kew industries limited...company secretary and mrs. taranjeet kaur compliance officer company...

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KEW INDUSTRIES LIMITED

Board of Directors Sh. Mukesh Juneja (Managing Director)

Sh. Amit Khanna (Director)

Group Cap. M K Labroo (Director)

Sh. Sushil Kumar Sharma (Director)

Sh. Amarjeet Singh Gogna (Director upto 11.08.2012)

Sh. Harbhajan Singh (Director) w.e.f. 11.08.2012

Company Secretary and Mrs. Taranjeet Kaur

Compliance Officer Company Secretary

KEW Industries Limited

B-3, Focal Point Jalandhar-144001

Registered Office B-3, Industrial Focal Point, Jalandhar- 144001

Works B-3, Industrial Focal Point, Jalandhar.

Ladowali Road, Jalandhar.

Bankers State Bank of India,

SME, Civil Lines, Jalandhar.

Allahabad Bank, Civil Lines, Jalandhar.

Auditors M/s Brij Aggarwal & Associates

Chartered Accountants

Jalandhar City- 144001

Company's Registrar and M/s Karvy Computershare Private Limited

Share Transfer Agent Karvy House, 46, Avenue-4, Street No.-1,

Banjara Hills, Hyderabad-500034

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KEW INDUSTRIES LIMITEDDIRECTORS' REPORT TO SHAREHOLDERS

Your Directors have pleasure in presenting theSixteenth Annual Report together with the AuditedAccounts of the company for the year ended 31stMarch, 2012FINANCIAL PERFORMANCE

Sr.No. Particulars 31.03.2012 31.03.20111. Sales/Other Income 5082.44 10638.952. Profit before Depreciation 806.33 846.52

& Interest3. Depreciation 346.53 324.404. Interest 423.24 408.565. Profit before Tax 36.56 113.566. Profit after Tax 25.32 77.37

The year under report was really a competitive andrecessionary period for the company. As evident, thesales of the company has declined as compared toprevious year. This decline is mainly attributed torecession in the auto segment and procedural delayin the finalization of orders by Govt. Department.Inspite of the decline in sale, the PBIDT viz-a-viz totalsales has gone up from 7.96% in 2011 to 15.86% in2012 due to value addition. However the company isquite hopeful to achieve the better results in the currentand coming years.Your Directors are planning continuously to increasethe market share of company. They are makingsincere efforts to improve the performance of thecompany in the months to come and are lookingforward positively.DIVIDENDAs is evident from the financial results , the companyneeds to conserve its resource for future working.Hence, your directors do not recommend any dividendon equity shares for the year ended 31st March, 2012.DIRECTORSIn accordance with Articles of Association of thecompany , Group Cap M.K. Labroo, Director retiresby rotation at the forthcoming Annual General Meetingand being eligible offers himself for reappointment.Sh. Harbhajan Singh joined the Board as AdditionalDirector on 11th August, 2012 in terms of Section260 of the Companies Act, 1956 , he holds officeupto the date of this Annual General Meeting. Thedetails required under Clause 49 of the ListingAgreement regarding the above Directors is publishedas a part of the Notice calling the Annual GeneralMeeting.Sh. Amarjit Singh Gogna submitted his resignationto the Board on 30th July, 2012 which was dulyaccepted by the Board of Directors in their meeetingheld on 11th August, 2012. Accordingly he wasrelieved from his duties w.e.f. 11th August, 2012.

AUDITORSM/s. Brij Aggarwal & Associates, CharteredAccountants retire as Auditors of the company at theforthcoming Annual General Meeting and are eligiblefor re-appointment.The company has received confirmation that theirappointment, if made, will be within the limitsprescribed under Section 224(1B) of the CompaniesAct, 1956.The Directors recommend that M/s Brij Aggarwal &Associates , be appointed as the company's auditorsto hold office until the conclusion of the next AnnualGeneral Meeting.COMMENTS ON AUDITORS QUALIFICATIONSPoint wise reply of Auditors' Objections in AuditorsReport:4(vii) (a) The Company has availed loan from L & TFinance Limited and was regularly paying the dues.Major part of the loan has already been repaid. The L& T has charged higher rate of interest (includingpenal) and reconciliation is pending due to nonproviding of statement by L & T. The Company hasproposed to settle its dues with L & T Finance Limitedand ask for statement of account for reconciliationand confirmation.4 (vii) (b) : The Management of the company is willingto settle its account with Punjab Financial Corporationunder One Time Settlement Scheme Policy which isbeing awaited. Once the policy is announced by theState Government, the company shall clear all thedues. In our opinion, the company has paid the hugeamount in excess of loan amount which has beenadjusted towards penal interest, & L.D. Under theproposed One Time Settlement , the entire penalinterest and L.D is likely to be waived.LISTING OF SHARESThe Company's shares are presently listed on theBombay Stock Exchange Limited, Mumbai (BSE).CORPORATE GOVERNANCEIn terms of Clause 49 of the Listing Agreement withthe Stock Exchanges a Corporate governance Reportis made part of this Annual Report. In compliancewith Section 292A of the Companies Act, 1956 andwith the Listing Agreement , an Audit Committeeconsisting of three independent directors has beenconstituted. The company has also a Shareholders'Grievance Committee consisting of three independentdirectors.A certificate from Statutory Auditors of the companyregarding compliance of the conditions stipulated forCorporate Governance under Clause 49 of the Listingagreement is attached to this report.

(Rs. in Lac)

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KEW INDUSTRIES LIMITEDThe declaration by Managing Director addressed tothe members of the company pursuant to Clause 49of the Listing Agreement regarding adherence to theCode of Conduct by the members of the Board andby the members of the Senior Management Personnelof the company is also attached to this report.MANAGEMENT DISCUSSION AND ANALYSISREPORTAs required under the Listing Agreement,Management Discussion and Analysis Report isattached to this report .DEPOSITSNo deposits were invited/accepted by the companyduring the year ended 31st March , 2012.PERSONNELThere are no employees covered under the disclosurerequirements as required by the provisions of Section217 (2A) of the Companies Act, 1956 read withCompanies (Particulars of Employee) Rules, 1975as amended.ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEThe information required under Section 217 (1) (e) ofthe Companies Act, 1956 read with Companies(Disclosure of Particulars in the Report of the Boardof Directors) Rules, 1988, is given below:A) Conservation of Energy.

The power and fuel expenses during the year havebeen at Rs. 6409503 /- as against the last yearof Rs. 8938602.65

B) Technology absorption, Adaptation &Innovation.The company is sincerely and continuouslyinvolved in innovation and new technologyabsorption at all levels.

C) Foreign exchange earning & outgo (Rs. inLac):No Foreign Exchange earnings and outgo werethere during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENTTo the best of their knowledge and belief , andaccording to the information and explanationsobtained by them , your Directors make the followingstatements in terms of Section 217 (2AA) of theCompanies Act, 1956.a) In the preparation of the annual accounts for the

year ended 31st March, 2012, the applicable

accounting standards have been followed and thatthere are no material departures;

b) That appropriate accounting policies have beenselected and applied consistently and judgmentsand estimates that are reasonable and prudenthave been made so as to give a true and fair viewof the state of affairs as at March 31, 2012 and ofthe net profit earned by the Company for financialperiod ended March 31, 2012.

c) They have taken proper and sufficient care, tothe best of their knowledge and ability, for themaintenance of adequate accounting records inaccordance with the provisions of the CompaniesAct, 1956 for safeguarding the assets of theCompany and for preventing and detecting fraudand other irregularities.

d) The annual accounts have been on a goingconcern basis.

