8th February, 2013. Appointed date of the Amalgamation is 1st January, 2012 and its effective date is 11th March, 2013.""The Amalgamation is accounted for in the financial statements of the company as per Purchase Method by incorporating Assets and Liabilities of KMCL at their fair values and accordingly the value of investment in Mahindra Two Wheeler Ltd. and Land at Supa has been considered at their fair values, as valued by independent valuers, at Rs. 14688 Lacs and Rs. 530.34 Lacs respectively.""Capital Reserve has been credited by Rs. 2082.37 Lacs being Excess of Net Assets value acquired from KMCL over the consideration by way of issue of shares of company in terms of the scheme and charging expenses relating to Amalgamation. As stipulated in the scheme, authorized capital of KMCL is added in the authorized capital of the company. " "Inter-Company balances and investments have been eliminated. In terms of the scheme, inter corporate deposit of Micro Age Instruments P. Ltd.(MAIPL) is adjustable against the transfer of 30 Acres of Land at Supa acquired as per the Scheme. Accordingly, balance of inter corporate deposit after taking into consideration the waiver of Rs. 1600 Lacs would be adjusted against the fair value of Supa Land and the excess amount of inter corporate deposit over the fair value of Land amounting to Rs.204.63 Lacs would be credited to Capital Reserve upon execution of necessary agreement. Had the scheme not prescribed this treatment such excess amount would be credited to statement of Profit and Loss. ""Details of consideration payable as per the Scheme:""a) 4 fully paid Equity Shares of Rs.10/- each in the company will be issued for every 31 Equity shares held by the shareholders of KMCL."b) 1 Redeemable preference share of Rs.65/-each in the company will be issued for every optionally converted preference share of RS.65/-each of KMCL, held by Micro Age Instruments Pvt Ltd (MAIPL)."c) 1 Redeemable preference share of Rs. 65/- each in the company will be issued for every New optionally converted preference share of Rs. 65/-each of KMCL, held by MAIPL."d) 100 fully paid equity shares of Rs.10/-each in the company for every 621 Optionally convertible cumulative preference shares of Rs. 22/- each of KMCL, held by Ajinkya Holding P. Ltd.""Total 3193882 Equity shares of Rs. 10/- each and 2006804 Redeemable preference shares of Rs.65/-each, to be issued in terms of the Scheme totaling to Rs. 1623.81 Lacs, has been shown as Share Capital Suspense. ""

2. Consequent to Amalgamation of Kinetic Motor Company Limited (KMCL) with the Company (KEL), in terms of Bombay High Court''s order for approving the Scheme of Amalgamation between KMCL & KEL dated 08th February, 2013 having appointed date of Merger as 1st January, 2012, the investment made by KMCL in Mahindra Two Wheelers Limited (MTWL) has been incorporated in the financial statements of the company at the fair value of Rs. 146.88 Crores. Though, there is substantial erosion in the net worth of MTWL as on 31.03.2013, the management is of the opinion that the investment made in MTWL is long term and strategic in nature and the consequential diminution in value of investment due to erosion in net worth is temporary in nature and therefore no provision for the same as per AS-13, Accounting for Investments, has been considered necessary.

3. Freehold Land, Leasehold Land and Buildings have been revalued as per the Scheme of Arrangement and additional depreciation arising on account of revaluation of such assets amounting to Rs.89.69 Lacs (Rs. 111.12 Lacs) for the year has been withdrawn from General Reserve and credited to Profit and Loss Account in terms of the said Scheme of Arrangement.

4. CONTINGENT LIABILITIES AND COMMITMENTS :

Contingent Liabilities in respect of

Rs. in Lacs Rs. in Lacs

a. Income Tax matter under appeal, approx (See Note Below) 65.97 (65.97)

b. Sales Tax matter under appeal 445.39 (331.28)

c. Excise Duty in dispute 698.23 (421.24)

d. Octroi Duty in dispute (High court Order received in Company''s favour but the case is in appeal before Supreme Court hence shown in Contingent Liability.) 335.74 (335.74)

e. ESIC liability in dispute 1.26 (1.26)

f. Municipal Property Tax in dispute 233.33 (276.70)

g. Labour Cases 47.07 (2.00)

h. General Surety Bond executed in favour of Excise Dept for JHS Taigene Electrical Co. Pvt. Ltd. 0.00 (300.00)

i. Entry Tax in dispute 10.13 0.00

j. Other compensation matters 20.00 0.00

k. Claim against Company not acknowledged as debt. 26.07 0.00 Commitments :

On Capital Account 576.99 (487.16)

Note : Income Tax matter under appeal, Rs. 65.97 Lacs (Rs. 65.97 Lacs) is excluding Rs. 158.49 Lacs (Rs. 158.49 Lacs) in respect of which favourable decision has been given by the Income Tax Appellate Tribunal, Pune on similar grounds in an earlier assessment year and Rs. 1641.77 Lacs (Rs. 1641.77 Lacs) on account of demands raised by the Assessing Officer against which the company has preferred an appeal and in addition the company has filed application for rectification and setting aside the demands in view of the carried forward losses.

5. Company has purchased six bills of exchange and paid Rs. 206.65 Lacs (Rs. 206.65 Lacs) for the same. These bills have matured but have not been honoured. Company has filed suits in the High Court of Judicature at Bombay.

6. Issue of 4550 (4550) Bonus Shares and 480 (480) Rights shares have been kept in abeyance as per the provisions of Section 206A of the Companies Act, 1956.

7. Earning Per Share :

a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after tax disclosed in the Profit and Loss Account after adjusting dividend on cumulative preference shares of Rs. 194.16 Lacs (Rs. 56.18 Lacs)

b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earnings per share is 135,65,850 (103,71,968).

8. In terms of the Notification dated 31st March 2009 by The Ministry of Corporate Affairs amending AS-11 "The Effects of Changes in Foreign Exchange Rates", the company has exercised the option to recognize the exchange difference on long term monetary items retrospectively from the accounting period 2007-08. Such exchange differences relating to the acquisition of capital assets are adjusted to the cost of capital and would be depreciated over the balance life of the asset. Exchange difference amounting to Rs. 1571.87 Lacs (Rs. 599.60 Lacs) has been carried in the Fixed Assets and Capital work in progress as on 31.03.2012 .Had this option not been exercised by the company Loss for the year would have been higher by Rs. 513.62 Lacs (Loss would have been lowered by Rs. 850.77 Lacs).

9. Persuant to the notification dated December 29,2011 issued by the Ministry of Corporate Affars amending the Accounting Standard 11, the Company has exercised the option as per 46A inserted in the Standard for long term monetary liabilities. Consequently,on long term Monetary Liability, exchange difference loss of Rs. 200.58 Lacs (Rs. 187.69 Lacs) is carried forward in the Foregn Exchange Monetary Items Translation Difference Account as on March 31,2013 and will be amortized over the balance period of the monetary liability. As a result of above change, the loss for the year is under stated by Rs. 200.58 Lacs (Rs. 187.69 Lacs).

10. As per the information available with the company till date,none of the suppliers have informed the company about their having registered themselves under the '' Micro, Small and Medium Enterprises Development Act, 2006. As such, information as required under this Act, cannot be compiled and therefore not disclosed for the year.

