POONAWALLA INVESTMENTS & INDUSTRIES PVT. LTD. eh Ds FINANCE DIVISION: SAROSH BHAVAN, 16-811, OR, AMBEDKAR ROAD, PUNE-411 001, NDIA “oye sAW2Z po TEL: 01-20. 26197221-5, w FAX :91 - 20. 26133228 mle © CIN Uss983MH1974PTCO17311 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 no 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 Intemational 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 Poonawalla 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 2075, 29” July 2015, 3° September 2015, 9" November 2015, 29" February 2016 and 28" March 2016. Dr. Cyrus S Poonawalla and Mr, Adar C Poonawalla attended all the 6 (Six) meetings. REGISTERED OFFICE : Survey No. 268, Of Soli 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 ‘Qutgo 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 fulfill 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 fulfiling 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 concern 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, 2013, 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; b. 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; ¢. 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 concer 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 pee PLACE: PUNE DR C S POONAWALLA. DATE : 14 AUG 2016 CHAIRMAN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 international 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. 2413.19 Crores, Naukhal Investment Private Limited discloses a loss of Rs. 32.71 Lacs, Serum International 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 2 profit after tax of Rs. 30.43 Crores and Poonawalla Biotech Private Limited discloses a loss of Rs, 4,627/-ANNEXURE Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 81" March, 2016 [Pursuant to section 9248) ofthe Companies Act, 2013 ané rule 12(1) ofthe Comparies (Management ané Adminstration) Rules, 2018 | REGISTRATION AND OTHER DETAILS: 0 OI UssgesteHi974PTC017311 8 Registration Date 23.08.1974 1) Name of the Company = Poonawala investments And incusties Private Limited Iv) Category / Sub-Category ofthe Company : Private Limited Company tinted by shares ‘W) Address ofthe Registered ofce and contact detais:S, No, 268 Off SoliPoonawala Road, Hadapsar, Pune ~ 411028 Contact Detais —020-26197221 ‘W) Whether listed company Yes [No No vi) Name, Address and Contact detals of Registrar and Transter Agent, # any: NA 1 PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY {Allthe business acvtios contributing 10% or moro ofthe total tumover ofthe company shallbe stated SENG] Name and Oescrinion of tain producls 7] NIC Gade of the Produai’ | ¥' total tamover of the company sonvices service 7 NSEC Activiy wa Sere IIL PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES — Se] Naine and adaress oT ihe Company] SINGIN Holding’ Subsidiany | % of shares | Appicabe No Associate held Section [Sera Taste oF Taaia Prvale Linted | UB0SOaPNTGEAPTCOIOAS | Susiary or ery 21212 Off Soli Poonawalla Road, Hadapear, Pune 411028 Z| Naukial lnvestvient vate Liniled | U6? Ta0PNTSBTPTCOSSTST | Susidiary Ba) HET ‘Sarosh Bhavan, 16-B/1 Dr. Ambedkar Road, Pune - 411001 Sa 3 Seam ematonsl BV. Commercial Register” No. Subsidy” : FH 585.27 560, Oranje Naseauian 86, 18 for, 1978 xk Amstoam, The Netherands | Bithoven Botogicais VY Commarea” Regi Ne] Sabaany 37) s5751221 Antonia v Leeuwenhoek 9-13, 3721 WHA Bitnoven, Postbus #57, 372041, _—_LLeitnoten | aes & Bros Private Ue USSGRIPNTGBAPT CORDON? | Associate w70% TH) ‘Sarosh Bhavan, 16-B/1 Dr, Ambedkar Road, Pune - 411001&.] Paonawalla Biotech Prvate Limited | U24251PNZ00GPTOOSIE2S | Associate 0% a6) ‘Sarosh Bhovan, 16-8/1 Dr, Ambedkar Road, Pure - 411001 IV, SHARE HOLDING PATTERN (Equity Share Capttal Breakup as percentage of Total Equity) 1 Category-wise Share Holding Category of Shareholders | Nov of Shares hal Al the beginning ofthe year | No.of Shares held atthe end ofthe year | % Change during the year ‘Bamat | Paysical | Total So Talal | Oomat | Physical” [Total] % of Total Shares