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. 96.16 lacs)

iii) Entry Tax disputed by the Company Rs. 10.13 lacs (Previous period Rs.17.14 lacs)

iv) Excise Duty claims in dispute Rs. 266.99 lacs (Previous period Rs. 55.14 lacs)

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 after 30.09.2010.

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.