POONAWALLA INVESTMENTS & INDUSTRIES PVT. LTD. FINANCE DIVISION : SAROSH BHAVAN, 16-8/1, DR. AMBEDKAR ROAD, PUNE - 411 001. INDIA TEL: 91 +20 -26137221-5, © FAX 91 - 20- 26133228 CIN US5993MH1974PTCO17311 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 - uring 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 8V and Bilthoven Biologicals BV and two associates namely Adurjee & Bros. Private Limited and Poonawalla Biotech Private Limited. 4 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 2015, 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, Off 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 earings 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 fulfilling 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 3st 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 concern 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 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 DR C S POONAWALLA 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 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. 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 (31.12.2018) 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. 4,827/-ANNEXURE, Form No. MGT:3 EXTRACT OF ANNUAL RETURN 26 on the nancial year ended on 31" March, 2018 [Pursuant to section 92(2) ofthe Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 |. REGISTRATION AND OTHER DETAILS: ) CIN Ussegsuesto7aPTcor73t1 i) Registration Date: 25.03.1974 iy Name of he Company Poonawalia Investments And industries Prvate Limited 'v) Category / Sub-Category of the Company Private Limited Company lined by shares \) Address ofthe Registered office and contact details: S. No. 268 Of Sol Poonewalla Road, Hadapaar, Puno ~ 451028 Contact Detais ~020-26157221 ‘¥) Whether listed company Yos /No No vi) Name, Adaress and Contact cetals of Registrar and Transter Agent, any: NA. Ul PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY [Al the business activites contributing 10 % oF more ofthe total turnover ofthe company shall be stated SUNo. | Name and Desciipton of miei products 7] NIG Code of the Produ | % to total tumaver ofthe company 7 BFC Aaiviy a8 Ic Tim Ill PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - ‘Si. | Name and adress ofthe Company | CINGIN Holang? Subsidiary | % of shares | Appicabie No Associste hele Section 1 | Sevan Tiss of india Private Lnled | UBOSOSPNTaSAPTCOS2BNS | Susidiany Ca] BET) 2122 Off Sof Poonawalla Road, Hadapsar, Pune 411028 2] Naukhal Tnvestnient Private Linted | US7IZOPNIGOIPTCOSOTST | Susidiany Be | 67) Satosh Bhavan, 16-811 Dr, Ambedkar | Road. Pune -4is001 uaa ‘Serta international BV. Commercial Register No” | SUbsaay = 26 1555.27.58. Oranje Nasseulaan $5, 1st floor, 1075 AK Amsterdam, The Netherlands | Bihover Biologicals BV ‘Commercial Register No. | Subsidiany 5 Ber 83751221 Antonie v Leewwenhoekin 9-13, 3721 IMA Bithoven, Postbus 457, 3720AL, saithoven a 5 | Adurjes & Bros Private Limited ‘U6ESZTPNI994PTCOBIO77 | Associate 48.70% 26) Sarosh Bhavan, 16-8/1 Dr, Ambedkar Road. Pune -41 1001"| Posnawaila Biotech Private Limited | U2423iPNZOOSPTCOZIEZS | Associaie 30% 26) Sarosh Bhavan, 16-B/1 Or. Ambedkar Road, Pune - 441001 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category. ise Share Holding _ ot Gatagory af Shareholders | No of Shaves held athe begining ofthe year [No.of Shaves held atthe ond of the year [Ve Change during the year Demat | Pryskal Total] % of Total | Demat | Piyscal [Total % of Totat Shares Shares. ‘Premiers iyinaian ay InavaTAUF 1 ae | am > ae ae a | By Central Gow * 7 ss 7 Stato Gout : : > > : : : 7 “d) Badies Carp : ‘ > : : : 7 7 @) Banks FI : : : 7 7 Any One 7 Suab-tetal AY Ci) 16 cs Ta @ Foreign ‘ay NR naoals : : > : 7 7 7 > . ‘By Other = Tnivials > : : > 5 7 > 7 Backes Cars, : > : 7 > : @ BarKSTAT rE eete : : . : 7 7 7 7 ‘Any Orta > : : 7 : : 7 SubtaT AT = > : 7 > > > ‘otal — shareholding of | ve cc are > TS | as | are ss Promoter (A) = (AK t}AX2) ‘8. Public Sharchoicing i instiavons 3) Matual Funes ° > : > : 7 7 yanks TFT > : 7 : = > 7 0 Cental Got - : 7 > > 7 7 GSiate Govt = > > 7 7 7 9) Venture Capital Funds s : > > > : : 7 W ineurance Companies = 7 > ‘are 2 > > > : 7 : 7 Wy Foreign Venture Capi Funds [Others (epaciny 7 : 7 Sub toaTBM= : ; 5 = : 7 7 7% Non-insttions 2) Bodies Car. ‘Wan Ta TBs | TTI TP Ia Ta RT Ty Overseas : : : : : 7 7 : 7[aii — FEE | individual ‘Sharenowders | i ee = ~ - 7 5 folding nominal share capa | cpt ak ‘iindividual ~~ shareholders: s oo = ~ holing nominal share aptal inexoess of lakh te _ _ Z @) Otherstepeciy) nanaaing | Bod | Bea 2500 | Sabo PERSE : Sustee (Gyrus. Poonewale Femiy Tas Eee Ee ‘Subtal ET =p ars | ars |p eae ae aris | SEH i fiat PubieShaidhoking |) BAS] wae] Bem | Pari Paris aa £B)=(8)(1)+ (BH2) Shares held by Custodian’ ~ = - > = 7 = 5 = Ft for GORS 8 ADRS Grand TORTATERC) : sa6 | aoa | aa Ya | 08% 5 in Serohoting of remotes Si] Sharnoliers Nome | Sharehoing athe beginning Ws year” Shareholing atthe ond oo year No No. of | % of total No. of | % of total | Sof Shares [% change in Shores © | Shares ofthe | Pedged "| Shares | Shares othe | Pledged 1 | share lang cempany | encombered company | eneumoored | during the {otolal shares toot | year shores 1D yas Poonawata wea Toe ae i Change in Promoters’ Sharehelding (please speci, there Is no change) :No Change fe Shareholdng ate | Camulave—Sharahaaing beginning of the year during the year Na. of | % ofttal eharee | Nox of | We oT aT anaTeS Shares | ofthe company | shares | of he company ie aging ote year 5 : 7 = ‘Date wise Increase / Decrease in Promoters Share holding during the | - = ~ ~ 7 Year speiyng the reesons for herease / decrease (e.g. alctmont {ransfer/ponu sweat ogy os) Attho En ofthe year 7 + 2 iv Shareholding Patter of tp ten Shareholders (other han Osectore, Promoters and Holders of CRs and ADRS}: = Shorohoidng at the | Cumdlave—~Shavehoaing No beginning of the year tiring the yor Foi Each oe Yop 10 Sarehoewe Hio. of | % oot shares | No.of | % o eal sas Shares” | ofthe company | shares | ofthe company 7 Fortune intercontinental Private Limited ia 7 ‘ethe Begnng ofthe year 7225 BE |S aT Datewise Theease J Deciease in Shave foling dung the year = op Bam peciyng the reesone for erence | decrease (e.g alltment/vanster Bonus sweat eau etc} ‘Ath End ofthe year (of ot We date of Separation, separated rng | 2225 Bare | as aT the year) | Carat testes Piva United ‘Ae Begg one year 26 Bae ae ed Date wise Increase / Decrease in Share holding during the year | ~ a 35 | 22.46% Spocifng the reasons fornctease (decrease (eg alte taster Bons sweat en ele)End ola your on tha date Of Separation, epaatea aig] “Rae | BBS the year) “Ts E Bias Pais ied 7 ar 7 ‘Aine beginning afte year 7 PE0% | BAPE 00% Date wise incicase’ 7 Deciease th Share holding dori The year =} Bas 06% speciyng the reasons for increase I decroase (eg. albiment transfer! bonus eweat equty ts) 7 7 ‘Ath End ofthe yoar (or on the dale of Separaion, eepavated during | 2¥75 06% | HAT EB% the year) ‘Managing Tastee (Cyius Poonowala Famiy Tat r +l “Fite bagiing oie year 7565 BK | Bw i Datewise tnatease 7 Decrease in” Share holding during the year Eee =| 2506 ae speciving the reacons for incase decrease (eg, alotment /tanster/ bonus sweat eauty et) - ‘Ae End ofthe year (oF on the dal of Seperation, eoparsted during | 2600 2.58% | HO TI the year) ‘yea Chem Private Lod oe ‘Alike begining ofthe year Ga Bam Bia% Dale Wie lnowase 7 Gecease Ta Share holdig dung the year 808% speciving tha reasons for nciease I decrease (e9.alliment /tanster/ onus sweat equly et) Ai the End of the year (oF onthe dale of separation, W separated Girng | 600 Bax | 606 e0a% the year) {y) Sharenolsing of Directors and Key Managerial Personnel: Shareheling atthe | Cumuatve Sharehoting begrning ofthe yaar | dunng tne year For Each of he DVS ana RNP