POONAWALLA INVESTMENTS & © FINANCE DIVISION : SAROSH BHAVAN, 16-8/1, OR, AMBEDKAR ROAD, PUNE - 411 001. INDIA TEL: 91-20 -26137221-5, FAX :91- 20 - 26133228 CIN U68993MH 1974PTCO17311 DIRECTORS’ REPORT Your Directors have pleasure in presenting 42"? Annual Report together with the audited Financial Statements for the year ended 31" March, 2016. Financial Summary or Highlights and Company Affairs - During the year under review, the Company has posted a profit after tax of Rs. 144,23,46,077/- Dividend - During the year under review, an interim dividend at the rate of Rs 1,36,000/- per equity share has been paid. No further dividend is recommended Amounts proposed to be carried to Reserves - Your Directors propose to transfer Rs 28.84 69.216/- to Special Reserve Change in the nature of Business -During the year under review, there was ne change in the nature of business of the Company. Report on the Performance and Financial Position of Subsidiaries, Associates and Joint Venture Companies - The Company has four subsidiaries namely Serum Institute of India Private Limited, Naukhal Investment Private Limited, Serum International BV and Bilthoven Biologicals BV and two associates namely Adurjee & Bros. Private Limited and Poonawalla Biotech Private Limited. A Statement containing the salient features of the financial statements of our subsidiaries and Associates in the prescribed format AOC - 1 is annexed to the Financial Statement A report on the performance and financial position of each of the subsidiaries and associates included in the consolidated financial statement is annexed herewith Names of the Companies which have become! ceased to be Subsidiaries, Joint Ventures or Associate Companies during the year - During the year. Adar Poonawaila Finvest Private Limited has ceased to be Associate of the Company. Directors, Key Managerial Personnel, Meetings - Mr. Adar C Poonawalla, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible he has offered himself for reappointment During the year under review, 6 (Six) Board Meetings were convened and held as per the provisions of the Companies Act, 2013 on 27" April 2015, 29" July 2015, 3” September 2015, 9" November 2015, 29" February 2016 and 28" March 2016. Dr. Cyrus $ Poonawalla and Mr. Adar C Poonawalla attended all the 6 (Six) meetings. REGISTERED OFFICE : Survey No. 268, Off Soll Poonawalla Road, Hadapsar, Pune - 411 028.Extract of the Annual Return -The details forming part of the extract of the annual return pursuant to sub section (3) section 92 of the Companies Act, 2013 in Form MGT 9 is annexed and forms part of this Report. Deposits - Your Company does not accept / hold any deposits. Particulars of Loans, Guarantees or Investments - As the Company is registered as a Non-Banking Financial Company with the Reserve Bank of India, the provisions of Section 186 of the Companies Act, 2013 are not applicable to the Company with respect to its investment and lending activities. During the year under review, the Company has not given any guarantee. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo - As the company does not have any manufacturing facility, the clause regarding conservation of energy and technology absorption is not applicable to the Company. The Foreign Exchange earnings are Nil and the information regarding Foreign Exchange Outgo is contained in Item No. 2 of Notes on Accounts. Particulars of Contracts or Arrangements with Related Parties - All Related Party Transactions entered during the year were in ordinary course of the business and on arm's length basis, No material related party transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under the Companies Act, 2013 in Form AOC 2 is not applicable. Material Changes and Commitments, if any affecting Financial Position of the Company - There are no adverse material changes or commitments occurring after 31% March, 2016 which may affect the financial position of the Company or may require disclosure. Development and Implementation of a Risk Management Policy - The Company has risk management and risk mitigation policy in place which is periodically reviewed and assessed to suit the size of Company's business. Corporate Social Responsibility - The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year 2015-16 as it does not fulfil any of the criteria