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POONAWALLA INVESTMENTS & INDUSTRIES PVT. LTD.

Reg. Off: - S. No. 268, Off Soli Poonawalla Road, Hadapsar, Pune - 411028
CIN - U65993MH1974PTC017311

NOTICE

NOTICE is hereby given that the FORTIETH Annual General Meeting of the
Members of the POONAWALLA INVESTMENTS & INDUSTRIES PVT. LTD. will be held on
Saturday 27th September, 2014 at 3:30 p.m. at the Registered Office of the company at S.
No. 268, Off Soli Poonawalla Road, Hadapsar, Pune – 411 028 to transact the following
business:

AS AN ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2014 and
the Statement of Profit and Loss for the year ended on that date and the reports of
the Directors and Auditors thereon.

2. To appoint a director in place of Mr. A C Poonawalla, who retires by rotation and


being eligible offers himself for re-appointment.

3. To Appoint the Auditors and to fix their remuneration.

By Order of the Board of Directors

For POONAWALLA INVESTMENTS &


INDUSTRIES PRIVATE LIMITED

Sd/-

ADAR C. POONAWALLA
DIRECTOR
DIN : 00044815
ADDRESS : 11, POONAWALLA
PARK, PUNE - 411037

PLACE: Pune
DATE : 14/08/2014

NOTE:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO


APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY
NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE
PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE
COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT
OF THE MEETING.
POONAWALLA INVESTMENTS & INDUSTRIES PVT. LTD.
Reg. Off: - S. No. 268, Off Soli Poonawalla Road, Hadapsar, Pune -411028
CIN - U65993MH1974PTC017311

DIRECTORS' REPORT

Your Directors present the FORTIETH Annual Report together with the audited accounts of
your Company for the year ended 31st March 2014.

HIGHLIGHTS OF THE YEAR

During the year under review, the Company has posted a Profit after tax of Rs. 50,29,103/-.
The Directors have decided to plough back the profits into the company and hence no
dividend is recommended.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public for the year ended 31st March,
2014.

DIRECTOR

Mr. A C Poonawalla, Director of the Company retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the
representations received from the Operating Management and after due enquiry, confirm:

i) that in the preparation of the Annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently
and 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 March, 2014 and of the profit
of the Company for the year ended on that date;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.
CONSERVATION OF ENERGY

The company has been implementing various measures for energy conservation. Effective
maintenance of the plant and machinery and proper scheduling of the jobs help in
conservation of electrical energy, which is the main source of energy being used.

EMPLOYEES

During the year under review, there were no employees fulfilling the criteria of requirements
of Section 217(2A) of the Companies Act, 1956.

SUBSIDIARY COMPANIES

A statement as required under section 212 is annexed hereto and forms part of the Directors
Report.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Information is contained in item No. 2 of Notes on Accounts.

AUDITORS

M/s Patki & Soman, Chartered Accountants, Pune, retire as Auditors of the Company at the
conclusion of the ensuing Annual General Meeting and have given their consent for
reappointment as per the provisions of the Companies Act, as applicable.

ACKNOWLEDGMENT

We give our sincere thanks to our customers, bankers, suppliers, employees, and
shareholders for their invaluable support extended to us.

For and on behalf of the Board of Directors

For POONAWALLA INVESTMENTS &


INDUSTRIES PRIVATE LIMITED

Sd/-

PLACE: PUNE DR C S POONAWALLA


DATE : 14.08.2014 CHAIRMAN
PATKI & SOMAN
Chartered Accountants
101/102,Parmesh Plaza, 1213, Sadashiv Peth, Near Hatti Ganpati, Pune -411030

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF
POONAWALLA INVESTMENTS & INDUSTRIES PVT. LTD.

We have audited the accompanying Financial Statements of POONAWALLA


INVESTMENTS & INDUSTRIES PRIVATE LIMITED (‘the Company’) which comprise the
Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of significant accounting policies and
other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these Financial Statements that give a true
and fair view of the Financial Position, Financial Performance and Cash Flow of the
Company in accordance with Accounting Standards referred to in sub-section (3C) of section
211 of the Companies Act, 1956. This responsibility includes the design, implementation and
maintenance of internal control relevant to preparation and presentation of the Financial
Statements that give a true and fair view and are free from material misstatements, whether
due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Standards on Auditing issued by Institute of
Chartered Accountants of India. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in financial statements. The procedures selected depend on auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the company’s preparation and presentation of the financial
statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of
the accounting policies used and the reasonableness of accounting estimates made by
Management, as well as evaluating the overall presentation of the financial statements.

We believe that audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to
us, the financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally
accepted in India.

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st
March, 2014;
ii. in the case of the Statement of Profit and Loss, of the profit of the Company for the
year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the
year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”), as


amended, issued by the Central Government of India in terms of sub-section (4A) of
section 227 of the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of the books;

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement
dealt with by this report are in agreement with the books of account;

d. In our opinion and according to the information and explanations given to us, the
Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt
with by this report comply with the Accounting Standards referred to in Sub-Section
(3C) of Section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the Directors, as on 31st March,
2014 and taken on record by the Board of Directors, none of the Directors of the
Company is disqualified as on 31st March, 2014, from being appointed as Director, in
term of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For PATKI & SOMAN


Chartered Accountants,
F.R.No.107830W

Sd/-

(S.M.Patki)
Pune PARTNER
Date:- 27.06.2014 Mem. No.037315
PATKI & SOMAN
Chartered Accountants
101/102,Parmesh Plaza, 1213, Sadashiv Peth, Near Hatti Ganpati, Pune -411030

ANNEXURE TO THE AUDITORS' REPORT


TO THE MEMBERS OF
POONAWALLA INVESTMENTS & INDUSTRIES
PRIVATE LIMITED.

