HDFC Venture Capital Limited

8/4/2019 HDFC Venture Capital Limited

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326

Board of Directors

Dividend

During the year, your directors

approved the payment of two interim

dividends of Rs. 125 per equity share

on June 29, 2009 and Rs. 80 per

equity share on December 24, 2009

(previous year Rs. 320 per equity share

as interim dividend). No final dividend

was recommended by your directors.

Review of Operations

Your Company has reported a profit

after tax of Rs. 12.73 crores during theyear. Your Company is the investment

manager to HDFC Property Fund (HPF),

which is registered as a Venture

Capital Fund with Securities and

Exchange Board of India (SEBI) for the

following two schemes:

HDFC India Real Estate Fund

(HI-REF); and

HDFC IT Corridor Fund.

TO THE MEMBERS

Your directors are pleased to present the Sixth Annual Report of your Company

with the audited accounts for the year ended March 31, 2010.

Financial Results

For the year ended For the year ended

March 31, 2010 March 31, 2009

(Rupees) (Rupees)

Profit before Tax 18,58,39,013 19,12,37,791

Provision for Tax

(net of deferred tax assets) 5,85,81,099 6,10,26,000

Profit after Tax 12,72,57,914 13,02,11,791

Profit brought forward fromprevious year 7,79,89,604 14,79,90,992

Profit after tax available

for appropriation 20,52,47,518 27,82,02,783

Appropriations:

General Reserve 1,27,25,791 1,30,21,179

Interim Dividend 10,25,00,000 16,00,00,000

Additional Tax on Dividend 1,74,19,875 2,71,92,000

Balance carried to Balance Sheet 7,26,01,852 7,79,89,604

Ms. Renu Sud Karnad

Chairperson

Directors

Mr. Anjan Barua

Mr. K. G. Krishnamurthy

Mr. V. Srinivasa Rangan

Auditors

Deloitte Haskins & Sells

Chartered Accountants

Banker

HDFC Bank Ltd.

Registered Office

Ramon House,

H. T. Parekh Marg,

169, Backbay Reclamation,

Churchgate,

Mumbai 400 020.

Tel. No. : 022-6631 6190

Fax No. : 022-2282 9673

Directors Report

Scheme HI-REF

The Scheme has a corpus of

Rs. 1,000 crores. As at March 31, 2010,

the entire corpus has been drawn

down and committed. Exits are

being explored for the investments

of the Scheme.

Scheme IT Corridor

The Scheme has a corpus of

Rs. 464.40 crores having been invested

in rental income yielding commercialproperties spread across 4 major Indian

cities. Exits are being explored for the

investments of the Scheme.

Deposits

Your Company has not accepted any

deposits and, as such, no amount of

principal or interest was outstanding

as at March 31, 2010.


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Sixth Annual Report 2009-10 327

HDFC Venture Capital Limited

Particulars of Employees

RemunerationYour Company had no employees on

its payroll as at March 31, 2010 and

all the affairs of the Company are

being presently carried out by the

employees of HDFC Property

Ventures Limited (HPVL) pursuant to

a service arrangement entered into

by the Company with HPVL.

The provisions of Section 217(2A) of

the Companies Act, 1956, are

consequently not applicable.

Particulars regarding Conservation

of Energy, Technology Absorption

and Foreign Exchange Earnings

and Outgo

Since the Company does not own any

manufacturing facility and has no

dealings in foreign exchange, the

particulars stipulated in the

Companies (Disclosure of Particulars

in the Report of the Board of

Directors) Rules, 1988 are

consequently not applicable.

Directors

During the year, the board met

five times.

Mr. S. W. Tanksale, alternate director

to Mr. Anjan Barua resigned with

effect from June 29, 2009. The board

wishes to place on record its

appreciation for the services

rendered by him during his tenure as

an alternate director of the Company.

In accordance with the provisions of

the Companies Act, 1956 and the

Articles of Association of the

Company, Mr. V. Srinivasa Rangan

retires by rotation at the ensuing AGM.

He is eligible for re-appointment.

The necessary resolution for the

re-appointment of the aforesaid

director has been included in the

notice convening the ensuing AGM.

None of the directors of the Company

are disqualified for being appointed

as directors as specified in Section

274(1)(g) of the Companies

Act, 1956.

Auditors

Messrs Deloitte Haskins & Sells,

Chartered Accountants, Ahmedabad

having registration number 117365W

and statutory auditors of theCompany, retire at the ensuing AGM

and are eligible for re-appointment.