11. In view of the continued growth in Indian automobile industry and business potential of the Company , because of order books in hand and ramping up of few development programmes in the coming year and also a few technical collaborations, Company expects substantial growth in its turnover and improved financial position. Based on these future prospects, though the Company has continuously incurred losses, the financial statements of the Company have been prepared on going concern basis.

12. Employee Benefits:

A) Defined Contribution Plans

a) Providend Fund

b) State Defined Contribution Plans- Employer''s Contribution to Employee''s Pension Scheme 1995.

c) Superannuation- Yearly contribution at the rate 15% of eligible salary is made. During the year, the company has recognised the following amounts in the Profit & Loss Account

B) Defined Benefit Plans

The company makes annual contributions to a funded defined benefit plan for qualifying employees. The plan is administered with Reliance Life Insurance Company Limited. The scheme provides for lumpsum payment of 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 only upon completion of five years of service, except in case of death or permanent disability. The present value of the defined obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the Balance sheet date.

13. Previous year''s figures have been regrouped wherever necessary. Figures of current year include figures of merged entity (KMCL) and as such are not comparable with previous year''s figures.


Mar 31, 2012

A) Other details

1. The company has only one class of equity shares, having par value of Rs. 10 per share. Each holder of equity share is entitled for one vote per share and has a right to receive dividend as recommended by the board of directors subject to the necessary approval from the shareholders. In the event of liquidation of the company, the holders of equity shares will be entitled to receive 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.

2. Out of above Equity Shares 18,85,450 (18,85,450) Equity Shares allotted as fully paid up Bonus Shares on Capitalisation of the General Reserve (Refer Note No.12 )

3. Out of above Equity Shares 36,700 (36,700) Equity Shares allotted under Employee Stock Option Scheme.

4. Redeemable Non Convertible Non Cumulative Preference Shares have been agreed to be redeemable on 30.09.2013. Redemption premium @ 10.00 % p.a. is payable at the time of redemption. These shares are not entitled to any dividend.

5. Each Optionally Convertible Cumulative Preference Share (OCCPS ) is convertible into one fully paid up equity share of the face value of Rs. 10/- each at a premium of Rs. 146/- per share within 18 months from the date of allottment (i.e. 30.12.2006 w.r.t. 36,923 shares; and 11.1.2007 w.r.t. 65,077 shares) at the option of the allottee. The OCCPS shall carry a preferential right to be paid a fixed rate of dividend @ 1% p.a. due and payable on the date of their conversion into equity shares or such other date(s) as may be acceptable to allottee. If any OCCPS is not converted into equity shares, such unconverted preference shares shall carry preferential right to be paid a fixed rate of dividend @ 8.50% p.a. due and payable on the date of their redemption or such other date(s) as may be acceptable to the allottee and will be redemeed any time after expiry of a period of 5 years from the date of allotment at the option of the Company subject to necessary consent and approval. The option to convert has lapsed.

6. Redeemable Cumulative Preference Shares shall be redeemed at the option of the Company at any time after the expiry of a period of 5 years from the date of allottment i.e. 30.12.2006, subject to necessary consent or approval. They will carry a preferential right to be paid a fixed rate of dividend @ 8.50% p.a. due and payable on the date of their redemption or other date(s) as may be acceptable to the allottee.

(iv) Foreign Currency Convertible Bonds of USD 18,000,000 are convertible into Equity Shares at the option of the holders, on following terms:

(a) Foreign Currency value of bonds convertible at a fixed exchange rate of USD 1 = Rupees 39.26

(b) The Rupee value of bonds, as above, is convertible into Equity Shares of Rs. 10/- each, at a price of Rs. 156/- per Equity Share.

(c) The option to convert can be notified to the Company, latest by 5th February, 2013.

(d) If not converted, the bonds are redeemable on 15th February, 2014, at a premium of 19.85% of the outstanding principal value of the bonds based on an in-principle consent from FCCB holders for extension of its date of repayment from Feb, 2013 to Feb, 2014 and as such, the same are classified as Long Term Borrowings.

Continuing default as on the date of Balance Sheet:

(i) Current maturities of long term debts include instalment of sales tax loan of Rs. 20.10 Lacs which was due on 30.04.2011, which is outstanding as on the date of Balance Sheet.

Figures in Parentheses relate to the Previous Period :

2. Freehold Land, Leasehold Land and Buildings have been revalued as per the Scheme of Arrangement and additional depreciation arising on account of revaluation of such assets amounting to Rs.111.12 Lacs (Rs. 150.34 Lacs) for the year has been withdrawn from General Reserve and credited to Profit and Loss Account in terms of the said Scheme of Arrangement.

3. CONTINGENT LIABILITIES :

Contingent Liabilities in respect of Rs. in Lacs Rs. in Lacs

a.Income Tax matter under appeal, approx (See Note Below) 65.97 (105.92)

b. Sales Tax matter under appeal 331.28 (465.23)

c. Excise Duty in dispute 421.24 (405.78)

d. Octroi Duty in dispute (High court Order received in 335.74 (335.74) Company's favour but the case is in appeal before Supreme Court hence shown in Contingent Liability.)

e. ESIC liability in dispute 1.26 (1.26)

f. Municipal Property Tax in dispute 276.70 (223.22)

g. Service Tax in dispute 0.00 (65.02)

h. Labour Cases 2.00 (13.06)

i. Custom Duty 6.82 (6.82) j. General Surety Bond executed in favour of 300.00 (300.00)

Excise Dept for JHS Taigene Electrical Co. Pvt. Ltd.

Commitments :

On Capital Account 487.16 513.91

Note : Income Tax matter under appeal, Rs. 65.97 Lacs (Rs. 105.92 Lacs) is excluding Rs. 158.49 Lacs (Rs. 821.15 Lacs) in respect of which favourable decision has been given by the Income Tax Appellate Tribunal, Pune on similar grounds in an earlier assessment year and Rs. 1641.77 Lacs (Rs. NIL) on account of demands raised by the Assessing Officer against which the company has preferred an appeal and in addition the company has filed application for rectification and setting aside the demands in view of the carried forward losses.

5. Company has purchased six bills of exchange and paid Rs. 206.65 Lacs (Rs. 206.65 Lacs) for the same. These bills have matured but have not been honoured. Company has filed suits in the High Court of Judicature at Bombay.

12. Issue of 4550 (4550) Bonus Shares and 480 (480) Rights shares have been kept in abeyance as per the provisions of Section 206A of the Companies Act, 1956.

14. Earning Per Share :

a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after tax disclosed in the Profit and Loss Account after adjusting dividend on cumulative preference shares of Rs.276.24 Lacs (Rs. 220.07 Lacs)

b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earnings per share is 103,71,968 (103,71,968).

15. In terms of the Notification dated 31st March 2009 by The Ministry of Corporate Affairs amending AS-11 "The Effects of Changes in Foreign Exchange Rates", the company has exercised the option to recognize the exchange difference on long term monetary items retrospectively from the accounting period 2007-08. Such exchange differences relating to the acquisition of capital assets are adjusted to the cost of capital and would be depreciated over the balance life of the asset. Exchange difference amounting to Rs. 1379.36 Lacs (Rs. 599.60 Lacs) has been carried in the Fixed Assets and Capital work in progress as on 31.03.2012 .Had this option not been exercised by the company Loss for the year would have been higher by Rs. 850.77 Lacs (Loss would have been lowered by Rs. 97.72 Lacs).