prescribed under the Companies Act, 2013 and rules made there under. However, the Company falls under the criteria of CSR applicability for the financial year 2016-17 and proposes to carry out necessary compliance in this regard. Internal Financial Controls - internal Financial Controls with reference to the financial statements were adequate and operating efficiently. Particulars of Employees - During the year under review, there were no employees fulfling the criteria of requirements under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Explanation or Comments on Auditors’ Report - There are no qualifications, reservations or adverse remarks or disclaimer made by the statutory auditors in their audit report. Auditor - Your Directors propose the appointment of M/s. Patki & Soman, Chartered Accountants, Pune as Statutory Auditors of the Company,Significant Orders Passed by Regulators, Courts or Tribunals Impacting Going Concern and Company's Operations - The Company has not received any orders from Regulators, Courts or Tribunals during the year impacting the going concen status or the Company's operations. Vigil Mechanism - During the year under review, the Company was not required to establish a vigil mechanism as per the provisions of the Companies Act, 2073. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 - During the year under review, there were no cases reported pursuant to the aforesaid Act. Directors’ Responsibility Statement -To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; », 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 2016 and of the profit of the Company for the year ended on that date; c. that 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; d. that the Directors had prepared the annual accounts on a going concem basis; e. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively Acknowledgment -Your Directors are thankful to all those who have given their support during the year. For and on behalf of the Board of Directors For POONAWALLA INVESTMENTS AND INDUSTRIES PRIVATE LIMITED a UNE DR CS POONAWALLA DATE : CHAIRMAN 11 AUG 2016REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES AND ASSOCIATES The Company has four subsidiaries namely Serum Institute of India Private Limited, Naukhal Investment Private Limited, Serum Intemational BV and Bilthoven Biologicals BV and two associates namely Adurjee & Bros. Private Limited and Poonawalla Biotech Private Limited During the year under review, Company's subsidiaries namely. Serum Institute of India Private Limited has posted a profit after tax of Rs, 2473.19 Crores, Naukhal Investment Private Limited discloses a loss of Rs. 32.71 Lacs, Serum Intemational BV has posted a profit after tax of Rs. 66.86 Crores (31.12.2015) and Bilthoven Biologicals BV has posted a profit after tax of Rs. 65,84 Crores(31.12,2015) Similarly, the associate companies namely, Adurjee & Bros. Private Limited has posted a profit after tax of Rs. 30.43 Crores and Poonawalla Biotech Private Limited discloses a loss of Rs. 4,627/-ANNEXURE Foim No. MGT-9 EXTRACT OF ANNUAL RETURN as onthe financial year ended on 31° March, 2018 [Pursuant to section 82(3) of he Companies Act, 2013 and rule 12(1) of the Compares (Management and Adminstration) Rules, | REGISTRATION AND OTHER DETAIS: i) CIN Ussesaunss7sProoT7a1t i Rogistration Date 23.03.1974 2014 4) Name of the Company : Poonawalia investments And Industries Private Limited 'v) Category / Sub-Category ofthe Company : Private Limited Company limited by shares \) Address of the Registered office and contact detalls: S. No. 268 Of Soli Poonawalla Road, Hadapsar, Pune 411028 Contact Details —020-26137221 ‘vj Whether sted company Yes / No: No vi) Name, Address and Contact delals of Registrar and Transfer Agent, any: NA, | PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY the business activites contributing 10 % or more ofthe total tumover of the company shall be stated.