The Company has received a

certificate from Messrs Deloitte

Haskins & Sells, Chartered

Accountants, Ahmedabad to the

effect that their re-appointment, if

made, would be within the limits

prescribed under Section 224(1B) of

the Companies Act, 1956.

Directors Responsibility Statement

In accordance with the provisions of

Section 217(2AA) of the Companies

Act, 1956 and based on the

information provided by the

management, your directors

state that:

(i) In the preparat ion of the

accounts, the applicable accounting

standards have been followed;

(ii) Accounting policies selectedwere applied consistently.

Reasonable and prudent

judgements and estimates were

made so as to give a true and fair

view of the state of affairs of the

Company as at the end of March 31,

2010 and of the profits of the

Company for the year ended on that

date;

(iii) Proper and sufficient care has

been taken for the maintenance ofadequate accounting records in

accordance with the provisions of the

Companies Act, 1956, for

safeguarding the assets of the

Company and for preventing and

detecting fraud and other

irregularities;

(iv) The annual accounts of the

Company have been prepared on a

going concern basis.

Compliance Certificate

Pursuant to the provisions of Section

383A(1) of the Companies Act, 1956,

a certificate from Messrs Bhandari &

Associates, Company Secretaries,

certifying that the Company has

complied with the applicable

provisions of the Companies

Act, 1956, is attached herewith as an

annex to this report.

Acknowledgements

Your directors would like to

acknowledge and express their

gratitude for the continued support

received from the shareholders,

investors and banks. The directors

appreciate the guidance received

from various statutory / regulatory

authorities including SEBI, Reserve

Bank of India, Ministry of Corporate

Affairs, Registrar of Companies,

Maharashtra and Depositories.

Your directors wish to express theirgratitude and appreciation to the

employees of HPVL for their hard

work, dedication and commitment.

On behalf of the Board of Directors

MUMBAI RENU SUD KARNADApril 13, 2010 Chairperson


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328

Auditors Report

1. We have audited the attached

Balance Sheet of HDFC VENTURE

CAPITAL LIMITED (the Company) as

at March 31, 2010, the Profit and

Loss Account and the Cash Flow

Statement of the Company for the

year ended on that date, both

annexed thereto. These financial

statements are the responsibility of

the Companys Management. Our

responsibility is to express an opinion

on these financial statements based

on our audit.

2. We conducted our audit in

accordance with the auditing

standards generally accepted in India.

Those Standards require that we plan

and perform the audit to obtain

reasonable assurance about whether

the financial statements are free of

material misstatements. An audit

includes examining, on a test basis,

evidence supporting the amounts and

the disclosures in the financial

statements. An audit also includes

assessing the accounting principles

used and the significant estimates

made by the Management, as well as

evaluating the overall financial

statement presentation. We believe

that our audit provides a reasonable

basis for our opinion.

3. As required by the Companies

(Auditors Report) Order, 2003 (CARO)

issued by the Central Government in

terms of Section 227(4A) of the

Companies Act, 1956, we enclose in

the Annexure a statement on the

TO THE MEMBERS OF HDFC VENTURE CAPITAL LIMITED

matters specified in paragraphs 4 and

5 of the said Order.

4. Further to our comments in the

Annexure referred to in paragraph

3 above, we report as follows:

(a) we have obtained all the

information and explanations which

to the best of our knowledge and

belief were necessary for the

purposes of our audit;

(b) in our opinion, proper books

of account as required by law have

been kept by the Company so far as

it appears from our examination of

those books;

(c) the Balance Sheet, the Profit

and Loss Account and the Cash Flow

Statement dealt with by this report

are in agreement with the books of

account;

(d) in our opinion, the Balance

Sheet, the Profit and Loss Account

and the Cash Flow Statement dealtwith by this report are in compliance

with the Accounting Standards

referred to in Section 211(3C) of the

Companies Act, 1956;

(e) in our opinion and to the best

of our information and according to

the explanations given to us, the said

accounts give the information

required by the Companies Act, 1956

in the manner so required and give a

true and fair view in conformity with

the accounting principles generally

accepted in India:

(i) in the case of the Balance Sheet,

of the state of affairs of the Company

as at March 31 , 2010;

(ii) in the case of the Profit and Loss

Account, of the profit of the Company

for the year ended on that date and

(iii) in the case of the Cash Flow

Statement, of the cash flows of the

Company for the year ended on that

date.