ACKNOWLEDGMENTYour Directors place on record their appreciation forthe confidence reposed and continued supportextended by its customers, suppliers , bankers ,shareholders and all other business constituents.Your Board would like to place on record , its sincereappreciation to the employees for having played avery significant role in the company's operation tilldate.

For and on behalf of theBoard of Directors

Dated : 11th August, 2012 (Mukesh Juneja)Place : Jalandhar (Chairman-Cum-

Managing Director)

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Automotive Industry - Structure andDevelopmentsAutomotive industry comprises of automobile andauto component sectors and is one of the key driversof the national economy as it provides large scaleemployment, having a strong multiplier effect. Beingone of the largest industries in India, this industryhas been witnessing impressive growth during thelast two decades. It has been able to restructure itself.Absorb newer technology, align itself to globaldevelopments and realize its potential. This hassignificantly increased automotive industry'scontribution to overall industrial growth in the country.Subsequent to the liberalization, automobile sectorhas been aptly described as the sunrise sector ofIndian economy as this sector has witnessedtremendous growth. In Auto component sector theindustry has emerged as one of the key autocomponent centres in Asia and is today seen as asignificant player in the global automotive supplychain. India is now a supplier of a range of high valueand critical automobile components to global automarkets such as General Motors , Toyota, Ford andVolkswagen , amongst other.Opportunities , Growth Drivers and ChallengesOver the past decade, Brazil, Russia, China and India(commonly referred as BRIC nations) have emergedas the bellwether of the global automotive demand.India has clearly emerged as a manufacturing hub forlow-cost small cars owing to its scale and significantcompetencies in the small car space. It also benefitsfrom lower development cost and an improving autocomponent manufacturing base.

The Indian Government is in the process of forming aNational Automotive Board as an autonomous societyunder the administrative control of Department ofHeavy Industries. It will help steer, coordinate andsynergize all the efforts of the government in importantongoing and new initiatives for automotive sectorespecially in the area of electric mobility, intelligenttransport systems, automotive testing, collaborativeR&D and for implementation of the recommendationsof the Automotive Mission Plan 2006-16 and henceimprove manufacturing standards.

Domestic Indian companies have developed strongmanufacturing capabilities that have helped them tillnow in keeping costs low and quality under control.As volumes and competition increase, Indiancomponent manufacturers will have to scale up theiroperations and further improve quality, cost anddelivery performance to global standards demandedby customers.Indian Auto Industry is one of the most promisingand growing auto industries across the world. But atthis junction the Indian Auto Industry is facing various

challenges catering to the growing domestic market.The three major challenges faced by auto industryare :1. Rising Oil Price: The skyrocketing crude oil prices

will effect the economic growth of most of thenations of the world including India. Also, rise inoil prices will impact the growth of globalautomotive industry. Unless the use of alternativefuels increases, it is very unlikely that the situationwill change for the better. This gives rise to theneed of more and more investment in R&D,redesigning of engines, etc.

2. Fuel Technology : There is a need to take initiativeto reduce level of automotive emission whichrequire introduction of obligatory periodicmaintenance, inspection of automotives, designingautomotives with recyclable materials, use ofalternative fuels etc.

3. Nurturing Manpower: Manpower and humanresource has always been a key growth driver inany industry including the automotive industry.The industry has to foster the talent for servicingand maintenance as well. India has personnel tocreate better and reliable automotives but still lackthe expertise in servicing and maintenance of theautomotives.

Risks and ConcernsThe year under review also witnessed the governmentand the Reserve Bank of India efforts to containinflation which resulted in hardening of interest ratesaffecting overall economic growth. Tight liquidity inbanking sector with high lending rates will be a bigdamper in the demand. Steady decline in Index ofIndustrial Production (IIP) from January 2012 onwardsalso suggests slowdown in demand. The currentfinancial year will be tough.To counter these risks, your company continues tobroaden the product portfolio, increase customer baseand geographic reach. Your company's establishedreputation, close customer relationships, ability toprovide higher level of engineering, design supportand relentless drive for improvement gives it acompetitive edge. In order to address these risks thecompany has been implementing adequate riskmanagement approach.Internal Control Systems and their adequacyThe Company has a comprehensive system of InternalControls to safeguard the Company's Assets againstloss from unauthorized use and ensure properauthorisation of Financial Transactions. The Companymaintains a system of internal controls designed toprovide a high degree of assurance regardingeffectiveness and efficiency of operations, theadequacy of safeguards for assets, the reliability offinancial controls and compliance with applicable lawsand regulations.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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KEW INDUSTRIES LIMITEDPersonnel ManagementWe always emphasis that our organisation respondsto changing times and develops the continuing agilityrequired to remain successful. To achieve this, wework hard to ensure that our workforce is enabled,enriched and energized to meet the technological andother changes in the auto component sector.OutlookIndian automobile industry is highly driven byenhanced demand for new models and variants indomestic and international markets. Rise indisposable income, favourable demographics andsupportive business environment are certain factorsthat are attracting automobile giants from all over theworld to the Indian landscape. Even domesticmanufacturers are executing changes in theirproduction patterns to meet the internationalstandards and deliver the best quality in their offerings.Hybrid and electronic vehicles are new developmentson the automobile canvas and India is one of the keymarkets for them. Price sensitive Indian customersare showing positive bent of outlook towards greentechnologies and are migrating towards new vehicletechnologies. Thus, It is clear that inspite of someunfavorable factors, future of automotive industry isvery bright.Cautionary StatementThe above mentioned statements are only "forwardlooking statements" based on certain assumptions/expectations. The Company's actual performancecould differ materially from those expressed/projectedany where in this report depending upon changes invarious factors. The Company does not assume anyresponsibility to any change(s) in "forward lookingstatements", on the basis of subsequentdevelopment, information or events etc.

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KEW INDUSTRIES LIMITEDCORPORATE GOVERNANCE REPORT

The Company’s philosophy on Corporate Governance.The company continues to be driven by the intent of transparency , disclosures , controls and accountabilityas Corporate Governance practices to enhance Shareholders' Value.

Board of DirectorsThe Board provides strategic direction to the company. It is the apex body constituted for overseeing overallfunctioning of the company. The Board provides and evaluates the strategic direction of the company ,management policies and their effectiveness and ensures that the long term interests of the shareholders arebeing served.

The company's Board of Directors presently consists of five (5) directors, out of which one is ManagingDirector and four are Non Executive Independent Directors. The Composition of the Board is as follows:

Sh. Mukesh Juneja Managing DirectorSh. Amit Khanna DirectorGroup Cap M.K. Labroo DirectorSh. Sushil Kumar Sharma DirectorSh. Harbhajan Singh Director (w.e.f. 11.08.2012)Sh. Amarjeet Singh Gogna Director (upto 11.08.2012)

The Board of Directors meet as and when required to address the specific needs of the company. Themeetings of the Board of Directors are generally held at Jalandhar. Following information is regularly placedbefore the Board as per the requirement of Clause-49 of the listing agreement:" Quarterly results for the company." Minutes of meetings of audit committee and other committees of the board." The information on recruitment and remuneration of senior officers just below the board level, including

appointment or removal of Chief Financial Officer and the Company Secretary." Show cause, demand, prosecution notices and penalty notices, which are materially important." Any other information affecting the business of the company etc.

