Notes to Accounts of Pneumatic Holdings Ltd.

Mar 31, 2016

NOTE C - 1. : RELATED PARTY DISCLOSURES

Related parties, as defined under Clause 3 of Accounting Standard (AS 18) “Related Party Disclosures” prescribed by Rule 7 of the Companies (Accounts) Rules, 2014, have been identified on the basis of representation made by the Key Management Persons and taken on record by the Board. Disclosure of transactions with Related Parties are as under:

A Names of the related parties where control exists

Sr. No. Name of the related party Nature of relationship

2. Kirloskar Pneumatic Company Limited Subsidiary Company

3. Kirloskar RoadRailer Limited Fellow Subsidiary (Subsidiary Company of

Kirloskar Pneumatic Company Limited)

Note: Pneumatic Holdings Limited (the Company) was incorporated as wholly owned subsidiary of Kirloskar Brothers Investments Limited (KBIL) to facilitate The Composite Scheme of Arrangement and Amalgamation between the Company, KBIL and Kirloskar Oil Engines Limited (KOEL) and their respective Shareholders and Creditors (the Composite Scheme). The Appointed date of the Composite Scheme was 01st April 2015 and the Effective Date was 30th June 2015.

On Scheme becoming effective all the assets and liabilities of KBIL as on appointed date relating to travel service business along with some Investments are transferred to the Company. Consequently, KBIL was carrying on business only in trust for the Company and KOEL during the period 01st April to 30th June 2015 and as such KBIL is not considered as the Holding Company of the Company till effective date.

B Names of the related parties with whom transactions have been entered into

Sr. No. Name of the related party Nature of relationship

4. Kirloskar Pneumatic Company Limited Subsidiary Company

5. Mr. Anil C. Kulkarni - Executive Director Key Managerial Personnel

6. Mrs. Asmita A. Kulkarni Relative of Key Managerial Personnel

Note :

The Company is maintaining the fund with LIC. The details of planned assets are not made available by LIC.

(f) Principal actuarial assumptions at the balance sheet date

7. Discount rate as at 31.03.2016 :8% (P.Y. : NA)

8. Expected return on plan assets : 8.50% (P.Y. : NA)

9. Salary growth rate : 7.50% (P.Y. : NA)

10. The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

(g) General Description of defined plans:

The Company operates gratuity plan wherein every employee is entitled to the benefit as per scheme of the Company for each completed year of service. The same is payable on termination of service or retirement which ever is earlier. The benefit vests only after five years of continuous service.

** During the Financial Year 2014-15 there were no employees in the Company. During Financial Year 2015-16 all the employees of Kirloskar Brothers Investments Limited are transferred to the Company in terms of the Composite Scheme.

NOTE C- 11:

For the current year, amount of dividend from subsidiaries is more than that declared by the Company and hence as per Section 115O (1A) of the Income Tax Act, 1961, provision for Dividend Distribution Tax is not required.

NOTE C- 12:

On the basis of information available with the Company regarding the status of suppliers as defined under the “Micro Small and Medium Enterprises Development Act, 2006”, there are no suppliers covered under the above mentioned Act and hence the question of provision or payment of interest and related disclosures under the said Act does not arise.

NOTE C - 13 : GENERAL DESCRIPTION OF LEASING ARRANGEMENTS

The Company leases vehicles and has entered into various cancellable operating lease arrangements for the period of thirty six months. The accounting policy adopted by the Company for operating lease is as stated in the Note B - 10.

NOTE C- 14 :

The Composite scheme of Arrangement and Amalgamation between the Company, Kirloskar Brothers Investments Limited (KBIL) and Kirloskar Oil Engines Limited (KOEL) and their respective Shareholders and Creditors (The Composite Scheme) became effective on 30th June, 2015. The appointed date of the Composite Scheme was 1st April, 2015. As such the KBIL carried on business in trust for the Company and KOEL for the period from 01st April, 2015 to 30th June, 2015.

Pursuant to The Composite Scheme, original subscribed and paid up equity share capital of '' 20,000,000/- stands cancelled and new equity shares of '' 52,887,180/- consisting of 5,288,718 equity shares of ''10/- each were issued.

NOTE C- 15 :

The current year figures are after incorporating the transfer of all the assets and liabilities relating to travel services business and investments made by KBIL except investments in KOEL in terms of the Composite Scheme. As such the figures are not comparable with previous year.

NOTE C- 16 :

The Company was incorporated on 16th September 2014 to facilitate the implementation of the Composite Scheme. On the Composite Scheme becoming effective, all the employees of the Kirloskar Brothers Investments Limited (KBIL) including Executive Director are transferred to the Company on the same terms and conditions as applicable to them in KBIL. The appointed date of the Scheme is 01st April 2015. As such based on legal opinion, the effective capital for determining the Managerial Remuneration in terms of section 197 read with Schedule V of the Companies Act, 2013 is taken as on 01st April 2015.

NOTE C- 17 :

Previous years figures are regrouped wherever required.

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Mar 31, 2015

L. RELATED PARTY DISCLOSURES

Related parties, as defined under Clause 3 of Accounting Standard (AS IS) "Related Party Disclosures" prescribed by RU[e 7 0f the Companies Accounts) Rules, 2014, have oeen identified on the ** of representation made by the Key Management Persons Board. Disclosure of transactions with Related Parties are as under:

Company) and Kirloskar Oi, Engine ding (PHL 391 to 394 and other relevant Section of he Company- Act shareholders and editors under Section applicable. The petition seeking sanction of Companies 2013, to the has subscribed to 100% shares of R, 20,000,000/- thus making Kb"2nd company corporate, 16-09, 2014- KBIL C- 6. There are no previous year's figures since :he company was incorporated on 16.09.2014.