5. On the basis of the writ tenrepresentations received from the

Directors as on March 31, 2010 taken

on record by the Board of Directors,

none of the Directors is disqualified

as on March 31, 2010 from being

appointed as a director in terms of

Section 274(1)(g) of the Companies

Act, 1956.

For DELOITTE HASKINS & SELLSChartered Accountants

(Registration No. 117365W)

Z. F. BillimoriaMUMBAI, Partner

April 13, 2010 (Membership No.42791)


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Annexure to the Auditors Report

(Referred to in paragraph 3 of our

report of even date)

(i) Having regard to the nature of the

Companys business/activities/

results/transactions etc. clauses (i),

(ii), (vi), (viii), (x), (xi), (xii), (xiii), (xv),

(xvi), (xviii), (xix) and (xx) of CARO are

not applicable.

(i i) The Company has neither

granted nor taken any loans,

secured or unsecured, to/from

companies, firms or other parties

covered in the Register maintainedunder Section 301 of the

Companies Act, 1956.

(iii) In our opinion and according to

the information and explanations

given to us, there is an adequate

internal control system

commensurate with the size of the

Company and the nature of its

business with regard to the sale of

services. During the course of our

audit, we have not observed any

major weakness in such internal

controls system.

(iv) To the best of our knowledge and

belief and according to the

information and explanations given to

us, there were no contracts or

arrangements which needed to be

entered in the register maintained in

pursuance of Section 301 of the

Companies Act, 1956.

(v) In our opinion, the internal audit

functions carried out during the yearby a firm of Chartered Accountants

appointed by the Management have

been commensurate with the size of

the Company and the nature of its

business.

(vi) According to the information and

explanations given to us, in respect

of statutory dues:

(a) The Company has been

regular in depositing undisputed

dues, including Income-tax, ServiceTax, cess and other material statutory

dues applicable to it with the

appropriate authorities.

(b) There were no undisputed

amounts payable in respect of

Income-tax, Cess and other

material statutory dues in arrears

as at March 31, 2010 for a period

of more than six months from the

date they became payable.

(vii) Based on our examination of therecords and evaluations of the

related internal controls, the

Company has maintained proper

records of the transactions and

contracts in respect of its dealing in

shares, securities, debentures and

other investments and timely entries

have been made therein. The

aforesaid securities have been held

by the Company in its own name.

(viii) The Company has not raised any

funds on short term basis during theyear.

(ix) According to the information and

explanations given to us, the

Company has not made any

preferential allotment of shares to

parties and companies covered in the

Register maintained under Section

301 of the Companies Act, 1956.

(x) To the best of our knowledge and

according to the information and

explanations given to us, no fraud onor by the Company has been noticed

or reported during the year.

For DELOITTE HASKINS & SELLSChartered Accountants

(Registration No.117365W)

Z. F. BillimoriaMUMBAI Partner

April 13, 2010 (Membership No.42791)


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330

Balance Sheet as at March 31, 2010

Schedule As at As at

March 31, 2010 March 31, 2009

Rupees Rupees

SOURCES OF FUNDS

SHAREHOLDERS FUNDS

Share Capital 1 5,000,000 5,000,000

Reserves and Surplus 2 118,782,900 111,444,861

123,782,900 116,444,861

APPLICATION OF FUNDS

INVESTMENTS 3 20,000,000 31,003,278

DEFERRED TAX ASSET (See Note 6) 272,000 694,000

CURRENT ASSETS, LOANS AND ADVANCES

Cash and Bank Balances 4 143,101,028 125,067,682

Loans and Advances 5 5,035,079 5,651,104

148,136,107 130,718,786

Less :

CURRENT LIABILITIES AND PROVISIONS

Current Liabilities 6 42,301,652 42,670,209

Provisions 7 2,323,555 3,300,994

44,625,207 45,971,203

NET CURRENT ASSETS 103,510,900 84,747,583

123,782,900 116,444,861

(0)Notes forming part of the Accounts 10

Significant Accounting Policies 11

In terms of our report attached.