~ services SINS. [Name and Description of main products 7 Nic Code of the Producti ‘to Total tumover ofthe company t NERC Aaiviy eB OTe Ill PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - ‘St. | Name and address ofthe Company | CIN/GLN Holding’ Subsidiary! | % of shares | Applicable No ‘Associate tele Seaton 7 | Sera Tale of ada Private Limited | UBDSOSPNISBAPTCOSINE | Susan, a | He 21212 Off Soli Poonewalls Rosd, Hadapsar, Pune 411028 2] Nauka ivesiment vate Linked —| USTIZOPNTOSTPTCOSOTST | Sasiiany Bae ae] Sarosh Bhavan, 16-811 Dr, Ambedkar Road, Pune = 411001, 7] Soran itommational BV: ‘Commeiclat” Register No. | Subsidiary = 27) 1556.27.58 ‘Oranje Nassaulaan 85, tst floor, 1075 AK Amsterdam, The Netherlands | Bithoven Biogas BV. Commercial Register No. | Subsidiary 2677 59751221 ‘Antonie v Leeuwenhoekin 943, 3721 MA Biltoven, Postbus 487, 37204, Bithoven BY Aatiae & Biss Prva Uraed ‘UBSEATPNTOSAPTEDEROTT | Rawociate WTR BH ‘Sarosh Bhavan, 16-8/1 Ds. Ambedkar Road, Pune 411003“Aasodiate 26) ‘Sarosh Bhavan, 16-6/1 Dr, Ambedkar Road, Pune - 411001 Lo IV, SHARE HOLDING PATTERN (Eqully Share Cepital Breakup as percentage of Total Equity) ).Category-aise Share Holding o = a Galegory of Shareholders | No.of Shares held atthe beginning of the year” | No.of Shaves held ithe end ofthe year | %e Change during Banat ] Piysical | Total af Talal | Comat | Physical] Total] % of Total | Shares Shares A PromoIers indian 3) ndivdua OF : 745 1a Tam 5 Tas | ae a By Conival Govt 3) Sate Gok s H BoaIes Carp 7 Barns 7FT 7 WAay Other - > Sub ater A 1 1 ah Ta | a | a @) Foreign | a) NRIS-Tnaviduals > 2 > : > > 7 7 iy Other = Tnaiduals : ©) Bodies Comp. > ‘) BankeTFT 7 T = > : 7 7 ey Ary Ore 7 Sub ica Tata sharehording of os ccs 1a7 ae | ae | aT > Promoter (A) = (ANT A}2) Public Shareholaing Tinton a) Matual Funds > by Banks 7FL 7 > = : : : > > 7 3) Cantal Govt > 7 - lotr 7 > : 7 State Gontey : : Fg) Venture Capital Funds z - > > > . : ‘insurance Companies aris iy Foreign Venture’ Capital | > - : : : 7 : Func. Others pedis) z = : : 7 s > : 7 ‘SubsoiaT BNA WonsstanonS a) Bodies Care | imate [76 76 | TAA TF aE 8TH = | i) Overseas > ; > > : 7 | ee‘bj ineividuals jindividvat —~sharehaidors SPeEHEE 7 holding nominal share captal upto Rs. 1 lakh ‘indvidial shareholders 7 : 7 ‘holding nominal share capital in excess of R31 lakh ‘@) Others(specty) Managing =) 3606 2500 | 25 36% Trusteo (Cyrus Poonawala Family Trust) Boo ‘Sub-toial (B)@)- = “a5 | TS 96.55% = wie | Ore Be a% : ata 8) Pubic Shareholding ~ oS a 86.59% BMI}* GN) oie | ore eam | C-Shares nett by Custoalan iz 7 for GDRs & ADRS Grand Toial eBoy [Sao 3880 TO0% - ‘a60 | 8880 ___litShareholding of Premmoters a ‘Si Shareholder’s Name ‘Shavehoking atthe begioning ofthe year” | Shareholding atthe end ofthe year No. HoT ot tolal | Wor Shaves [No oF] % of tolal | Got “Shares | W change iw Shares "| Shares ofthe | Pledged 7 | Shores | Shares ofthe | Pledged 1 | share holding company | encumbered company | encumberea | during the to total shares to total | year shares TT Be Gyrus 8. Poonawalla a aT 1 Tam |= il Change in Promoters’ Shaveholding (please speoly, f there is no change) : No Change. i ‘Shareholding at” the | Cumulative Shareholding beginning ofthe year uring the year Wo. of | % of total shares | No. of | % of foal shares shates | ofthe company | shares | of the company ‘Atthe begioning ofthe year > 7 7 Date wee otease 7 Decrease Wr Promoters Share holding during the | = cs Te i year speciving the reasons for increase / decrease (e.g, afiotment / transfer / bonus! sweat equity et) 7 H | ‘At the End of he year 7 zi 2 i iv. Shareholding Pattern of tap ton Shareholdrs (other than Directors, Promoters and Holders of GDRs and ADRs): : St ‘Sharefoking al ‘the | Cumlalve _ Shavehoiding No. beginning ofthe year during the year For Each ofthe Top 10 Shareholders iio. OF | % of total shares | No.of [% of total shares” shares | ofthe company | shares _| ofthe company 77 Fortine tercontinental Private Limited : |") Ate beginning ofthe year az Bat | PB Bath Dale wise Inerease 7 Decrease in Share holding. during the year = as 2% specifying the reasons for Increase / decrease (e.g. aloiment / transfer / bonus / sweat eauly etc) siamnaal ‘At the End of the year ( of on the dale of sepaaion, separated during | 2225 DST | aE WaT the year) 2 | Gorpint investments Private Lied : Fi ‘ithe Beginning ofthe yoat Bais Bash | BB Baek Date wise increase 7 Decrease ih Share hoWdng during” the year 7 Bis BAH ‘specifying the reasons for increase / dectease (e.g. allotment / transfer ‘bonus / sweat equly etc}‘ALIS End ot the year (or an the date oF separation, Wsepareled dung | 2215, ———2EAGH | 22S the year) — [3] Relies @ Bros: Praia Limited 7 ia i ~ ‘Artis Beginning