Shares A Promoters Tynan 2) reaver aS 1a ae aT : Ts | arm B) Canival Govt 7 : - 7 7 = Sate Gon wy 7 : > - 7 7 = a) Bosies Corp 7 - : : : 7 3) Banks TFT 7 2 = = WAay Oiher ss Babtoial 7 Tae 75 Ta% . fas | as | ame Foreign ‘ay NA dividuals 7 ° : - 7 7 = By Other = naviduale 7 : - = 7 ey Baas Comp 7 5 : 7 : = ‘HBanSTAT 7 : : ; : = _ ey Aay Other. : : > j : 7 = Subtotal (A) B= : = > ; = 7 Total sharehoiaing oF : 1s Tas Tare 7 Ts | as | a > Promoter (A) = (AX1)MAYI2) 1 Puble Shareholcing i inatatons ay tual Funds z : 7 : = = 7 7 ) by Banks TFT 2 7 : 7 7 - : 7 7 ‘G) Central Govt > = 7 A Ht i : 7] Hate Gowts) : - > 7 7 > 7 7 '@) Venture Capital Funds 7 7 7 = =r : insurance Companies T zi > 7 : 2 _ fe OFS 7 es 7 ‘ - 7 7 iy Forelon Venture Capital 7 ‘| > > 7 i - = 7 Funds Totnes wesei : ' ES > ‘Sub-total (BMTi= ~ = ~ = 7 = > = 2 Nontnattations - 3) Boales Cove Tinian Tas Ts |S T [RIS | Fa Overseas =individual shareheldare _ : 7 holding nominal share captal inindividualsharenowers : : 7 holding nominal share captal in excess of Rs 4 lakh 1 Lakh /'6) Otersispeciy) wanaang =} 3806 ——as06-| 8: 3696 00 | EO | RT > ‘Trustee (Cyrus Poona Family Trost). Subtota G)D= TPs | ars | eee | as ares | aa > lal ube Shavehoing | >| avis | TTB | ea Bris | Bris | 988 a B)=(BN 1) B)2 : Shares Re by Cistoaian | > ae asec > for GDRs &ADRS Grand Voie APEC T [ase | 80 T6% = a | 0m 7] i) Shareholding of Promotors 7 in SI] Shareholders Namo ‘Sharahoing We beginning at Wa your] Shavehoiing line Ona The year No We Fil | ak Shaves | No | % Of tal | Hor Shares | % change Wh Shares” | Shares ofthe | Pletged 1 | Shares | Shares ofthe | Pledged | share. holding compeny | encumbered company | encumbered | during the {o total shares to toa | year shares Tae as SP 78 a Tas cz 7 i, Change in Promoters’ Sharcholsing please spect, theres nochange) No Change Re Shareholsing athe | GumnlaveSharehotang beginning ofthe year ring the year No. of | % oFtoal shaves | No of | % of oat shaves shares "| ofthe company | shares "| ofthe company ‘ithe begining ofthe year : | = 7 ‘Dale wee Inswase 7 Decrease We Pramotats Shave Folding duina We | ~ 7 - > yeer spectying the reasons for inctoase / decrease (eg. allctment Kansfer/ bonus) sweat equty et) oe ‘ith End of he year : 7 7 _____W. Sharehokting Pater oftop ton Sharehoters (ther than Diectors, Promoters and Holders of GOR end ADR) a ‘Shareholding atthe | Cumilaive Shareholding No Begining of the year ‘ring the year For Gach ofthe Top T0 Shareholders No. af | % of tal shaes | No. of | % oT ital saves shares "| ofthe company | shares | of the company 12 Foie iterconinenia PivateLinted TAethe beginning ofthe year aE RST | EE Bar Datewise” Thewase 7 Decrease in Shave holding aurng he year > > Bi fspeciyng the reasons for increase I decraase (e.,alolment transfer onus sweat equity et) ais TAL The End of the year of on he Gate of Sopaalon,W Separated Garng | 2225 are | eas REBT theyea) ass a z ‘Corpint Investments Private Limited 7 oe a Ai the beginning of the year cot “RE 22.46% 7215 | Dalé Wise Wrerease 7 Dacaace i Shaie hotang. ding ihe” year | ~ > ee) Specifying the reasons for increase decrease (e.g aloiment wanster Dons / seat equty et) . ins FEE EEE‘ithe End of the year (or on the date of separation, Fseparated during | 7278 Dae | 2S Ta% the year) [377 | Adures & Bras. Pivate Limited ~ Rie bogining ofthe year HS BBE | FITS TO8% Datewise Increase 7 Decrease a Share holding during the year = er 22 06% “speefying the reasons for increase / decrease (@9. allotment / transfer / bonus /sieat equity et) Ht - ‘Atthe End ofthe year (oF Othe dale of Separation, Wsepavated duiing | 2175 206% | 27S 208% the year) a 77 anaging Trustee (Cyrus Poorawala Far Was) ‘Aitha beginning ofthe year 2500 2BB% | 3500 Bae Date wise Increase 7 Oscrease in Share holding during the year > T3007 Bim spectying the reasone for increase / decroase (0g, allotment / transfer / bonus /eweat equity ete cet) ia ‘At the End of the year (or on tha Gate GF Separation, separated during | 2600 535% | 2600 Bem the