For Deloitte Haskins & Sells


Z. F. Billimoria Directors

Partner Renu Sud Karnad

Anjan Barua

K. G. Krishnamurthy

MUMBAI, April 13 , 2010 V. Srinivasa Rangan


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Profit and Loss Account for the year ended March 31, 2010

Schedule Current Year Previous Year

Rupees Rupees Rupees

INCOME

Investment Management Fees 201,082,792 200,705,740

Other Income 8 7,202,704 15,266,300

208,285,496 215,972,040

EXPENDITURE

Advisory Fees 22,000,000 24,000,000

Administrative and Other Expenses 9 446,483 734,249

22,446,483 24,734,249

PROFIT BEFORE TAX 185,839,013 191,237,791Provision for Tax

Current 60,887,000 61,000,000

Excess provision for earlier year written back (2,727,901)

Deferred (See Note 6) 422,000 26,000

58,581,099 61,026,000

PROFIT AFTER TAX 127,257,914 130,211,791

Balance Brought forward from previous year 77,989,604 147,990,992

Profit Available for Appropriation 205,247,518 278,202,783

Appropriations :General Reserve 12,725,791 13,021,179

Dividend 102,500,000 160,000,000

Tax on Dividend 17,419,875 27,192,000

Balance Carried to the Balance Sheet 72,601,852 77,989,604

Earnings Per Share (Face Value Rs. 10 per share) (See Note 5) 254.52 260.42

(Basic and Diluted)

Notes forming part of the Accounts 10

Significant Accounting Policies 11






Anjan Barua

K. G. Krishnamurthy



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332

Cash Flow Statement for the year ended March 31, 2010

Current Year Previous Year

Rupees Rupees

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxation and extra ordinary items 185,839,013 191,237,791

Add / (Less) Adjustment for:

Profit on Sale of Current Investments (net) (2,502,798) (1,072,982)

Dividend Income (4,205,406) (13,911,772)

Interest on Fixed Deposits with Banks (494,500) (281,546)

Operating profit before working capital changes 178,636,309 175,971,491

Decrease in Current Assets 1,982 6,120

Decrease in Current Liabilities (368,557) (2,620)

Cash Generated from Operations 178,269,734 175,974,991

Tax Paid (net) (58,665,083) (60,065,531)

Net cash from Operating Activities 119,604,651 115,909,460

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Investments (749,054,990) (699,337,207)

Proceeds from Sale of Investments 762,561,067 880,120,343

Interest on Fixed Deposits with Banks 637,087 31,291

Dividend Income 4,205,406 13,911,772

Net cash from Investing Activities 18,348,570 194,726,199

C. CASH FLOW FROM FINANCING ACTIVITIES

Dividend paid (102,500,000) (160,000,000)

Tax paid on Dividend (17,419,875) (27,192,000)

Net cash used in Financing Activities (119,919,875) (187,192,000)

Net Increase in cash and cash equivalents 18,033,346 123,443,659

Cash and Cash equivalents at the beginning of the year 125,067,682 1,624,023

(As per Schedule 4)

Cash and Cash equivalents at the end of the year 143,101,028 125,067,682

(As per Schedule 4)

18,033,346 123,443,659






Anjan Barua

K. G. Krishnamurthy



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SchedulesAnnexed to and forming part of the Accounts

Schedule 1

SHARE CAPITALAs at As at

March 31, 2010 March 31, 2009

Rupees Rupees

AUTHORISED

500,000 Equity Shares of Rs. 10 each 5,000,000 5,000,000

ISSUED, SUBSCRIBED AND PAID-UP

500,000 Equity Shares of Rs. 10 each 5,000,000 5,000,000

(of the above 402,500 shares are held by Housing Development

Finance Corporation Limited, the Holding Company and its nominees)

Schedule 2RESERVES AND SURPLUS

As at As at

March 31, 2010 March 31, 2009

Rupees Rupees

GENERAL RESERVE

Opening Balance 33,455,257 20,434,078

Add : Transfer from Profit and Loss Account 12,725,791 13,021,179

46,181,048 33,455,257

Balance in Profit and Loss Account 72,601,852 77,989,604

118,782,900 111,444,861

Schedule 3

INVESTMENTS (At Cost)

CURRENT : (Quoted, Non Trade)

Mutual Funds As at March 31, As at March 31,No. of Units Face Value 2010 2009


HDFC FMP 13M October 2009 -Growth Series XI 1,000,000.00 10 10,000,000

Aggregate Repurchase Price of Investments in

Quoted Mutual Funds

(Rs. 10,301,200, Previous Year Rs : Nil) (A) 10,000,000

CURRENT : (Unquoted, Non Trade)

