1 Of the 2,75,46,095 Equity Shares above, 10,00,000 equity shares of
Rs.10/- each at a premium of Rs. 55/- per share have been issued on
conversion of 10,00,000 Convertible Cumulative Preference Share of Rs.
65/- each which were allotted as fully paid up towards discharge of
part consideration of transfer of SUPA Undertaking/Business
2 5,30,000 Convertible Cumulative Preference Shares of Rs. 65/- each,
23,15,500 out of 30,85,500 Optionally Convertible Cumulative Preference
Shares of Rs. 65/- each and 7,70,000 Redeemable Cumulative Preference
Shares of Rs. 65/- each were allotted as fully paid-up towards discharge
of part consideration of transfer of SUPA Undertaking/ Business.
3 5,30,000 Convertible Cumulative Preference Shares of Rs. 65/- each,
30,85,500 Optionally Convertible Cumulative Preference Shares of Rs.
65/- each and 18,53,650 8.5% New Optionally Convertible Cumulative
Preference Shares of Rs. 65/- each were not opted to be converted, and
are accordingly Redeemable at par, at the option of the Company, at any
time after 31st August 2009. These Preference Shares are entitled to a
fixed dividend @ 8.50% p.a., due and payable on the date of redemption,
or such other dates as may be acceptable to the allottees.
4 7.70,000 Redeemable Cumulative Preference Shares of Rs. 65 each are
redeemable at the option of the company at any time after 31.08.2009
5 5,00,000 Redeemable Cumulative Preference Shares of Rs. 100/- each
were allotted as fully paid-up, in discharge of part consideration for
the licensing of brand Kinetic by Kinetic Engineering Ltd . These
were Redeemable on 15th March 2010, and are entitled to a fixed
dividend @ 8.50% p.a. payable on redemption, or at any date thereafter
as may be acceptable to the allottees.
6 During the year 8,71,795 6% Compulsorily convertible Cumulative
Preference Shares of Rs. 39 each, were converted into 8,71,795 equity
shares of Rs. 10 each at a premium of Rs. 29 per share.
7 During the year 18,00,000 Optionally Convertible Cumulative
Preference Shares of Rs. 14.20 each, were converted into 18,00,000
Equity Shares of Rs. 10 each at a premium of Rs. 4.20 per share.
8 Arrears of fixed cumulative dividend Rs. 1103.90 lacs ( Previous
period Rs. 703.86 lacs).
1 CONTINGENT LIABILITIES :
i) Income Tax matters under appeal Rs. 58.01 lacs (Previous period
Rs.112.42 Lacs )
ii) Sales Tax disputed by the Company Rs. 93.83 lacs (Previous period Rs.
iii) Entry Tax disputed by the Company Rs. 10.13 lacs (Previous period
iv) Excise Duty claims in dispute Rs. 266.99 lacs (Previous period Rs.
v) Labour matters Rs. 45.07 lacs (Previous period Rs. 45.07 lacs)
vi) Other Compensation matters Rs. 20.00 lacs (Previous period Rs. Nil)
i) The licenced capacity disclosed is as per the capacity indicated in
the prescribed memoranda filed with the Department of Industrial
Development (Secretariat of Industrial Approvals) in terms of
notification no.477(E) dated July 25, 1991.
ii) Installed capacity is as certified by the management and relied on
by the auditors as this is a technical matter.
iii) The entire Manufacturing facility of the company has been sold
Note : 1) The provision for leave encashment is not included above as
the same is provided for on an acturial basis for the Company as a
whole and is not sepearately identifiable.
2) Remuneration paid to Executive directors amounting to Rs.51.69 lacs
is subject to approval of the Central Government, in respect of which
applications have been made.
2. Research and Development expenses aggregating Rs. Nil have been
incurred by the Company which are disclosed under appropriate account
heads. (Previous period Rs. 2.16 lacs)
3. The net exchange difference arising during the period recognised
appropriately in the profit and loss account - net loss - Rs. 0.12 lacs;
(Previous period net loss Rs. Nil)
4. The deferred tax liability of Rs. Nil (Previous period Rs. 24.43
lacs) is in respect of provision for Depreciation.
The deferred tax asset of Rs. Nil ( Previous period Rs. 24.43 lacs) is in
respect of carried forward tax losses.
5. Disclosures required by Para 13.5A of Chapter XIII of SEBI
(Disclosure & Investor Protection) Guidelines, 2000, in respect of
preferential issues made by the Company during the period :
6. (a) Amount payable to Micro and Small Enterprises (to the extent
identified by the Company from available information) as at 31st
December, 2011 is Rs. 145.78 lacs (including unpaid amounts- principal
amounts- Rs. 145.78 lacs and interest accrued and remaining unpaid - Rs.