16. Persuant to the notification dated December 29,2011 issued by the Ministry of Corporate Affars amending the Accounting Standard 11, the Company has exercised the option as per 46A inserted in the Standard for long term monetary liabilities. Consequently,on long term Monetary Liability, exchange difference loss of Rs. 187.69 Lacs (Rs. NIL) is carried forward in the Foregn Exchange Monetary Items Translation Difference Account as on March 31,2012 and will be amortized over the balance period of the monetary liability. As a result of above change, the loss for the year is under stated by Rs. 187.69 Lacs (Rs. NIL).

18. As per the information available with the company till date,none of the suppliers have informed the company about their having registered themselves under the ' Micro, Small and Medium Enterprises Development Act, 2006. As such, information as required under this Act, cannot be compiled and therefore not disclosed for the year.

19. Having regard to financial and business restructuring plans under progress, infusion of substantial funds by way of issue of equity and preference shares , warrants ,focus on auto component business which is expected to have positive impact on operations, the accounts have been prepared on a 'going concern' basis.

B) Defined Benefit Plans

The company makes annual contributions to a funded defined benefit plan for qualifying employees. The plan is administered with Reliance Life Insurance Company Limited. The scheme provides for lumpsum payment of 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 only upon completion of five years of service, except in case of death or permanent disability. The present value of the defined obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the Balance sheet date.

Disclosure in respect of material related party transactions during the year :

a Purchases from Ducati Energia India Private Limited Rs. NIL (Previous Year Rs. 41.50 Lacs), JHS Taigene Electrical Company Private Limited Rs. 1.08 Lacs (Previous Year Rs. 10.96 Lacs) and Jaya Hind Sciaky Limited ( Formerly Kaygee Auto Product Pvt. Ltd) Rs. 24.20 Lacs (Previous Year Rs. 0.12 Lac).

b Sales include to Ducati Energia India Private Limited Rs. NIL (Previous Year Rs. 45.16 Lacs) and Ajinkya Auto Fab Limited Rs. 0.05 Lac (Previous Year Rs. 21.54 Lacs).

c Royalty received from Jaya Hind Sciaky Limited ( Formerly Kaygee Auto Product Pvt. Ltd) Rs. NIL (Previous Year Rs. 0.98 Lac).

d Income from Rendering of services include to Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd) Rs. 25.27 Lacs (Previous Year Rs. 12.50 Lacs) and Kinetic Hundai Elevator & Movement Tachnologies Private Limited Rs. 2.91 Lacs (Previous Year Rs. NIL).

e Expenses for receiving of other services paid to Kinetic Communication Limited Rs. 77.76 Lacs (Previous Year Rs. 77.76 Lacs) and Microage Instruments Private Limited Rs. 11.59 Lacs (Previous Year Rs. NIL).

f Other receipts received from Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd.) Rs. 1.66 Lacs (Previous Year Rs. NIL).

g Rent Received from JHS Taigene Electrical Company Private Limited Rs. 27.47 Lacs (Previous Year Rs. 27.47 Lacs) and Chrysalis Casting Private Limited Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs).

h Rent paid to Microage Instruments Private Limited Rs. 54.89 Lacs (Previous Year Rs. 39.47 Lacs).

i Purchase of assets include Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd.) Rs. 74.64 Lacs (Previous Year Rs. 51.83 Lacs).

j Sale of assets include Microage Instruments Private Limited Rs. 1685.85 Lacs (Previous Year Rs. NIL).

k ICD received include Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd.) Rs. NIL (Previous Year Rs. 50.00 Lacs), Ajinkya Holdings Private Limited Rs. 939.00 Lacs (Previous Year Rs. 83.00 Lacs) and Microage Instruments Private Limited Rs. 35.91 Lacs (Previous Year Rs. 10.00 Lacs).

l ICD repaid include Microage Instruments Private Limited Rs. 615.32 Lacs (Previous Year Rs. 10.00 Lacs) and Ajinkya Holdings Private Limited Rs. 116.48 Lacs (Previous Year Rs. 83.00 Lacs).

m Investment in Preference Shares include Microage Instruments Private Limited Rs. NIL (Previous Year Rs. 539.60 Lacs) and Kinetic Motor Company Limited Rs. 1030.00 Lacs (Previous Year Rs. NIL).

n Investment in Equity Shares include Kinetic Motor Automotive Private Limited Rs. 2.00 Lacs (Previous Year Rs. NIL).

o Sale of Shares held as Investment include Microage Instruments Private Limited Rs. NIL (Previous Year Rs. 539.60 Lacs).

p Amounts Written back during the period in respect of loan from the related party include to Microage Instruments Private Limited Rs. NIL (Previous Year Rs. 119.81 Lacs).

q Amounts writte off include JHS Taigene Electrical Company Private Limited Rs. 8.00 Lacs (Previous Year Rs. NIL).

r Remuneration to key managerial personnel include to Mr. A.H. Firodia Rs. 25.79 Lacs (Previous Year Rs. 25.96 Lacs), Mr. Ajinkya Firodia Rs. 29.51 Lacs (Previous Year Rs. 33.76 Lacs) and Mrs. S.F. Motwani Rs. 11.09 Lacs (Previous Year Rs. NIL).

s Fees for professional services paid to Mr. S. C. Shah Rs. NIL (Previous Year Rs. 0.40 Lac). t Interest payment includes Microage Instruments Private Limited Rs. 0.70 Lac (Previous Year Rs. NIL).

22. Previous year's figures have been regrouped wherever necessary.


Mar 31, 2011

1. Freehold Land, Leasehold Land and Buildings have been revalued as per the Scheme of Arrangement and additional depreciation arising on account of revaluation of such assets amounting to Rs. 150.34 Lacs (Rs. 130.30 Lacs) for the year has been withdrawn from General Reserve and credited to Profit and Loss Account in term of the Said Scheme of Arrangement.

2. Estimated amount of contracts to be executed on Capital Account and not provided for is Rs. 513.91 Lacs (Rs. 373.74 Lacs).

3. CONTINGENT LIABILITIES:

Contingent Liabilities in respect of Rs. in Lacs Rs. in Lacs

a. Income Tax matter under appeal, approx (See Note Below) 105.92 (105.92)

b. Sales Tax matter under appeal 465.23 (328.52)

c. Excise Duty in dispute 405.78 (405.78)

d. Octroi Duty in dispute (High court Order received in 335.74 (335.74) Company's favour but the case is in appeal before Supreme Court hence shown in Contingent Liability.)

e. ESIC liability in dispute 1.26 (1.26)

f. Municipal Property Tax in dispute 223.22 (204.96)

g. Service Tax in dispute 65.02 (65.02)

h. Labour Cases 13.06 (16.84)

i. Custom Duty 6.82 (6.82)

j. General Surety Bond executed in favour of Excise Dept for 300.00 (300.00) JHS Taigene Electrical Co. Pvt. Ltd.