Mutual Funds

DSP BlackRock FMP 12M Series 3

Institutional Plan - Growth 1,000,000.00 10 10,000,000

Fortis FTP Series 12 Plan A Institutional Plan - Growth 1,100,327.80 10 11,003,278

Aggregate Repurchase Price of Investments in

Unquoted Mutual Funds

(Rs . Nil Previous Year Rs : 22,505,655) (B) 21,003,278


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334

Citicorp Finance (India) Limited 5.00 1,000,000 5,000,000 5,000,000

DSP Merrill Lynch Capital Limited 5.00 1,000,000 5,000,000 5,000,000

(C) 10,000,000 10,000,000

(A)+(B)+(C) 20,000,000 31,003,278

Schedule 4

CASH AND BANK BALANCESAs at As at

March 31, 2010 March 31, 2009

Rupees Rupees

Cash on Hand 298 3,378

Balance with Scheduled Banks :

In Current Account 1,600,730 1,059,304

In Deposit Account 141,500,000 124,005,000

143,101,028 125,067,682

Schedule 5LOANS AND ADVANCES

(Unsecured, considered good)

As at As at

March 31, 2010 March 31, 2009

Rupees Rupees

Advance Payment of Income Tax (Net of Provisions) 4,870,794 5,342,249

Advance recoverable in cash or in kind or for value to be received 56,618 58,600

Accrued Interest on Fixed Deposits with Banks 107,667 250,255

5,035,079 5,651,104

Schedule 6

CURRENT LIABILITIESAs at As at

March 31, 2010 March 31, 2009

Rupees Rupees

Sundry Creditors - Other than Micro and Small Enterprises (See Note 8) 198,704 197,105

Advance Fees received 42,080,869 42,448,109

Other Liabilities 22,079 24,995

42,301,652 42,670,209

Schedule 3 (Continued)

LONG TERM : (Unquoted, Non Trade)Non Convertible Debentures - Redeemable (fully paid)

(See Note 7) As at March 31, As at March 31,No. of Units Face Value 2010 2009



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Schedule 7

PROVISIONSAs at As at

March 31, 2010 March 31, 2009

Rupees Rupees

For Income Tax (Net of Advance Tax) 2,294,003 3,271,442

For Fringe Benefit Tax (Net of Advance Tax) 29,552 29,552

2,323,555 3,300,994

Schedule 8

OTHER INCOMECurrent Year Previous Year

Rupees Rupees

Dividend on Current Investments 4,205,406 13,911,772Profit on Sale of Current Investments (net) 2,502,798 1,072,982

Interest on Fixed Deposits with Banks 494,500 281,546

(Tax deducted at Source Rs.54,192 , Previous Year Rs. 31,291)

7,202,704 15,266,300

Schedule 9

ADMINISTRATIVE AND OTHER EXPENSES

Current Year Previous Year

Rupees Rupees

Auditors' Remuneration (See Note 2) 175,000 176,020

Directors' Sitting Fees 90,000 120,000Miscellaneous Expenses 4,480 4,400

Service Tax 35,915

Interest on Service Tax 51,639

Printing and Stationery 6,375

Professional Fees 154,754 336,900

Profession Tax 2,000 2,000

Appeal Fees 1,000

Travelling Expenses 20,249

446,483 734,249


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336

Schedule 10

NOTES FORMING PART OF THE ACCOUNTS1. Contingent Liabilities :

Contingent Liability in respect of income-tax demand, disputed by the Company amounts to Rs. Nil (Previous Year

Rs. 9,847,960) which includes an amount of Rs. Nil (Previous Year Rs. 9,822,561) towards Tax Deducted at

Source for which the credit had inadvertently not been provided by the Assessing Officer.

2. Auditor's Remuneration :

Particulars Current Year Previous Year

Rupees Rupees

Audit Fees 125,000 125,000

Tax Audit 50,000 50,000

Expenses Reimbursed 1,020

Total 175,000 176,020

3. Segment Reporting :

The Company is primarily engaged in the investment management business in India. As such, there are no

separate reportable segments, as per Accounting Standard on "Segment Reporting" (AS-17) notified by the

Companies (Accounting Standards) Rules, 2006.

4. Related Party Transactions :

As per the Accounting Standard on "Related Party Disclosures" (AS-18) notified by the Companies (Accounting

Standards) Rules, 2006, the related parties of the Company with whom transactions have been entered during

the year are as follows:

Holding Company : Housing Development Finance Corporation Limited.

