Notice of the 83rd AGM of Poona Club Limited

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The Poona Club Ltd. Registered Office: 6, Bund Garden Road, Pune – 4110 01.

Contact No. : +91 20 26360083/5/6, Email ID: secretary@ poonaclubltd.com , Web Site: www.poonaclubltd.com CIN:U92419PN1931PLC001769

REGISTERED OFFICE : 6, Bund Garden Road, Pune - 411 001

CLUB COMMITTEE : President: Mr. Swastik Sirsikar

(BOARD OF DIRECTORS) : Vice President: Mr. Chandu (CV) Dabhade

COMMITTEE MEMBERS : Mr. Habib Currimbhoy : Mr. Rahul Dholepatil : Mr. Sunil Handa : Mr. Aditya Kanitkar : Mr. Vishnu Kunden

: Mr. Jaideep Patwardhan : Ms. Bela Phadke : Mr. Rohan Pusalkar : Mr. Dilip Sanghvi

SECRETARY : Col. Rakesh Passi (Retd.)

AUDITORS : M.P. Chitale & Co. : Chartered Accountants BANKERS : Axis Bank Ltd Dhole Patil Road Pune – 411 001

ATTENDANCE AT CLUB COMMITTEE MEETINGS DURING THE PE RIOD 28 SEPT 2014 TO 10 AUGUST 2015

Total number of meetings held : 22

1. Mr. Swastik Sirsikar : 22

2. Mr. Chandu (CV) Dabhade, Vice President : 14

3. Mr. Habib Currimbhoy : 18

4. Mr. Rahul Dholepatil : 14

5. Mr. Sunil Handa : 22

6. Mr. Aditya Kanitkar : 16

7. Mr. Vishnu Kunden : 18

8. Mr. Jaideep Patwardhan : 11

9. Ms. Bela Phadke : 15

10. Mr. Rohan Pusalkar : 10

11. Mr. Dilip Sanghvi : 18

TOTAL NUMBER OF MEETINGS HELD DURING THE FINANCAIL YEAR ENDED ON 31ST MARCH 2015 WERE 26.

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NOTICE TO MEMBERS

Notice is hereby given that the 83rd Annual General Meeting of the Members of The Poona Club Limited will be held on Saturday, 26th September 2015 at 10 A.M. at The Poona Club Limited, 6, Bund Garden Road, Pune 411 001, to transact the following business:-

ORDINARY BUSINESS

Resolution 1 (Ordinary Resolutions)

1. To elect Five Members of the Committee (Office Bearers) according to the provisions of Article 35(3) and other applicable provisions of the Articles of Association of The Poona Club Limited (the Club) to hold office from the conclusion of the 83rd Annual General Meeting till the conclusion of the 85th Annual General Meeting and in this regard to consider and if thought fit, to pass the following resolutions as Ordinary Resolutions:

RESOLUTION NO. 1.1: RESOLVED THAT pursuant to Articles 35 (2)(a), 35 (2) (b), 35(3) and 35(4) and other applicable provisions of the Articles of Association of the Club, Mr. Rahul Dholepatil who retires at the conclusion of the 83rd Annual General Meeting and being eligible for re-election be and is hereby re-elected as member of the Managing Committee of the club till the conclusion of the 85th Annual General Meeting.

FURTHER RESOLVED THAT Mr. Swastik Sirsikar, President and / or Mr. C V Dabhade, Vice-President, be and are hereby severally authorised to ensure the filing of Form DIR – 12 with the Registrar of Companies, Pune and to do all such acts, deeds and things as may be required to give effect to this resolution.

RESOLUTION NO. 1.2

RESOLVED THAT pursuant to Article 35 (2)(a), 35 (2) (b), 35(3) and 35(4) and other applicable provisions of the Articles of Association of the Club, Mr. Sunil Handa who retires at the conclusion of the 83rd Annual General Meeting and being eligible for re-election be and is hereby re-elected as member of the Managing Committee of the club till the conclusion of the 85th Annual General Meeting.

FURTHER RESOLVED THAT Mr. Swastik Sirsikar, President and / or Mr. C V Dabhade, Vice-President, be and are hereby severally authorised to ensure the filing of Form DIR – 12 with the Registrar of Companies, Pune and to do all such acts, deeds and things as may be required to give effect to this resolution.

RESOLUTION NO. 1.3

RESOLVED THAT pursuant to Article 35 (2)(a), 35 (2) (b), 35(3) and 35(4) and other applicable provisions of the Articles of Association of the Club, Mr. Vishnu Narayan Kunden who retires at the conclusion of the 83rd Annual General Meeting and being eligible for re-election be and is hereby re-elected as member of the Managing Committee of the club till the conclusion of the 85th Annual General Meeting.

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FURTHER RESOLVED THAT Mr. Swastik Sirsikar, President and / or Mr. C V Dabhade, Vice-President, be and are hereby severally authorised to ensure the filing of Form DIR – 12 with the Registrar of Companies, Pune and to do all such acts, deeds and things as may be required to give effect to this resolution.

RESOLUTION NO. 1.4

RESOLVED THAT pursuant to Article 35 (2)(a), 35 (2) (b), 35(3) and 35(4) and other applicable provisions of the Articles of Association of the Club, Mr. Rohan Vijay Pusalkar who retires at the conclusion of the 83rd Annual General Meeting and being eligible for re-election be and is hereby re-elected as member of the Managing Committee of the club till the conclusion of the 85th Annual General Meeting.

FURTHER RESOLVED THAT Mr. Swastik Sirsikar, President and / or Mr. C V Dabhade, Vice-President, be and are hereby severally authorised to ensure the filing of Form DIR – 12 with the Registrar of Companies, Pune and to do all such acts, deeds and things as may be required to give effect to this resolution.

RESOLUTION NO. 1.5

RESOLVED THAT pursuant to Article 35(2)(b) and other applicable provisions of the Articles of Association of the Club, Mr. Nitin Dattatraya Desai is hereby elected as member of the Managing Committee of the club till the conclusion of the 85th Annual General Meeting.

FURTHER RESOLVED THAT Mr. Swastik Sirsikar, President and / or Mr. C V Dabhade, Vice-President, be and are hereby severally authorised to ensure the filing of Form DIR – 12 with the Registrar of Companies, Pune and to do all such acts, deeds and things as may be required to give effect to this resolution.

RESOLUTION NO. 1.6 RESOLVED THAT pursuant to Article 35(2)(b) and other applicable provisions of the Articles of Association of the Club, Mr. Yogesh Vaghani be and is hereby elected as member of the Managing Committee of the club till the conclusion of the 85th Annual General Meeting.