(Referred to in Paragraph 1 of our Report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the
management at reasonable intervals, which in our opinion is reasonable, having
regard to the size of the Company and nature of its assets. No material
discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of fixed assets
during the year and the going concern status of the Company has not been
affected.

(ii) (a) As explained to us inventories have been physically verified by the management at
regular intervals.

(b) In our opinion and according to the information and explanation given to us the
procedures of physical verification of inventory followed by the management are
reasonable and adequate in relation to the size of the Company and nature of its
business.

(c) The Company has maintained proper records of inventory and no material
discrepancies were noticed on physical verification.

(iii) The Company has not given nor taken any loans, secured or unsecured to / from
companies, firms or other parties covered in the register maintained u/s 301 of the
Act. Hence, clause (iii) is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there
are adequate internal control procedures commensurate with the size of the
company and the nature of its business, for the purchase of inventory and fixed
assets and for the sale of goods. During the course of our audit, we have not
observed any major weaknesses in internal controls.
(v) (a) In our opinion and according to the information and explanations given to us, the
Company has entered particulars of contracts / arrangements, referred to in
Section 301 of the Act, in the Register maintained under Section 301 of the Act.

(b) In our opinion and according to the information and explanations given to us, the
transactions made in pursuance of such contracts/ arrangements have been
made at prices which are reasonable having regards to the prevailing market
prices, wherever applicable / available, at the relevant time.

(vi) During the year, the Company has not accepted/does not hold any public deposit.
Hence this Clause is not applicable.

(vii) In our opinion, the Company has an Internal Audit system commensurate with its
size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records by
the Company under Section 209 (1) (d) of the Companies Act, 1956,

(ix) (a) According to the records of the Company, undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees State
Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess
and other statutory dues have been regularly deposited with the appropriate
authorities and no undisputed amounts payable in respect of the aforesaid dues
were outstanding as at the last day of the financial year for a period of more
than six months from the date they became payable.

(b) As per the information and explanations given to us, the Company has deposited
all dues (including disputed dues) of sales tax / custom tax / wealth tax / service
tax / excise duty / cess except the following demands for the respective
assessment years raised by Income Tax Authorities which is under dispute. The
Company has preferred an application for rectification before Assessing officer as
well as appeal before CIT (Appeals) with respect to the following demands.

Assessment Year Amount of Demand

2006 – 07 Rs. 15,95,042/-


2007 – 08 Rs. 4,41,392/-
2010 – 11 Rs.12,86,506/-
2011 – 12 Rs.34,49,478/-
2012 – 13 Rs.2,28,085/-

(x) The Company being a profit-making organisation, this clause is not applicable.

(xi) As per the information and explanations given to us and as per the audited
records of the Company, the Company has not taken any loan from any financial
institution or bank and there are no debentures, hence this clause is not
applicable.

(xii) The Company has not granted loans and / or advances on the basis of security by
way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual
benefit fund / societies are not applicable to the Company.
(xiv) The Company has maintained proper records of all the transactions and contracts
related to shares, securities, debentures and other investments dealt by the
Company and timely entries have been made therein. All the securities are held
by the Company in its own name.

(xv) The Company has not given any guarantee for loans taken by others from bank or
financial institutions; hence, this clause is not applicable.

(xvi) The Company has not taken any term loans; hence, this clause is not applicable.

(xvii) In our opinion and according to the information and explanations given to us,
funds raised have been appropriately used.

(xviii) During the year, the Company has not made preferential allotment of shares to
parties and companies covered in the Register maintained u/s 301. Hence this
Clause is not applicable.

(xix) The Company has not issued any Debentures; hence, this clause is not
applicable.

(xx) The Company has not raised money by public issue, hence, this clause is not
applicable.

(xxi) In our opinion and according to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the course of our
audit, that causes the financial statements to be materially misstated.

For PATKI & SOMAN


Chartered Accountants
F.R.No-107830W

Sd/-

Place: Pune S M PATKI


Date : 27.06.2014 Partner
M.No.037315
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

BALANCE SHEET AS AT 31ST MARCH,2014


As at As at
Note March 31, 2014 March 31, 2013

I EQUITY AND LIABILITIES

1 Shareholders' Funds
(a) Share Capital 3 98 60 000 98 60 000
(b) Reserve & Surplus 4 264 03 91 297 261 04 19 365
265 02 51 297 262 02 79 365

2 Non-current Liabilities
(a) Other Long term Liabilities 5 16 12 856 16 12 856
(b) Long Term Provisions 6 15 10 283 16 27 538

31 23 139 32 40 394
3 Current Liabilities
(a) Trade Payables 7 22 35 342 1 32 390
(b) Other Current Liabilities 8 4 57 151 14 82 528
(c) Short term Provisions 9 11 83 20 666 13 89 49 651
12 10 13 159 14 05 64 569

Total … 277 43 87 595 276 40 84 328


II ASSETS

1 Non Current Assets


(a) Fixed Assets
Tangible Assets 10 16 79 63 516 18 94 86 083
(b) Non current Investments 11 228 64 83 807 211 54 66 378
(c) Deferred tax Assets-net 12 1 99 68 591 1 78 47 397
(d) Long term Loans & Advances 13 72 86 783 72 86 783
248 17 02 697 233 00 86 641