Controlled by the Holding Company : HDFC Property Fund - Scheme IT Corridor Fund

Fellow Subsidiaries : HDFC Property Ventures Limited

The nature and volume of transactions of the Company during the year, with the above related parties were as follows:

Particulars Controlled by

Holding Company Fellow Subsidiary Holding Company


Income

Investment Management Fees 2,105,172

(2,070,359)

Expenditure

Dividend 82,512,500(128,800,000)

Advisory Fees 22,000,000

(24,000,000)

Liabilities

Account payable Nil

(1,500)

Note : Figures in bracket indicate previous year figures


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5. Earnings Per Share :

In accordance with the Accounting Standard on "Earnings Per Share" (AS-20), notified by the Companies (Accounting

Standards) Rules, 2006:

Particulars Current Year Previous Year

(a) Profit for the year after Taxation [ Rs. ] 127,257,914 130,211,791

(b) Weighted average Number of Equity Shares Outstanding 500,000 500,000

(c) Earning Per Share [ Rs. ] 254.52 260.42

(a) / (b) { Basic and Diluted }

6. Deferred Tax Asset :

In compliance with the Accounting Standard on "Accounting for Taxes on Income" (AS-22) notified by theCompanies (Accounting Standards) Rules, 2006, the Company has taken charge of Rs. 422,000 (Previous Year

Rs. 26,000) in the Profit and Loss Account for the year ended March 31, 2010 towards Deferred Tax Asset.

The components of deferred tax assets are :

Particulars As at March 31, 2010 As at March 31, 2009

Rupees Rupees

a) Capital Loss on sale of Fixed Assets 272,000 683,000

b) Preliminary expenses 11,000

Total 272,000 694,000

The Company has recognised deferred tax asset on Capital loss on sale of fixed assets considering the virtual

certainty of future taxable income from investments in schemes of Mutual Funds.

7. Investment :

The Company has invested in Redeemable Non Convertible debentures of Citicorp Finance (India) Limited and

DSP Merrill Lynch Capital Limited. The principal amount invested is capital protected and hence permanent

diminution in the value of these investments has not been assessed.

Interest is payable on the debentures only if designated listed securities achieve a specific market price on a

specified date.

During the year ended March 31, 2010, the market price had not been achieved for some of the designated listed

securities and therefore, there has not been any accrual/receipt of interest on the said debentures.

8. Sundry Creditors :

There are no amount payable during the year by the Company to the suppliers covered under Micro, Small and

Medium Enterprises Development Act, 2006.

9. Previous Year Comparatives :

The previous year figures have been regrouped/rearranged, wherever necessary.

Schedule 10 (Continued)

NOTES FORMING PART OF THE ACCOUNTS


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338

Schedule 11

SIGNIFICANT ACCOUNTING POLICIES

1.1. Accounting Convention :

These accounts have been prepared in accordance with historical cost convention, applicable Accounting Standards

notified by the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies

Act, 1956.

The preparation of financial statements requires the Management to make estimates and assumptions considered

in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial

statements and the reported income and expenses during the reporting period.

Management believes that the estimates used in preparation of the financial statements are prudent and

reasonable. Future results could differ from these estimates.

1.2. Revenue Recognition :Investment Management Fees are accrued in accordance with the agreement.

Dividend Income is recognised on the basis of right to receive.

Interest Income is recognised on accrual basis.

1.3. Investments :

Current investments are valued at lower of cost or fair value. Long term investments are valued at acquisition

cost less provision for diminution, other than temporary, if any.

1.4. Income Tax :

The accounting treatment for income-tax in respect of the Company's income is based on the Accounting Standard

22 on 'Accounting for Taxes on Income' as notified by the Companies (Accounting Standards) Rules, 2006.The provision made for income-tax in the accounts comprises both, the current tax and the deferred tax.

The deferred tax assets and liabilities for the year, arising on account of timing differences, are recognised in the

Profit and Loss Account and the cumulative effect thereof is reflected in the Balance Sheet.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the

Balance Sheet date. Deferred tax asset is recognised only to the extent that there is reasonable certainty that

sufficient future taxable income will be available against which such deferred tax asset can be realised. In situations

where the Company has unabsorbed depreciation or carried forward losses, deferred tax assets are recognised

only if there is virtual certainty supported by convincing evidence that the same can be realised against future

taxable profits.