Note : Income Tax matter under appeal, Rs.105.92 Lacs (Previous period Rs. 105.92 Lacs) is excluding Rs. 821.15 Lacs (Rs. 821.15 Lacs) in respect of which favourable decision has been given by the Income Tax Appellate Tribunal, Pune on similar grounds in an earlier assessment year.

4. Company has purchased six bills of exchange and paid Rs. 206.65 Lacs (Rs. 206.65 Lacs) for the same. These bills have matured but have not been honoured. Company has filed suits in the High Court of Judicature at Bombay.

5. Net Gain / (Loss) on exchange difference recognised in the Books of Accounts is Gain Rs. 23.11 Lacs (Loss Rs. 29.83 Lacs)

6. Issue of 4550 (4550) Bonus Shares and 480 (480) Rights shares have been kept in abeyance as per the provisions of Section 206A of the Companies Act, 1956.

7. Borrowing cost directly attributable to the acquisition, construction or production of qualifying assets and capitalised as part of cost of asset is Rs. Nil ( Rs. Nil).

8. Earning Per Share :

a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after tax disclosed in the Profit and Loss Account after adjusting dividend on cumulative preference shares of Rs. 220.07 Lacs (Rs. 164.04 Lacs)

b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earnings per share is 1,03,71,968 (Previous year 98,49,436).

9. Foreign Currency Convertible Bonds ( FCCB)

FCCBs equal to US $ 18 million Optionally Convertible @ Rs 156 per share at a fixed exchange rate of Rs 39.26 per dollar were issued vide loan agreement dated 14-02-2008. These have been approved by RBI to be utilised for Rupee Capital Expenditure needs of the company.The FCCBs have been listed on Singapore Exchange Securities Trading Limited,Singapore.The FCCB holders are entitled to an interest @ 2 % p.a. till conversion / redemption. The FCCBs, if not converted are redemeable on 15-02-2013. Premium payable on redemption is 19.85%.

10. In terms of the Notification dated 31st March 2009 by The Ministry of Corporate Affairs amending AS-11 "The Effects of Changes in Foreign Exchange Rates", the company has exercised the option to recognize the exchange difference on long term monetary items retrospectively from the accounting period 2007-08. Such exchange differences relating to the acquisition of capital assets are adjusted to the cost of capital and would be depreciated over the balance life of the asset. Exchange difference amounting to Rs. 599.60 Lacs (Rs. 723.29 Lacs) has been carried in the Fixed Assets and Capital work in progress as on 31.03.2011. Had this option not been exercised by the company Loss for the year would have been lowered by Rs. 97.72 Lacs (Profit would have been more by Rs. 166.81 Lacs).

11. As per the information available with the company till date,none of the suppliers have informed the company about their having registered themselves under the 'Micro, Small and Medium Enterprises Development Act, 2006'. As such, information as required under this Act, cannot be compiled and therefore not disclosed for the year.

12. The company had entered into a MOU with MAIPL for sale of land and building at Takwe for a consideration of Rs. 5.83 Crs., which has been received from MAIPL. The said transaction is subject to approval from the appropriate authorities and as such it is not effected in the books of account of the company.

13. Having regard to financial and business restructuring plans under progress, infusion of substantial funds by way of issue of equity and preference shares, warrants, focus on auto component business which is expected to have positive impact on operations, the accounts have been prepared on a 'going concern' basis.

14 a) In accordance with Accounting Standard 22 "Accounting for Taxes on Income" the Company has written off Deferred Tax Asset of Rs. NIL (Rs. NIL) for the period ended 31st March, 2011 which was recognised earlier.

15. Employee Benefits:

A) Defined Contribution Plans

a) Providend Fund

b) State Defined Contribution Plans- Employer's Contribution to Employee's Pension Scheme 1995.

c) Superannuation- Yearly contribution at the rate 15% of eligible salary is made.

B) Defined Benefit Plans

The company makes annual contributions to a funded defined benefit plan for qualifying employees. The plan is administered with Reliance Life Insurance Company Limited. The scheme provides for lumpsum payment of 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 only upon completion of five years of service, except in case of death or permanent disability. The present value of the defined obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the Balance sheet date.

16. Related Parties Transactions: As per Accounting Standard - 18

A) Names of Related Parties :

Kinetic Motor Company Ltd., Athena Financial Services Ltd., Jaya Hind Sciaky Ltd., Kinetic Communications Ltd., Kinetic Marketing & Services Ltd., Ajinkya Holdings Pvt. Ltd., Micro Age Instruments Pvt. Ltd., Ajinkya Auto Fab Ltd., Kinetic Hundai Elevator & Movement Technologies Pvt. Ltd., Chrysalis Castings Pvt. Ltd., Chrysalis Financial Services Pvt. Ltd., Ravindra Software Pvt. Ltd., JHS Taigene Electrical Co. Pvt. Ltd., Ducati Energia Pvt. Ltd.

Disclosure in respect of material related party transactions during the year:

a Purchases from Ducati Energia India Private Limited Rs. 41.50 Lacs (Previous Year Rs. 46.77 Lacs) and JHS Taigene Electrical Company Private Limited Rs. 10.96 Lacs (Previous Year Rs. NIL).

b Sales include to Ducati Energia India Private Limited Rs. 45.16 Lacs (Previous Year Rs. 16.24 Lacs) and Ajinkya Auto Fab Limited Rs. 21.54 Lacs (Previous Year Rs. 0.48 Lac).

c Royalty received from Jaya Hind Sciaky Limited ( Formerly Kaygee Auto Product Pvt. Ltd) Rs. 0.98 Lac (Previous Year Rs. 1.32 Lacs).

d Income from Rendering of services include to Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd) Rs. 12.50 Lacs (Previous Year Rs. 20.24 Lacs), Micro Age Instruments Private Limited Rs. NIL (Previous Year Rs. 3.89 Lacs) and JHS Taigene Electrical Company Private Limited Rs. NIL (Previous Year Rs. 0.36 Lac).

e Expenses for receiving of other services paid to Kinetic Communication Limited Rs. 77.76 Lacs (Previous Year Rs. 65.54 Lacs).

f Other receipts from JHS Taigene Electrical Company Private Limited Rs. NIL (Previous Year Rs. 13.19 Lacs), Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd.) Rs. NIL (Previous Year Rs. 2.94 Lacs) and Chrysalis Casting Private Limited Rs. NIL (Previous Year Rs. 5.52 Lacs).

g Rent Received from JHS Taigene Electrical Company Private Limited Rs. 27.47 Lacs (Previous Year Rs. 15.41 Lacs) and Chrysalis Casting Private Limited Rs. 12.00 Lacs (Previous Year Rs. NIL).

h Rent paid to Micro Age Instruments Private Limited Rs. 39.47 Lacs (Previous Year Rs. NIL).

i Purchase of assets include Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd.) Rs. 51.83 (Previous Year Rs. NIL).

j Sale of assets include Micro Age Instruments Private Limited Rs. NIL (Previous Year Rs. 4407.00 Lacs).

k Issue of shares include Micro Age Instruments Private Limited Rs. NIL (Previous Year Rs. 497.46 Lacs).