FURTHER RESOLVED THAT Mr. Swastik Sirsikar, President and / or Mr. C V Dabhade, Vice-President, be and are hereby severally authorized to ensure the filing of Form DIR – 12 with the Registrar of Companies, Pune and to do all such acts, deeds and things as may be required to give effect to this resolution.

Resolution No. 2 (Ordinary Resolution)

To consider and adopt the audited financial statements of the Club including Statement of Income & Expenditure (Income & Expenditure Account) for the financial year ended 31st March 2015 and the Balance Sheet as on that date and to consider the reports of the Auditors’ and Report of the Managing Committee thereon.

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RESOLVED THAT the audited financial statements of the Club including Statement of Income & Expenditure (Income & Expenditure Account) for the financial year ended 31st March 2015 and the Balance Sheet as on that date and the reports of the Auditors’ and Report of the Managing Committee thereon be and are hereby considered and adopted.

FURTHER RESOLVED THAT Mr. Swastik Sirsikar, President and / or Mr. C V Dabhade, Vice-President, of the Club be and are hereby authorized to file the necessary forms with the Registrar of Companies and to do all such acts, deeds and things as may be required.”

Resolution No. 3 (Ordinary Resolution)

To appoint the Auditors to hold office from the conclusion of the 83nd Annual General Meeting and to fix their remuneration:

RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 and all other applicable provisions if any of the Companies Act 2013, M/S. M.P. Chitale & Co, Chartered Accountants be and are hereby appointed as Statutory Auditors of the Club to hold office from the conclusion of this 83rd Annual General Meeting until the conclusion of 88th Annual General Meeting of the Club , subject to ratification of their appointment at every Annual General Meeting and that the Managing Committee be and is hereby authorized to fix their remuneration.

FURTHER RESOLVED THAT Mr. Swastik Sirsikar, President and / or Mr. C V Dabhade, Vice-President, of the Club be and are hereby severally authorized to file the necessary forms with the Registrar of Companies and to do all such acts, deeds and things as may be required.”

SPECIAL BUSINESS

Resolution No. 4

To consider and if thought fit to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act 2013, the Article 2(i) Explanation II and 2 (i) (c ) of the Article of Association of the Club are hereby modified as per Annexure I attached which forms an integral part of this resolution.

FURTHER RESOLVED THAT Mr. Swastik Sirsikar, President and / or Mr. C V Dabhade, Vice-President, be and are hereby severally authorized to file the necessary forms with the Registrar of Companies and to do all such acts, deeds and things as may be required.”

BY ORDER OF THE MANAGING COMMITTEE

Sd/- Col. Rakesh Passi (Retd.) Place: Pune Secretary

Date: 24TH AUGUST, 2015

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NOTES

1. None of the Directors / Members of the Committee have any pecuniary interest in, or

are concerned with the above resolutions, other than in their capacity as Club Members, except (1) Mr. Rahul Dholepatil (2) Mr. Sunil Handa (3) Mr. Vishnu Kunden (4) Mr. Rohan Pusalkar who would be interested to their extent of contesting the elections for the position of, as the Member of the Managing Committee as per Resolution 1.1 to 1.4.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING. HOWEVER NO VOTE SHALL BE RECORDED BY OR THROUGH PROXY EXCEPT ON A RESOLUTION NO. 4 RELATING TO THE AMENDMENT OF THE ARTICLES OF ASSOCIATION.

3. A PROXY APPOINTED TO RECORD THE VOTE ON THE RESOLUTION FOR THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION SHALL BE DEPOSITED AT THE REGISTERED OFFICE OF THE CLUB IN PRESCRIBED FORM MGT – 11 ENCLOSED WITH THIS NOTICE NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR HOLDING OF THE ANNUAL GENERAL MEETING, i.e., AT OR BEFORE 10.00 A.M. ON 24TH SEPTEMBER,2015 ALONG WITH THE IDENTITY PROOF OF THE PROXY. IN DEFAULT,THE INSTRUMENT OF PROXY SHALL NOT BE TREATED AS VALID.

4. Members seeking information on any of the resolutions proposed in this Notice are requested to kindly address their queries to the Secretary, so as to reach not later than 10.00 AM on Tuesday 15th September 2015 so that the necessary information can be made available at the Annual General Meeting.

5. The statement pursuant to section 102(1) of the Companies Act, 2013 in respect of the special business set out under the notice is annexed hereto.

6. Pursuant to the provision of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014 as amended, the Club has provided to its members, facility to exercise their right to vote on resolutions proposed to be passed in the meeting by electronic means. The members may cast their votes using electronic voting system from a place other than the venue of the meeting (‘remote e-voting’).

7. At the time of meeting, in view of new Rules, there will not be voting by show of hands on any resolution proposed in the notice. However poll will be taken for all resolutions.

8. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not to be entitled to cast their vote again during the poll process.

9. Each member shall have to vote in favour of five resolutions proposed for the election to the Managing Committee.

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10. The Ballot / e voting for resolution no 1 .1 to 1.6 will be invalid if the votes cast for members of the Managing Committee are not equivalent to five being the number of vacant posts to be filled in at the ensuing Annual General Meeting .

11. Members whose names are registered in the Register of Members as at 20th, September, 2015 (Cut Off date) shall be eligible to participate in the voting process provided they are eligible to vote as contemplated by Article 31.

12. The instructions for members voting electronically are as under:

i. The e voting period begins at 10:00 AM IST on Tuesday, 22ndSeptember, 2015 and

continues till 5.00 PM IST on Friday, 25th September, 2015. During this period members of the Club whose names are recorded in the Register of Members, as on the cut-off date i.e. Sunday, 20th September, 2015 only shall be entitled to cast their vote electronically provided they are eligible to vote as contemplated by Article 31. The e-voting module shall be disabled for voting after 5.00 p.m. on 25th September 2015.

ii. Cut-off date is 20th September, 2015 (seven days before the date of Annual General Meeting for determining the eligibility to vote by electronic means or in Annual General Meeting)

iii. The Members should log on to the e-voting website www.evotingindia.com .

iv. Click on Shareholders / Members

v. Now enter your User ID

vi. Next enter the Image Verification as displayed and Click on Login

vii. Enter your password

viii. After entering these details appropriately, click on “SUBMIT” tab

ix. Click on the EVSN of the Poona Club Limited on which you choose to vote.

x. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or No as desired. The option ‘YES’ implies that you assent to the Resolution and option ‘No’ implies that you dissent to the Resolution.

xi. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution

details.

xii. After selecting the resolution once you have decided to vote, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and thereafter modify your vote.

xiii. After you “CONFIRM” your vote on the particular resolution, you will not be allowed to modify your vote.

xiv. You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page.