2 Current Assets
(a) Inventories 14 11 16 65 414 3 14 82 897
(b) Cash and Bank Balances 15 1 10 39 220 1 88 06 887
(c) Short term Loans and Advances 16 16 57 04 432 38 37 07 903
(d) Other Current Assets 17 42 75 832
29 26 84 898 43 39 97 687

Total … 277 43 87 595 276 40 84 328

NOTES FORMING PART OF THE ACCOUNTS 1- 24

The Notes referred to above form part of the Balance Sheet


As per our attached Report of even date
For and on behalf of the board
FOR PATKI & SOMAN
Chartered Accountants
F.R. NO. 107830W
sd/- sd/-
DR. C.S.POONAWALLA Mr. A.C. POONAWALLA
sd/- Chairman Director
S.M. PATKI
Partner
M No.37315
sd/-
PLACE : Pune VINIT JOSHI
DATE : 27.06.2014 Company Secretary
NOTES FORMING PART OF BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

Company Information

The Company is an Investment Company, registered with Reserve Bank of India as a Non Banking Financial Company.
Based on its asset size, it is further classified as a "Systematically Important NBFC - Not Accepting Public Deposits" (NBFC-ND-SI)

NOTES FORMING PART OF BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES :

1. Basis of preparation :
The financial statements have been prepared to comply with the mandatory Accounting Standards issued by the Institute
of Chartered Accountants of India ('ICAI') and the relevant provisions of the Companies Act, 1956 . The financial
Statements have been prepared under the historical cost convention on accural basis. The accounting policies have
been consistently applied by the Company unless otherwise stated.

2. Revenue Recognition :
Revenue is recognized to the extent that it can be reliably measured and is probable that the economic benefits will flow
to the Company.
Interest :
Revenue is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.
Dividends :
Revenue is recognized when the right to receive is established.
Profit/ (Loss) on Investments :
Profit/ (Loss) on Investments is determined on the basis of FIFO and amount of profit or loss on shares & securities are recognised in the statement of profit
and loss account.
Sale of Shares & Securities :
Revenue from sale of shares & securities is recognised when rewards of ownership of the shares & securities are
transferred to the purchaser/investor.

3. Fixed Assets & Depreciation :


Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the
purchase price and any attributable cost of bringing the asset to its working condition for its intended use.
Depreciation in respect of fixed assets acquired/installed is provided on written down value method in accordance
with Schedule XIV of the Companies Act 1956.Borrowing cost relating to acquisition of fixed assets which takes substantial
period of time to get ready for its intended use are also included to the extent they relate to the period till such assets
are ready to be put to use.

4. Investments :
Investments are classified into Long term Investments & Current Investments as per NBFC Rules.Investments intended to be held for less than a year are classified as
Current Investments. Long term investments are valued at cost ,including related expenses, less provision, if any, for other than temporary diminution in their value.

5. Valuation of Securities :
Shares & Securities forming part of the inventories of the Company are valued at cost or market value,whichever is lower.

6. Taxes on Income :
Income tax expense comprises of current tax and deferred tax credit.The deferred tax for timing difference between the book and tax profit
for the year is accounted using tax rates and tax laws that have been enacted or substantively enacted at the Balance Sheet date.Deferred tax assets arising
from the timing difference are recognised to the extent that there is reasonable certainty that sufficient future taxable income will be available.
Minimum Altenative Tax (MAT) paid in accordance to the laws, which gives rise to future economic benefits in the form of adjustment of future income tax liability,
is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance
Sheet when it is probable that the future economic benefit associated with it will flow to the company and asset can be measured reliably.

7. Leases :
Operating lease payments are recognised as an expense in the Profit & Loss account on a straight-line basis over the term of the lease.

8. Retirement Benefits
a) The Company's contribution in respect of provident fund is charged to Statement of Profit & Loss each year.
b) Group Gratuity Scheme is administered through policy taken from Life Insurance Corporation of India and remittances
to the said fund are charged to revenue. Provision for gratuity to employees is made on the basis advised by LIC,
however, that it adequately covers the liability on this account ascertained on the basis of Actuarial Valuation.
c) Liability for accumulated earned leave of employees is ascertained and provided for.

9. Impairment of Assets
The Company on an annual basis tests the carrying amount of assets for impairment so as to determine the provision
for impairment loss, if any.

10. Contingent Liability :


The Company makes provision when there is present obligation as a result of a past event where the outflow of economic resources is probable
and a reliable estimate of the amount of obligation can be made. The disclosure is made for possible or present obligations that may, but probably will not,
require outflow of resources as contingent liability in financial statement.

11. Foreign Currency Transaction :


a) Transaction denominated in foreign currencies are recorded at the exchange rate prevailing on the the date of the transaction.
b) Monetary items denominated in foreign currencies at the year end are restated at year end rates.
c) Non Monetary items are carried at cost.
d) Any income or expense on account of exchange difference either on settlement or on translation is recognised in the Profit and Loss Account.
Poonawalla Investments & Industries Private Limited
Notes
Forming part of the Balance Sheet (Figures in Rupees)

Note 3 As at As at
31st March,2014 31st March,2013

Share Capital
Authorised :
10,000 Equity Shares of Rs.1000/- each 1 00 00 000 1 00 00 000

TOTAL 1 00 00 000 1 00 00 000

Issued , Subscribed & Paid UP :