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BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE

(Submitted in terms of Part IV of Schedule VI to the Companies Act, 1956)

I. Registration Details

Registration No. 1 4 9 3 3 0 State Code 1 1

Balance Sheet Date

II. Capital Raised during the year : (Amount in Rs. 000)

Public Issue Rights Issue

N I L N I L

Bonus Issue Private Placement

N I L N I L

III. Position of Mobilisation and Deployment of Funds : (Amount in Rs. 000)

Total Liabilities Total Assets

1 6 8 4 0 8 1 6 8 4 0 8

SOURCES OF FUNDS

Paid-up Capital Reserves and Surplus

5 0 0 0 1 1 8 7 8 3

Secured Loans Unsecured Loans

N I L N I L

APPLICATION OF FUNDS

Capital Work in Progress Investments

N I L 2 0 0 0 0

Net Current Assets Miscellaneous Expenditure

1 0 3 5 1 1 N I L

Deferred Tax Asset

2 7 2

IV. Performance of the Company (Amount in Rs. 000)

Total Income Total Expenditure

2 0 8 2 8 5 2 2 4 4 6

Profit/(Loss) Before Tax Profit After Tax

1 8 5 8 3 9 1 2 7 2 5 8

Earnings per Share (in Rs.) Dividend %

2 5 4 . 5 2 2 0 5 0

V. Generic Names of Principal Services of the Company: (as per monetary terms)

Item Code No. (ITC Code) N I L

Product Description I N V E S T M E N T M A N A G E M E N T

3 1 3 2 0 1 0


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Sixth Annual Report 2009-10

We have examined the registers, records,

books and papers of 'HDFC VENTURE

CAPITAL LIMITED' (the Company) as

required to be maintained under the

Companies Act, 1956, (the Act) and the

Rules made thereunder and also the

provisions contained in the Memorandum

and Articles of Association of the

Company for the financial year ended on

31st MARCH 2010. In our opinion and to

the best of our information and according

to the examinations carried out by us and

explanations furnished to us by the

Company, its officers and agents, wehereby certify that in respect of the

aforesaid financial year:

1. The Company has kept and

maintained all registers as stated in

Annexure 'A' to this certificate, as per the

provisions of the Act, and the Rules made

thereunder and all entries therein have

been duly recorded.

2. The Company has duly filed the

forms and returns as stated in Annexure

'B' to this certificate, with the Registrar of

Companies, Maharashtra, Mumbai under

the Act and the rules made thereunder.

3. The Company, being a 'PublicLimited Company', comments under

provisions of section 3(1)(iii) in respect

of 'Private Limited Company' is not

required.

4 The Board of Directors duly met 5

(Five) times respectively on 13th April

2009, 29th June 2009, 30th July 2009,

24th December 2009 and 10th March

2010 in respect of which meetings proper

notices were given and the proceedings

were properly recorded and signed.

5. The Company has not closed its

Register of Members during the financial

year.

6. The annual general meeting for the

financial year ended on 31st March 2009

was held on 29th June 2009 after giving

due notice to the members of the

Company and the resolutions passed

thereat were duly recorded in Minutes

Book maintained for the purpose.

7. No Extra Ordinary General Meeting

was held during the Financial Year.

8. The Company has not advanced any

loans to its directors or persons or firms

or Companies referred to under Section

295 of the Act.

9. The Company has not entered into

any contracts falling within the purview

of section 297 of the Act.

10. The Company has made necessary

entries in the register maintained under

section 301 of the Act.

11. As there were no instances falling

within the purview of Section 314 of the

Act, the Company was not required to

obtain any approvals from the Board ofDirectors, members or Central

Government.

12. The Company has not issued any

duplicate share certificates during the

financial year.

13. (i) The Company has not made any

allotment, transfer and transmission of

securities during financial year.

(ii) The Company has declared

interim dividend. Cheques/Warrants in

respect of interim dividend were issued

within five days from the date of

declaration of such interim dividend, forwhich no separate Bank Account was

opened.

(iii) The Company has paid / posted

warrants for dividends to all the members

within a period of 30 (Thirty) days from

the date of declaration and that there is

no unclaimed/unpaid dividend to be

transferred to the Unpaid Dividend

Account.