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xv. In case you have any queries or issues regarding e-voting, write an email to [email protected] or contact CDSL help desk at 18002005533 (toll free) / Tel. 022-22728588 / 022- 22725040.

xvi. The members would be able to cast their votes at the meeting through polling paper, if they have not availed the remote e-voting facility. If the vote is cast through remote e-voting facility then the members would not be permitted to exercise their voting right at the poll which would be taken at the time of the ensuing Annual General Meeting.

xvii. The Scrutinizer shall immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in employment of the Club and make, not later than three days of conclusion of the meeting, a consolidated scrutinizer’s report of the votes cast in favour or against, to the Chairman or to any Director or Officer who may be authorized by the Chairman for this purpose.

xviii. The Result of the voting shall be declared by the Chairman or any person authorised by the Chairman on or after the receipt of scrutinizer’s consolidated report. The result along with the scrutinizer’s report will be placed on the Club’s website, www.poonaclubltd. com and on the website of the CDSL – www.cdslindia.com

xix. Subject to receipt of requisite number of votes, the Resolution shall be deemed to be passed on the date of the meeting i.e. Saturday, 26th September, 2015.

13. No business other than the above shall be transacted in the meeting.

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Explanatory Statement

(Pursuant to Section 102 (1) of the Companies Act 2 013)

Explanatory Statement for Resolution 4

The Government of Maharashtra has in its Government Gazette No. Land/3411/84/Prakrapu-1484/J-5, Revenue and Forest Department, Mantralaya, Mumbai 400 032 dated 30/11/2011 passed orders of extension of lease of our lands at the Golf Course as well as the Main Club till 2037 subject to increasing the number of convertees from Gymkhana subscribers to Permanent Membership to minimum 15 each year . However, in the year 2013-14 after discussions with the then Divisional Commissioner and the District Collector, it was agreed that 10 Gymkhana Subscribers would be converted to Permanent Membership each financial year. The recommendation to that effect was forwarded to the Government to make necessary changes in the Gazette. On this backdrop, the Articles of Association of the Club were suitably modified to increase the number of yearly convertees from 5 to 10. However representation made by the Club to convert 10 Gymkhana subscribers each financial year has not been favourably considered by the Government.

Therefore, in view of the above mentioned Government order, it is necessary that the Article 2 (i) Explanation II and 2 (i) (c) would have to be modified to provide for minimum 15 conversions for each Financial Year to enable us to sign the lease deed of the land for granting lease rights in favour of the Club, which will be valid till 2037.

None of the members of the Managing Committee or their relatives or Secretary of the Club has any concern or interest, financial or otherwise, in passing this resolution except in their capacity as member of the Club

BY ORDER OF THE MANAGING COMMITTEE

Sd/-

Date: 24th August 2015 Col Rakesh Passi (Retd) Place: Pune Secretary

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ANNEXURE -1 Changes in Articles of Association as per Resolutio n 4

PRESENT ARTICLES OF ASSOCIATION

PROPOSED ARTICLES OF ASSOCIATION

WHY CHANGES ARE BEING MADE

Article 2(i) Explanation ll : “Gymkhana Subscriber” means a person who is a Senior Class I Gazetted Officer of the Central or State Government posted in Pune and is eligible to apply for the said subscribership to use the Club facilities and may be admitted by the Committee as per provisions contained in the Bye Laws, but will not entitle him/her to any privileges such as voting or the Management of the properties of the Club. Gymkhana Subscribers shall be charged a one-time Membership Fee not exceeding Rs 5000/- on his election as Gymkhana Subscriber and will be required to pay the prevailing yearly subscription. Such subscribership shall be renewable every year, till he/she is in service and after completing 36 continuous months after he/she has become Gymkhana Subscriber while posted in Pune, he/she shall be entitled to apply for Life/Permanent Membership and if elected, shall pay the then prevailing Membership Fees and subscriptions applicable to Life/Permanent Members. Such an applicant shall be allowed to continue as a Gymkhana Subscriber till such time as his/her application is finally decided, provided he/she is still in service and posted in Pune. The Club Committee is authorized to

Article 2(i) Explanation ll : “Gymkhana Subscriber” means a person who is a Senior Class I Gazetted Officer of the Central or State Government posted in Pune and is eligible to apply for the said subscribership to use the Club facilities and may be admitted by the Committee as per provisions contained in the Bye Laws, but will not entitle him/her to any privileges such as voting or the Management of the properties of the Club. Gymkhana Subscribers shall be charged a one-time Membership Fee not exceeding Rs 5000/- on his election as Gymkhana Subscriber and will be required to pay the prevailing yearly subscription. Such subscribership shall be renewable every year, till he/she is in service and after completing 36 continuous months after he/she has become Gymkhana Subscriber while posted in Pune, he/she shall be entitled to apply for Life/Permanent Membership and if elected, shall pay the then prevailing Membership Fees and subscriptions applicable to Life/Permanent Members. Such an applicant shall be allowed to continue as a Gymkhana Subscriber till such time as his/her application is finally decided, provided he/she is still in service and posted in Pune. The Club Committee is authorized to

The Government of Maharashtra has in its Government Gazette No. Land/3411/84/Prakrapu-1484/J-5, Revenue and Forest Department, Mantralaya, Mumbai 400 032 dated 30/11/2011 passed orders of extension of lease of our lands at the Golf Course as well as the Main Club till 2037 subject to increasing the number of convertees from Gymkhana subscribers to Permanent Membership to minimum 15 each year. However, in the year 2013-14 after discussions with the then Divisional Commissioner and the District Collector, it was agreed that 10 Gymkhana Subscribers would be converted to Permanent Membership each financial year. The recommendation to that effect was forwarded to the Government to make necessary changes in the Gazette. On this backdrop, the Articles of Association of the Club were suitably modified to increase the number of yearly convertees from 5 to 10. However representation made by the Club to convert 10 Gymkhana subscribers each financial year has not been favourably considered by the Government.

Therefore, in view of the above mentioned Government order, it is necessary that the Article 2 (i) Explanation II and 2 (i) (c) would have to be modified to provide for minimum 15 conversions for each Financial Year to enable us to sign the lease deed of the land for granting lease rights in favour of the Club, which will be valid till 2037.

