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POONAWALLA INVESTMENTS & INDUSTRIES PVT. LTD.

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

NOTICE

NOTICE is hereby given that the THIRTY NINETH Annual General Meeting of the
Members of the Company will be held on Tuesday 10th September, 2013, at 11.30 a.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, 2013 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 Dr. C S Poonawalla, who retires by rotation and


being eligible offers himself for re-appointment.

3. To appoint auditors to hold office from the conclusion of this Annual General Meeting
till the conclusion of the next Annual General Meeting and to fix their remuneration.

By Order of the Board of Directors

For POONAWALLA INVESTMENTS &


INDUSTRIES PRIVATE LIMITED

PLACE: Pune Sd/-


DATE : 05/08/2013 DIRECTOR

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 THE
PROXY NEED NOT BE A MEMBER OF THE COMPANY.
POONAWALLA INVESTMENTS & INDUSTRIES PVT. LTD.
Reg. Off :- S. No. 268, Off Soli Poonawalla Road, Hadapsar, Pune -411028

DIRECTORS' REPORT

Your Directors present the THIRTY NINETH Annual Report together with the audited
accounts of your Company for the year ended 31st March 2013.

HIGHLIGHTS OF THE YEAR

The year under review discloses a Loss of Rs. 1,14,48,786/-.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public for the year ended 31st March,
2013.

DIRECTOR

Dr. C S 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, 2013 and of the loss
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 to 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.

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 : 5th August 2013 CHAIRMAN
PATKI & SOMAN
Chartered Accountants
101/102,Parmesh Plaza, 1213, Sadashiv Peth, Near Hatti Ganpati, Pune -411030

INDEPENDENT AUDITORS’S 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, 2013, 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, 2013;

ii. in the case of the Statement of Profit and Loss, of the loss 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,
2013 and taken on record by the Board of Directors, none of the Directors of the
Company is disqualified as on 31st March, 2013, 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,

Sd/-
(S.M.Patki)
Pune PARTNER
Date:- 29 June 2013 Mem. No.037315
F.R.No.107830W
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 / income tax / custom tax / wealth
tax / service tax / excise duty / cess, hence, this clause is not applicable.

(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

Sd/-
Place: Pune S M PATKI
Date : 29 June 2013 Partner
F.R.No-107830W
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

BALANCE SHEET AS AT 31ST MARCH,2013


As at As at
Note March 31, 2013 March 31, 2012

I EQUITY AND LIABILITIES

1 Shareholders' Funds
(a) Share Capital 3 98 60 000 98 60 000
(b) Reserve & Surplus 4 261 04 19 365 264 61 08 875
262 02 79 365 265 59 68 875

2 Non-current Liabilities
(a) Other Long term Liabilities 5 16 12 856 16 12 856
(b) Long Term Provisions 6 16 27 538 11 86 619

32 40 394 27 99 475

3 Current Liabilities
(a) Trade Payables 7 1 32 390 2 75 557
(b) Other Current Liabilities 8 14 82 528 14 07 252
(c) Short term Provisions 9 13 89 49 651 11 09 69 662
14 05 64 569 11 26 52 471

Total … 276 40 84 328 277 14 20 821

II ASSETS

1 Non Current Assets


(a) Fixed Assets
Tangible Assets 10 18 94 86 083 16 39 16 490
(b) Non current Investments 11 211 54 66 378 190 30 34 629
(c) Deferred tax Assets-net 12 1 78 47 397 1 74 59 939
(d) Long term Loans & Advances 13 72 86 783 72 86 782
233 00 86 641 209 16 97 840

2 Current Assets
(a) Inventories 14 3 14 82 897 15 09 77 192
(b) Cash and Bank Balances 15 1 88 06 887 6 87 19 369
(c) Short term Loans and Advances 16 38 37 07 903 46 00 22 648
(d) Other Current Assets 17 - 3 772
43 39 97 687 67 97 22 981

