Professional Documents
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Balance Sheet
Balance Sheet
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.
Sd/-
ADAR C. POONAWALLA
DIRECTOR
DIN : 00044815
ADDRESS : 11, POONAWALLA
PARK, PUNE - 411037
PLACE: Pune
DATE : 14/08/2014
NOTE:
DIRECTORS' REPORT
Your Directors present the FORTIETH Annual Report together with the audited accounts of
your Company for the year ended 31st March 2014.
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.
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.
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.
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.
Sd/-
TO THE MEMBERS OF
POONAWALLA INVESTMENTS & INDUSTRIES PVT. LTD.
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.
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.
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
(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.
(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.
Sd/-
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
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
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
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.
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.
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
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
Note 5
Note 7
Trade Payables
1 Sundry Creditors 22 35 342 1 32 390
Note 8
Other Current Liabilities
1 Others 4 57 151 14 82 528
Note 9
Short Term provisions
1 Provision for employee benefits 13 88 791 11 19 224
Note No. 10
forming part of the Balance Sheet
A Tangible Asset :
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
3 89 25 825 3 89 25 825
Others 45 00 000
C) Others
1 Venture Fund 7 80 57 877 32 58 02 655
Note 14
Inventories
Note 15
Note 17 As at As at
31st March,2014 31st March,2013
Other Current Assets
Notes forming part of the Balance Sheet & Profit & Loss Account
Note 24
B) NOTES ON ACCOUNTS :
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
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
Contributions 306000
Benefits Paid
Discount Rate 8% 8%
Expenditure
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.
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
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.
Particulars
Liabilities side :
Assets Side :
Amount
Outstanding
3 Break-up of Loans and Advances including bills receiv-
ables [ other than those included in (4) below ] :
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
(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
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
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%
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
Subsidiary