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convert Gymkhana Subscribership to Life/Permanent Membership of up to a maximum of 10 such Gymkhana Subscribers each Financial year.

convert Gymkhana Subscribership to Life/Permanent Membership of minimum 15 such Gymkhana Subscribers each Financial year.

Article 2 (i) c) After the 10 applicants have been finalized for a particular financial year, all balance applications received in that year shall lapse

Article 2 (i) c) After the 15 applicants have been finalized for a particular financial year, all balance applications received in that year shall lapse

In view of the reasons mentioned above, the Articles 2(i) Explanation II and 2(i ) ( c) would have to be modified.

MEMBERSHIP STATUS

AS AT 31st March 2014 AS AT 31st March 2015 HONORARY 5 6 LIFE 495 575 PERMANENT 4143 4351 SUBSCRIBERS CORPORATE 273 259 GYMKHANA 172 145 LADY/SPOUSE SUBSCRIBER 342 355 NRI 33 26

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PRESIDENT’S ADDRESS My Dear Fellow Members, Warm Greetings! It gives me immense pleasure in presenting to you the Annual Report for the FY 2014-15. The assimilation of newly-added members has resulted into new friendships, good fellowship and strong bonding which in turn is bringing in positive energy and vibrancy in the Club. The Club has started buzzing throughout the week in all centers and corners, resulting in unprecedented footfalls. It is heartening to know that the members are enjoying various facilities. The quality of food & beverages and entertainment programmes has been enhanced to higher standards. Today our F&B rates are unmatchable. Due to sponsorships, the entertainment programmes are becoming self-sufficient. The services have improved beyond expectations, thanks to the professional training undertaken for the staff. We are enjoying cordial relations with the staff and labour. Recently we formed a Committee called “Internal Complaints Cell” for “women’s sexual harassment at work place” to benefit our lady staff which helps maintain the working environment safer, secured and friendly. Our Club Secretary has successfully increased the efficiency of the administration and he has also developed friendly interaction with members. The overall upkeep, house-keeping, maintenance and ambience are satisfactory. In response to the Prime Minister’s call, we implemented the “Swachchata Abhiyan” at our Club and also celebrated “International Yoga Day”. Discipline and decorum are being maintained to raise the Club’s standards to a higher level. A new venue ‘The Pub’ has been opened for youngsters while the Permit Room has shed its old look. The toilet blocks at the Pub and Billiards terrace have been redone. The Billiards Room and Badminton Courts have been spruced up. The flora and fauna along with the water body attracts more fitness enthusiasts on the jogging track. The serene swimming pool is a favorite destination of many members. Recently the ladies changing room was renovated and the renovation work of the gents changing room is underway. Conscious efforts are being made to conserve water and electrical power to bring down the costs. The Upgradation of our Golf Course is being undertaken. The filtration plant and irrigation system have been ordered while the architect / designer / consultant for the course as well as for the Clubhouse has been finalized and their leg work has begun. The actual course work will begin on 1st October 2015 for the first 9 holes which is expected to be completed by end of March 2016. The second half of 9 holes work will begin on 1st April and should be completed by the end of September 2016. Then our Golf Course is expected to be as good as it was 20 years ago when it was done up first. I am confident that it will be the best course in Pune and will be envied by many and will fetch more subscribers, tournaments and sponsorships. At the Golf Club this year, the expenditure shot up phenomenally due to an increase in the maintenance expenses on the not-so-good condition of the course, unexpected expenses such as laying of the long-pending sewage pipeline, refurbishing of the men’s changing room, mid-way huts, caddy master’s shed, entrance gates with security cabin and repairs of old machines. On the other hand, the income eroded due to less subscribership than budgeted and lack of sponsorships. At the main Club, the income and expenditure are maintained more or less the same as budgeted except for the general maintenance. This was due to unforeseen works taken up while carrying out renovation work of the reception, lobby and lounge area. The two adjoining restaurants, the dining hall viz., the Cedar Lounge and Mayur, the veg. restaurant

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were required to be done up alongside to match the ambience. There is a profit of Rs. 93.51 Lacs as against the budgeted amount of Rs 121.36 Lacs. But in the Golf Club we suffered a loss of almost 2 crores which resulted into an overall loss of Rs. 114 Lacs. In the past our Club has grown as and when the need arose and finances were available. We feel it is necessary to have a holistic development plan ready as the requirement over the years has changed. We must enhance the facilities such as additional parking space, swanky residential rooms, state-of-the-art-gymnasium-cum-spa, covered cinema hall/auditorium, additional swimming pool and increased capacity of all sports centers. The Building & Development Committee with the help of a few senior, professional and experienced members of the Club is working on the same line and very soon the management will present to you the total development plan of the Club. All this is possible because of team work and I thank all the members of the Managing Committee for their participation and unstinted support throughout the year. Special thanks to the Finance Chairman, Mr Dilip Sanghvi for saving costs on various accounts and conducting the membership audit single-handedly, which brings the membership numbers to near perfect now. Kudos to Mr Sunil Handa for getting handsome sponsorships and Mr Habib Currimbhoy for organising well-planned and imaginative entertainment programmes. Thanks also to Mr Marzban Bharucha, the Captain of the Golf Course, all the Sub-Committee members, co-opted members including the Editorial Board and Panel of Authors of our quarterly bulletin ‘Insight’. I am also grateful to all our consultants, including legal advisors, Adv. Ajay Gadegaokar, Adv. Bhalchandra Pathak and his team and most importantly, our Company Law Advisor Mr Mahesh Athawale and his team. I would also like to thank our administrative staff, labour, contractors, vendors and labour union leaders for their active involvement in the progress of our Club. Kind regards, Swastik Sirsikar President

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DIRECTORS’ REPORT

To, The Members, The Poona Club Limited. The Managing Committee takes pleasure in presenting before you the 83rd Annual Report of the Club together with audited annual financial statements for the financial year ended on 31st March, 2015. 1. Financial Results:

The performance during the period ended March 31, 2015 has been as under:

Amount in INR Particulars 2014-15 2013-14 Gross Income 168672604 152865922 Profit/ (Loss) before interest and Depreciation (169766)

15048919

Less Finance charges - - Gross profit/ (loss) (169766)

15048919

Less Provision for Depreciation 61932668 14191115 Net profit/ (Loss) before tax (62102434) 857804 Add/ Less Exceptional Items - - Profit/ (Loss) before Extra-Ordinary Items - - Add/ (Less) Extra Ordinary Items - - Profit/ (Loss) before Taxes (62102434) 857804 Less provision for current year’s taxation 10621565 6030000 Add/ Less Deferred Taxes - - Less Provision for earlier year’s taxation 700166 592898 Profit/ (Loss) for the period from continuing operations (73424165) (4579298) Profit/ (Loss) from discontinuing operations - - Less tax expenses from discontinuing operations - - Net profit/ (loss) (73424165) (4579298) Less Provision for Proposed Dividend and Dividend Tax

- -

Net profit/ (loss) carried forward to Balance-Sheet (73424165) (4579298) The income received from the new membership entrance fees is invested in the safe and secured tax free Government bonds with assured income and in the fixed deposits of the nationalized banks and such financial institutions which has yielded more income than budgeted. Last year’s pending cases of the Income Tax (Appeal) are nearing conclusion and hopefully will be resolved very soon. The audit of Service Tax is complete till FY 2014-15. Assessment of VAT till FY 2009-10 is complete.