9,860 Equity Shares of Rs.1000/-each Fully paid up 98 60 000 98 60 000

TOTAL 98 60 000 98 60 000


Notes to Accounts :
1 Reconciliation of shares outstanding at the beginning & at the end of the reporting period
Equity Shares 31 Mar 2014 31 Mar 2013
Nos Value Nos Value
At the beginning of the period 9 860 98 60 000 9 860 98 60 000
issued during the period
Outstanding at the end of the period 9 860 98 60 000 9 860 98 60 000

2 Details of Shareholders holding more than 5% Equity shares in the Company


% No of Shares % No of Shares
1) Dr Poonawalla - Managing Trustee 25.35% 2 500 25.35% 2 500
of CPF Trust
2) Adurjee & Bros Private Limited 22.06% 2 175 22.06% 2 175
3) Cyza-Chem Private Limited 6.09% 600 6.09% 600
4) Corpint Investment Private Limited 22.46% 2 215 22.46% 2 215
5) Fortune Intercontinental Private Limited 22.57% 2 225 22.57% 2 225
Poonawalla Investments & Industries Private Limited As at As at
Note 4 31st March,2014 31st March,2013

RESERVE & SURPLUS


GENERAL RESERVE
Balance as per previous Balance Sheet 52 08 81 852 52 08 81 852
Add : Current Year Transfer - -
Less: Written Back in Current Year - -
Closing Balance Nil 52 08 81 852 52 08 81 852

CAPITAL REDEMPTION RESERVE


Balance as per previous Balance Sheet 26 00 000 26 00 000
Add : Current Year Transfer - -
Less: Written Back in Current Year - -
Closing Balance 26 00 000 26 00 000

CAPITAL RESERVE
Balance as per previous Balance Sheet 3 97 98 877 3 97 98 877
Add : Current Year Transfer - -
Less: Written Back in Current Year - -
Closing Balance 3 97 98 877 3 97 98 877

SPECIAL RESERVE
Balance as per previous Balance Sheet 29 55 12 802 29 55 12 802
Add : Current Year Transfer 10 05 821 -
Less: Written Back in Current Year - -
Closing Balance 29 65 18 623 29 55 12 802

PROFIT & LOSS ACCOUNT


Balance transferred from Profit & Loss Account 175 16 25 834 178 73 15 344
Add : transferred from Profit & Loss A/c 50 29 103 -1 14 48 786
Less :transferred to Special Reserve 10 05 821 NIL
Less Provision
: transferred
against
from
Standard
Profit & Assets
Loss A/c 57 171
Add Provision
: transferred
against
fromStandard
Profit & Loss
Assets
A/c 7 59 276
Written Back
Less: Provision for NPA 2 50 00 000
Add:Provision for NPA written back 2 50 00 000
Less :transferred to General Reserve Nil 178 05 91 945 Nil 175 16 25 834

Notes to Accounts : Total … 264 03 91 297 261 04 19 365


a. Special Reserve is created as per rules
& guidline prescribed by RBI for NBFC

Note 5

Other Long Term Liabilities


1 Others 16 12 856 16 12 856

Other includes Advance for Sale of Land Total … 16 12 856 16 12 856


& Employees Deductions
As at As at
Poonawalla Investments & Industries Private Limited 31st March,2014 31st March,2013
Note 6
Long Term Provisions
Provision for employee benefits
1 Provision for Gratuity 5 82 626 8 88 626

2 Provision for Leave Encashment 9 27 657 7 38 912

Notes to Accounts : Total … 15 10 283 16 27 538


on acturial valuation report

Note 7
Trade Payables
1 Sundry Creditors 22 35 342 1 32 390

Total … 22 35 342 1 32 390

Note 8
Other Current Liabilities
1 Others 4 57 151 14 82 528

Total … 4 57 151 14 82 528


Notes to Accounts :
Others include TDS, Professional Tax, etc.

Note 9
Short Term provisions
1 Provision for employee benefits 13 88 791 11 19 224

2 Provision for Income Tax 11 68 19 000 11 27 74 723

3 Others 1 12 875 2 50 55 704


Notes to Accounts : Total … 11 83 20 666 13 89 49 651
Others include Outstanding Liab. & Provision
against standard assets
Poonawalla Investment & industries Private Limited

Note No. 10
forming part of the Balance Sheet

GROSS BLOCK DEPRECIATION NET BLOCK


Sr. Particulars Cost as at Additions Deletions Cost as at As at For the On As at As at As at
No. 01.04.2013 31.03.2014 01.04.2013 Year Deletion 31.03.2014 31.03.2014 31.03.2013

A Tangible Asset :

1) Freehold Land 2,358,339 - 513,101 18 45 238 - - - 18 45 238 23 58 339


2) Buildings 164,921,007 16 49 21 007 5 41 94 930 55 36 284 5 97 31 214 10 51 89 793 11 07 26 077
3) Plant & Machinery - R&D - - - - - - - - - -
4) Plany & Machinery - Others 1 31 72 125 - - 1 31 72 125 1 21 03 828 1 64 986 - 1 22 68 814 9 03 311 10 68 297
5) Furniture, Fixtures & 5 23 65 651 - - 5 23 65 651 2 87 42 678 42 75 758 - 3 30 18 436 1 93 47 215 2 36 22 973
6) Vehicles - Others 5 45 33 303 10 82 059 18 40 597 5 37 74 765 1 54 43 201 1 02 30 529 17 07 132 2 39 66 598 2 98 08 167 3 90 90 102
7) Office Equipments 2 30 49 838 - - 2 30 49 838 1 04 29 542 17 50 504 - 1 21 80 046 1 08 69 792 1 26 20 296

sum … 31 04 00 263 10 82 059 23 53 698 30 91 28 624 12 09 14 179 2 19 58 061 17 07 132 14 11 65 108 16 79 63 516 18 94 86 084