I ICD received include Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt. Ltd.) Rs. 50.00 Lacs (Previous Year Rs. NIL), Ajinkya Holdings Private Limited Rs. 83.00 Lacs (Previous Year Rs. NIL) and Micro Age Instruments Private Limited Rs. 10.00 Lacs.

m ICD repaid include Micro Age Instruments Private Limited Rs. 10.00 Lacs (Previous Year Rs. 261.75 Lacs) and Ajinkya Holdings Private Limited Rs. 83.00 Lacs (Previous Year Rs. NIL).

n Investment in Preference Shares include Micro Age Instruments Private Limited Rs. 539.60 Lacs (Previous Year Rs. NIL).

o Sale of Shares held as Investment include Micro Age Instruments Private Limited Rs. 539.60 Lacs (Previous Year Rs. NIL).

p Amounts Written back during the period in respect of loan from the related party include to Micro Age Instruments Private Limited Rs. 119.81 Lacs (Previous Year Rs. NIL).

q Remuneration to key managerial personnel include to Mr. A.H. Firodia Rs. 25.96 Lacs (Previous Year Rs. 19.32 Lacs) and Mr. Ajinkya Firodia Rs. 33.76 Lacs (Previous Year Rs. 21.79 Lacs).

r Fees for professional services paid to Mr. S. C. Shah Rs. 0.40 Lac (Previous Year Rs. 0.53 Lac).

17. Previous year figures are for nine months as against current year's figures for twelve months and as such they are not comparable. Previous year's figures have been regrouped wherever necessary.

18. Additional information relating to Balance Sheet Abstract and Company's General Business Profile as per Part IV of Schedule VI to the Companies Act, 1956 - Annexed.


Mar 31, 2010

1. Freehold Land, Leasehold Land and Buildings in Auto Component Division and Transferee Company have been revalued as per the Scheme of Arrangement and additional depreciation arising on account of revaluation of such assets amounting to Rs.130.30 Lacs(Rs.380.70 Lacs) for the year has been withdrawn from General Reserve and credited to Profit and Loss Account.

2. Estimated amount of contracts to be executed on Capital Account and not provided for is Rs.373.74 Lacs (Rs. 1425 Lacs).

3. CONTINGENT LIABILITIES :

Contingent Liabilities in respect of Rs. in Lacs Rs. in Lacs

a. Income Tax matter under appeal, approx (See Note Below) 105.92 (157.70)

b. Sales Tax matter under appeal 328.52 (195.80)

c. Excise Duty in dispute 405.78 (401.76)

d. Octroi Duty in dispute (High court Order received in Companys favour 335.74 (335.74) but the case is in appeal before Supreme Court hence shown in Contingent Liability.)

e. ESIC liability in dispute 1.26 (1.26)

f. Municipal Property Tax in dispute 204.96 (162.70)

g. Service Tax in dispute 65.02 (65.02)

h. Labour Cases 16.84 (22.19)

i. Custom Duty 6.82 (6.82)

j. General Surety Bond executed in favour of Excise Dept for 300.00 (300.00) JHS Taigene Electrical Co. Pvt. Ltd.

Note : Income Tax matter under appeal, Rs.105.92 Lacs (Rs. 157.70 Lacs) is excluding Rs. 821.15 Lacs (Rs. 821.15 Lacs) in respect of which favourable decision has been given by the Income Tax Appellate Tribunal, Pune on similar grounds in an earlier assessment year.

4 Company has purchased six bills of exchange and paid Rs. 206.65 Lacs (Rs. 206.65 Lacs) for the same. These bills have matured but have not been honoured. Company has filed suits in the High Court of Judicature at Bombay.

5 Net Gain / (loss) on exchange difference recognised in the Books of Account is Loss Rs.29.83 Lacs (Gain Rs.147.40 Lacs)

6 Issue of 4550 (4550) Bonus Shares and 480 (480) Rights shares have been kept in abeyance as per the provisions of Section 206A of the Companies Act, 1956.

7 Borrowing cost directly attributable to the acquisition, construction or production of qualifying assets and capitalised as part of cost of asset is Rs. Nil ( Rs. Nil).

8 Earning Per Share :

a) The amount used as the numerator in calculating basic and diluted earning per share is the Profit after tax disclosed in the Profit and Loss Account after adjusting dividend on cumulative preference shares of Rs. 164.04 Lacs (Rs. 333.76 Lacs)

b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earnings per share is 98,49,436 (58,61,803).

9 Foreign Currency Convertible Bonds (FCCB)

FCCBs equal to US $ 18 million Optionally Convertible @ Rs 156/- per share at a fixed exchange rate of Rs 39.26 per dollar were issued vide loan agreement dated 14-02-2008.These have been approved by RBI to be utilised for Rupee Capital Expenditure needs of the company. The FCCBs have been listed on Singapore Exchange Securities Trading Limited,Singapore.The FCCB holders are entitled to an interest @ 2 % till conversion/redemption.The FCCBs, if not converted are redemeable on 15-02-2013.

10 In terms of the Notification dated 31st March 2009 by The Ministry of Corporate Affairs amending AS-11 "The Effects of Changes in Foreign Exchange Rates", the company has exercised the option to recognize the exchange difference on long term monetary items retrospectively from the accounting period 2007-08. Such exchange differences relating to the acquisition of capital assets are adjusted to the cost of capital and would be depreciated over the balance life of the asset. Exchange difference amounting to Rs 723.29 Lacs has been carried in the Fixed Assets and Capital work in progress as on 31.03.2010 .

11 As per the information available with the company till date,none of the suppliers have informed the company about their having registered themselves under the Micro, Small and Medium Enterprises Development Act,2006 .As such, information as required under this Act, cannot be compiled and therefore not disclosed for the year.

12 The company had entered into a MOU with Micro Age Instruments Pvt. Ltd.(MAIPL) for sale of land and building at Takwe for a consideration of Rs. 5.83 Crs., which has been received from MAIPL. The said transaction is subject to approval from the appropriate authorities and as such it is not effected in the books of account of the company.

13 Having regard to financial and business restructuring plans under progress, infusion of substantial funds by way of issue of equity and preference shares , warrants ,focus on auto component business which is expected to have positive impact on operations, the accounts have been prepared on a going concern basis.

14 Details of provisions and movements in each class of provisions as required by the Accounting Standard on Provisions, Contingent Liabilities, and Contingent Assets (Accounting Standard -29) :

15 a) In accordance with Accounting Standard 22 "Accounting for Taxes on Income" the Company has written off Deferred Tax Asset of Rs.Nil (Rs709.55 Lacs) for the period ended 31st March, 2010 which was recognised earlier.

16 Employee Benefits:

A) Defined Contribution Plans

a) Providend Fund

b) State Defined Contribution Plans- Employers Contribution to Employees Pension Scheme 1995.

c) Superannuation- Yearly contribution at the rate 15% of eligible salary is made.

B) Defined Bebefit Plans

The company makes annual contributions to a funded defined benefit plan for qualifying employees. The plan is administered with Reliance Life Insurance Company Limited. The scheme provides for lumpsum payment of 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 only upon completion of five years of service, except in case of death or permanent disability. The present value of the defined obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the Balance sheet date.