We would like to express our profound gratitude to our under mentioned consultants / auditors whose contribution has been invaluable to us:

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• IT Consultants : Mr S U Pathak • Chartered Accountants : CA Ashish & CA Nilesh Khandelwal, Partners of

MZSK & Associates • Statutory Auditors : CA Nitin Limaye Partner of M P Chitale & Co. • Internal Auditors : M/s Chandorkar & Limaye • Service Tax Consultants : CA Sagar Shah of MZSK & Associates • PF/ESI Consultant : Mr M R Belpatre.

2. THE STATE OF THE AFFAIRS OF THE CLUB:

BUILDING & DEVELOPMENT: A number of jobs were undertaken during the year. The new toilets were erected next to the Billiards terrace and Tivoli Garden to facilitate members using the respective areas. The renovation work of 'The Pub’ was completed and opened for youngsters. The renovation work of the permit room is almost complete. The ladies changing rooms area is renovated and the gents changing room renovation work is being undertaken. The various facilities, such as new residential rooms, additional parking space, new well-equipped state-of-the-art gymnasium-cum-spa, covered auditorium including sports centers need to be enhanced or rebuilt at the main Clubhouse. A comprehensive development plan of the main Clubhouse and swimming pool complex for adding another pool is being worked out with the help of a planner. The same will be presented at the earliest. Design of a new Clubhouse at the Golf Course which includes a cafe, restaurant & bar, changing rooms, working gym, pro-shop with baggage store and banquet area, is complete and the work will commence once we seek the required permissions from the Govt authorities.

CATERING AND SPONSORSHIP:

The last financial year witnessed sizeable revenue accrue towards sponsorship – a testimony to the growing popularity and brand value of our Club. M/s Pernod Ricard India (P) Ltd has undertaken a complete renovation of the erstwhile Black Dog Bar with new flooring, furniture and a 55-inch television set much to the delight of our sports lovers! All efforts are being made to improve the catering in our Club, the results of which are seen through the appreciative comments from members. To fulfill the long-standing demand of our youngsters, an Italian menu featuring pizzas, pastas and nachos, is being introduced shortly on a regular basis. Several liquor promotional schemes are being introduced on a regular basis, thereby drastically increasing the turnout and footfalls in the Club.

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ENTERTAINMENT: The Club has started buzzing with excitement and the footfalls in the Club have increased manifold which is very encouraging and satisfying. The opinion is that the Club has become livelier, vibrant and happening, especially every Thursday, Saturday & Sunday – thanks to the Entertainment Programmes, amongst other things. Our strategy is to cater to varying tastes of the members by providing music for music lovers, plays for theatre lovers and movies for movie lovers. It is felt that good entertainment combined with sumptuous food, has primarily been responsible for us having a very successful year. Our innovative and attractive programmes were the talk of the town.

GOLF COURSE:

The Golf Course retained its usual charm and flavour and golfers continue to patronize and enjoy the course and its vibrant, sylvan surroundings. There is feverish excitement in the air as news gets around of the major Upgradation of the course and the Clubhouse shortly. This is bound to swell the numbers in due course.

After many years the Poona Club Golf team has won the inter-Club tournament against Bangalore Golf Club in Bangalore.

We have been able to conclude a reciprocal arrangement with the Bombay Presidency Golf Course wherein members of either Club can play without paying green fees, four times in a month up to a maximum of 40 times a year at the other Club.

HOUSE: The internal health of the Club is looking good and the operations are going on smoothly. The footfalls in the Club have increased considerably and the members seem satisfied and happy. The outdoors and indoors of the Club have been considerably spruced up. Constant effort is being made to ensure that all the 18 Rooms in the Club are comfortable and classy at all times. We are upholstering all the sofas to maintain a fresh look. All the venues are generally fully subscribed. All efforts are being made to ensure highest levels of maintenance and housekeeping and service to ensure that the Club looks fresh, neat, and sought-after. The Jogging track has further been developed and the flora and fauna along with the newly constructed water-body is being taken care of. A comprehensive Code of Conduct has been drawn up to ensure discipline and decorum in the Club and there has been considerable improvement all round on this front. PURCHASE & STORES: The Purchase Sub-Committee continues to ensure strict compliance of the existing Club Purchasing Policy by adhering to the under mentioned procedures:

a) Purchasing only essential commodities. b) Fair & transparent procurement procedures. c) Increase in Vendor base for all fast-moving items to preclude monopoly. d) All efforts made to repair, refit and recycle old items before purchasing new ones.

16

SPORTS:

Value to the existing sports facilities was added by maintaining and further developing the existing sports infrastructure and bringing in a competitive environment by conducting various tournaments. We have encouraged coaching of additional new sports like Boxing, Karate and Pilates in the Club. An Open House for each sport was conducted. This turned out to be a novel forum for interaction with members so that decisions and developments could be understood, planned and implemented. Tournaments & Events: Squash: Kirloskar Open Tournament was held in Dec 2014. Table Tennis: Table Tennis Tournament was held in Jan 2015 Tennis: State Ranking Talent Series Tennis Tournament was in held in Feb 2015. Cricket: The PCPL was conducted in Feb 2015 and an additional summer coaching camp was conducted for members and their guests. Badminton: The Poona Club Ltd v/s PYC Tournament was held in Mar 2015 Billiards: National-level event was hosted in May 2015 and the Club hosted some of the top Indian National-level players. This

hugely benefitted our members. Swimming: Swimming Gala organised in May 2015 was a huge success. Scrabble: National-level Scrabble Championship was held in July 2015. Bridge: National-level Bridge Tournament was held in July-Aug 2015. Development & Upgradation:

• The existing floodlights in the Tennis Courts were redone and are now fully operational.