Wo, oF | oftoial shores | No. of | % ofteal shares shares | ofthe company | shares "| of the company ‘br Cys Sol Peonawalia ‘Ate Begining afte yea 3 ie tare pe Ta7% ‘Datewise Inoase 7 Decrease in Shave holding Garg tie year speciyng | 1 Tare the reasone for increase / dearease (eg. actment/tansfer/ bones! steal uly ete) 7 ‘Retho Ene oF year va are |e Tare ‘Noe: Ri Ada Gyius Poonawala and Wr. Vin Joa, Company Secretary do not Wald any eharee w the Company \V.INDEBTEONESS Indebtedness ofthe Company including interest oustanding/acerued but not due for payment Secured Loans | Uneccuted Daposts] Tar Excluding deposis_| Loans Inebtecness Indebisaness athe beginning o ihe Tana year ‘Principal Amount ‘pitereal ue but nt paid {Interest accrued bak not due [Tatar Goren ‘Change Wn Indebtedness during financial year ‘adiionNat Change Tnebiednase at the 6nd of he financial year ‘Prneibal Amaane 7 "i interest dus but not pad ‘interest acowed but not dus VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors andor Manager: NA Baricuars of Remuneration Name of MO TWO Manager ForarAmount Gross Sala a) Salary 28 per provisions contained in Sedion 17(H ofthe lncometax Ae, 1867 _| = (6) Value of perquisites us 1712) lncomertaxAa, 1867 {@) Profs in eu of salary under Secion TTB) Income Taw Act, TST ae ‘Stock Oplion Sweat Eauiy Commission a8 % of poft J others, spect. ‘Others, Pikase spec Taal A Geiing as per the Act 'B. Remuneration to other aractors: Paicuiars of Remuneration Name of Biector Tatar Arvount ®s) Tngependent Directors Fee for aionding board corimiies meatngs Commision ‘Others, please specie Taal Giher Ron Executive Directors Dr Gyius S Poorawalla Tit Adar Poonawall Fee Yor atending board corimitios resting RE 80007 RS 8000 Rs 160007 Commission ‘Gihers please specy Total Re 80007" Re 80007 RS T6000. Toiah BA) Be 80007" ‘Re B00 RS T0007 “Total Managerial Remoneraion ‘Overall Ceiing ae per the Ae” WK WAC. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGERWTD “SL | Padioilars of Remuneration Company Secretary Koy Managerial Personnel i) Grass saiany (@) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 7 ‘As per Financial Statement (©) Value Of perquisites ate T7(A) mame tax Act 1967 Prolite i lau of Salary unar Seaton 17S) eomeTEX Ack, 1967 Beck Option Sweat Equi Commission a8 % of proft/ others, spocty. | Ole, please Spaciy "eial Vil. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: 11 AUG 2016 The Sealon” of the | Bie Description | Dela of Benaliy "Punishment | Authority (ROT Appeal made, i Companies Act Compounding fees imposed | NCLT/ COURT) | any (ave Detais) KCOMPANY Penalty 7 : > — > Punisher = 7 Gampounaina > - > = FEE Pe-DIRECTORS 7] Panaliy 7 5 7 Part = 5 > = ‘Compounding : a > 7 ‘6, OTHER OFFICERS IN DEFAULT Panay : = 7 Fe Parierene > = Gampoundlg y 5 = > Fot and on behalf of the Board of Diectrs For POONAWALLA INVESTMENTS AND INDUSTRIES PRIVATE LIMITED DR. CYRUS S. POONAWALLA (CHAIRMAN Place: Punepreera TESS |S T 7 ra hore sean mace | waewAt —e smeteg] mye pecd|_smvesna| aca esand aT TAT a a Fore Sy a PR RIT [TUT r 7 Twe nomi sanuues eam aanDATKIG SOMAN Chartered Accountants ADDRESS FOR COMMUNICATION : 101/102, Parmesh Plaza, 1213, Sadashiv Poth, Near Halli Ganpat, Pune - 414 080 Ph, :(020) 32845753 Telefax : (020) 24456748, HEAD OFFICE : 639, Sadashiv Peth, Kumathekar Road, Opp. Sweet Home, Pune - 411 030, Telefax : (020) 24454145 mail: shyamkant@vsni.net, — smpatki@icai.org Ref Date INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF POONAWALLA INVESTMENTS AND INDUSTRIES PRIVATE LIMITED. Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of POONAWALLA INVESTMENTS AND INDUSTRIES PRIVATE LIMITED (“the Company"), which comprise the Balance Sheet as at 31° March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give ¢ true and fair view and are free from material misstatement, whether due to fraud or error Auditor's Responsibility non these standalone financial statements based on our audit. Our responsibility is to express an opini We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required ta be included in the audit report under the provisions of the Act and the Rules made there under,DATKI@ SOMAN CONTINUATION SHE We conducted our audit in accordance with the Standards 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 financial statements are free from material misstatement. ‘An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 financial control relevant to the Company's preparation 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 the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ‘our audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 state of affairs of the Company as at 31% March, 2016, and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1, As required by the Companies (Auditor’s Report) Order, 2016 ("the Order”) issued by the Central Government of india in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order. 2. As required by Section 143 (3) of the Act, we report that: {a} 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 {b] In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c)_ The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with oy this Report are in agreement with the books of account. (a) tn our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. [e) On the basis of the written representations received from the directors as on 31" March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31% March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act. l-DATKIG OMAN (f] with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure BY; and (g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us i. The Company does not have any pending litigations which would impact its financial position; li. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii, There were no amounts which were required to be transferred to the investor Education and Protection Fund by the Company. For PATKI & SOMAN Chartered Accountants Firm Reg. No. 107830W Place ; Pune Date > 6 inh ony PARTNER 2 8 SUN 2016 Membership No. 037315Or) DATKI® SOMAN Chartered Accountants ADDRESS FOR COMMUNICATION : 101/102, Pamesh Plaza, 1213, Sadashiv Peth, Near Haiti Ganpal, Pune - 411 030. Ph. : (020) 32345753 Telefax: (020) 24486748, HEAD OFFICE : 629, Sadashiv Poth, Kumathekar Road, Opp. Sweet Home, Pune «411 030, Telefax (020) 24454145 E-mail: shyamkant@vsninet, — smpatki@icai.org Ref. : Date ANNEXURE A TO THE AUDITORS' REPORT ‘TO THE MEMBERS OF POONAWALLA INVESTMENTS AND 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)_ According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company. (i) As explained to us, inventories have been physically verified by the management at regular intervals, No material discrepancies were noticed on physical verification (ii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act, Hence, sub - clauses {a}, (b} and (c) of clause (ti) are not applicable, {iv} The Company has not given any loans, guarantees nor provided any security, as per the provisions of Section 185 and 186 of the Companies Act, 2013, Further, the Company being a NBFC registered with RBI, provisions of Section 186, with respect to its Investment and lending activities, does not apply. Hence, this clause (iv) is not applicable. (v) During the year, the Company has not accepted / does not hold any public deposit. Hence, this clause is not applicable. l-DATKIG S3OMAN CONTINUATION SHEET (vi) The Central Government has not prescribed the maintenance of cost records by the Company under Section 148(1) of the Companies Act, 2023. (vii) {a) According to the information and explanations given to us in respect of statutory dues the Company has generally been regular in depositing undisputed dues, including Provident Fund, Employees’ State insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value