ote = i HS “32.08% | ATE 22.06% Baie wise Tnerease 7 Decrease’ Wi Share holding “during the year = 7 FE 0E% specifying the reesons for incroace / decrease (2g. allotment I transfer / |__| bonus /sweat equity ete) 7 et cs eae ‘Ai the End of the year (oF on the date of separaion, Fcoparated dung | 2175 FEOR% Bom the year) 4, | Managing Trustee (Cyrus Poonawalla Family Tish) ‘Atha begining oT he year 2505 635% | __2500 255% Date wise inewase 7 Decrease ww Shae Toldng during the year : a 7636% specifying the reasons for inctease / decrease (e.g, allotment / transfer! bonus /sweat equity et) 7 EEE ‘At he End ofthe year ( oF on the date of Separaion, Weeparated dang | 2800 B38% | TOD 3% the year) 3.) Gyza Chem Private Limited ‘Atthe baginning ofthe year it 600 608% |S Boe Date wise herease 7 Daciease wv Shave holding during the year . 00 608% speciying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity et) ‘At the End of the year ( oF on the dale of sepavalion, separated during 00 coa% 06 a0e% the year) {y) Shareholding of Directors and Key Managerial Personnel Si ‘Shareholding at” the | Cumulstve —~ Sharehoiing No, beginning ofthe year ‘during the year For Each ofthe Beco and RMP No. of | % of ota shares ‘shares | of the company Wo. of | % oF etal shares shates | ofthe company ‘Be Cys Sou Poonawalla ‘A he beginning ofthe year Tas Ta7% Tae Tarte ‘Date wise increase / Decrease in Share holding during the year specifying > = co Tare the reasons for inease / dectease (e.g, alotment / transfer / Bonus/ sweat eqully et} ‘Al he Ena ofthe year Tae 147% 16 Tam Note: Nir Adar Gyrus Poonawalla and i, Vink Joshi, Company Secretary do not hold any shaves ia the Company V. INDEBTEDNESS Indebtedness of the Company incuging interest oulstanding/accrued but not due for payment “Secured Loans] Unsecured Beposis | Tour Excluding deposits | Loans Indebledness TndebiedOse al the begining of the financial year Principal Araunt = ip interest due but nat pa Ty terest aceroea Ut nat ie Tail Pip 5 ‘Change in Tndebiedness during the fnencal your Raion :[ Resuetion aoe TndobTeTHese athe end ofthe financial year ‘PineipalAmint : ip itera Saw Ba “interest assred bat nek BU Total ar \VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ‘A. Remuneration to Managing Director, Wholo-time Directors and/or Manager: NA ; “Yams of MOTWIO Manager —] Total Amount ‘Si | Particulars of Remuneration 1. | Grose satay ; > > a) Salary a8 per provisions contained in Secon 17(H) ofthe TRéomertax Aci, 1961 | > > ~ 1B) Walue of perquistes wie 17(2) mcorieTaX AG, 1854 5 : > Profs in ied of Salary unde section TVG) incamve-tax Ack, 1954 7 ‘Slack Option ‘Sweat Equi a Commiesion +28 % of plot | others, spec. 5.) Others, plaake tpeaiy Toial [Gane ara the Ree 'B, Remuneration fo other directors: otal Amount ‘Si Panicolars of Rarmoneration Name of biedor Rs) 1 Trdepandent Directors : Fes for atending board coramities meetings Corimisson| : ‘ihe, please specty ; 7 Tea 2) Giher Nan Executive Directors Dr, Cyrus & Poonawalla | Mic Adar'C Poonawalla Fea for aliending board T committee meetings Re 80007" Re gO Re Te00ar Commission : ‘thers, plaase Specify [Fea Re 8007 Re 8000" Re 160007. Re 8500 Re 8000" ae FDOT Toa BAD. ‘Talal anageial Remuneration ‘Gveral Celing a5 per the Act WK Wa. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDIMANAGERMTO Paficilars of Remuneration Key Wanagerial Peisonset cee Wi Vinit Josh Company Secretary Total Gross salary 7 {@) Salary a8 per provisions contained in section 17(1) of the Income-tax ‘Act, 1961 ‘Statement Sper Financial P= (@) Value oF perquisites ais 17(0)Incamerax Act, 7961 > (Gy Pots i au of salary under section 17(3) income tax Ack, 186% : ‘Stock Option 7 ‘Sweat Equi : ‘Commission i +28 %of profit others, soecty ‘Gihers, Pease Booey Totat wl PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Twe Sealion of the ] Brief Descrision | Details of Penaliy Punishment | Aulhoriy TROT ‘Companies Act ‘Compounding fees imposed NCLT / COURT] ‘Appeal made, iF ‘any (give Detals) K COMPANY Benaliy : 7 = unishment s Compounding > > > BDIRECTORS Penaly - 7 : Punishment > 7 ‘Compounding 5 > ‘C-OTHER OFFICERS INDEFAULT Penal : 7 7 ‘Punisher : : ‘Compounding : 7 For and on behalf ofthe Board of Directors For POONAWALLA INVESTMENTS AND INDUSTRIES: ae PRIVATE LIMITED DR. CYRUS S. POONAWALLA CHAIRMAN,