• Major restoration of wooden flooring of the Badminton court work is in progress even as this report goes to print, including complete renovation of the Badminton shed and lighting.

• The Ladies changing room has been fully renovated at the Swimming Pool and the Gents changing room has been taken up for renovation.

• The Billiards Room toilets have been fully renovated and the billiards tables were refurbished with new cloth. The Billiards room had been spruced up to hold selection trials of the Indian Billiards team in June in which top players of the country participated.

• The Table Tennis & Yoga Shed floor matting has been replaced and the Squash Courts have been repainted and repaired.

STAFFING: Activity levels rose in FY 2014-15 and so did the footfalls. We ensured that cost- effective manpower services were provided on an ‘as-required basis’ for the benefit of members. transfers and rotation of staff in key appointments ensured development, multi-tasking and efficiency. Cordial relations with the staff Union ensured smooth and satisfactory staff-management relations. Almost all labour cases were disposed off. All statutory compliances have been met. Maximum labour claims were settled. The Provident Fund facility was also extended to the management staff with effect from last year. Incentive to staff was provided and rewards were given to those staff who had performed exceptionally well or had displayed exemplary honesty.

17

SYSTEMS: The Systems Committee has taken several necessary and innovative decisions. The goal is to make the IT infrastructure and operations of the Club run as efficient as possible with the latest technology so that we can deliver maximum convenience and ease to the members and staff. Complete re-development of the Club’s website has been done successfully. The website now has a clean, friendly, detailed and useful look and interface. We have put in a new Firewall and also upgraded the bandwidth to give better Wi-Fi connectivity to the members. Upgradation of the outdated IT infrastructure is being done in a phased manner to offer better service and smoother operations. We have resolved most of the long-pending software-related issues . Beginning August 2015, we have implemented a new E-commerce system which will offer online services to the members like bill viewing / online payment, Room & Venue booking, purchase of e vent tickets, Golf Tee-off booking, etc. Digital & Automated Ordering & Billing System: We are introducing a completely new and automated system for ordering food, beverages and liquor at all venues in the Club, including the Golf Course and the Swimming Pool. Tablets with card readers and scanners will be made available at various ordering venues. These will also be equipped with bill printers to make the ordering and payment process efficient and hassle-free. Electronic & Internet Voting: In line with the new ROC requirements and with an idea to provide capability of voting to maximum members, we are implementing Internet voting facility . This secure and convenient system will enable maximum members to cast their ballot, especially those members who are unable to visit the Club during election time due to some reasons. Additionally, normal voting via paper will also be concurrently available for those members who can and wish to physically visit the Club and cast their ballot.

3. DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES

(AC): The Club does not have any subsidiary, joint venture or associate companies and therefore details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not provided .

4. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES (JV), ASSOCIATE COMPANIES (AC): The Club does not have any subsidiary, joint venture or associate companies, and hence details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not provided.

5. AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES: The Club proposes to transfer a sum of INR14,57,95,916 to the reserves.

6. DIVIDEND The Club being a company limited by guarantee without share capital, provisions pertaining to declaration of dividend are not applicable to the Club.

18

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECT ING THE FINANCIAL POSITION OF THE CLUB WHICH HAVE OCCURRED BETWEEN TH E END OF THE FINANCIAL YEAR ENDED ON 31 ST MARCH, 2015 OF THE CLUB TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REP ORT. There have been no material changes and Commitments affecting the financial position of the Club since 1st April 2015 till the date of signing this report.

EVENT BASED DISCLOSURES IN THE DIRECTORS’ REPORT Since the Club is a company without share Capital d isclosures as contemplated by Companies ( Share Capital & Debenture) Rules 2014 are not requi red to be given.

8. DIRECTORS ( Managing Committee Members )

The Club has not appointed any director as additional director in the financial year under report. The provisions regarding appointment of Independent Directors / Women Director are not applicable to the Club. Appropriate resolutions for election to the Managing Committee have been mentioned in the Notice of the ensuing General Meeting.

9. APPOINTMENT AND OR RESIGNATION OF KEY MANAGERIAL PERSONNEL:

The Club being an unlisted Public Company limited by guarantee, without share capital, is not required to appoint any Key Managerial Personnel as contemplated by section 203 of the Companies Act, 2013.

10. NUMBER OF MEETINGS OF THE MANAGING COMMITTEE H ELD: Details of Managing Committee Meetings held during the financial year 2014-15 as required u/s 134 (3)(b) of the Companies Act, 2013 are as under:

First Quarter Second Quarter Third Quarter Fourth quarter April 2014 to June 2014

July 2014 to September 2014

October 2014 to December 2014

January 2015 to March 2015

4 9 5 8

11. DECLARATIONS BY INDEPENDENT DIRECTORS: The provisions regarding declarations by Independent Directors are not applicable to the Club.

12. AUDIT, NOMINATION AND REMUNERATION COMMITTEES:

The provision of Section 177(8) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 {Chapter XII} are not applicable to the Club.

13. CLUB'S POLICY ON DIRECTORS' APPOINTMENT AND REM UNERATION: The provisions of Section 177(8) of the Companies Act, 2013. regarding policy on Directors appointment and their remuneration are not applicable to the Club.

14. EVALUATION OF BOARD OF DIRECTORS, COMMITTEES AN D INDIVIDUAL DIRECTOR:

19

The provisions regarding evaluation by Independent Directors are not applicable to the Club.

15. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAG ERIAL PERSONNEL (KMP) / EMPLOYEES: The provisions regarding remuneration ration of Directors / KMP are not applicable to the Club.

16. DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE CLUB’S HOLDING OR S UBSIDIARY COMPANY OF THE CLUB: There were no such instances during the financial year under report requiring the disclosure under section 197(14) of the Companies Act, 2013.

17. DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING

OR WHOLE-TIME DIRECTOR FROM THE COMPANY’S HOLDING O R SUBSIDIARY COMPANY: None of the Committee Members received any remuneration which is required to be disclosed in the Directors report. Club does not have any Managing or Whole Time Director.

18. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEME NT POLICY: Club does not foresee any specific risk which would threaten the very existence of the Club.

19. DEPOSITS: The Club has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:

A. CONSERVATION OF ENERGY: The club did not take any tangible steps towards this in the relevant financial year. B. TECHNOLOGY ABSORPTION: The club does not have any foreign technology which is to be absorbed and hence details as contemplated by section 134 (3) (m) is not given.