Further to expedite the resolution of routine matters and to assist the Board of Directors , the followingcommittees with specific terms of reference/scope have been constituted:1.Audit Committee2.Remuneration Committee3.Shareholders' Grievance Committee

The committees also conform to the requirements of the Companies Act, 1956, listing agreement. Committeemeetings are usually held before Board Meetings or whenever the need arises to discuss any matter.

During the year under review four meetings of the Board of Directors were held on 12.05.2011, 11.08.2011,12.11.2011 and 11.02.2012. Details of attendance of the directors at Board Meetings, last Annual GeneralMeeting and number of their directorships during the year ended 31st March, 2012 are as follows:

Name of Director Attendance Particulars of otherBoard Meetings Last AGM (Yes/No) directorships

Sh. Mukesh Juneja 4 Yes NILGroup Cap M.K. Labroo NIL No 1 (Private Company)Sh. Amarjeet Singh Gogna NIL No NILSh. Sushil Kumar Sharma 4 Yes NILSh. Amit Khanna 4 Yes NIL

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KEW INDUSTRIES LIMITEDAudit CommitteeThe Audit Committee consists exclusively of independent directors. Total strength of the Committee is 3members. Chairman of the Committee is Sh. Amit Khanna. The scope of the Committee includes roles andpowers enumerated in Clause 49(II) of the Listing Agreement. The Composition of the Committee during theyear ended 31st March, 2012 is as follows:Independent Non Executive Directors : Sh. Amit Khanna

Sh. Sushil Kumar SharmaSh. Amarjeet Singh Gogna

The main objective of the committee is to monitor and provide effective supervision of the management'sfinancial reporting process to ensure accurate and timely disclosures, with the highest level of transparency,integrity and quality of financial reporting. The committee overseas the work carried out in the financialreporting process by the management. Measures are taken by the committee to ensure the objectivity andindependence of the independent auditor.During the year under review , four Audit Committee meetings were held on 12.05.2011, 11.08.2011, 12.11.2011and 11.02.2012. The Details of attendance of members at Audit Committee meetings are as follow:

Member Sh. Amit Khanna Sh. Sushil Kumar Sharma Sh. Amarjeet Singh GognaAttendance 4 4 NIL

Remuneration CommitteeThe Remuneration Committee consists exclusively of independent directors. Total strength of the committeeis 3 members. Sh. Sushil Kumar Sharma is Chairman of the Committee. Composition of the Committeeduring the year ended 31st March, 2012 is as follow:

Independent Directors : Sh. Sushil Kumar SharmaSh. Amarjeet Singh GognaSh. Amit Khanna

The committee meets to make recommendation to the Board on remuneration of Executive Directors andother senior executives as designated by the Board. All the executive directors are appointed for a fixed term.Executive director is paid monthly remuneration as per terms of his appointment. No sitting fee has been paidto directors for attending Board Meetings.No Remuneration committee meeting was held during the year ended 31st March, 2012.Details of Remuneration paid to executive director:

Sh. Mukesh Juneja Rs. 843000/-Shareholders' Grievance CommitteeThe company has a Shareholders Grievance Committee to oversee Investors grievances and redressalmechanism and recommends measures to improve the level of Investors' services and to look into and decidematters pertaining to shares, transfers, duplicate share certificates , receipt /non receipt of Annual Reportsand related matters. The committee comprises 3 members all being independent directors. The compositionof the committee during the year ended 31st March, 2012 is as follows:

Non Executive Independent Directors : Sh. Sushil Kumar SharmaSh. Amit KhannaSh. Amarjeet Singh Gogna

No Shareholders' Grievance Committee meeting was held during the year ended 31st March, 2012.

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KEW INDUSTRIES LIMITEDCertificationsMembers of the Board and Senior Management Personnel have affirmed compliance with the code of conductfor business ethics and code of conduct for insider trading.Declaration by the Managing director under Clause 49(1D) of the Listing AgreementI hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance withthe Code of Conduct for the Directors and Senior Management, as approved by the Board for the FinancialYear Ended 31st March, 2012.

Dated : 11th August, 2012Place : Jalandhar (Mukesh Juneja)

(Managing Director)

Pursuant to Clause 49V of the Listing Agreement , Sh. Mukesh Juneja, Managing Director of the companyhas certified to the Board regarding Financial Statements for the year ended 31st March, 2012.

Managing Director's Certification under Clause 49(V) of the Listing AgreementTo,The Board of Directors,Kew Industries Limited,B-3, Focal Point, Jalandhar

I hereby confirm1. that I have reviewed the financial statements and the cash flow statements for the year and to

the best of my knowledge and belief:a) these statements do not contain any materially untrue statement and figures and do not

omit any material fact which may make the statements or figures contained thereinmisleading.

b) these statements together present a true and fair view of the company's affairs and are incompliance with existing accounting standards, laws and regulations.

2. that to the best of my knowledge and belief , no transactions entered into by the companyduring the year which are fraudulent, illegal or violative of the company's code of conduct.

3. there are proper and effective internal control systems pertaining to financial reporting.4. that all the significant changes in internal controls and accounting policies (if any) during the

year were disclosed to the auditors and the audit committee.

Dated : 11th August, 2012 (Mukesh Juneja)Place : Jalandhar (Managing Director)

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KEW INDUSTRIES LIMITEDAnnual General MeetingsThe last three Annual General Meetings of the company were held at the Registered office of the company atB-3, Focal Point, Jalandhar. Following are the details of date , time and special resolutions passed at theAGM's:Year 2009 2010 2011Date 26.09.2009 29.09.2010 24.09.2011Time 10.00 A.M. 10.00 A.M. 12.00 NoonSpecial Resolution 1. Raising of funds 1. Re-appointment of NIL

through Preferential Sh. Mukesh Juneja asAllotment. Managing Director of the

Company2. Placement of 2. Increasing AuthorisedSecurities to Capital of the Company.Qualified Institutional 3. Resolution under SectionBuyers/GDR/FCCB Route. 81 (1A) of the Companies

Act, 1956.Resolution proposed or NIL NIL NILpassed by Postal Ballot

Extra Ordinary General Meeting held during the financial year ended on 31st March, 2012.Date 20th June, 2011Day MondayTime 10.00 A.M.Special Resolutions passed 1. Preferential Issue of 30,00,000 equity

shares under Section 81(1A) of CompaniesAct, 1956.2. Preferential issue of 2,10,00,000 convertiblewarrants under Section 81 (1A) of the CompaniesAct, 1956.

Due to non receipt of funds from the proposed allottees, the company was not able to proceed with the issue.As such the special resolutions passed under Section 81(1A) of the Companies Act, 1956 were not adhered.The Bombay Stock Exchange was duly intimated regarding Withdrawal of Preferential Allotment of EquityShares/Warrants vide letter dated 19th August, 2011.

Disclosures

No related party transactions were entered into by the company during the year.

During the last three years , there have been no strictures or penalties imposed by either SEBI or StockExchange or any other statutory authority for non compliance on any matter related to the capital markets.