year) 8.) Gyaa Chem Privaia Lito “Attha bagioning afhie year 7 800 ~e0a% 600 08% ‘aie wise Tnerease 7 Deciéase IW"Share holding during the year 5 > 600 SOI speetving the reasons for nerease / decrease (ag. allotment / transfer / bonus / sweat aqui et): ‘At the End ofthe year (of on the alo of separation, Weeparated Guring ‘00 eoam 00 co the yea) {v) Shareholding of Directors and Koy Managerial Personne! St ‘Shareholding at the] Cumulative Shareholding No, beginning ofthe year luring the year For Each of the Directors and KMP No. of | % of totai shares | No. of | % of total shares shares | ofthe company | shares | ofthe company 7 ] Br. Cys SoH Poonawalia ‘ithe beginning ofthe yoar 1a Tame 1 a Date wise Increase [ Dostease in Shave holding during the year speiying > 1 am the reasons for Increase / decrease (e.g. alotment / transfer / bonus! sweat equily ete): A ie End of ie year 1a Tame as Tarte ‘Wi Adar Cyrus Poonawalla and Wir Vil J6SH, Company Secretary do not howd any shares i the Company V. INDEBTEDNESS Indebtedness of the Company including interest outstancing/accrued but nat due for payment 7 Secured Loans | Unsecured Beposis | Total Excluding deposits | Loans Indebtedness Indeblednese atthe beginning of he francal year Paneipar Amount - interest ae Bak wot paid Tip terest acerued but wot ue : Total isp 7 ange We TaabTeahass rg We WARE eae ‘elationReduciion 7 7 : Wet Change > ; Tndebladnees atthe end ofthe financial year ‘WPancpal Area i Rares aus But nok pala : - Tinterestsczrued but not due > > 7 7 “Total (vip > 7 > T Vi. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, A. Remuneration te Managing Director, Whole-ime Directors andlor Manager: NA, ‘St Particulars of Ramanevation ame of MD TWD Manager| Total Amount 1 | Grose eatery 7 . : 7 {ay Salary as per provisions contained in Schon ITCH) ofthe income-tax Ack 1867] = ° 7 Toh Value of perquiakES Us 172) ncometaK AG, 1961 > 7o Proits io teu of salary Under section 17(8) Tacome tax Act, 1957 7 7 z Stock Option zi 7 : Sweat Equiy > 7 7 7 a) Canimission ‘| 7 7 7 = a8 % of profit / others, spect. 3] Oikets,pisase epecty ‘I 7 : Tatar ay : > > : ‘Calin as par the Ack > 7 7 = 'B, Remuneration to other directors: Si] Barkcilars of Remuneration Name of Biiecior ‘Yolal Arioont 0, Rs) 7 independent Brectors Fae for altending board T commiiee meetings 7 Sede 7 ‘Commission : = = ‘Gihers, pleave speoty > 7 : Total iy 2) Giher Nor Bxecitive Directors De Gyrus S Poenawalla | Wir Adar © Poonawais Fee for attending board / commities meetings Rs 60007- Rs B000- Rs 160007" ‘Comiissi 7 ‘ines, please SpeRTy : > > Toe Re 80007 Rs 80007" Re T6000 Foial OTA Re B00 REBOOO RE SOG "Talal Managerial Remuneration : : > ‘Overall Caiing 6 bar tho Act WK WA. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDIMANAGERMWTD ‘Si ] Pariculars of Remuneration Key Managerial Perserinat CEO Wit Goat | CFO] Total Company Seccotary, Ges aay {@) Salary 25 per provisions contained In section 17(4) of the Income-tax Statement Act, 196% 7 As” per Financat (b) Value of petausites wis 17(2) Incarno tax At, 1964 (6) Bros i feu of salary Under soction 173) Mneame-tax AL TOT : - ‘Seek Option ‘Sweat Equly a) Comission 28 % of prot thers, specty & | Oihere, please Specify ‘Fotar VI PENALTIES / PUNISHMENT/ GOMPOUNDING OF OFFENCES: Tyee Secon of the Companies Act Briel Daserpiion Details of Penalty 7 Punishment! | Authority (ROT | Appeal made, Compounding fees Imposed NCLT/ COURT] | any (give Detalls) 7 COMPAR v Penaily Punishment Compounding B. DIRECTORS Pera Punishment Campaunaing ‘6. OTHER OFFICERS IN DEFAULT Pera Porighment Compounaing Place: Pune Date For and on behalf of the Board of Directors For POONAWALLA INVESTMENTS AND INDUSTRIES: PRIVATE LIMITED. aa DR. CYRUS S, POONAWALLA ‘CHAIRMAN,ws orem fe ee [heres ae RT a Se TE OTTER ETREnd tepoxerne os narmavie conn STF HORT FIST, r [i ac Se SS PND Ty NES wT TT TOR : i FS TE i T iOx DATKI@ SOMAN Chartered Accountants HEAD OFFICE : 101/102, Parmesh Plaza, 1213, Sadashiv Peth, Near Hatti Ganpati, Pune - 411 030. Telefax : 24456748, 24446748 E-mail : shyamkantp@gmail.com, _ patkiandsoman@gmail.com Ref. : Date Independent Auditors Report TO THE MEMBERS OF POONAWALLA INVE PRIVATE LIMITED STMENTS AND INDUSTRIES Report on the Consolidated Financial Statements neial statements of Poonawalla We have audited the accompanying consolidated fi {nvestments And Industries Private Limited (hereinafier referred to as "the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group") and associates, comprising of the Consolidated Balance Sheet as at SIst March, 2016, the Consolidated Profit and Loss Statement. the Consolidated Cash Flow Statement for the year then ended. and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements”) Management's Responsibility for the Consolidated Financial Statements The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act. 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated financial position, consolidated tinancial performance and consolidated eash Hows of the Group including Associates in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. read with Rule 7 of the Companies (Accounts) Rules. 2014, The respective Board of Directors of the companies included in the Group and of associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting trauds and other irregularities: the selection and application of appropy making judgments and estimates that are reasonable and prudent and the design, implementation and maintenance of adequate internal financial controls. that were operating effectively for ensuring the accuracy and completeness nt to the preparation and presentation of the financial ive a true and fair view and are free from material misstatement, whether due fate accounting policies: of the accounting records. relev statements that to fraud or error. which have been used for the purpose of preparation of the consolidated Financial statements by the Directors of the Holding Company. as aloresaid ve BRANCH OFFICE : 639, Sadashiv Peth, Kumthekar Road, Opp. Sweet Home, Pune - 411 030.DATKIS SOMAN CONTINUATION SHEET Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit, While conducting the audit, we have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules mace there under We conducted our audit in accordance with the Standarels on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements atv free from material misstatement An audit involves perfarming procedures to obtain audit evidence about the amounts and the dlisclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements. whether due to fraud or ettor. In making those tisk ssments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the cireumstances. An audit also inelucles evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors. as. well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters Paragraph below. is sufficient and appropriate provide a basis for our audit opinion on the consolidated financial statements, Opinion {In our opinion and! to the best of our information and according to the explanations given to us the aforesaid consolidated 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, of the consolidated state of affairs of the Group, associates as at ist March. 2016, and their consolidated profit and their consolidated eash lows for the year ended on that date LDATKIG SOMAN CONTINUATION SHEET Other Matters {2} Lhe consolidated financial statements include the Group's share of net profit of Rs 52.07.81.495/- for the year ended 31st March, 2016. as considered in the consolidated financial statements. in respect of two subsidiaries and one associate, whose financial statements / financial information have not been audited by us.. These financial statements / financial information have been audited by other auditor whose report has been furnished to us by the Management and our opinion on the consolidated financial statements, in so {av as it relates to the amounts and disclosures included in respect of this associate, and our report in terms