Total … 276 40 84 328 277 14 20 821

NOTES FORMING PART OF THE ACCOUNTS 2

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
Sd/- Sd/-
DR. C.S.POONAWALLA Mr. A.C. POONAWALLA
Sd/- Chairman Director
S.M. PATKI
Partner
F.R. NO. 107830W
Sd/-
PLACE : Pune VINIT JOSHI
DATE : 29 June 2013 Company Secretary
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED
Note-1
Company Information

The Company is an Investment Company, registered with Reserve Bank of India as a


Non-Banking Finanacial Company. Based on its assets size it is further classified
as systematically important NBFC- Not accepting Public Deposits (NBFC-ND-SI)

forming part of the Balance Sheet & Profit & Loss Account
Note -2

A)Statement of significant accounting policies are prepared on the assumption of


1 Accounts are prepared on the asumption of
a) Going Concern
b) Accrual
c) Historical Cost and are consistently followed

2. Revenue Recognition
a. Dividend Income is recognised when the right to receive the payment is established.

b. All expenses and income are generally accounted for on accrual basis

3. Capitalisation :
All direct expenses attributable to fixed assets acquired are capitalised.

4. Fixed Assets :
Fixed Assets are valued at cost less 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. 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.

5. Method of Depreciation :
Depreciation on fixed assets has been provided on written down value basis at the rates
prescribed under Schedule XIV of the Companies Act 1956.

6. 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.

7. Taxation
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.

8.Valuation of Shares Securities :


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
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

forming part of the Balance Sheet & Profit & Loss Account
Note-2

9. Retirement Benefits :
Company's Contribution to Provident Fund and Pension Scheme is charged to Profit & Loss Account.
The Company has obtained suitable insurance cover from Life Insurance Corporation of India under the
Gratuity Scheme for its employees and premium paid based on actuarial valuation is charged to Profit &
Loss Account.
10. 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.

11. 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 statements.

12. 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
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

forming part of the Balance Sheet & Profit & Loss Account
Note 2

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
2012-13 2011-12
Employer's Contribution to Provident Fund 4 56 995 3 86 427

Employer's Contribution to Pension Scheme 32 460 32 460

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 2013

a) Changes in present value of obligations


Particualrs Gratuity Leave
Encashment
(Funded) (Unfunded)
Present value of obligations at the 12 88 227 5 27 645
beginning of the year

Interst Cost 1 03 058 46 169


Current Service Cost 1 28 889 71 935
Benefits Paid - 73 320
Acturial (Gain)/Loss obligations 1 24 475 1 66 483
Present value of obligations at the end 16 44 649 7 38 912
of the year
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

forming part of the Balance Sheet & Profit & Loss Account
Note 2

b) Changes in fair value of plan assets


Particualrs Gratuity Leave
Encashment
Fair value of plan assets at the 5 83 731 -
beginning of the year

Expected return on plan assets 1 26 770 -

Contributions 8 33 385

Benefits Paid

Acturial (Gain)/Loss on plan assets - -

Fair value of plan assets the end of the year 15 43 886 -

POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

Schedule
forming part of the Balance Sheet & Profit & Loss Account
Schedule 2

c)Expenses recognized in statement of Profit & Loss

Particualrs Gratuity Leave


Encashment
Current Sevice Cost 12 889 71 935

Interest Cost 1 03 058 46 169

Expected return on plan assets - 1 26 770 0

Acturial (Gain)/Loss 1 24 475 1 66 483

Net Cost 2 29 652 2 84 587

d)Assumptions used in accountimg for gratuity & levae encashment

Particualrs Gratuity Leave Encashment

Discount Rate 8.00% 8.00%

Salary escalation rate 7.00% 5.00%


POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

Note
forming part of the Balance Sheet & Profit & Loss Account
Note -2

2 FOREIGN CURRENCY TRANSACTIONS

Particulars Current Previous


Year Year

Expenditure

Investments 14 90 94 543 -

Receipts - 26 32 40 545

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 1 45 000 1 45 000
ii)Tax Audit Fees 15 000 15 000
iii)Reimbursement of 4 000 4 000
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.