(iv) The Company has no amount

payable in respect of unpaid dividend,

application money due for refund,

matured deposits, matured debentures

and the interest accrued thereon.(v) The Company has duly complied

with the requirements of Section 217 of

the Act.

14. The Board of Directors of the

Company is duly constituted and the

appointment of director has been duly

made. There was no appointment of

Additional Director, Alternate Director and

Directors to fill casual vacancies during

the financial year.

15. The Company has not appointed any

Managing Director / Whole-time Director/

Manager during the financial year.

16. The Company has not appointed any

sole-selling agents during the financial

year.

17. The Company was not required to

obtain any approvals of the Central

Government, Company Law Board,

Regional Director, Registrar and/or such

authorities prescribed under the various

provisions of the Act during the financial

year.18. The Directors have disclosed their

interest in other firms/companies to the

Board of Directors pursuant to the

provisions of the Act and the rules made

thereunder.

19. The Company has not issued any

shares, debentures or other securities

during the financial year.

20. The Company has not bought back

any shares during the financial year.

21. The Company has no preference

share capital or debentures and hence

there was no redemption of preference

share capital or debentures during the

financial year.

22. There were no transactions

necessitating the company to keep in

abeyance the rights to dividend, rights

shares and bonus shares pending

registration of transfer of shares.

23. The Company has not invited /

accepted any deposits including any

unsecured loans falling within the purview

of Section 58A during the financial year.

24. The Company has not made any

borrowings during the financial year

ended 31st March, 2010.25. The Company has not made loans

and investments or given any guarantees

or provided securities to other bodies

corporate and consequently no entries

have been made in the register kept for

the purpose.

26. The Company has not altered the

provisions of the Memorandum with

respect to situation of the Company's

registered office from one state to

another during the year under scrutiny.

COMPLIANCE CERTIFICATE

(PURSUANT TO SECTION 383A OF THE COMPANIES ACT, 1956)

Corporate identity number(CIN) of company: U65991MH2004PLC149330

TO THE MEMBERS OF HDFC VENTURE CAPITAL LIMITED


17/17


provisions of the Memorandum withrespect to the objects of the Company

during the year under scrutiny.


provisions of the memorandum with

respect to name of the Company during

the year under scrutiny.


provisions of the Memorandum with

respect to share capital of the Company

during the year under scrutiny.

30. The Company has not altered its

Articles of Association during the financialyear.

31. There was no prosecution initiated

against or show cause notices received

by the Company and no fines or penalties

or any other punishment was imposed on

the Company during the financial year, for

offences under the Act.

32. The Company has not received any

money as security from its employees

during the financial year.

33. There were no employees employed

during the financial year, hence theCompany was not required to deduct any

contribution towards Provident Fund.

For BHANDARI & ASSOCIATESCompany Secretaries

S. N. BhandariMUMBAI, Proprietor

April 10, 2010. C. P. 366

ANNEXURE A

Registers as maintained by the Company:

1. Register of Members under Section 150.

2. Register of Contracts under Section 301.

3. Register of Directors, Managing Director, Manager and Secretary under Section 303.

4. Register of Directors Shareholdings under Section 307.

5. Books of Accounts under Section 209.

6. Minutes Book of Board and Committee Meetings under Section 193(1).

7. Minutes Book of General Meeting under Section 193(1).

8. Register of Investments.

9. Register of Directors Attendance at the Board and committee Meetings.

10. Register of Members Attendance at the General Meeting.

11. Register of Share Application and Allotment.

12. Register of Share Transfer.

ANNEXURE B

Forms and Returns as filed by the Company with the Registrar of Companies, Maharashtra, Mumbai during the

financial year ending on 31st March, 2010 :

Sr. Form Filed For Date of Whether If delay

No. No./ Under filing filed in filing

Return Section within whether

prescribed requisite

time additional

Yes / No fee paid

Yes / No

1. Form 32 303 Appointment of 07/04/09 No Yes

Alternate Director

2. Form 66 383A Compliance and 08/07/09 Yes N/A

Record 2008-09

3. Form 32 303 Resignation of 08/07/09 Yes N/A

Alternate Director

4. Form 32 303 Appointment of Director 08/07/09 Yes N/A

5. Form 23AC/ 220 Compliance and 27/07/09 Yes N/A

ACA Record 2008-09

6. Form 20B 159 Compliance and 11/08/09 Yes N/A

Record 2008-09

Documents

HDFC Venture Capital Limited