C. FOREIGN EXCHANGE EARNINGS & OUTGO: There were no transactions involving inflow or outflow of foreign exchange in the relevant financial year.

20

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 and Rules framed there under regarding Corporate Social Responsibility are not applicable to the Club since its net profit is less than Rs 5 Crores.

22. SECRETARIAL AUDIT REPORT: The provisions of Section 204 of the Companies Act 2013 and Rules framed there under regarding Secretarial Audit are not applicable to the Club since it is an unlisted public company without share capital and its turnover is less than 250 Crores.

23. AUDITORS:

i) Statutory Auditors: The Auditors, M/s. M. P. Chitale & Co, Chartered Accountants, Pune (FRN 101851W) are proposed to be appointed for next five years (subject to ratification by the Annual General Meeting each year) ii) Cost Auditors: The Club is not required to appoint a cost auditor as per the provisions of section 148 of the Companies Act, 2013.

24. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state that:

a) In the preparation of the Annual Accounts for the financial year ending on

31.03.2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any ;

b) 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 Club at the end of the financial year and of the loss of the Club for the period;

c) 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 Club and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; e) The Directors have devised proper systems to ensure compliance with the provisions

of all applicable laws and that such systems were adequate and operating effectively.

25. REPLY TO AUDITORS QUALIFICATION OR REMARKS OR O BSERVATIONS:

Statutory Auditors Remark: Para No 4 of Auditors Report

(i). Balances under Trade Receivables / Payables and other parties under Short / Long Term Loans & Advances and Current Liabilities are subject to confirmation / reconciliation

(ii). Item-wise particulars of fixed assets (Refer paragraph no. 1(a) of Annexure) are not available. Furniture and dead stock, sold / discarded are deducted from the gross / net block.

(Explanation as per Section 134 (3) (f) of the Comp anies Act, 2013, on the reservations, qualifications or remarks contained i n the Audit Report.)

21

Para 4(i) Balance confirmation letters have been sent to such members of the Club, whose account showed a balance above Rs. 1,000/- as at 31st March 2015. Out of 1021 such confirmation letters sent, the Auditors have received confirmation from165 members, confirming the balance and 6 members have sought clarifications/quoted non receipts of bills. All these queries have been attended to / replied. In the balance of 850 cases, the Auditors have not received any response from such members by the given due date i.e. 23rd June, 2015. As already pointed out in the confirmation letter; it is presumed that these members agree with the outstanding amount in their name. Similarly, all the creditor accounts have been reconciled as on the year-end date. Para 4(ii) - As required by the Schedule II to the Act net carrying value of assets that have no remaining useful life as at March 31, 2014 amounting to Rs.68,33,752/- has been adjusted against the General Reserve. Information regarding the remaining useful life of buildings as at March 31, 1990 is not available. As required by schedule II to Act net carrying value of such buildings as at March 31, 2014 has been adjusted against the General Reserve. Consequently the gross block of buildings, now includes original cost of additions made thereto during the period April 1, 1990 to March 31, 2015. In the absence of information regarding the date of addition of individual items of fixed assets, net carrying value as at March 31, 2014 has been computed by working out the number of days required to reflect the amount of depreciation actually charged in the accounts on additions made during the respective years at the depreciation rates prevailing at that point of time.

26. EXTRACT OF ANNUAL RETURN: The extract of Annual Return u/s 134 (3)(a) and u/s 92 (3) read with Rule 12 of Companies (Management and Administration) Rules, 2014 in Form MGT-9 is attached to the Report as Annexure A .

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT S: The club has not given any guarantees or loans to other persons. Further details of Investments are given in the notes to the Financial Statements. (Note No A-5 of Financial Statements).

28. PARTICULARS OF RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Club’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Club.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASS ED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND CLUB’S OPERATIONS IN FUTURE:

There were no instances during the year attracting the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINA NCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

22

The club has in place adequate Internal Control Systems to provide reasonable assurance for:

• Safeguarding Assets and their usage. • Maintenance of Proper Accounting Records and • Adequacy and Reliability of the information used for carrying on Business Operations.

(I) Key elements of the Internal Control Systems are as follows: (i) Existence of Authority Manuals and periodical updating of the same for

all Functions. (ii) Existence of clearly defined organizational structure and authority. (iii) Existence of corporate policies for Financial Reporting and Accounting. (iv) Existence of Management information system updated from time to time

as may be required. (v) Existence of Annual Budgets (vi) Existence of Internal Audit System.

(II) The Club being an unlisted public company limited by guarantee without share

capital is not required to appoint an audit committee as per the provisions of section 177 of the Companies Act, 2013.

(III) So also provisions of section 138 of the Companies Act, 2013 about appointment of an internal Auditor are not applicable to the company.

(IV) Normal foreseeable risks of the Club’s assets are adequately covered by comprehensive insurance.

31. CORPORATE GOVERNANCE CERTIFICATE: The Club being an unlisted public company, it is not required to obtain compliance certificate from the auditors / practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement.

32. VIGIL MECHANISM: The Club being an unlisted public Company limited by guarantee without share capital and which has not accepted public deposits or whose borrowing from Bank / Public Financial Institution is not exceeding 50 crores, it is not required to establish vigil mechanism Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Club as required under the provisions of Section 22 and 28 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has in place an Policy for prevention of Sexual Harassment in line with the requirements of the Act. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Club did not receive any complaints on sexual harassment during the year 2014-15.

34. ACKNOWLEDGEMENTS: Directors take this opportunity to express their sincere appreciation for the services rendered by the Club’s Bankers, Consultants and Advisors, Material Suppliers, Customers and members for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Club at all levels.

23

For & On behalf of the Managing Committee

Sd/-

Name: Mr Swastik Sirsikar

Designation: President DIN: 00552722

Place: Pune Date: 24 th August 2015

24

ANNEXURES:

A – Extract of Annual Return – MGT – 9.

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2015 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. Registration and Other details: CIN U92419PN1931PLC001769 Registration Date 31.08.1931 Name of the Company The Poona Club Limited Category/Sub -category of the Company

Guarantee company without share capital

Address of the Registered office and contact details

6, Bund Garden Road, Pune – 411001.

Whether listed company (Yes/ No) No Name, Address and Contact details of R&T Agent, if any

Not Applicable

II. Principal business activities of the Company:

All the business activities contributing 10% or mor e of the total turnover of the company shall be stated:

Sl. No.