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.2,07,726 (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 (ReserveBank) Directions 2007.

8 Profit /Loss from Partnership Villos Poonawalla Greenfield farm for financial Year 2012-13 not considered
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

forming part of the Balance Sheet & Profit & Loss Account
Note-2

9 In case of Long Term Investment held by the Company, management has reviewed the entire situation
& is of the view that the flactuatuin is temporary in nature, however as a prudent practice, an amount of
Rs. 3,00,00,000 has been provided for dimunition 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 incurred a loss during the year hence no amount has been transferred to Special Reserve.

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

Signature to Notes 1 to 23
As per our report of even date.

For PATKI & SOMAN For & on behalf of the Board


Chartered Accountants

Sd/- Sd/- Sd/-


S.M.Patki Dr.C.S.Poonawalla A.C.Poonawalla
Partner Chairman Director
F.R. NO. 107830W
Sd/-
Place:-Pune Vinit Joshi
Date : 29 June 2013 Company Secretary
Poonawalla Investments & Industries Private Limited
Notes
Forming part of the Balance Sheet (Figures in Rupees)

Note 3 As at As at
31st March,2013 31st March,2012

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 2013 31 Mar 2012
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. C.S.Poonawalla - - 26.82% 2 645
2 Dr Poonawalla - Managing Trustee 25.35% 2 500 - -
of CPF Trust
3 Adurjee & Bros Private Limited 22.06% 2 175 22.06% 2 175
4 Cyza-Chem Private Limited 6.09% 600 6.09% 600
5 Corpint Investment Private Limited 22.46% 2 215 22.46% 2 215
6 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,2013 31st March,2012

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 27 18 22 314
Add : Current Year Transfer - 2 36 90 488
Less: Written Back in Current Year - -
Closing Balance 29 55 12 802 29 55 12 802
PROFIT & LOSS ACCOUNT
Balance transferred from Profit & Loss Account 178 73 15 344 169 33 64 373
Add : transferred from Profit & Loss A/c -1 14 48 786 11 84 52 439
Less :transferred to Special Reserve Nil 2 36 90 488
Add Provision
: transferred
againstfrom Profit
Standard & Loss A/c
Assets 7 59 276 8 10 980
Written Back
Less: Provision for NPA 2 50 00 000
Less :transferred to General Reserve Nil 175 16 25 834 178 73 15 344

Total … 261 04 19 365 264 61 08 875


Notes to Accounts :
a. Special Reserve is created as per rules & guideline prescribed by RBI for NBFC

Note 5 As at As at
31st March,2013 31st March,2012

Other Long Term Liabilities


1 Others 16 12 856 16 12 856

Total … 16 12 856 16 12 856


Other includes Advance for Sale of Land & Employees Deductions
As at As at
Poonawalla Investments & Industries Private Limited 31st March,2013 31st March,2012
Note 6
Long Term Provisions
Provision for employee benefits

1 Provision for Gratuity 8 88 626 6 58 974

2 Provision for Leave Encashment 7 38 912 5 27 645

Total … 16 27 538 11 86 619


Notes to Accounts :
1 Provision for employee benefits includes
Provision for Leave Encashment is determined based on acturial valuation report

Note 7 As at As at
31st March,2013 31st March,2012
Trade Payables
1 Sundry Creditors 1 32 390 2 75 557

Total … 1 32 390 2 75 557

Note 8 As at As at
31st March,2013 31st March,2012
Other Current Liabilities
1 Others 14 82 528 14 07 252

Total … 14 82 528 14 07 252

Notes to Accounts :
Others include TDS, Professional Tax, etc.
Note 9 As at As at
31st March,2013 31st March,2012
Short Term provisions
1 Provision for employee benefits 11 19 224 9 79 958