Previous Year 25 94 29 280 5 10 69 759 98 776 31 04 00 263 9 55 12 790 2 55 00 059 98 669 12 09 14 180 18 94 86 083 16 39 16 490
Poonawalla Investments & Industries Private Limited As at As at
Note 11 31st March,2014 31st March,2013
Non Current investments
A) Trade Investments

a Quoted Investments
1) Xenetic Biosciences INC 26 28 93 998 26 28 93 998
20 ,72, 794 shares of USD 0.01 each

2) Panacea Biotec Limited 2 25 65 714 2 25 65 714


79,610 shares of Rs. 1/- each
Total … 28 54 59 712 28 54 59 712

b Unquoted investments in Equity Shares


Subsidiaries

1) Serum Institute of India Limited 5 08 85 000 5 08 85 000


32,44,617 shares of Rs. 10/- each.

2) Naukhal Investment Private Limited 96 45 885 96 45 885


42,201 shares of Rs. 100/- each.

Total … 6 05 30 885 6 05 30 885


c Under the Same Management
1) Cyza-Chem Private Limited 10 04 374 10 04 374
240 shares of Rs. 1000/- each.

2) Adar Poonawalla Finvest Private Limited 80 99 865 80 99 865


59,999 shares of Rs. 100/- each.

3) Adurjee & Bros Private Limited


4,19,195 shares of Rs. 100/- each. 9 16 83 750 9 16 83 750

4) Poonawalla Shares & Securities Private Limited 17 08 500 17 08 500


17,000 shares of Rs. 100/- each.

Total … 10 24 96 489 10 24 96 489


Others
1) Thorughbred Racing & Breading Private Limited 50 000 50 000
5,000 shares of Rs. 100/- each.

2) Corpint Investments Private Limited 45 42 020 45 42 020


44,550 shares of Rs.100/- each
Poonawalla Investments & Industries Private Limited As at As at
Note 11 31st March,2014 31st March,2013

3) Poonawalla Biotech Private Limited 50 000 50 000


500 shares of Rs.100/- each

4) Soverign Pharma Private Limited 2 00 50 000 2 00 50 000


2,00,000 shares of Rs.100/- each

5) Rising Sun Holding Private Limited 16 25 000 16 25 000


6,250 shares of Rs.100/- each

6) Benison Finvest Private Limited 14 19 000 14 19 000


12,900 shares of Rs.100/- each

7) Fortune Intercontinental Private Limited 1 11 39 055 1 11 39 055


1,10,020 shares of Rs.100/- each

8) The Shamrao Vithal Co-Operative Bank 25 250 25 250


1,010 shares of Rs.100/- each

9) Classic Co-operative Housing Society Limited 500 500


10 shares of Rs.50/- each

10) Vidya Sahakari Bank Limited 25 000 25 000


250 shares of Rs.100/- each

3 89 25 825 3 89 25 825

c Unquoted - Preference Shares

Under the Same Management


1 Cyza-Chem Private Limited - 45 00 000
(P.Y 45,000 6% Redeemable Non-cumulative Preference
Shares of Rs.100/- each)

Others 45 00 000

1) Citi Technology Park Private Limited - 11 61 75 000


(P.Y1,16,17,500 8% Redeemable Non-cumulative Preference
Shares of Rs.10/- each )
Poonawalla Investments & Industries Private Limited As at As at
Note 11 31st March,2014 31st March,2013
Non Current investments
2) Chanda Investment & Trading Co Private Limited - 38 81 000
(P.Y. 38,810 6% Redeemable Non-cumulative Preference
Shares of Rs.100/- each)

3) Soverign Pharma Private Limited - 2 25 00 000


(P.Y. 2,25,000 8% Redeemable Non-cumulative Preference
Shares of Rs.100/- each )
Total … 14 25 56 000
d In Partnership Firms :
Sarosh Apartments
1) Fixed Capital
Current Capital 50 000 50 000
27 67 063 28 17 063 23 46 850 23 96 850
2) Villos Greenfield Farms
Fixed Capital 25 000 25 000
Current Capital 4 09 62 499 4 09 87 499 3 97 51 978 3 97 76 978

Notes to Accounts Total … 4 38 04 562 4 21 73 828


The Company is a partner in Registered Firms :
(a) Sarosh Apartment-
The share of profit / (loss) of each partner in the said firm is, Dr.C.S.Poonawalla - 50% &
Poonawalla Investments & Industries Pvt.Ltd.-50% The fixed capital of the firm is Rs.50000/-
(b) Villoo's Greenfield Farms -
he share of profit / (Loss) of each partner in the said firm is, Dr.C.S.Poonawalla - 60% / (25%) ,
Naukhal Investment Pvt.Ltd., - 10%, / ( 20% ),
Poonawalla Investments & Industries Pvt.Ltd. - 30% / (55%). The Fixed Capital of the firm is
Rs.25000/ each Liabilities of the Company in respect of these firms will be as per the Indian
Partnership Act 1932.
Other Investments
B) Investment in Equity Shares (quoted)

1) Steel Authority of India Limited - 92 84 492


(P.Y.48,759 shares of Rs. 10/- each)

2) Suzlon India Limited 5 844 5 844


30 shares of Rs. 2/- each

3) Nextgen Animation India Limited - -


19,000 shares of Rs. 10/- each
Poonawalla Investments & Industries Private Limited As at As at
Note 11 31st March,2014 31st March,2013
Non Current investments
4) Deccan Chronical & Herald Limited - 98 39 469
(P.Y.86,000 shares of Rs. 2/- each)