of sub-sections (3) and (11) of Seetion 143 of the Act, insofar as it relates to the afforesaid subsidiaries and associate. is based solely on the teports of the other auditor Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respe to our reliance on the work done and the reports of the other atiditors and the financial statements / financial information certified by the Management. Report on Other Legal and Regulatory Requirements 4. As required by Section 143(3) of the Act, we report. to the extent applicable, that. fa) We have sought and obtained all the information and explanations which to the best of our Knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements, {b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors. {c} The Consolidated Balance Sheet, the Consolidated Profit and Loss Statement, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Hinancial statements. {a} In our opinion. the aforesaid consolidated financial statements comply with the Accounting Standards specified unter Section 133 of the Act. read with Rutle 7 of the Companies (Accounts) Rules. 2014 {el On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2016 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies. associate LkDATKI® SOMAN CONTINUATION SHEET companies incorporated in India, one of the directors of the Group companies, associate companies incorporated in India is disqualified as on 31st March. 2016 trom being appointed as a director in terms of Section [64 (2) of the Act. (f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our Report in “Annexure A”, which is based on the auditors’ reports of the Holding company, subsidiary companies and associate companies incorporated in India. Our report expresses an unmoditied opinion on the adequacy ancl operating effectiveness of the intemal financial controls over financial reporting in respect of the Holding Company. its subsidiary companies and associate company incorporated in India. with respect to the other matters to be included in the Auditor's Report in accordance with Rule UL of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the be of our information and according to the explanations given to us: te i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, Refer Note 28(3) to the consolidated financial statements, ii. The Group. associates did not have any material foreseeable losses on long-term contracts including derivative contracts, ii, There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, and ils subsidiary companies, associate companies incorporated in India. For Patki & Soman FRN: 107830W Chartered Accountants € Pati Place : Pune Partner Dates f (Membership No. 037315) 1 AUG 2016Ox DATKIG SOMAN Chartered Accountants HEAD OFFICE : 101/102, Parmesh Plaza, 1213, Sadashiv Peth, Near Hatti Ganpati, Pune - 411 030. Telefax : 24456748, 24446748 E-mail : shyamkantp@gmail.com, _patkiandsoman@gmail.com Ref. : Date ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF POONAWALLA INVESTMENTS AND INDUSTRIES PRIVATE LIMITED Report on the fmernal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of nies Act, 2013 (the Act”) the Comp In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31. 2016. We have audited the internal finaneial controls over Financial reporting of Poonawalla Investments And Industries Private Limited (hereinafter referred t as “the Holdin companies. which are companies incorporated in India, as of that date Company”) and its subsidiary companies and its associate M 1 Controls ayement’s Responsibility for Internal Finanei The respective Board of Directors of the of the Holding company. its subsidiary companies and its associate companies, which are companies incorporated in India. and maintaining internal financial controls based on the internal control over Financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAN, These fe responsible for establishing responsibilities include the design, implementation and maintenance of adequate intemal Financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies. the