The company did not enter into such transactions with the promoters or management of the company whichmay have conflict of interest with the company.

The company is complying with mandatory requirements of Clause 49 of the Listing Agreement. Towards thenon mandatory requirements of Clause 49, the company has established a Remuneration Committee, detailsof which are set above.

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KEW INDUSTRIES LIMITEDMeans of Communication

Financial results and other statutory notices are published in newspapers.A separate section on Management Discussion and Analysis for the year ended 31st March, 2012 also formspart of this report.Share Transfer SystemAll work related to Share Registry is processed and returned to the shareholders within the stipulated time.M/s Karvy Computershare Private Limited is the Share Registrar and Transfer Agent of the company.General Shareholder informationDate , time and Venue of the Sixteenth Annual General MeetingSaturday, 15th September, 2012 at 10.00 A.M. at the Registered Office of the company at B-3, Focal Point,Jalandhar, Punjab.Financial Calendar (tentative and subject to change)Financial Year - 1st April, 2012 to 31st March, 2013a) Un-audited results for quarter ending June, 2012 : upto 14th August, 2012b) Un-audited results for quarter ending September, 2012 : Upto 14th November, 2012c) Un-audited results for quarter ending December, 2012 : Upto 14th February, 2013d) Un-audited results for Quarter ending 31st March, 2013: Upto 15th May, 2013.Book ClosureFriday, 14th September, 2012 to Saturday, 15th day of September, 2012 (both days inclusive).Listing on Stock ExchangesBombay Stock Exchange LimitedDematerialization of Shares

15011072 (99.85%) shares of the company were in dematerialized form as on 31st March, 2012.

Distribution Schedule as on 31st March, 2012

No of Share held No. of Share %age of Aggregate No. %age ofHolders Shareholders of shares held Share holding

1-5000 6165 70.26 1333979 8.875001-10000 1325 15.10 1120771 7.4610001-20000 623 7.10 952924 6.3420001-30000 192 2.19 500626 3.3330001-40000 77 0.88 282445 1.8840001-50000 88 1.01 425957 2.8350001-100000 159 1.81 1196053 7.96100001 & above 145 1.65 9220876 61.33 Total 8774 100.00 15033631 100

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KEW INDUSTRIES LIMITED8. The shareholding pattern as on 31st March 2012 is given hereunder:

Category As on 31st March 2012 As on 31st March 2011No. of Shares % No of Shares %

Public 96,79,124 64.38 89,62,912 59.75Promoters & Group of Companies 37,63,031 25.03 37,63,031 25.03Foreign Institutional Investors NIL NIL NIL NILBody Corporate 11,78,213 7.84 19,10,153 12.70Non Resident Indians 4,13,263 2.75 3,97,535 2.52Total 15033631 100 15033631 100

ISIN No. (Equity Shares): INE700H01012Stock Code : 532758

9. Market PriceData :Month High Price Low Price No. of SharesApril 2011 10.78 8.60 237641May 2011 12.35 7.90 644078June 2011 9.98 7.06 1159646July 2011 9.90 7.50 279476August 2011 7.68 4.91 413931September 2011 6.29 5.15 235282October 2011 6.10 4.35 116150November 2011 5.56 3.40 159245December 2011 4.98 3.32 74296January 2012 5.00 3.60 202023February 2012 6.00 4.20 227026March 2012 5.79 3.85 132826

Registrar and Transfer AgentM/s Karvy Computershare Pvt. Ltd.Karvy House, 46, Avenue-4, Street No. 1,Banjara Hills, Hyderabad - 500034Plant LocationUnit-1 : Ladowali Road, JalandharUnit-2 : B-3, Focal Point, JalandharAddress for CorrespondenceKEW Industries LimitedRegd. Office: B-3, Focal Point, Jalandhar City-144001Phone : 0181-2455171, 2456082, 2225715Fax : 0181-2225715E-mail : [email protected]

For and on behalf of the Board

Dated : 11th August, 2012 (Mukesh Juneja)Place : Jalandhar (Managing Director)

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KEW INDUSTRIES LIMITEDAuditor’s Certificate on Compliance of Provisions of Corporate Governance under Clause 49 of theListing Agreement

TOTHE MEMBERSKEW INDUSTRIES LIMITEDCERTIFICATE ON CORPORATE GOVERNANCE

We have examined the compliance of the requirements of Corporate Governance by Kew Industries Ltd. forthe year ended on 31st March 2012, as stipulated in clause 49 of the Listing Agreement of the said companywith Stock Exchanges.

The compliance of the requirements is the responsibility of the management. Our examination has beenlimited to the procedures and implementation thereof, adopted by the company, for ensuring such compliance.This examination is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify thatthe company has complied with the requirements of Corporate Governance as stipulated in the above mentionedListing Agreement.

The above compliance, however, is not an assurance of the efficiency or effectiveness with which the managementhas conducted the affairs of the company.

For Brij Aggarwal & Associates Chartered Accountants

Place: Jalandhar (BRIJ AGGARWAL)Dated: 11.08.2012 Partner, M.No. 16974

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1. We have audited the attached balance sheet of M/SKEW INDUSTRIES LIMITED as at 31-03-12 & theProfit and Loss A/c for the year ended on that dateannexed thereto. These financial statements arethe responsibility of the Company's management.Our responsibility is to express an opinion onthese financial statements based on our audit.

2. We conducted our audit in accordance withauditing standards generally accepted in India.Those standard require that we plan and performthe audit to obtain reasonable assurance aboutwhether the financial statements are free ofmaterial misstatement. An audit includesexamining on a test basis,evidence supporting theamounts and the disclosures in the financialstatements.An audit also includes assessing theaccounting principles used & the significantestimates made by management , as well asevaluating the overall financial statementspresentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditor's Report)Order, 2003 issued by the Central Government ofIndia in terms of sub section (AA) of section 227 ofthe Companies Act, 1956, We enclose in theannexure a statement on the matters specified inparagraph 4 and 5 of the said order.

4. Further to our comments in the annexure referredto above, we report that :I) We have obtained all the information &

explanation, which to the best of ourknowledge and belief were necessary forthe purpose of our audit subject to note (vii)below .

ii) In our opinion , proper books of account asrequired by law have been kept by thecompany so far as appears from ourexamination of those books subject to note(vii) below .

iii) The balance Sheet and Profit & Loss A/c andCash Flow statement dealt with by this reportare in agreement with the books of accountssubject to point (vii) below :

iv) In our opinion, the balance sheet and profitand loss a/c and Cash Flow Statement dealtwith by this report comply with theaccounting standards referred to in sub sec.(3C) of section 211 of the CompaniesAct,1956 to the extent applicable exceptaccounting standard 15 in regard to Gratuityand Leave encashment benefits to employee,which are accounted for on cash basis.

