| The Directors present their Report on the business and operations of
your Company for the year ended 31st, December, 2011.
FINANCIAL RESULTS
Accounting Accounting
Year ended Year ended
on 31st on 30th
December, 2011 September, 2010
( in Lakhs) ( in Lakhs)
Gross Sales and
Other Income 569 762
Net Profit / (Loss)
for the period (148) (605)
Profit / (Loss)
carried forward
Last Year (15906) (15300)
This Year (15758) (15906)
After transfering its 2-wheeler business related assets to a Mahindra
group company (Mahindra Two Wheelers Limited) as part of its business
restructuring, in November, 2008, Kinetic Motor Company Limited (KMCL)
has been in discussions with Kinetic Engineering Limited (KEL)
management for a proposal to amalgamate KMCL into KEL. Your Board of
Directors also, in their meeting held on 9th December, 2011 have passed
the resolution and approved the Scheme of Amalgamation for merging KMCL
with the KEL.
Both, KEL and KMCL are engaged in the Automotives Business. The
amalgamation will enable achievement of the potential of Automotive
Business including participation of investors, strategic partners,
lenders and other stakeholders in such Business.
The Merger will also help streamlining of the activities of the
respective companies and reduce managerial overlaps; and augmenting
shareholders' value besides aligning interests of shareholders in a
single entity.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no foreign exchange earnings and outgo during the period.
CONSERVATION OF ENERGY
The present level of energy consumption of the Company is very
insignificant.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that :
1. In preparation of the accounts for the period under review, your
company has followed the applicable accounting standards.
2. Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st December, 2011 and of the loss of the Company
for the period ended on that date.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. The Annual Accounts for the period under review have been prepared
on a 'Going Concern' basis.
CORPORATE GOVERNANCE
The Company is implementing Corporate Governance code as per the
Listing Agreement with Stock Exchanges. A separate Report on Corporate
Governance is given as Annexure to the Directors' Report.
PARTICULARS OF EMPLOYEES
Particulars of Employees as required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 are contained in a Statement forming part of this Report.
However, as per the provisions of Section 219(1)(b)(vi) of the
Companies Act, 1956, the Report and Annual Accounts are being sent to
the shareholders of the Company, excluding the particulars of
employees. Any shareholder interested in obtaining a copy of the said
Statement may write to the Company.
DIRECTORS
Mr. R. J. Kabra & Mr. S. R. Kotecha are liable for retirement by
rotation at the ensuing AGM of the Company, and they are eligible for
reappointment. Information as required under Clause 49 of the Listing
Agreement, is provided in the annexure to this report.
AUDITORS
The Auditors M/s Lakhani & Co, Chartered Accountants, hold their office
until the conclusion of the ensuing AGM, and have furnished a
certificate in terms of Sec. 224(1) of the Companies Act, 1956, about
their eligibility.
FIXED DEPOSITS
The company has not accepted any fixed deposit from public during the
period under review.
By Order of the Board of Directors
For KINETIC MOTOR COMPANY LIMITED
A. H. FIRODIA
Pune : February 29, 2012 Chairman |