2 Provision for Income Tax 11 27 74 723 10 91 74 724

3 Others 2 50 55 704 8 14 980


Total … 13 89 49 651 11 09 69 662
Notes to Accounts :
Others include Outstanding Liab. & Prov.for NPA
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. 01.04.2012 31.03.2013 01.04.2012 Year Deletion 31.03.2013 31.03.2013 31.03.2012

A Tangible Asset :

1) Freehold Land 2,358,339 - - 23 58 339 - - - 23 58 339 23 58 339


2) Buildings 164,921,007 - - 16 49 21 007 4 83 67 261 58 27 670 5 41 94 931 11 07 26 076 11 65 53 746
3) Plant & Machinery - R&D - - - - - - - - - -
4) Plany & Machinery - Others 1 31 72 125 - - 1 31 72 125 1 19 38 842 1 64 986 - 1 21 03 828 10 68 297 12 33 283
5) Furniture, Fixtures & 5 23 65 651 - - 5 23 65 651 2 35 21 972 52 20 706 - 2 87 42 678 2 36 22 973 2 88 43 679
6) Vehicles - Others 35 62 320 5 10 69 759 98 776 5 45 33 303 32 88 515 1 22 53 355 98 669 1 54 43 201 3 90 90 102 2 73 805
7) Office Equipments 2 30 49 838 - - 2 30 49 838 83 96 200 20 33 342 - 1 04 29 542 1 26 20 296 1 46 53 638

sum … 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

Previous Year 35 24 99 463 22 000 9 30 92 183 25 94 29 280 11 70 61 834 1 97 77 767 4 13 26 811 9 55 12 790 16 39 16 490 23 54 37 629
Poonawalla Investments & Industries Private Limited As at As at
Note 11 31st March,2013 31st March,2012
Non Current investments
A) Trade Investments

a Quoted Investments
1) Xenetic Plc.UK 26 28 93 998 26 28 93 998
64 ,77, 500 shares of 0.5 pens 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,2013 31st March,2012

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) Andaman Finance & Investment Private Limited - 8 40 000


(P.Y 6,000 shares of Rs.100/- each)

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


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

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


1,010 shares of Rs.100/- each

10) Classic Co-operative Housing Society Limited 500 500


10 shares of Rs.50/- each

11) Vidya Sahakari Bank Limited 25 000 25 000


250 shares of Rs.100/- each

3 89 25 825 3 97 65 825
.
c Unquoted - Preference Shares

Under the Same Management

1 Cyza-Chem Private Limited 45 00 000 45 00 000


45,000 6% Redeemable Non-cumulative Preference
Shares of Rs.100/- each
45 00 000 45 00 000
Others
1) Citi Technology Park Private Limited 11 61 75 000 11 61 75 000
1,16,17,500 8% Redeemable Non-cumulative Preference
Shares of Rs.10/- each

Poonawalla Investments & Industries Private Limited As at As at


Note 11 31st March,2013 31st March,2012
Non Current investments
2) Chanda Investment & Trading Co Private Limited 38 81 000 38 81 000
38,810 6% Redeemable Non-cumulative Preference
Shares of Rs.100/- each

3) Soverign Pharma Private Limited 2 25 00 000 2 25 00 000


2,25,000 8% Redeemable Non-cumulative Preference
Shares of Rs.100/- each
Total … 14 25 56 000 14 25 56 000
d In Partnership Firms :

1) Sarosh Apartments
Fixed Capital 50 000 50 000
Current Capital 23 46 850 23 96 850 20 08 600 20 58 600
2) Villos Greenfield Farms
Fixed Capital 25 000 25 000
Current Capital 3 97 51 978 3 97 76 978 8 40 28 311 8 40 53 311

Total … 4 21 73 828 8 61 11 911


Notes to Accounts
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 -
The 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.
B) Other Investments
Investment in Equity Shares (quoted)
1) Bharat Heavy Electrical Limited - 1 18 49 289
(P.Y 25,000 shares of Rs. 2/- each)