5) India Cements Limited - 4 39 38 306


(P.Y.4,23,126 shares of Rs. 10/- each0

6) State Bank of India Limited - 2 15 50 604


(P.Y.10,220 shares of Rs. 10/- each)

7) Walchandnagar Industries Limited 53 38 182 53 38 182


1,00, 500 shares of Rs. 2/- each

8) Punj Lloyd Limited 11 59 620 11 59 620


25,366 shares of Rs. 2/- each

9) Mukand Limited 9 05 723 9 05 723


33,039 shares of Rs. 10/- each

10) Microtech Limited - 60 87 067


(P.Y. 1,86,638 shares of Rs. 10/- each)

11) Uttam Value Steels Limited 8 85 806 8 85 806


85,859 shares of Rs. 10/- each

12) Corehealth Education Limited - 2 64 06 789


(P.Y. 5,06,187 shares of Rs. 2/- each)

13) Credit Analisys Research Limited - 25 05 54 566


(P.Y 3,97,500 shares of Rs. 100/- each)

Market value of Quoted investments in Equity Total … 82 95 175 37 59 56 468


Shares as on 31st March 2014 is Rs. 12 54 79 598/-)
(Previous Year Rs. 42,24,24,796/-)

Non Current investments


Investment in Mutual Funds (quoted)
1) Prundetial ICICI Opportunities Fund 15 00 00 000 15 00 00 000
1,13,87,706 units of Rs. 10 each

2) IDFC Dynamic Bond fund 20 00 00 000 -


1 41 16 916 units of Rs. 10 each
Market value of Quoted investments in Mutual Total … 35 00 00 000 15 00 00 000
Funds as on 31st March 2014 Rs. 37 37 57 996 )
(Previous Year Rs.16,06,24,729 )
Poonawalla Investments & Industries Private Limited As at As at
Note 11 31st March,2014 31st March,2013
Securities / Bonds (Un-quoted)

1) 6.75 % Tax free US 64 Bonds 9 300 9 300

2) 50 Bonds of HDFC Limited 2021 5 20 57 949 5 20 57 949

3) 33 Bonds of LIC Housing Finanace 2017 3 30 77 880 3 31 73 055


Total … 8 51 45 129 8 52 40 304

C) Others
1 Venture Fund 7 80 57 877 32 58 02 655

2 Diamond & Jwelleries 47 87 84 214 31 75 99 984

3 Paintings 78 49 83 939 21 42 24 228


Total … 134 18 26 030 85 76 26 867

Gr.Total 231 64 83 807 214 54 66 378

(Less) Provision for diminution in the value of investment 3 00 00 000 3 00 00 000

Total … 228 64 83 807 211 54 66 378


Notes to Accounts :

1 Aggregate amount of quoted investment 64 37 54 887 81 14 16 180


2 Aggregate amount of Un-Quoted investment 3 89 26 070 18 14 82 070

Poonawalla Investments & Industries Private Limited


Note 12
Deferred Tax Assets-net
a) Deferred Tax Liabilities

1 Businees Loss 57 93 989 57 93 989

b) Deferred Tax Assets

1 Capital Loss 1 76 37 438 1 76 37 438

2 Depreciation 78 30 999 57 09 805

3 Other Items 2 94 143 2 94 143

Total … 1 99 68 591 1 78 47 397


Note 13 As at As at
31st March,2014 31st March,2013
Long Term Loans & Advances &
Capital Advances

1 Security Deposits 53 77 880 53 77 880

2 Other Loans & Advances 19 08 903 19 08 903

Notes to Accounts : Total … 72 86 783 72 86 783

1 Unsecured, considered good 72 86 783 72 86 783


Total … 72 86 783 72 86 783

Note 14

Inventories

1 Stock-in-Trade 11 16 65 414 3 14 82 897

Notes to Accounts : Total … 11 16 65 414 3 14 82 897


Shares & Securities forming part of the inventories of the Company are valued at cost or market value,
whichever is lower , as per relevant accounting standards

Note 15

Cash and Bank Balances

1 Balances with Bank 92 83 950 1 71 58 652

2 Cash on hand 17 55 270 16 48 235

Total … 1 10 39 220 1 88 06 887

Poonawalla Investments & Industries Private Limited


Note 16

Short-term Loans & Advances

1 Inter Corporate Deposits 25 00 00 000

2 Others 4 99 14 605 2 68 90 147

3 Advnace Tax 11 57 89 827 10 68 17 756

Notes to Accounts : Total … 16 57 04 432 38 37 07 903

1 Unsecured, considered good 4 99 14 605 2 68 90 147


2 Doubtful 25 00 00 000

Total … 4 99 14 605 27 68 90 147

4 Others include loans & Interest Accrued etc.


Poonawalla Investments & Industries Private Limited

Note 17 As at As at
31st March,2014 31st March,2013
Other Current Assets

1 Other Advances 42 75 832


Total … 42 75 832
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

Notes forming part of the Balance Sheet & Profit & Loss Account
Note 24

B) NOTES ON ACCOUNTS :

1 DISCLOSURE AS PER ACCOUNTING STANDARDS


a) Related Parties: As per Annexure
b)Segment Reporting The Company has only one business Segment i.e. Trading in Securities.
c)Employee Benefits

Defined Contribution Plan

Contribution to Defined contribution plan,recognized as expenses for the year are as under
2013-14 2012-13
Employer's Contribution to Provident Fund 586434 456995

Employer's Contribution to Pension Scheme 32460 32460

Defined Benefit Plan


The Employees gratuity fund scheme is managed by Life Insurance Corporation of India. The present value
is determined based on actuarial valuation using Projected Unit Credit Method, which recognizes each period
as rise to additional unit of employee benefit entitlement & measures each unit separately to build up the final
obligation. The obligation for Leave encashment is recognized in the same manner as gratuity.