17. Related Parties Transactions: As per Accounting Standard - 18

A) Name of Related Parties :

Kinetic Motor Company Ltd.,

Athena Financial Services Ltd., Jaya Hind Sciaky Limited,

Kinetic Communications Ltd., Kinetic Marketing & Services Ltd.,

Ajinkya Holdings Pvt. Ltd.,

Microage Instruments Pvt. Ltd.,

Ajinkya Auto Fab Ltd.,

Kinetic Hundai Elevator & Movement Technologies Pvt. Ltd.,

Chrysalis Castings Pvt. Ltd.,

Chrysalis Financial Services Pvt. Ltd.,

Ravindra Software Pvt. Ltd.,

JHS Taigene ElectricalCo. Pvt. Ltd.,

Ducati Energia Pvt. Ltd.



B) Name of Related Parties Mr. A.H. Firodia, Mr. Ajinkya Firodia

Relationship Key Management Personnel

Nature of Transaction Volume of Transactions (Rs. in lakhs)

Services rendered Remuneration as disclosed under 5 of notes to accounts Unsecured loan from director - (326.60)

Outstanding Balance as on 31.03.2010 Cr 325.61 (326.60)

C) Name of Related Parties Mr. S. C.Shah

Relationship Relative of Key Management Personnel

Nature of Transaction Volume of Transactions (Rs. in lakhs)

Fees for Professional Services 0.53 (0.45)

Outstanding Balance as on 31.03.2010 NIL (NIL)

Disclosure in respect of material related party transactions during the year :

a. Purchases from Ducati Energia India Private Limited Rs. 46.77 Lakhs (Previous Year Rs. NIL), Kinetic Motor Company Limited Rs. NIL (Previous Year Rs. 41.27 Lakhs), JHS Taigene Electrical Company Private Limited Rs. NIL Lakhs (Previous Year Rs. 67.29 Lakhs), Kinetic Communications Ltd. Rs. NIL (Previous Year Rs. 0.29 Lakhs) and Jaya Hind Sciaky Ltd. (Formerly Kaygee Auto Product Private Limited) Rs. NIL (Previous Year Rs. 37.53 Lakhs).

b. Sales include to Ducati Energia India Private Limited Rs. 16.24 Lakhs (Previous Year Rs. NIL) and Kinetic Motor Company Limited Rs. NIL (Previous Year Rs. 415.91 Lakhs)

c. Royalty received from Jaya Hind Sciaky Limited ( Formerly Kaygee Auto Product Pvt.Ltd) Rs. 1.32 Lakhs (Previous Year Rs.1.50 Lakhs)

d. Dividend received from JHS Taigene Electrical Company Private Limited Rs. NIL (Previous Year Rs.6.98 Lakhs).

e. Interest received from Kinetic Hyundai Elevator & Movement Technologies Private Limited Rs. NIL (Previous Year Rs. 1.32 Lakhs).

f. Income from Rendering of services include to Jaya Hind Sciaky Limited (Formerly Kaygee Auto Product Pvt.Ltd) Rs. 20.24 Lakhs (Previous Year Rs.18.12 Lacs), Microage Instruments Private Limited Rs. 3.89 Lakhs (Previous Year Rs. NIL), Kinetic Motor Company Limited Rs. NIL (Previous Year Rs. 25.86 Lakhs), JHS Taigene Electrical Company Private Limited Rs.0.36 Lakh (Previous Year Rs. 0.45 Lakh) and Ducati Energia India Private Limited Rs. NIL (Previous Year 0.13 Lakh).

g. Expenses for receiving of other services paid to Kinetic Communication Limited Rs. 65.54 Lakhs (Previous Year Rs. 126.59 Lakhs), Kinetic Motor Company Limited Rs. NIL (Previous Year Rs.4.74 Lakhs) and JHS Taigene Electrical Company Private Limited Rs. NIL (Previous Year Rs. 0.31 Lakh).

h. Other receipts from JHS Taigene Electrical Company Private Limited Rs. 13.19 Lakhs (Previous Year Rs. NIL), Jaya Hind Sciaky Limited Rs. 2.94 Lakhs (Previous Year Rs. NIL), Chrysalis Casting Private Limited Rs. 5.52 Lakhs (Previous Year Rs. NIL) and Kinetic Motor Company Limited Rs. NIL (Previous Year Rs. 776.51 Lakhs).

i. Rent Received from JHS Taigene Electrical Company Private Limited Rs. 15.41 Lakhs (Previous Year Rs. 58.87 Lakhs) and Chrysalis Casting Private Limited Rs. NIL (Previous Year Rs. 2.20 Lakhs).

j. Purchase of assets include Kinetic Motor Company Limited Rs. NIL (Previous Year Rs. 7.04 Lakhs) and JHS Taigene Electrical Company Private Limited Rs. NIL (Previous Year Rs. 4.00 Lakhs).

k. Sale of assets include Microage Instruments Private Limited Rs. 4407.00 Lakhs (Previous Year Rs. 290.00 Lakhs).

l. Issue of shares include Microage Instruments Private Limited Rs. 497.46 Lakhs (Previous Year Rs. 1873.95 Lakhs).

m. Issue of Optionally Convertible Cum Pref Shares include Microage Instruments Private Limited Rs. NIL (Previous Year Rs. 497.46 Lakhs).

n. ICD repaid include Microage Instruments Private Limited Rs. 261.75 Lakhs (Previous Year Rs. 2616.96 Lakhs).

o. ICD given received back from Kinetic Motor Company Limited Rs. NIL (Previous Year Rs. 102.00 Lakhs) and from Kinetic Hyundai Elevator & Movement Techonologies Private Limited Rs. NIL (Previous Year Rs. 50.00 Lakhs).

p. Remuneration to key managerial personnel include to Mr. A.H. Firodia Rs. 19.32 Lakhs (Previous Year Rs. 29.42 Lakhs), Mr. Ajinkya Firodia Rs. 21.79 Lakhs (Previous Year Rs. 5.61 Lakhs) and Mr. M.K. Khera Rs. NIL (Previous Year Rs. 92.46 Lakhs).

q. Fees for professional services paid to Mr. S. C. Shah Rs. 0.53 Lakh (Previous Year Rs. 0.45 Lakh).

r. Amounts Written back during the period in respect of loan from the related party include to Microage Instruments Private Limited Rs. NIL (Previous Year Rs. 252.59 Lakhs).

s. Unsecured loan include to Mr. A.H. Firodia Rs. NIL (Previous Year Rs. 37.00 Lakhs) and Mr. Ajinkya Firodia Rs. NIL (Previous Year Rs. 289.60 Lakhs).

t. Write off towards Debtors & ICD including interest thereon from Kinetic Motor Company Limited Rs. NIL (Previous Year Rs. 431.52 Lakhs).

18 Previous year figures are for Fifteen Months as against Current years figures for Nine months and as such they are not comparable. Previous year figures have been regrouped wherever necessary.

19 Additional information relating to Balance Sheet Abstract and Companys General Business Profile as per Part IV of Schedule VI to the Companies Act, 1956 - Annexed.