2) Steel Authority of India Limited 92 84 492 92 84 492


48,759 shares of Rs. 10/- each

3) Suzlon India Limited 5 844 5 844


30 shares of Rs. 2/- each

4) Nextgen Animation India Limited - -


19,000 shares of Rs. 10/- each

5) Bajaj Finance Limited - 1 79 99 574


(P.Y 25,434, shares of Rs.10/- each)
-
Poonawalla Investments & Industries Private Limited As at As at
Note 11 31st March,2013 31st March,2012
Non Current investments
6) Bajaj Holdings Limited - 1 69 70 565
(P.Y 20,000 shares of Rs. 10/- each)

7) Videcon Industries Limited - 2 36 59 822


(P.Y 1,36,250 shares of Rs. 2/- each)

8) Deccan Chronical & Herald Limited 98 39 469 98 39 469


86,000 shares of Rs. 2/- each

9) India Cements Limited 4 39 38 306 4 39 38 306


4,23,126 shares of Rs. 10/- each

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


10,220 shares of Rs. 10/- each

11) Walchandnagar Industries Limited 53 38 182 -


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

12) Punj Lloyd Limited 11 59 620 -


25,366 shares of Rs. 2/- each

13) Mukand Limited 9 05 723 -


33,039 shares of Rs. 10/- each

14) Microtech Limited 60 87 067 -


1,86,638 shares of Rs. 10/- each

15) Lloyd Steel Limited 8 85 806 -


85,859 shares of Rs. 10/- each

16) Corehealth Education Limited 2 64 06 789 -


5,06,187 shares of Rs. 2/- each

17) Credit Analisys Research Limited 25 05 54 566 25 05 54 566


3,97,500 shares of Rs. 100/- each
Total … 37 59 56 468 38 41 01 927
Market value of Quoted investments in Equity
Shares as on 31st March 2013 is Rs. 42,24,,24,796/-)
(Previous Year Rs. 21,09,86,407/-)
Poonawalla Investments & Industries Private Limited As at As at
Note 11 31st March,2013 31st March,2012
Non Current investments
Investment in Mutual Funds (quoted)
1) HDFC FMP 370 D - 10 00 00 000
(P.Y 1,00,00,000 units of Rs. 10/- each)

2) ICICI Pru FMP Series 57 1 Year Plan B - 5 00 00 000


(P.Y 50,00,000 units of Rs. 10/- each)

3) Kotak FMP Series 51 Growth - 5 00 00 000


(P.Y 50,00,000 units of Rs. 10/- each)

4) Prundetial ICICI Opportunities Fund 15 00 00 000 -


1,13,87,706 units of Rs. 10 each
Total … 15 00 00 000 20 00 00 000
Market value of Quoted investments in Mutual
Funds as on 31st March 2013 Rs. 16,06,24,729)
(Previous Year Rs.21,47,60,500 )
Poonawalla Investments & Industries Private Limited As at As at
Note 11 31st March,2013 31st March,2012
Securities / Bonds (quoted)

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

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

3) 33 Bonds of LIC Housing Finanace 2017 3 31 73 055 -


Total … 8 52 40 304 9 300

C) Others
1 Venture Fund 32 58 02 655 32 75 56 369

2 Diamond & Jwelleries 31 75 99 984 26 47 18 980

3 Paintings 21 42 24 228 3 52 27 231


Total … 85 76 26 867 62 75 02 580

Provision for diminution of investment 3 00 00 000 3 00 00 000


Total … 211 54 66 378 190 30 34 629

Notes to Accounts :
1 Aggregate amount of quoted investment 81 14 16 180 86 95 61 639
2 Aggregate amount of unquoted investment 18 14 82 070 18 23 22 070
Poonawalla Investments & Industries Private Limited As at As at
Note 12 31st March,2013 31st March,2012
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 57 09 805 53 22 347