The following table sets out the status of gratuity plan & leave encashment and the amounts recognize
in Company's financial statement as at 31st March 2014

a) Changes in present value of obligations


Particualrs Gratuity Leave
Encashment
(Funded) (Unfunded)
Present value of obligations at the 1644649 738912
beginning of the year

Interest Cost 131572 59113


Current Service Cost 104231 64613
Benefits Paid -114210
Acturial (Gain)/Loss obligations 102066 179229
Present value of obligations at the end 1982518 927657
of the year

b) Changes in fair value of plan assets


Particualrs Gratuity Leave
Encashment
Fair value of plan assets at the 1543886 -
beginning of the year

Expected return on plan assets 154737 -

Contributions 306000

Benefits Paid

Acturial (Gain)/Loss on plan assets - -

Fair value of plan assets the end of the year 2004623 -


POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED
Note 24
Notes forming part of the Balance Sheet & Profit & Loss Account

c)Expenses recognized in statement of Profit & Loss

Particualrs Gratuity Leave


Encashment
Current Sevice Cost 104231 64613

Interest Cost 131572 59113

Expected return on plan assets -154737

Acturial (Gain)/Loss 102066 179229

Net Cost 183132 302955

d)Assumptions used in accountimg for gratuity & levae encashment

Particualrs Gratuity Leave Encashment

Discount Rate 8% 8%

Salary escalation rate 7% 5%

2 FOREIGN CURRENCY TRANSACTIONS

Particulars Current Previous


Year Year

Expenditure

Investments 658044658 149094543

Receipts 153566036

3. Depreciation on Fixed Assets has been provided on Written Down Value basis at the rates
prescribed under Schedule XIV of the Companies Act 1956.

4 Payment to Current Previous


Auditors Year Year
i)Audit Fees 145000 145000
ii)Tax Audit Fees 15000 15000
iii)Reimbursement of 4000 4000
Expenses

5 The company has not received any intimation from vendors regarding their status under the Micro.Small
and Medium Enterprises Development Act 2006. there are no dues to small scale industrial undertaking
which is outstanding for more than 30 days.
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED
Note 24
Notes forming part of the Balance Sheet & Profit & Loss Account

6 Leases
(a) Assets given on lease. Lease rentals received Rs.28,61,760 (previous year Rs. 28,61,760)
(b) Assets taken on lease, Company has taken office premises under operating lease agreements.
These are generally non-cancelable and are renewable by mutual consent on mutually agreed terms
(c) Lease payments for the year are Rs.2,69,040 (previous year Rs. 3,02,294)

7 The company has complied with the prudential norms relating to income recognition, asset
classification, provision for NPA as specified in the directives issued by the Reserve
Bank of India in terms of the Non-Banking Financial (Non Deposit accepting or holding) Companies
Prudential Norms (Reserve Bank) Directions 2007.

8 Profit /Loss from Partnership Villos Poonawalla Greenfield farm for financial Year 2013-14 not considered

9 In case of Long Term Investment held by the Company, management has reviewed the entire situation
& is of the view that the fluctuation is temporary in nature, however as a prudent practice, an amount of
Rs. 3,00,00,000 has been provided for diminution in the value of Long Term Investments.

10 The Company is a Non-Banking financial company governed by Rules & Regulations of RBI. As per the
said rules every NBFC has to transfer 20 % of its profit after tax every year to Special Reserve .As Company
has compiled with the said norms by transferring with an amount of Rs.10,05,821/- To special reserve

11 The Company has not paid the demands raise by Income tax Depatment for Rs. 70 00 503/- , as given below.
Rectification application has been filed for the same

Demand Disputed Amount

AY 2006-07 15 95 042
AY 2007-08 4 41 392
AY 2010-11 12 86 506
AY 2011-12 34 49 478
AY 2012-13 2 28 085

12. Figures for the previous year have been regrouped and rearranged wherever necessary.

Signature to Notes 1 to 24
As per our report of even date.

For PATKI & SOMAN For & on behalf of the Board


Chartered Accountants
F.R. NO. 107830W
sd/- sd/- sd/-
S.M.Patki Dr.C.S.Poonawalla A.C.Poonawalla
Partner Chairman Director
M.No 37315
sd/-
Place:-Pune Vinit Joshi
Date : 27.06.2014 Company Secretary
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

AS AT 31ST MARCH, 2014


Schedules to the Balance Sheet of a Non-Banking
Financial Company

Particulars
Liabilities side :

(1) Loans and advances availed by the NBFC's Amount Amount


inclusive of interest accrued thereon but not out-standing overdue
paid :

(a) Debentures : Secured NIL NIL


: Unsecured NIL NIL
(other than falling within the
meaning of public deposits*)

(b) Deferred Credits NIL NIL


(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing NIL NIL
(e) Commercial Paper NIL NIL
(f) Public Deposits * NIL NIL
(g) Other Loans NIL NIL

2 Break-up of (1)(f) above (outstanding public deposits


inclisive of interest accrued thereon but not paid

(a) In the form of Unsecured debentures N.A. N.A.