Jun 30, 2009

1 A Scheme of Arrangement between Jaya Hind Sciaky Ltd. (the "Transferor Company"), Kinetic Engineering Ltd. (The "Transferee Company") and Kaygee Auto Products Private Ltd. (the "Resulting Company") and their respective shareholders was approved by the Honorable Bombay High Court vide order dated 27* July, 2009. The said scheme became effective from 10* August, 2009 and is applicable from the Appointed date, 1sl April, 2005. In terms of the said scheme, the Remaining Undertaking (Auto Component Division of Jaya Hind Sciaky Ltd), which was engaged in manufacturing of Auto Components, has been transferred to Kinetic Engineering Limited.

In accordance with the approved Scheme:

a) The Assets and Liabilities of the Auto Component Division have been transferred to and vested with the Company with effect from 1st April 2005 and have been recorded at their respective fair values under the Purchase Method of Accounting for Amalgamation in the Accounts for the year ended 30* June, 2009 though the effective date of amalgamation is 10* August, 2009. This has been considered Prudent by the Management of the Transferee Company in order to provide a correct state of financials to the shareholders at the earliest available opportunity.

b) 17,82,774 Equity Shares of Rs. 10/- each fully paid up are to be issued to the Equity Shareholders of the erstwhile Jaya Hind Sciaky Ltd. as per the Scheme. In view of the allotment being done subsequent to the close of the accounting year, the paid-up value of such shares has been shown as "Equity Share Suspense A/c". The Company has since allotted the shares on 12th August, 2009.

c) The Issued, Subscribed and Paid up Equity Share Capital of Rs. 2,93,410/- consisting of 29,341 Equity shares of Rs. 10/- each held by erstwhile Jaya Hind Sciaky Ltd. in the Transferee Company has been cancelled pursuant to the Scheme.

d) The difference between amount of share capital to be issued by the Transferee Company and the net assets transferred by the Auto Component Division after giving effect of cancellation of Share Capital mentioned in clause (c) above and taking into consideration the revaluation of the assets of the Auto Component Division and the Transferee Company aggregating to Rs. 8674.88 Lacs has been credited to the General Reserve of the Transferee Company.

Had the Scheme not prescribed this accounting treatment, the amount of Rs. 8674.88 Lacs would have been credited to Capital Reserve.

e) Freehold Land, Leasehold Land and Buildings in Auto Component Division and Transferee Company have been revalued as per the Scheme of Arrangement and additional depreciation arising on account of revaluation of such assets amounting to Rs. 1459.69 Lacs pertaining to period 1sl April 2005 to 31s March 2008 has been adjusted against General Reserve of Transferee Company. Depreciation for the period 1sApril 2008 to 30* June 2009 amounting to Rs.380.70 Lacs has been withdrawn from General Reserve and credited to Profit and Loss Account.

2 Estimated amount of contracts to be executed on Capital Account and not provided for is Rs. 1425 Lacs (Rs. 1665 Lacs).

3 CONTINGENT LIABILITIES :

Contingent Liabilities in respect of

Rs. in Lacs Rs. in Lacs

a. Income Tax matter under appeal, approx 157.70 (124.28) (See Note Below)

b. Sales Tax matter under appeal 195.80 (112.97)

c. Excise Duty in dispute 401.76 (481.03)

d. Octroi Duty in dispute 335.74 (335.74) (High court Order received in Companys favour but the case is in appeal before Supreme Court hence shown in Contingent Liability.)

e. ESIC liability in dispute 1.26 (1.26)

f. Municipal Property Tax in dispute 162.70 (149.04)

g. Service Tax in dispute 65.02 (57.02)

h. Labour Cases 22.19 (22.19)

I. Custom Duty 6.82 (6.33)

j. General Surety Bond executed in favour of Excise 300.00 0.00

Dept for JHS Taigene Electrical Co. Pvt. Ltd.

Note : Income Tax matter under appeal, Rs.157.70 Lacs (Previous period Rs. 124.28 Lacs) is excluding Rs.821.15 Lacs (Rs. 821.15 Lacs) in respect of which favourable decision has been given by the Income Tax Appellate Tribunal, Pune on similar grounds in an earlier assessment year.

4 Company has purchased six bills of exchange and paid Rs. 206.65 Lacs (Rs. 206.65 Lacs) for the same. These bills have matured but have not been honoured. Company has filed suits in the High Court of Judicature at Bombay.

5 Net Gain / (loss) on exchange difference recognised in the Books of Account is Gain Rs.147.4 Lacs (Gain Rs.0.76 Lacs)

6 Borrowing cost directly attributable to the acquisition, construction or production of qualifying assets and capitalised as part of cost of asset is Rs. Nil (Rs. Nil).

7 Earning Per Share :

a) The amount used as the numerator in calculating basic and diluted earning per share is the Loss after tax disclosed in the Profit and Loss Account after adjusting dividend on cumulative preference shares of Rs. 333.76 Lacs (Rs. 85.54 Lacs)

b) The weighted average number of equity shares used as the denominator in calculating basic and diluted earnings per share is 58,61,803 (Previous year 53,65,617).

8 Foreign Currency Convertible Bonds (FCCB)

FCCBs equal to US $ 18 million Optionally Convertible @ Rs 156 per share at a fixed exchange rate of Rs 39.26 per dollar were issued vide loan agreement dated 14-02-2008.These have been approved by RBI to be utilised for Rupee Capital Expenditure needs of the company.The FCCBs have been listed on Singapore Exchange Securities Trading Limited,Singapore.The FCCB holders are entitled to an interest @ 2 % till conversion/redemption.The FCCBs, if not converted are redemeable on 15-02-2013.

9 In terms of the Notification dated 31st March 2009 by The Ministry of Corporate Affairs amending AS-11 "The Effects of Changes in Foreign Exchange Rates", the company has exercised the option to recognize the exchange difference on long term monetary items retrospectively from the accounting period 2007-08. Such exchange differences relating to the acquisition of capital assets are adjusted to the cost of capital and would be depreciated over the balance life of the asset. Accordingly, such exchange gain accounted for in 2007-08 amounting to Rs. 35.03 Lacs has been adjusted to the cost of the capital assets and net exchange loss of Rs.1221.75 Lacs for the current accounting year has also been adjusted to the cost of the capital. Had this option not been effected, the loss for the year after taking into consideration the depreciation provision on such exchange difference capitalized, would have been higher by Rs.1212.55 Lacs.

10 As per the information available with the company till date,none of the suppliers have informed the company about their having registered themselves under the Micro, Small and Medium Enterprises Development Act,2006 .As such, information as required under this Act, cannot be compiled and therefore not disclosed for the year.

11 . The company has entered into Agreements to Sale / MOUs for selling land at Koregaon Bhima, Bungalow at Kalyani Nagar- and Flats at Chinchwad to Micro Age Instruments Pvt. Ltd.(MAIPL) These transactions have been effected in the books of account as the consideration with respect thereto has already been received and the possession has also been granted. The related registration formalities are in process. The company has also entered into a MOU with MAIPL for sale of land and building at Takwe for a consideration of Rs. 5.83 Crs., which has been received from MAIPL. The said transaction is subject to approval from the appropriate authorities and as such it is not effected in the books of account of the company.

12 Having regard to financial and business restructuring plans under progress, infusion of substantial funds by way of issue of equity and preference shares, warrants ,focus on auto component business which is expected to have positive impact on operations, the accounts have been prepared on a going concern basis.