AUDITOR’S REPORT TO THE MEMBERS OF THE COMPANYv) On the basis of written representations

received from the directors and theinformation and explanations given to us,none of the directors is as on 31st March2012, prime facie disqualified from beingappointed as a director in terms of clause(g) of sub section (1) of section 274 of theCompanies Act, 1956.

vi) In our opinion and to the best of ourinformation and according to the explanationgiven to us, the said accounts read togetherwith & subject to notes attached therewith &subject to points in clause (iv) & (vii) givethe information required by the companiesAct,1956, in the manner so required give atrue and fair view in conformity with theaccounting principles generally accepted inIndia.a) In the case of the balance sheet of the

state of affairs of the Company as at 31stMarch, 2012.

b) In case of the profit & loss a/c, of theprofit for the year ended on that date.

c) In case of cash flow statement of the cashflow for the year ended on that date.

vii) a) The balances of different accounts of L &T Finance Ltd. are subject to Confirmationand reconciliation. No interest has beenprovided on all the loans of L & T FinanceLtd.

b) The balances of P.F.C. are subject toconfirmation and reconciliation. Intereston P.F.C. Loan has not been provided inthe books of accounts.

c) Provision for taxation is as per Company'scalculation.


Place : Jalandhar (BRIJ AGGARWAL)Dated: 11.08.2012 Partner

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KEW INDUSTRIES LIMITEDReferred to in para 3 of our report of even date.I. a) The company has generally maintained proper

records showing full particulars includingqantitative details and situation of fixed assets.

b) As explained to us, all the assets have beenphysically verified by the management at the yearend. According to the information and explanationgiven to us, no material discrepa ices were noticedon such verification as compared to book records.

c) The company has not disposed off substantialportion of its fixed assets during the year.

II. a) We have been told that the inventory has beenphysically verified during the year by theManagement at reasonable intervals. In ouropinion, the frequency of verification isreasonable.

b) In our opinion, the procedures of physicalverification of inventory followed by themanagement are reasonable and adequate inrelation to the size of the company and the natureof its business.

III. The Company has not granted/taken any loan to/fromthe companies, firms or other parties Covered in theregister under section 301 of the companiesact.1956.

IV In our opinion and according to the information andexplanations given to us , there is adequate internalcontrol procedure commensurate with the size of thecompany and the nature of its business with regardto purchase of inventory , fixed assets and withregard to the sale of goods. During the course of ouraudit, we have not observed any continuing failure tocorrect major weakness in internal control.

V. Register has been maintained U/s 301 of thecompanies Act, 1956.

VI. According to the information and explanations givento us, the company has not accepted any public depositsduring the year.

VII. In our opinion , the company has an internal auditsystem commensurate with its size and nature of itsbusiness.

VIII As explained to us, the Central Govt. has notprescribed maintenance of cost records U/s 209 (1)(d) of the Companies act, 1956 for any of the productsof the Company.

X. The company has earned profits during the financialyear as well as in the previous year.

XI) The Company has defaulted in repayment of dues toPunjab Financial Corporation. Complete details withrespect to which can't be provided as the necessaryrecords have not been made available to us.

XII) According to the information & explanations given tous. The company has not granted any loans and

advances on the basis of security by way of pledge ofshares, debentures and other securities.

XIII) In our opinion, the company is not a chit fund or a Nidhi/mutual benefit fund/society.

XIV) In our opinion, the company is not dealing or trading inshares, securities, debentures or other investments.

XV) According to the information and explanations given tous, the company has not given any guarantee forloans taken by others from Banks or financial institutions.

XVI) During this year, the Company has used short termfunds for long term investment.

XVII) According to the information and explanations givento us, the company has not made any preferentialallotment of shares to parties and companies coveredin the register maintained u./s 301 of the Act, but nosuch register has been maintained.

XVIII) According to the information and explanations given tous, the company has not issued any debentures.

XIX) During the year, the company has not allotted anyshares to public.

XX. According to the information & explanations given tous, no fraud on or by the company has been noticedduring the year.


Place : Jalandhar (BRIJ AGGARWAL)Dated: 11.08.2012 Partner

15


Balance sheet as at March 31, 2012PARTICULARS NOTE AS AT AS AT

NO. March 31, 2012 March 31,2011 Rs. Rs.

A. EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital 1 150336310.00 150336310.00(b) Reserves and surplus 2 463861965.00 461695278.00

2 Share application money 3 2200000.00 2500000.00pending allotment

3 Non-current liabilities(a) Long-term borrowings 4 130690747.00 180159073.00(b) Other long-term liabilities 5 0.00 2115338.00(c) Long-term provisions 6 0.00 0.00

4 Current liabilities(a) Short-term borrowings 7 171064037.00 161860242.00(b) Trade payables 8 78756643.00 70215144.00(c) Other current liabilities 9 6014091.00 5181994.00(d) Short-term provisions 10 0.00 0.00

TOTAL 1002923793.00 1034063379.00B ASSETS

1 Non-current assets(a) Fixed assets

(i) Tangible assets 11 252918837.00 266935970.00(ii) Capital Work in Progress 0.00 3440989.00

(b) Non-current investments 12 0.00 0.00(c) Long-term loans and advances 13 0.00 0.00(d) Other non-current assets 14 0.00 0.00

2 Current assets(a) Current investments 15 280500.00 280500.00(b) Inventories 16 356448533.00 338702348.00(c) Trade receivables 17 260784770.00 300853331.00(d) Cash and cash equivalents 18 7321536.00 15164577.00(e) Short-term loans and

advances 19 125169617.00 104728069.00(f) Other current assets 20 0.00 3957595.00

TOTAL 1002923793.00 1034063379.00

See accompanying notes forming part of the financial statements

As per our report of even date attachedFor Brij Aggarwal & Associates On behalf of On behalf of the Board of DirectorsChartered Accountants

Brij Aggarwal Taranjeet Kaur Mukesh Juneja Amit KhannaPartner Company Secretary Managing Director Director

Place : JalandharDate : 11.08.2012

16


Statement of Profit and Loss for the year ended March 31, 2012PARTICULARS NOTE AS AT AS AT

NO. March 31, 2012 March 31,2011 Rs. Rs.

I Revenue from operations 21 507565938.00 1063446333.00II Other income 22 678822.00 448731.00

Total revenue 508244760.00 1063895064.00

III Expenses(a) Cost of materials consumed 23 382972118.00 926660694.00(b) Purchases of stock-in-trade 0.00 0.00(c) Changes in inventories of finished goods, 24 -60095350.00 -120490085.00

work-in-progress and stock-in-trade(d) Employee benefits expense 25 25590613.00 45440009.00(e) Finance costs 26 42324879.00 40855814.00(f) Depreciation and amortisation expense 27 34653010.00 32440554.00(g) Other expenses 28 79143426.00 127632156.00

Total expenses 504588696.00 1052539142.00

IV Profit / (Loss) before tax 3656064.00 11355922.00

V Tax expense:(a) Current tax expense for current year 1123720.00 3618700.00(b) (Less): MAT credit (where applicable) 0.00 0.00(c) Current tax expense relating to prior years 0.00 380210.00(d) Interest Paid on Income Tax 365657.00 0.00(e) Deferred tax 0.00 0.00

VI Profit / (Loss) of the year 2166687.00 7357012.00

VII Earning per Equity Share 29 0.14 0.49

As per our report of even date attachedFor Brij Aggarwal & Associates On behalf of On behalf of the Board of DirectorsChartered Accountants

Brij Aggarwal Taranjeet Kaur Mukesh Juneja Amit KhannaPartner Company Secretary Managing Director Director