Name and Description of main products/ services

NIC Code of the product/ service

% of total turnover of the Company

To provide recreational facilities to the members of the Club and their guests. Promote Games, maintain Gymkhana facilities.

931 and 932 100%

III. Particulars of Holding, subsidiary and Associate Co mpanies-

S. No.

Name and Address of the Company

CIN/GLN Holding/ subsidiary/ Associate

% of shares held

Applicable section

Not Applicable . Not Applicable

Not Applicable

Not Applicable

Not Applicable

IV. Shareholding Pattern (Equity share capital break-up as percentage of Total

equity): (i) Category-wise shareholding:

Category of shareholders

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% change during the year

Demat Physical

Total % of Total

Demat

Physical

Total % of total

A. Promoters

Not Applicable .

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

25

(1) Indian a) Individual/HUF b) Central Govt c) State Govt (s) d) Bodies Corp. e) Banks / FI f) Any Other…. Sub-total (A) (1):-

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

(2) Foreign a) NRIs - Individuals b) Other – Individuals c) Bodies Corp. d) Banks / FI e) Any Other….

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Sub-total (A) (2):-

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Total shareholding of Promo

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

26

ter (A) = (A)(1)+(A)(2) B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify)

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Sub-total (B)(1):-

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

2. Non-Institutions a) Bodies Corp. i)

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

27

Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Others (specify) Sub-total (B)(2):-

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Total Public Shareholding (B)=(B)(1)+ (B)(2)

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

C. Shares held by Custodian for GDRs

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

28

& ADRs Grand Total (A+B+C)

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

(ii) Shareholding of Promoters:

S. N.

Shareholder’s name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of shares

% of total shares of the company

% of shares pledged/encumbered to total shares

No. of shares

% of total shares of the company

% of shares pledged/encumbered to total shares

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

(iii) Change in promoters shareholding (Please specify if there is no change):

Sl. No.

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company At the beginning of

the year

Date wise increase/ Decrease in Promoters shareholding during the year specifying the reasons for increase/ decrease e.g. allotment/ transfer/bonus/ sweat equity etc.):

Not Applicable

Not Applicable

Not Applicable

Not Applicable

At the end of the year

Not Applicable

Not Applicable

Not Applicable

Not Applicable

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters

and Holders of GDRs and ADRs): Sl. No.

For Each of the top 10 shareholders

Shareholding at the beginning of the year

Cumulative shareholding during the year

29

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/sweat equity Etc.):

Not Applicable

Not Applicable

Not Applicable

Not Applicable

At the End of the year (or on the date of separation, if separated during the year)

Not Applicable

Not Applicable

Not Applicable

Not Applicable

(v) Shareholding of Directors and Key Managerial Person nel

S. N.

For each Directors and KMP

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat Equity etc.):

Not Applicable

Not Applicable

Not Applicable

Not Applicable

At the End of the year

Not Applicable

Not Applicable

Not Applicable

Not Applicable

V. INDEBTEDNESS:

Indebtedness of the Company including interest outs tanding/accrued but not due for payment

Secured Loans

Unsecured Loans

Deposits Total Indebtedness

30

excluding deposits

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Total (i+ii+iii) Not Applicable

Change in Indebtedness during the financial year • Addition • Reduction

Not Applicable

Net Change Not Applicable

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

Not Applicable

Total (i+ii+iii) Not Applicable

VI. Remuneration to Managing Director or Whole-time Dir ector or Manager:

None of the Directors( Members of the managing Comm ittee ) of the club are paid any remuneration.

A. Remuneration to Managing Director, Whole-time Di rectors and/or Manager:

Sl. No.

Particulars of Remuneration

Name of MD/WTD/Manager Total Amount

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under

Not Applicable

Not Applicable

31

section 17(3) Income-tax Act, 1961

2 Stock option 3 Sweat Equity 4 Commission

-as % of net profit -others specify

5 Others Please specify Total (A) Ceiling as per the Act

B. Remuneration to other directors:

Sl. No.

Particulars of Remuneration

Name of the Directors Total Amount

1. 3.Independent Directors • Fee for attending board / committee meetings • Commission • Others, please specify

Not Applicable Not Applicable

Total (1) 2. 4. Other non-executive

Directors •Fee for attending board / committee meetings • Commission • Others, please specify

Total (2) Total B(1+2) Total Managerial

remuneration

Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER T HAN MD/MANAGER/WTD:

Sl. No.

Particulars of Remuneration

Key Managerial Personnel CEO Company

Secretary CFO Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

Not Applicable

Not Applicable

Not Applicable

Not Applicable

2 Stock option 3 Sweat Equity 4 Commission

-as % of net profit

32

-others specify 5 Others Please specify Total

VII. Penalties/ Punishment/Compounding of offences:

Type Section of the Companies Act

Brief Description

Details of penalty/Punishment/Compounding fees imposed

[RD/ NCLT/COURT]

Appeal made if any (give details)

Penalty Not Applicable

Not Applicable

Not Applicable Not Applicable

Not Applicable

Punishment

Not Applicable

Not Applicable

Not Applicable Not Applicable

Not Applicable

Compounding

Not Applicable

Not Applicable

Not Applicable Not Applicable

Not Applicable

C. Other officers in default Penalty Not

Applicable

Not Applicable

Not Applicable Not Applicable

Not Applicable

Punishment

Not Applicable

Not Applicable

Not Applicable Not Applicable

Not Applicable

Compounding

Not Applicable

Not Applicable

Not Applicable Not Applicable

Not Applicable

33

Form MGT – 11

Proxy Form

[Pursuant to section 105 (6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : U92419PN1931PLC001769 Name of the Company : The Poona Club Limited Registered Office : 6, Bund Garden Road, Pune – 411001.

Name of Member: ___________________________________________________

Registered Address:

Email Id: ___________________________________________________ Membership No.:

___________________________________________________

I/We, being the member(s) of the above named company, hereby appoint

Name : …………………………………………………………………………………….. Address:…………………………………………………………………………………….. E-Mail Id: …………………………………………………………………………………… Signature:……………………………………………………………………………………

As my proxy to attend and vote (on a poll) for me and on my behalf at the Annual General Meeting of the Club, to be held on the Saturday, the 26th Day of September, 2015 at 10.00 am at 6, Bund Garden Road, Pune - 411001 and at any adjournment thereof in respect of special resolution no. 4.

Signed this …….. day of …….. 2015

Signature of member

Signature of Proxy Holder

Note : This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting ie. 10 AM on 24th September 2015.

Affix revenue

stamp

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