(b) In the form of partly secured debentures ie debentures N.A. N.A.
where there is a shortfall in the value of security
(c) Other public depositsTerm Loans N.A. N.A.

Assets Side :
Amount
Outstanding
3 Break-up of Loans and Advances including bills receiv-
ables [ other than those included in (4) below ] :

(a) Secured NIL


(b) Unsecured (Including Advance Tax) 172991215

4 Break-up of Leased Assets and stock on hire and hypothe-


cation loans counting towards EL/HP activities

(i) Lease assets including lease rentals under sundry


debtors :

(a) Financials lease NIL NIL


(b) Operating lease NIL NIL

(ii) Stock on hire including hire charges under sundry


debtors :

(a) Assets on hire NIL NIL


(b) Reprossessed lease NIL NIL

(iii) Hypothecation loans counting towards EL/HP ac-


tivities

(a) Loans where assets have been reprossessed NIL NIL


(b) Loans other than (a) above NIL NIL
5 Break-up of Investments

Current Investments

(1) Quoted
(i) Shares : (a) Equity 31482897
(b) Preference NIL
(ii) Debentures and Bonds NIL
(iii)Units of mutual funds NIL
(iv) Government Securities NIL
(v) Others NIL

(1) Unquoted
(i) Shares : (a) Equity NIL
(b) Preference NIL
(ii) Debentures and Bonds NIL
(iii)Units of mutual funds 80182517
(iv) Government Securities NIL
(v) Others NIL

Long Term Investments :

(1) Quoted
(i) Shares : (a) Equity 293754887
(b) Preference NIL
(ii) Debentures and Bonds
(iii)Units of mutual funds NIL
(iv) Government Securities
(v) Others NIL

(1) Unquoted
(i) Shares : (a) Equity 201953199
(b) Preference
(ii) Debentures and Bonds 85145129
(iii)Units of mutual funds 350000000
(iv) Government Securities NIL
(v) Others 1385630592

6 Borrower group-wise classification of all leased assets,


stock-on-hire and loans and advances :
Please see Note 2 below
Category Amount net of provision
Secured Unsecured Total
1. Related Parties ** NIL NIL NIL
(a) Subsidiaries NIL NIL NIL
(b) Companies in the same group NIL NIL Nil
(c) Other related parties NIL NIL NIL

2. Other than related Parties NIL 172882340

Total
7 Investors group-wise classification of all investments (cur
rent and long term) in shares and securities (both quoted
and unquoted)
Please see Note 3 below
Category Market Value/ Book Value (net
Break-up of fair of Provisions
value or NAV

1. Related Parties **
(a) Subsidiaries 60530885 60530885
(b) Companies in the same group 102496489 102496489
(c) Other related parties 17356075 17356075

2. Other than related Parties 746431631 676952663


Total
**As per Accounting Standard of ICAI (Please see Note 3)

8 Other Information
Particulars Amount
(i) Gross Non-Performing Assets
(a) Related parties
(b) Other than related parties
(ii) Net Non-Performing Assets
(a) Related parties
(b) Other than related parties
(iii) Assets acquired in satisfaction of debt NIL

9 CRAR
Items Current Year Previous Year
I) CRAR (%) 98.26% 97.47%

II) CRAR - Tier I capital (%) 98.26% 97.47%

III) CRAR - Tier II capital (%)

10 Exposure to real Estate Sector


Current Year Previous Year
a) Direct Exposure
I) Residential Mortgages Nil Nil
Lending fully secured by mortgages on residential
property that is or will be occupied by the borrower or
that is rented; (Individual housing loans up to Rs 15 lakh
may be shown separately)
II)Commercial Real Estate Nil Nil
Lending secured by mortgages on commercial real
estates (Office buildings, retail space, multipurpose
commercial premises, multi-family residential buildings,
multi-tenanted commercial premises, industrial or
warehouse space, hotels, land acquisition, development
and construction, etc). Exposure would also include
non-fund based (NFB) Limits;
III)Investments in Mortgage Backed Securities (MBS) and Nil Nil
other securitised exposures
a. Residential
b. Commercial Real Estate

b) Indirect Exposure Nil Nil


Fund based and non-fund based exposures on National
Housing Bank (NHB) and Housing Finance Companies (HFCs)
11 Maturity pattern of certain items of assets and liabilities
(Rs. Crores)
1 day over 1 months over 2 months over 3 monthsover 6 monthsOver 1 year Over 5 year Total
to 31 days upto 2 months upto 3 months to 6 months to 1 year to 3 years

Liabilities
Borrowings from Banks Nil Nil Nil Nil Nil Nil Nil Nil
Market Borrowings Nil Nil Nil Nil Nil Nil Nil Nil

Assets
Advances Nil Nil Nil Nil Nil 4.99 0.73 5.72
Investments * Nil Nil Nil Nil 11.17 203.10 28.55 242.81

Note:The Investment Portfolio of the company comprises of investments in Quoted Equity Shares, Mutual Funds, Venture Funds,
Unquoted Shares of the group companies, closely held private limited companies, which by their nature, do not have
maturity period. However as per the classification under the RBI Rules Inventories are shown below 1 year & long term investments are
shown above 1 year. These are indicative in nature & may vary with the stock market conditions, management decisions and policies of the company.
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

STATEMENT OF RELATED PARTIES FOR THE PERIOD ENDED 31ST MARCH, 2014

List of Related Parties with whom transactions have taken place during the year

Name of the Company Nature of Transaction Amount

Subsidiary

Serum Institute of India Limited Rent Received 2861760

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