Nil ), (Previous period Rs.175.50 lacs) (including unpaid amounts
principal amount- Rs.175.50 lacs and interest accrued and remaining
unpaid Rs. Nil)
(b) Amount of interest payments made to suppliers registered under the
Micro, Small and Medium Enterprise Development Act, 2006 beyond 45 days
during the period 1st October, 2010 to 31st December, 2011 is Rs. Nil
(Previous period Rs. Nil)
* Enterprises over which Key Management Personnel and their relatives
are able to exercise significant influence
Note : 1) Previous year figures are in brackets.
2) Reimbursement of preliminary expenses of Kinetic motors Automotive
Private Limited are not considered in the related party transaction.
7. As the Company''s business activity falls within a single primary
business segment viz., Two wheelers and its parts ans is a single
geographical segment, the disclosure requirements of Accounting
Standard (AS-17) Segment Reporting issued by the Istitute of
Chartered Accountants of India are not applicable
8. After completing the financial restructuring, the Company has
finalised plans for trading activity in respect of Postal Soleckshaw
a light multi-utility power driven 3 wheeler. The company is further
planning processing activity, by setting up manufactuing facility at
Chinchwad, Pune. Having regard to the above and the financial support
from the promoters of the Company, the accounts of the Company have
been prepared on a ''Going Concern'' basis.
9. The Company purchases components, in the ordinary course of
business, from JHS Taigene Electrical Co. Pvt.Ltd. ( JHST), Ducati
Energia India Private Limited (Ducati) and Champ Engineering Private
Limited (Champ), a Private Limited Companies in which a director of the
Company is a director. During the previous/ current period, due to
paucity of funds, credit terms of suppliers in general had been
extended. As such, the Company has purchased Vehicles / Components
worth Rs. 1.25 lacs ( including Rs. 2.16 lacs in the current period )
from KEL (JHST, Ducati and Champ) on credit basis, i.e. on the terms
which are more favourable to the Company.
As per the provision of section 297 of the Companies Act, 1956, if
approval of the Central Government is not obtained for such contract,
the same is voidable at option of the Board of directors of the
Company. However, as JHST, Ducati and Champ has agreed to these revised
terms and the same are in the interest of the Company, the Board has
not treated the contracts as void.
10. Other Receivables includes amount retained by the purchaser for
the sale of Fixed Assets.The amount is outstanding for more than six
months,however as per the aforesaid Agreement, amount shall be released
by the purchaser subject to condition stated therein at the end of 3
years from the date of execution of Agreement.
The amount is outstanding for more than six months, however as per the
aforesaid Agreement amount shall be released by purchaser, subject to
condition stated therein at the end of 3 years from the date of
execution of the Agreement.
11 Details of Employee Benefits as required by the Accounting Standard
15 (Revised) Employee Benefits are as follows-:
(A) Defined Contribution Plan
Amount recognized as an expense in the Profit and Loss Account in
respect of Defined Contribution Plans is Rs. 16.08 lacs (P.Y. Rs. 20.64)
(B) Defined Benefit Plan
i) Actuarial gains and losses in respect of defined benefit plans are
recognized in the Profit & Loss Account.
ii) The Defined Benefit Plans comprise of Gratuity. Gratuity is a
benefit to an employee based on 15 days last drawn salary for each
completed year of service.
(C) Changes in the present value of defined obligation representing
reconciliation of opening and closing balances thereof are as follows :
a) The Discount rate is based on the prevailing market yields of Indian
Government securities as at the Balance Sheet date for the estimated
terms of the obligations.
b) Expected Rate of Return of Plan Assets : This is based on the
expectation of the average long term rate of return expected on
investments of the Fund during the estimated term of obligations.
c) Salary Escalation Rate : The estimates of future salary increases
considered takes into account the inflation, seniority, promotion and
other relevant factors.
12. The Board of Directors of the Company has approved a Scheme for
the amalgamation of the Company with Kinetic Engineering Limited, from
the Appointed Date 1.1.2012. The share exchange ratio approved by the
Board, is 4 equity shares of KEL for every 31 equity shares of the
Company. After the clearance from Stock Exchanges (which is awaited),
the Scheme would be filed with the Hon''ble High Court, Mumbai.
13. Company has not created a pledge on 90,00,000 Equity shares of
MTWL as per debenture subscirption Agreement dated 12th July 2011 with
Kinetic Motor Automotive Pvt. Ltd. in respect of 90,000 non covertible
debentures of Rs. 1000 each issued during the year. Hence debentures are
shown as unsecured loan.
14. Previous period''s figures have been regrouped/recast wherever
necessary to confirm to this period''s classification.
15. Current period figures are for fifteen (15) months and hence these
are not comparable with the previous year figures.