17


NOTES PARTICULARS AS AT AS ATNO. March 31, 2012 March 31, 2011

SCHEDULES1. SHARE CAPITAL Amount Amount

AUTHORISED30000000 EQUITY SHARES OF Rs 10 EACH 300000000.00 300000000.00

SUBSCRIBED & PAID UP15033631 Equity Shares Rs 10 each 150336310.00 150336310.00(Pr Year 15033631 Eq Share)

1.1 Details of shares held by each shareholder holdingmore than 5% shares:

Name of the Shareholder %age %age

Mukesh Juneja 17.13 17.13

2 Reserves And SurplusShare Premium A/c 207500000.00 207500000Warrant Money forfited 46500000.00 46500000Director Of Industries (subsidy) 3000000.00 3000000Surplus As per last Balance Sheet 204695278.00 197338266.00Add: Transferred from Profit & Loss A/c 2166687.00 7357012.00

206861965.00 204695278.00Total 463861965.00 461695278.00

3 Share Application Money Pending Allotment 2200000.00 2500000.00

4 Long Term BorrowingsA) Secured

IFCI Factoring (secured by way of residual chargedon fixed assets & pledge of promoters holding) 83077570.00 130288217.00Punjab Financial Corporation A/C I , II & III (securedby mortgage of properties , personal guarrantee ofdirectors & hypothication of plant & machinery) 20184488.00 20184488.00Allahabad Bank T/L (secured by hypothication ofvehicles & machinery) 10550334.00 12808013.00

B) UnsecuredL & T Finance Ltd (T/L) 16878355.00 16878355.00

130690747.00 180159073.00

Notes for the year ended 31 March, 2012

18

KEW INDUSTRIES LIMITED5 Other Long Term Liabilities

Trade Payable 0.00 0.00Deferred Payment Liability (cst unit II) 0.00 2115338.00

0.00 2115338.00

6 Long Term Provisions Amount AmountProvision for employee benefits 0.00 0.00Others 0.00 0.00

0.00 0.007 Short Term Borrowings

A) SecuredState Bank Of India c/c(secured against stock) 57258416.00 55706969.00State Bank Of India (secured by book debts) 55826639.00 55724043.00Allahabad Bank c/c (secured against stock) 57978982.00 50429230.00

B) UnsecuredLoans and advances from related parties 0.00 0.00

171064037.00 161860242.008 Trade Payables

Sundry Creditors against goods 49690173.00 50165353.00Sundry Creditors against expenses 6576676.00 8061622.00Sundry Creditors against capital goods 540275.00 1003902.00TDS Payable 712623.00 582703.00PF Payable 615024.00 57248.00ESI Payable 178883.00 112061.00Service Tax Payable 1360.00 24106.00excise Duty Payable 2942570.00 2480013.00VAT Pyable 1090646.00 1490646.00Labour Welfare Fund 3192.00 1539.00Fringe Benefit Payable 0.00 147831.00CST Payable 16405221.00 6088120.00

Total 78756643.00 70215144.00

9 Other Current LiabilitiesMisc Liability 1028225.00 1038175.00Advance from customers 1050417.00 919923.00TDS 66873.00 43234.00IFCI Margin Money 818576.00 0.00Advances Agt sale of plot 2900000.00 0.00Interest Payable To PFC 0.00 3048239.00India Star (Mauritius) India 0.00 132423.00Sushil modi 150000.00 0.00

6014091.00 5181994.00

19

KEW INDUSTRIES LIMITED10 Short Term Provisions

Provision for employee benefits 0.00 0.00Others 0.00 0.00

0.00 0.00

12 Non-Current InvestmentsInvestment in Property 0.00 0.00Investment in Equity Shares 0.00 0.00

0.00 0.00

13 Long-term Loans and AdvancesSecurity Deposits 0.00 0.00Capital Advances 0.00 0.00Others 0.00 0.00

0.00 0.00

14 Other Non-current AssetsLong Term Trade Receivables 0.00 0.00Others 0.00

0.00 0.0015 Current Investments

C.U. Co-op.Bank LTD.(11220 EQUITY Shares ofRs. 10each) (Previous Year 11220 Equity Shares ofRs. 25 each) 280500.00 280500.00

280500.00 280500.00

16 InventoryStores & Spares(at cost or realisable valuewhichever is less) 1141636.00 1277701.00Raw Material (At cost) 29526550.00 71739650.00Work in progress (At estimated cost) 204587723.00 180680529.00Finished Goods (at estimated cost or realisablevalue whichever is less) 121192624.00 85004468.00

Total 356448533.00 338702348.00

17 Trade ReceivablesLess than six months 88684292.00 299619566.00Over six months old 172100478.00 1233765.00

260784770.00 300853331.00

20

KEW INDUSTRIES LIMITED18 Cash & Cash Equivalents

Bank Of India C/A 11851.00 5879.00HDFC Bank Ltd C/A Jal) 3738.00 39817.00PNB C/A 10190 7093.00 7443.00IDBI Bank C/A 00213 25000.00 25000.00HDFC Bank Ltd C/A (Delhi) 31159.00 31159.00C U Co-op Bank Ltd C/a 1847 24.00 23457.00ING Vysya Bank C/A 5838.00 3007.00C U Co-op Bank Ltd C/a 2014 3611.00 0.00Axis Bank C/A 0.00 75696.00PNB C/A 00016 53610.00 51277.00Cheques In hand 0.00 353203.00Intt Accured On FDR 631709.00 454610.00SBI FDRs 3841864.00 3865581.00Allahabad Bank FDR 1500000.00 1500000.00Cash 1206039.00 8728448.00

7321536.00 15164577.00

19 Short-Term Loans & AdvancesAdvances recovarable in cash 111828897.00 91343781.00Excise Duty in Advance 397001.00 494222.00Security Refundable 24566946.00 29643533.00Advance Tax -11677318.00 -16811025.00TDS 54091.00 57558.00

125169617.00 104728069.00

20 Other Current AssetsPublic Issue Expenses 0.00 3957595.00

0.00 3957595.00

21 Revenue From OperationsSale of Goods 507232183.00 1063446333.00Job Work / Other Income 333755.00 0.00

507565938.00 1063446333.00

22 Other IncomeInterest 480539.00 402283.00Difference In Exchange 1335.00 0.00Profit On Sale Of Machinery 36475.00 18398.00Misc Receipt 160473.00 28050.00

678822.00 448731.00

21

KEW INDUSTRIES LIMITED23 Cost of Material Consumed

Opening Stock 71739650.00 45123652.00Add: Purchases 340759018.00 953276692.00

412498668.00 998400344.00Less: Closing Stock 29526550.00 71739650.00

382972118.00 926660694.00

24 Changes in InventoryOpening Stock:

Finished Goods 85004468.00 51946438.00Work in Progress 180680529.00 93248474.00

265684997.00 145194912.00Closing Stock:

Finished Goods 121192624.00 85004468.00Work in Progress 204587723.00 180680529.00

-60095350.00 -120490085.00

25 Employee Benefit ExpensesSalaries 7343800.00 7153389.00Wages 16208833.00 12088560.00Bonus 309955.00 274147.00HRA 406000.00 434700.00CA 201600.00 71200.00E.S.I 174120.00 141285.00E.P.F 396417.00 359441.00Staff Welfare 549888.00 1200890.00Labour Charges 0.00 23716397.00

25590613.00 45440009.00

26 Finance CostBank Interest 29955758.00 27279037.00Financial Institution & Others 12369121.00 13576777.00

42324879.00 40855814.0027 Schedule of Depreciation and amortisation expense

GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS As At Additions Deletion As At As At During Adjust- As At As At As At1.4.2011 during during 31.3.2012 1.4.2011 the Year ment/ 31.3.2012 31.3.2012 31.3.2011

the year the yearR s . R s . R s . R s . R s . R s . R s . R s . R s . R s .

