a. 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 equity shareholders.
b. Interim dividend declared twice for the period at the rate of 500%
& 200% i.e. RS. 50/- per share & RS. 20/- per share. The Board of
Directors do not recommend Final Dividend for the Financial Year
2014-2015 (For the previous year ended on March 31, 2014 final dividend
RS.4/- per share).
c. In the financial year 2009-10, 5,288,718 aggregate No. of equity
shares of RS. 10/- each were allotted as fully paid up without payment
being received in cash pursuant to Scheme of Arrangement between
Kirloskar Brothers Limited and Kirloskar Brothers Investments Limited
and their respective shareholders under Sections 391 to 394 read with
Sections 100 to 103 of the Companies Act, 1956.
NOTE B - 2 : 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
1. Nashik Silk Industries Limited Subsidiary Company
(Refer Note C - 14)
2. Pneumatic Holdings Limited Subsidiary Company
(w.e.f 16.09.2014)
3. Kirloskar Pneumatic Company Subsidiary Company
Limited
4. Kirloskar Oil Engines Limited Subsidiary Company
5. Kirloskar Roadrailer Limited Subsidiary Company of
Kirloskar Pneumatic
Company Limited
B Names of the related parties with whom transactions have been entered
into
Sr.No. Name of the related party Nature of relationship
1. Nashik Silk Industries Limited Subsidiary Company
(Refer Note C - 14 )
2. Pneumatic Holdings Limited Subsidiary Company
(w.e.f 16.09.2014)
3. Kirloskar Pneumatic Company Subsidiary Company
Limited
4. Kirloskar Oil Engines Limited Subsidiary Company
5. Mr. Anil C. Kulkarni - Key Managerial Personnel
Executive director
6. Mrs. Asmita A. Kulkarni Relative of Key Managerial
Personnel
NOTE B- 4 : CONTINGENT LIABILITIES NOT PROVIDED IN RESPECT OF [jn RS.]
Sr. Particulars 2014-15 2013-14
No.
(a) Disputed stamp duty demand - 10,897,838
(b) Disputed Income Tax demands-
For A.Y 2010-2011 544,740 544,740
TOTAL 544,740 11,442,578
NOTE B - 3 : EMPLOYEE BENEFITS
(i) Defined Contribution Plans:
Amount of RS. 897,703/- (RS. 835,282/-) is recognised as an expense and
included in "Employee Benefits Expense" (Refer Note A -16 ) in the
Profit and Loss Statement.
(ii) Defined Benefit Plans:
The amount recognized in the books of account in respect of defined
benefit plan based on actuarial valuation is as follows :
(f) Principal actuarial assumptions at the balance sheet date
1. Discount rate as at 31.03.2015 : 7.80% (P.Y. : 9.20%)
2. Expected return on plan assets : 8.50% (P.Y. : 9.00%)
3. Salary growth rate : 7.50% (P.Y. : 7.50%)
4. 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.
NOTE B- 4 : MINIMUM ALTERNATE TAX (MAT)
During the current year the Company has paid Income tax under normal
provisions of the Income Tax Act, 1961 and utilised MAT credit of RS.
36,64,955/-. Balance of MAT credit available as on 31.03.2015 is RS.
22,17,23,663/-. During previous year, the Company was liable to pay
MAT.
NOTE B - 5:
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 B - 6 : 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 B- 7 : Effective from April 1,2014 the Company has charged
depreciation based on the revised remaining useful life of the assets
as per the requirement of Schedule II of the Companies Act, 2013. Due
to above, depreciation charge for the year ended March 31,2015 is
higher by RS. 35,09,358/-. Further, an amount of RS.16,136/-
representing the carrying amount of assets with revised useful life as
nil, has been charged to the retained earnings as on April 01,2014
pursuant to the Companies Act, 2013.
NOTE B- 8 : On March 31, 2015 the Company sold 100% of it's investment
(33,53,990 shares) in it's wholly owned subsidiary Nashik Silk
Industries Limited (NSIL). Consequently NSIL ceases to be subsidiary of
Kirloskar Brothers Investments Limited. Also the Company waived off the
advance amounting to RS. 25,00,000/- given to NSIL as per share
purchase agreement. The advance was given to NSIL when it was wholly
owned subsidiary of the Company.
NOTE B- 9 : The Board of Directors in its meeting held on September
02, 2014, had approved the Composite Scheme of Arrangement and
Amalgamation between Kirloskar Brothers Investments Limited (KBIL -
Transferor Company), Pneumatic Holdings Limited (PHL - Resulting
Company) and Kirloskar Oil Engines Limited (KOEL - Transferee Company)
and their respective shareholders and creditors under Section 391 to
394 and other relevant Sections of the Companies Act, 1956, and
relevant Section of the Companies Act, 2013, to the extent applicable.
The Scheme was approved by public shareholders of the Company through
Postal Ballot on February 17,2015 pursuant to circulars of SEBI issued
in this behalf and by the equity shareholders of the Company by the
Court convened meeting held on February 18, 2015. The petition seeking
sanction of the Scheme has been filed before the Hon'ble Bombay High
Court bearing CSP No. 159 of 2015. The hearing on said petition
concluded on April 30, 2015 and an order of the Hon'ble Bombay High
Court is awaited till date.
NOTE B- 10 : In order to facilitate the Composite Scheme of Arrangement
& Amalgamation between the Company (KBIL), Pneumatic Holdings Limited
(PHL) & Kirloskar Oil Engines Limited (KOEL), the Company incorporated
"Pneumatic Holdings Limited" on 16 September 2014 and subscribed to
100% equity shares of Rs. 20,000,000/- thus making PHL it's wholly
owned subsidiary.
NOTE C- 11 : Previous year's figures have been regrouped, wherever
necessary.
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