added tax, Cess and any other statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of these provident fund, Employees’ State insurance, Income tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value added tax, and other material statutory dues in arrears as at 31 March, 2016 except an amount of Rs. 3,16,134/- payable towards demand raised for Wealth Tax; for a period of more than six months from the date they became payable (b) There are no dues of Income Tax, Sales tax, Service tax, Custom duty, Excise duty, VAT and Cess which have not been deposited as on 31st March, 2016 on account of dispute. (vili) As per the information and explanations given to us, the Company has not taken any loan from any financial institution or bank or debenture holders; hence this clause is not applicable. (ix) ‘The Company has not caised any money by way of public issue or taken any term loans, hence, this clause is not applicable. (x} To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year (xi) Section 197 of the Act is not applicable to @ Private Company hence; this clause is not applicable, (xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company hence; this clause is not applicable, (xii) As per information and records given to us, all transactions with the related parties are in compliance with Section 188 and 177 of Companies Act, 2013 and the details have been disclased in the Financial Statements etc. as required by the accounting standards. (xiv) During the year, the Company has not made preferential allotment / private placement of shares or fully or partly convertible debentures hence, this clause is not applicable. (xv) According to the information and explanations given to us, the company has not entered into any non-cash transactions with director or persons connected with him. KDATKL® SOMAN CONTINUATION SHEET (vi) According to the information and explanations given to us, the company is registered as a NBFC Under section 45 1A of the Reserve Bank of India Act, 1934. For PATKI & SOMAN Chartered Accountants Firm Reg. No. 107830W = Place : Pune Sim para Dates yg yyy PARTNER 2 8 JUN 2016 Membership No. 037315DATKIG® SOMAN Chartered Accountants ADDRESS FOR COMMUNICATION : 101/102, Parmesh Plaza, 1213, Sadashiv Peth, Near Halli Ganpati, Pune - 411 030, (020) 32348753 Telefax > (020) 24456748 HEAD OFFICE : 639, Sadashiv Peth, Kumathokar Road, Opp, Sweet Home, Pune E-mail: shyamkant@vanl.net, smpatki@icai.ora 417 030. Telefax: (020) 24484145, Ref Date ANNEXURE B Report on the internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act”) We have audited the internal financial controls over financial reporting of POONAWALLA INVESTMENTS AND INDUSTRIES PRIVATE LIMITED ("the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date, Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing 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. These responsibilities include the design, imolementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of Its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ 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 Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about LPATKIG SOMAN CONTINUATION SHEET whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of intemal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error We believe that the audit evidence we have obtained is sufficient and 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 accordance with generally accepted accounting principles. A company's internal financial control aver financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately 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 in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations 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 occur 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 reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.