Land 155000 - - 155000 -- -- -- -- 155000 155000Land Unit-II 212060 - - 212060 -- -- -- -- 212060 212060Building 23473923 36700 - 23510623 8473963 785255 -- 9259218 14251405 14999960Plant & Machinery 434499587 22469995 2298525 454671057 184910972 33457184 -- 218368156 236302901 249588615Furniture 623928 0 - 623928 344483 39495 -- 383978 239950 279445Office Equipments 1606888 167187 - 1774075 636004 81685 -- 717689 1056386 970884Vehicles 4020741 0 0 4020741 4020741 0 0 4020741 0 0Computer 1561056 260520 - 1821576 831050 289391 -- 1120441 701135 730006

466153183 22934402 2298525 486789060 199217213 34653010 0 233870223 252918837 266935970Previous Year 437008762 29444421 300000 466153183 166776659 32440554 0 199217213 266935970 260341261

22

KEW INDUSTRIES LIMITED28 Other Expenses

FEES & TAXES 440600.00 1553713.00INSURANCE CHARGES 234001.00 161707.00PRINTING & STATIONARY 179021.00 271225.00POSTAGE EXPENSES 130030.00 251910.00TELEPHONE EXPENSES 603689.00 909717.00ELECTRICITY EXPENSES 4060689.00 6405909.00AUDIT FEE 80000.00 0.00DIFFERENCE IN EXCHANGE 0.00 41608.00PROFESSIONAL CHARGES 227617.00 399511.00RENT 448767.00 407967.00REPAIR & MAINTENANCE 810536.00 1897137.00MACHINERY REPAIR 2269686.00 4522357.00PACKING 2325186.00 5014816.00EXCISE DUTY 37063080.00 61550053.00VEHICLE EXPENSES 697543.00 691579.00BANK CHARGES 3003037.00 2696037.00NON REFUNDABLE VAT A/C 23448.00 52861.00TRAVELLING EXP 1079688.00 1247097.00DONATION 59700.00 36973.00FREIGHT 5570707.00 8971561.00BUSINESS PROMOTION 963606.00 1031273.00REBATE & DISCOUNT 4219646.00 5071464.00COMMISSION 0.00 780034.00ADVERTISEMENT EXPENSES 74400.00 99260.00NEWSPAPER 716.00 777.00WORKSHOP EXPENSES 8053399.00 16231347.00DISCOUNTING CHARGES 0.00 416801.00LEASE RENT 0.00 240000.00FUEL 2348814.00 2532694.00OFFICE EXPENSES 118776.00 129745.00PUBLIC ISSUE EXPENSES W/OFF 3957595.00 3920629.00ADDITIOANL DEMAND OF TAXES 57050.00 32789.00MISC 42399.00 61605.00

79143426.00 127632156.0029 Earning Per Share

Total Earnings 2166687.00 7357012.00No.of shares 15033631 15033631Result 0.14 0.49

30 Earning in Foreign Exchange 0.00 0.00

31 Contingent Liabilities & Commitments 0.00 0.00

23


NOTES TO THE ACCOUNT1. Significant Accounting Policiesa) Basis of Accounting

The company prepares its financial statements under the historical cost convention in accordance withgenerally accepted accounting principles and in accordance with the provisions of Companies Act, 1956.

b) Fixed AssetsThe fixed assets are stated at historical cost inclusive of installation expenses & interest upto the date ofcommissioning of the assets.

c) DepreciationDepreciation has been provided on fixed assets under straight-line method at the rate Specified in scheduleXIV of the Companies act, 1956.

d) InvestmentsInvestments are valued at cost.

e) Inventoriesi) Raw material is valued at costii) Work in process has been valued at cost plus expenses as per stage of

completion.iii) Finished goods have been valued at estimated cost or net realizable value

which ever is lower.iv) Stores and spares have been valued at cost or realizable value which ever is lower

f) SalesSales include excise duty.g) Revenue Recognition

All expenses and revenue are accounted for on accrual basis.h) Gratuity and leave encashment

Gratuity and leave encashment is accounted for on cash basis.1. Research & Development

Revenue expenditure on research and development on going research project is charged in the year inwhich it is incurred. Expenditure which results in developing the new product or process where themanagement is of the opinion that products will be/are commercially viable are deferred and charged tothe future accounting periods over a period of five years commencing from the following year to the intialyear in which these are incurred.

2. The contingent liabilities not provided in the books of accountsCurrent Year Previous YearRs. Rs.

Bank guarantee 338.80 Lacs 338.15 Lac3. Payment to Directors

Managerial Remuneration 8.43 Lacs 7.83 LacsLease Rent NIL 2.40 Lacs

4. Auditors RemunerationAudit Fee (including Service Tax) 0.80 Lacs 0.25 LacsTaxation matters - NILOther Services - -Expenses - -

24

KEW INDUSTRIES LIMITED5. CIF value of Imports of capital goods NIL NIL6. Expenditure in foreign currency on a/c of

Traveling exps. NIL NILBusiness promotion NIL NIL

7. Earning in foreign currency FOB value of exports NIL NIL8. Capital work in progress inclusive of capital 25 Lacs 34.41 Lacs

Advances.9. Unpaid lease rent installment NIL NIL10. Detail of balances with non scheduled banks in

Current accounts Rs. Rs.Citizen Urban Co.Op. Bank - 1847 23.75 23457.37Citizen Urban Co.Op. Bank - 2014 3611 NIL

11. RELATED PARTIES DISCLOSURES:-Name of person Relationship Transaction Closing Balanceor Company Amount NatureSh. Mukesh Juneja Key Management 843500 Salary to NIL

Personal DirectorKrishna Wanti mother of Relative of Key 4414766 Purchases NILMukesh Juneja Prop. Management personalM/S KEW Engg. WorksKrishna Wanti mother of Relative of Key 2434547 Sale NILMukesh Juneja Prop. Management personalM/S KEW Engg. WorksMonika Juneja W/O Mukesh Relative of Key 28686771 Purchases 112005 CreditJuneja Prop. M/S Mukesh Management personalIndustriesMonika Juneja W/O Relative of Key 22811252 Sale 112005 CreditMukesh Juneja Prop. Management personalM/S Mukesh Industries

12. Information pursuant to part II of schedule VI to the Companies Act, 1956. As per Annexure.13. Previous years figures have been re-grouped/rearranged wherever considered necessary.14. Parties balances are subject to confirmation and reconciliation, if any15. Earning per share (E.P.S.)

Year ended on31-03-2012 31-03-2011

Profit after tax 2166687 7357012No. of shares 15033631 15033631Earning per share 0.14 0.49

16. Segment InformationThe company is engaged only in the business of engineering components and there are noseparate reportable segments as per AS -17 on segment reporting .

25


PARTICULARS 2011-2012 2010-2011 (QTY.) (QTY.)