tion of frauds and errors, the accuracy and of its assets, the prevention and det completeness of the accounting records, and the timely preparation of reliable financial information. as required under the Companies Act, 2013, Auditor's Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over Financial reporting based on our audit, We conducted our audit in accordance with the Guidance Note on Audit of Internat Financial Controls Over Financial Reporting (the ‘Guidance Note”) issued by the ICAL and the Standards on Auditing, issued by ICAL and deemed to be prescribed under section 143(10) of the Companies Act, 2013. t0 the extent applicable to an audit of internal financial controls. both issued by the Institute of Chartered cds and the Guidance Note cequire that we comply with i Accountants of India. Those Stand BRANCH OFFICE : 639, Sadashiv Peth, Kumthekar Road, Opp. Sweet Home, Pune - 411 030.DATKIG SOMAN CONTINUATION SHEET ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and niaintained and if such controls operated effectively in all material respects Our audit involves performing procedures to obtain audit evidence about the adequacy of the internat financial controls system over financial reporting and their operating effectiveness Our audit of imemal financial controls over financial reportin understanding of internal nancial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error cluded obtaining an We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is. suflicient ancl appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting, Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accorckance with generally principles. A company's internal financial control over financial accepted aecounti includes those policies and procedures that (1) pertain to the maintenance of records reportin that. in reasonable detail, aecurately and fairly reflect the transactions and dispositions of the assets of the company: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation oF financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only 3) arding prevention or timely detection of unauthorised in accordance with authorisations of management and directors of the company: and provide reasonable assurance re acquisition. use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limit tions of Internal Financial Controls Over Financial Reporting Based on our audit, there are -no inherent limitations of internal financial controls over Financial reporting, including the possibility of collusion or improper management override of controls. material misstatements due to error or fraud may oecur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to Future periods are subject to the risk that the internal financial control over financial report LPATRI S SOMAN CONTINUATION SHEET may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Holding Company. its subsidiary companies, and its associate companies. od in India, have, in all material respeets, an adequate internal xancia! controls system over financial reporting and such internal Financial controls over s effectively as at Mareh 31, 2016, based on the internal which are companies invorporat fi financial reporting were operati control over financial reporting criteria established by the Company considering the components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of Inclia sential Other Matters Our aforesaid reports under Section 143(3)(i) of the Act on the adequaey and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to | ‘which are companies incorporated in India, is based on the vorresponding associate company. reports of the auditors of such companies incorporated in India, For Patki & Soman stration No. (07830W Chartered Accounta Partner M. No. 037315 pate: ih. 1 AUG 2016 Place: PunePOONAWALLA INVESTMENTS AND INDUSTRIES PRIVATE LIMITED CONSOLIDATED BALANCE SHEET AS AT 3ist_ MARCH ,2016 t 0 ‘Note ‘Amount (Rs) EQUITY AND LIABILITIES 1 Shareholders’ Funds (a) Share