13 Defined benefit plan as per the actuarial valuation as on 30th June,2009 is as follows :

The company makes annual contributions to a funded defined benefit plan for qualifying employees. The plan is administered with Reliance Life Insurance Company Limited. The scheme provides for lumpsum payment of 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 only upon completion of five years of service, except in case of death or permanent disability. The present value of the defined obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the Balance sheet date.

14. Related Parties Transactions: As per Accounting Standard -18

A) Name of Related Parties

Kinetic Motor Company Ltd.

Athena Financial Services Ltd., KaygeeAuto

Product Pvt. Ltd..Kinetic Communications Ltd.,

Kinetic Marketing & Services Ltd., Ajinkya Holdings Pvt. Ltd.,Microage Instruments Pvt.Ltd., Ajinkya Auto Fab Ltd., Kinetic Hundai Elevator & Movement Technologies Pvt. Ltd., Chrysalis Castings Pvt. Ltd Chrysalis Financial Services Pvt.Ltd., Ravindra Software Pvt. Ltd.,JHS Taigene Electrical Co. Pvt.Ltd., Ducati Energia Pvt. Ltd.

B) Name of Related Parties Mr. A.H. Firodia

Mr. Ajinkya Firodia

Mr. M.K. Khera Relationship Key Management Personnel

Nature of Transaction Volume of Transactions ( Rs. in lakhs)

Services rendered Remuneration as disclosed under 5 of notes to accounts

Deposit from director 37.00

Outstanding Balance as on 30.06.2009 Cr 37.00

C) Name of Related Parties Mrs. J. A. Firodia , Mr. S. C.Shah Relationship Relative of Key Management Personnel Nature of Transaction Volume of Transactions ( Rs. in lakhs)

Unsecured loan* 289.60 -

Fees for Professional Services 0.45 0.80

Outstanding Balance as on 30.06.2009 Cr 289.60 -

"Loan arising out of liquidation of personal security offered by relative of director

Disclosure in respect of material related party transactions during the year :

a Purchases from Kinetic Motor Company Limited Rs. 41.27 Lakhs (Previous Year Rs. 130.95 Lakhs), JHS Taigene Electrical Company Private Limited Rs. 67.29 Lakhs (Previous Year Rs. 60.61 Lakhs), Kinetic Communications Ltd. Rs. 0.29 Lac and Kaygee Auto Product Private Limited Rs. 37.53 Lakhs (Previous Year Rs. NIL).

b Sales include to Kinetic Motor Company Limited Rs. 415.91 Lakhs (Previous Year Rs. 3235.40 Lakhs).

c Royalty received from Kaygee Auto Product Private Limited Rs. 1.50 Lakhs (Previous Year Rs. NIL).

d Dividend received from JHS Taigene Electricals Company Pvt. Ltd. Rs.6.98 Lakhs.

e Interest received from Kinetic Hyundai Elevator & Movement Technologies Pvt. Ltd. Rs. 1.32 Lakhs.

f Income from Rendering of services include to Kinetic Motor Company Limited Rs. 25.86 Lakhs (Previous Year Rs. 128.19 Lakhs), Kaygee Auto Product Private Limited Rs. 18.12 Lakhs (Previous Year Rs. NIL), JHS Taigene Electrical Company Pvt. Ltd. Rs. 0.45 Lakhs and Ducati Energia Pvt. Ltd. 0.13 Lakhs.

g Expenses for receiving of other services paid to Kinetic Motor Company Ltd. Rs.4.74 Lakhs, Kinetic Communication Limited Rs. 126.59 Lakhs (Previous Year Rs. 0.52 Lakhs) and JHS Taigene Electricals Company Pvt Ltd. 0.31 Lakhs.

h Other receipts from Kinetic Motor Company Limited Rs. 776.51 Lakhs (Previous Year Rs. NIL).

i Rent Received from JHS Taigene Electricals Company Pvt. Ltd. Rs. 58.87 Lakhs and Chrysalis Castings Pvt Ltd. Rs. 2.20 Lakhs.

j Purchase of assets include Kinetic Motor Company Limited Rs. 7.04 Lakhs (Previous Year Rs. 4.43 Lakhs) and JHS Taigene Electrical Company Private Limited Rs. 4.00 Lakhs (Previous Year Rs. NIL).

k Sale of assets include Microage Instruments Private Limited Rs. 290.00 Lakhs (Previous Year Rs. NIL).

l Issue of shares include Microage Instruments Private Limited Rs. 1873.95 Lakhs (Previous Year Rs. NIL).

m Issue of Optionally Convertible Cum Pref Shares include Microage Instruments Private Limited Rs. 497.46 Lakhs (Previous YearRs. 101.52 Lakhs).

n ICD repaid include Microage Instruments Private Limited Rs. 2616.96 Lakhs (Previous Year Rs. 666.95 Lakhs).

o ICD given received back from Kinetic Motor Company Ltd. Rs. 102.00 Lakhs and from Kinetic Hyundai Elevator & Movement Techonologies Pvt. Ltd 50.00 Lakhs

p Remuneration to key managerial personnel include to Mr. A.H. Firodia Rs. 29.42 Lakhs (Previous Year Rs. 131.66 Lakhs) and Mr. M.K. Khera Rs. 92.46 Lakhs (Previous Year Rs. 85.06 Lakhs).

q Fees for professional services paid to Mr. S. C. Shah Rs. 0.45 Lakhs (Previous Year Rs. 0.80 Lakhs).

r Amounts Written back during the period in respect of loan from the related party include to Microage Instruments Private Limited Rs. 252.59 Lakhs (Previous YearRs. NIL).

s Deposit from director include to Mr. A.H. Firodia Rs. 37.00 Lakhs (Previous YearRs. NIL). t Unsecured loan include to Mrs. J.A. Firodia Rs. 289.60 Lakhs (Previous Year Rs. NIL). u Write off towards Debtors & ICD including interest thereon from Kinetic Motor Company Ltd. Rs. 431.52 Lakhs.

15 The company had announced a Voluntary Retirement Scheme (VRS) for its employees at Ahmednagar plant in addition to its earlier scheme declared during 31-12-2006. 86 employees have opted for the Scheme during the period. Out of the total VRS Compensation, Rs. 471.62 Lacs (Rs. 326 Lacs) is charged off in the current period and balance sum of Rs. 81.37 Lacs (Rs.326 Lacs) is treated as deferred revenue expenses.

16 As an effect of the Merger, the companys holding in Kinetic Motor Company Ltd. (KMCL) exceeded 51 % of the Paid Up Equity Capital of KMCL. However, subsequent to the balance sheet date, the company has sold a part of its holding in KMCL whereby the holding has become less than 51%. Therefore, in view of para 11(a) of AS-21 on "Consolidated Financial Statements" the consolidation has not been considered necessary.

17 Current years figures include figures of Auto Division of erstwhile Jaya Hind Sciaky Ltd. on account of the merger and as such they are not comparable with previous years figures which are as per the last audited balance sheet adopted by the members. Previous year figures have been regrouped wherever necessary.

18 Additional information relating to Balance Sheet Abstract and Companys General Business Profile as per Part IV of Schedule VI to the Companies Act, 1956 -Annexed.

 
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