3 Other Items 2 94 143 2 94 143

Total … 1 78 47 397 1 74 59 939

Note 13 As at As at
31st March,2013 31st March,2012
Long Term Loans & Advances &
Capital Advances
1 Security Deposits 53 77 880 53 77 880

2 Other Loans & Advances 19 08 903 19 08 902

Total … 72 86 783 72 86 782


Notes to Accounts :
1 Unsecured, considered good 72 86 783 72 86 782
Total … 72 86 783 72 86 782
Note 14 As at As at
31st March,2013 31st March,2012
Inventories
1 Stock-in-Trade 3 14 82 897 15 09 77 192

Total … 3 14 82 897 15 09 77 192


Notes to Accounts :
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 As at As at
31st March,2013 31st March,2012
Cash and Bank Balances
1 Balances with Bank 1 71 58 652 6 71 80 778

2 Cash on hand 16 48 235 15 38 591

Total … 1 88 06 887 6 87 19 369

Poonawalla Investments & Industries Private Limited As at As at


Note 16 31st March,2013 31st March,2012

Short-term Loans & Advances

1 Inter Corporate Deposits 25 00 00 000 31 60 00 000

2 Others 2 68 90 147 5 00 22 068

3 Advnace Tax 10 68 17 756 9 40 00 580

Total … 38 37 07 903 46 00 22 648


Notes to Accounts :
1 Unsecured, considered good 2 68 90 147
2 Doubtful 25 00 00 000 31 60 00 000

Total … 27 68 90 147 31 60 00 000


3 As ICD given has been considered doubtful hence, interest on the
same has not been provided for.
4 Others include loans & Interest Accrued etc.
Note 17 As at As at
31st March,2013 31st March,2012
Other Current Assets
1 Other Advances - 3 772
Total … - 3 772
POONAWALLA INVESTMENTS & INDUSTRIES PRIVATE LIMITED

AS AT 31ST MARCH, 2013


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) 39 09 94 686

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 3 14 82 897
(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 NIL
(iv) Government Securities NIL
(v) Others NIL

Long Term Investments :

(1) Quoted
(i) Shares : (a) Equity 66 14 16 180
(b) Preference NIL
(ii) Debentures and Bonds 8 52 31 004
(iii)Units of mutual funds NIL
(iv) Government Securities 9 300
(v) Others NIL

(1) Unquoted
(i) Shares : (a) Equity 20 19 53 199
(b) Preference 14 70 56 000
(ii) Debentures and Bonds NIL
(iii)Units of mutual funds 15 00 00 000
(iv) Government Securities NIL
(v) Others 90 12 33 287

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 36 59 42 982

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

Market Value/ Break- Book Value


Category up of fair value or (net of
NAV Provisions

1. Related Parties **
(a) Subsidiaries 6 05 30 885 6 05 30 885
(b) Companies in the same group 10 69 96 489 10 69 96 489
(c) Other related parties 1 73 56 075 1 73 56 075

2. Other than related Parties 907142505.9 1106759426


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 25 00 00 000
(ii) Net Non-Performing Assets
(a) Related parties
(b) Other than related parties 25 00 00 000
(iii) Assets acquired in satisfaction of debt NIL
9 CRAR
Items Current YearPrevious Year
I) CRAR (%) 97.51% 100.60%

II) CRAR - Tier I capital (%) 97.51% 100.57%

III) CRAR - Tier II capital (%) - 0.03%


10 Exposure to real Estate Sector
Current YearPrevious 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
Fund based and non-fund based exposures on National Nil Nil
Housing Bank (NHB) and Housing Finance Companies (HFCs)
11 Maturity pattern of certain items of assets and liabilities
(Rs. Crores)
1 dayover 1 months over 2 months
over 3 months over 6 months Over 1 yearOver 5 year Total
to 31 daysupto 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 25.00 2.69 0.73 28.42
Investments * Nil Nil Nil Nil 3.15 183.14 28.55 214.84

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.

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