Capital 2 98 60 000] (b) Reserves & Surplus 3 7034 42 45 334 (@) Minority interest in Equity 195 34 479] (e) Minority interest In Profit 327309 18 526| 10310 45 56.330] 2 Non-current Liabilities {@) Long Term Borrowings 4 638 68 08 075| (b) Deferred tax Liablities-net 5 3051 33 216| (€) Other Long term Liabilities 6 1705.08 596} (@) Long Term Provisions 7 40 27 37 083 736 71 7 670] 3 Current Liabilities (a) Short term Borrowings 8 98 82 82 813} (b) Trade Payables, 2 152.21 86 784) (e) Other Current Liabilities 10 642 92.47 305| (€) Short term Provisions at 2194 78 13 674] "3088 75 30 576| Total 4125 92 76 576 ASSETS 1 Non Current Assets Fixed Assets Goodwill on Consolidation 34.78 72 142 Tangible Assets 12 41768 00 76 259] tangible Assets 32 3902 82 436| Capital Work in Progress 32 812 92 85 383] Intangible Assets under development 12 278 68 32 580] Non current Investments 33 4576 16 10 031 Long term Loans & Advances 14 20 18 95 301 Other Non-Current Assets 15 1111 21 63 769] ‘a6a1 00 17959] 2 Current Assets (@) Current investments 36 376 66 51.070] (6) Inventories, 17 1238 74 31 735| {¢) Trade receivables 18 1852 04 92 015| (d) Cosh and Cosh Equivalent 19 575 a5 45 978 (@) Short term Loans and Advances 20 2335 99 65 019) (8) Other Current Assets 21 208 62 72.807] 5484 92 58 624 Total .. NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS i- 28 See accompanying notes to financial statements FOR PATKI & SOMAN For and on behalf of the board Chartered Accountants RRND? 10782QW om ‘ 2 A zt fov-—e spar OF.C.S,POONAWALLA $ir.8.C POONAWALLA ner Chairman rector MNoo3To1s 2 ge NIT JOSHI Company Secretar PLACE : Pune DATE | 1 AUG anteSH SOONAWALUA TNVESTHENTS AND INDUSTRIES PRIVATE LIMITED CONSOLIDATED PROFIT & LOSS STATEMENT FOR THE YEAR ENDED JON 31ST MARCH 2016. 1 Revenue Note {a) Revenue from Operations 2 4915 95 83 627| {(b) Other Income (Wet) 23 297 16 38 275] ‘Total Revenue «. 13 12.21 902 sr Expenses (a) Cost of Sales 24 734 18 60 389] (h) Employee Benefits expenses 25 820 34 91 884] {c) Finance Cost 28 25 67 84 925| {a) Depreciation and Amortisation expenses 32 22391 21 847] {e) Other expenses 2 ‘587 40 35 871) ‘Total Expenses .. 3a91 52 94 915| 1 Profit before tax D7zi 59 26 987| IV _ Tax expenses : (a) Current tax 225 69 69 456] (b) Deferred Tax 593 75 848 {(e) Excess/Short Provision written off Net Current Tax a7 83.45 304 Vv Profit after Tax 73489 75 81 683 Share of Profit in Associates 25 49 50.883] Profit transferred to Minor gi 25 14 763) Profit transferred to Balance Sheet 1697 00 17 803] VE Prior period Adjustment Vit Earning per equity share Basic & Diluted 41,721,097 TOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS See accompanying notes to financial statements FOR PATKI & SOMAN For and on behalf of the board Chartered Accountants E O7g208, « — NU i 3m Gxceroonawauin ——Mr.A.CPOONAWALA ce Crcirnon escor Fineora1s ee ACE : Pune in JOSH Company Secretary cate: 1 AUG 201CONSOLIDATED CASH FLOW FOR THE PERIOD ENDED 31st MARCH, 2016 Amount(Rs) A. CASH FLOW FROM OPERATING ACTIVITIES [Not Profit before tax 2721 $926 987| Aajustemeat on Consolidation for Dividend 1362739 140) Net Profit before tax 2857 86 66 126] Adjustments for Depreciation & Amortisation expenses 22391 21 847| (Profityloss on sale/Discarding of fixed assets. net 13627 904 Profiv(toss) on Non Curtent Investments (nel) -26 31 42 406] Interest (paid) 8.62.95 378 Interest (Reed) -194 36 34 455 Dividend income -201 $5.74 824 2022 843] 2669 73 83 410) Inventories -78 86 33 161 “Trade Receivables 224 63 32 310 Loans and advances =120 44 53 903 Other Assets 43 51 740083 Lisbiitis & provisions 203 6233 294 ‘Cash generated from operations 2085 68 84 799] Direct Taxes pad (net of refunds) 497 05 62 370) ‘Neteash ftom operating setvities 1588 63 22 423] B_ CASH FLOW FROM INVESTING ACTIVITIE: Purchase of fixed assets including capital work-in-progress -587 34 98 879 Proceeds from sale of fixed assets 38459797] ‘Sale/(putehase) of Investments -963 83 92 068 Dividend received 201 55 74 826 Interest (Reed) 191 54 41 698] Profiv(loss) on Non Current Investments, 2631 42 406] Other = 2022845] [Not cash from investing activities 1128 12 95 oss © CASH FLOW FROM FINANCING ACTIVIT: (Repayment) Proceeds fom borrowings, net 108 71 49 819] Proceeds fom Share Capital 164 08 63.783 Interest Received: 19 83 62 432 Dividend paid (including tox on dividend) -255 90 31 299 [Net cash (use in) provided by financing activities -102 93 80 125| D_Adjustement for Foreign Currency Translation Reserve 124278 524 INET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS, 369 99 25 773 |CASH AND CASH EQUIVALENTS, beginning of year 208 86 20 205 ICASH AND CASH EQUIVALENTS, end of the year 515 85 45 973 Details of Cash & Cash Equivalents ‘Cash and Bank Balances 575.85 45 973 Total “As per our attached Report of even date FOR PATKI & SOMAN | See wa Nh fe A fe - Dr-GS.POONAWALLA—Hr:A..POONAWALLA Chairman Director MINo.037315 PLACE : Pune DATE4:POONAWALLA INVESTMENTS AND INDUSTRIES PRIVATE LIMITED Note 1: Notes forming part of the Consolidate Financial Statements Significant Accounting Policies Basis for Consolidation ‘The Consolidated Financial Statements relate to Poonawalla Investments and Industries Pvt Limited (‘the Holding Company’), its Subsidiaries (together constitute ‘the Group’) and its associates. The Consolidated Financial Statements have been prepared on the following basis: a) b) ) d) e) ) The Financial Statements of the Holding Company and its Subsidiaries have been consolidated on line-byline basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and unrealised profits or losses as per Accounting Standard 21 ‘Consolidated Financial Statements’, as prescribed under section 133 of the Companies Act, 2013 and the relevant provisions of the Companies Act, 2013. These Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in the similar circumstances, Investments in associates have been accounted for by the equity method of consolidation from the date on which it falls within the definition of associates as per Accounting Standard (AS) - 23 “Accounting for Investments in Associates in Consolidated Financial Statements”, Financial Statements of Foreign Subsidiaries, (considering it as integral foreign operations) have been translated to Indian Rupees on the following basis: i. Allincome and expenses are translated at the average rate of exchange prevailing during the year if not at actual transaction rate. ii, Monetary and non-monetary assets and liabilities are translated at the closing rate as on the Balance Sheet date. iii, The resulting exchange difference is accounted in ‘Foreign Currency Translation Reserve’ andcarried in the Balance Sheet. ‘The Consolidated Financial Statements of the Group include financial statements of certain subsidiaries prepared as of a different date from that of the Holding Company's financial statements, Adjustments for effects of significant transactions and events that have occurred between the date of the financial statements of these subsidiaries and the date of the Holding Company's financial statements are made in the Consolidated Financial Statements. The excess of cost of investment in Subsidiaries over the share of equity in Subsidiaries as at the date of making the investment is recognised in the financial statements as Goodwill on Consolidation. Goodwill on consolidation is not amortised. However, the same is tested for impairment at each Balance Sheet date. The excess of share of equity of Subsidiaries over the cost of acquisition of the respective investments as at the date of making the investment is treated as Capital Reserve. The Group's investment in associate includes Goodwill / Capital Reserve identified on the date of acquisition. Minority interest in the net assets of Subsidiaries consists of: |. the amount of equity attributable to the minorities at the date on which investment in Subsidiary is made, and ll, the minorities’ share of movements in equity since the date the parent-subsidiary relationship came into existence 4-