SHELL BODY ( IN PCS ) 74369 130224AUTO COMPONENTS " 161123 183617OTHER STEEL ITEMS ( IN M.T.) 2289.480 10747.00

STOCK IN FINISHED GOODS 2011-2012 2010-2011OPENING CLOSING OPENING CLOSING

SHELL BODY ( IN PCS ) 4529 4405 3027 4529AUTO COMPONENTS ( IN PCS ) 384 252 384 384OTHER STEEL ITEMS ( IN M.T.) 2898.195 2933.574 1467.971 2898.195PRODUCTION / PURCAHSE

2011-2012 2010-2011SHELL BODY ( IN PCS ) 74245 131726AUTO COMPONENTS ( IN PCS ) 160991 183617OTHER STEEL ITEMS ( IN M.T.) 2324.859 12177.224

RAW MATERIAL CONSUMED2011-2012 2010-2011

CASTING (IN M.T.) 763.488 1247.790STEEL FORGING UNMACHINED " 1191.740 2187.287AUTO COMPONENTS (IN PCS) 31945 36199STEEL TUBE (IN MTRS) 0.00 8530.00ROUND (IN M.T.) 0.000 1279.290PIG IRON (IN M.T.) 0.000 695.710COPPER (IN M.T.) 17.277 35.707

SIGNATURE OF SCHEDULE 1 TO 17 FOR AND ON BEHALF OF BOARD OFFOR BRIJ AGGARWAL & ASSOCIATES DIRECTORS

Mukesh JunejaManaging Director

Brij Aggarwal Amit Khanna Taranjeet KaurPartner Director Company Secretary


SALES

26


A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit (Loss) before tax and extra ordinary items 36.56 113.56ADJUSTMENTS FOR :Difference in Exchange 0 0.42Depreciation 346.53 324.41Interest Received (4.80) (4.02)Profit on sale of Fixed Assets (0.36) (0.18)Interest 453.28 435.52Product Development Expenses written off 39.57 39.21Dividend Received (0.28) 833.94 (0.28) 795.08

870.50 908.64Operating Profit(Loss) before working capital changesADJUSTMENT FOR:Trade & Other Receivables 247.61 522.70Inventories (177.46) 1471.62)Trade payable 93.73 162.64

163.88 (786.28)Cash generating from operations 1034.38 122.36Interest Paid (453.28) (435.52)Tax Paid (66.23) (40.70)Deffered tax Liabiltiy (21.15) (20.00)

(540.66) (496.22)Cash flow before extra ordinary items 493.72 (373.86)Extra ordinary items - -Difference in exchange 0.00 (0.42)Net cash from operating activities (A) 493.72 (374.28)

B CASH FLOW FROM INVESTING ACTIVITIESInterest Received 4.80 4.02Purchase of Fixed Assets (194.93) (325.80)Sale of Fixed Assets 23.35 3.18Dividend Received 0.28 0.28Net cash used in investing activities (B) (166.50) (318.32)

C CASH FLOW FROM FINANCING ACTIVITIESRepayment / Proceeds against Borrowings (402.65) 746.65Share Application Money (3.00) (405.65) (5.00) 741.65Net Cash from financing activities (C) - -

Net Increase/ (Decrease) in cash & cash equivalents (A+B+C) (78.43) 49.05Cash & Cash equivalents (Opening Balance) 151.65 102.60Cash & Cash equivalents (Closing Balance) 73.21 151.65

Note :- Figures in bracket represent outflows.FOR AND ON BEHALF OF BOARD OF DIRECTORS

Brij Aggarwal Tarnjeet Kaur Amit Khanna Mukesh JunejaPartner (Company Secretary) (Director) (Managing Director)Place : JalandharDate : 11.08.2012

AUDITOR’S CERTIFICATETo

Board of Directors.Kew Industries LimitedJalandhar - 144 001We have examined the attached cash flow statement of the Kew Industries Ltd. for the year ended 31st March, 2012 . The statement

has been prepared by the company in accordance with the requirment of clause 32 of listing agreements with the stock exchanges andis based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the company covered by our audit report of11 August 2012 to the members of the company

PARTICULARS AS AT AS AT31.03.2012 31.03.2011

(Rs. in lacs) (Rs. in lacs)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012

For Brij Aggarwal & AssociatesChartered Accountants

Place : Jalandhar Brij AggarwalDate : 11.08.2012 Partner

27

KEW INDUSTRIES LIMITEDBalance Sheet Abstract & Company’s Business Profile

Additional disclosure under Schedule VI Part IV of the companies ACT 1956I. Registration Details

Registration No 18821 State Code 16Balance Sheet 31/03/2012

II. Capital Raised during the year(Amount in Rs.Thousand )

31/03/2012 31/03/2012Public Issue Nil Right Issue NilBonus Issue Nil Private Placement Nil

III. Position of Mobilisation and Deployment of Funds(Amount in Rs. Thousand )Total Liabilities 918153 Total Assets 918153Source of FundsPaid –up Capital 150336 Reserve & Surplus 206862Secured Loans 284877 Unsecured Loans 16878

Deferred Payment 0LiabilityShare Application money 2200Share Premium 207500Warrents money forfited 46500Director of Industry (subsiday) 3000

Application of FundsNet Fixed Assets 252919 Investments 280

Misc.Exp. 0Net Current Assets 664954

IV. Performance of Company(Amount in Rs. Thousand)Turnover & Other Income 508245 Total Expenditure 504589Profit/Loss Before Tax 3656 Profit & Loss After Tax 2532Earning per share in Rs. 0.14 Dividend NIL

V. Generic Names of Three Principal/Services of Company(As per monetary terms )PRODUCT DESCRIPTION ITEM CODE NO.

1. Automobile Components ITC Code2. Railways Components ITC Code


ATTENDANCE SLIP

16th Annual General Meeting : Saturday, the 15th day of September, 2012Full Name of Member : .............................................................................................................................Proxy, if anyFolio No. : .............................................................................................................................DP ID No. : .............................................................................................................................Client ID No. : .............................................................................................................................No. of shares held : .................................... Equity Shares ...........................................................I/We hereby record my/our presence at the 16th Annual General Meeting of the Company on Saturday, the 15thday of September, 2012 at 10.00 A.M. at the Registered Office: B-3, Focal Point, Jalandhar

..................................................Member/Proxy’s Signature

Member/Proxy attenting the meeting should bring the Attendance Slip and submit it at the entrance hall duly filledup and signed.

—————————————————— TEAR HERE —————————————————


PROXY FORM

FOLIO NO. : .............................................................................................................................DP ID NO. : .............................................................................................................................Client ID No. : .............................................................................................................................No. of Shares Held : ........................ Equity Shares ...........................................................................

I/We ................................................................................................................................................................. of hereby appoint....................................................................................................................... of as my/our proxy to vote for me/us and on my/our behalf at the 16th Annual General Meeting to be held on Saturday, the 15th day of September, 2012 at 10.00A.M. or any adjournment thereof.

Affix OneSigned this .......................... day of ........... 2012 Rupee

Revenue StampFOLIO NO. ..........................................................

NO. OF SHARES HELD ........................................ SIGNATURE ........................

NOTES :

1. The Member (s) should sign across the revenue Stamp as per specimen Signatures.2. The proxy, in order to be valid, should be duly completed, stamped and signed and must be deposited at

the Registered office of the Company not less than 48 hours before the time fixed for the Meeting.

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