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Directors Report of Pincon Spirit Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 37th Annual Report and the Company's Audited Accounts for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS Rs. in Lacs

PARTICULARS 2014-15 2013-14

Revenue 60,269.67 38,299.71

Profit before Interest, Depreciation, Tax 3,285.89 1,886.88

Depreciation 215.14 222.41

Interest 706.73 165.58

Profit after Interest & Depreciation 2,364.01 1,498.88

Provision for Taxation(I. Tax & Differed Tax) 796.01 504.09

Profit after Tax 1,568.00 994.79

Share Capital 1,002.15 1,002.15

Reserve & Surplus 4,463.84 2,955.96

EPS - Basic & Diluted (Rupees) 15.65 9.93

RESULTS OF OPERATIONS

Operating in a volatile and uncertain environment, the Company demonstrated the resilience of its business model.

PERFORMANCE OF THE COMPANY

During the year under review, your Company has achieved sales of Rs. 60,269.67 Lacs representing a steadfast growth of 57.36 % over the previous year being Rs. 38299.71 Lacs. Net Profit from operations at Rs. 1,568.00 Lacs registered a robust growth of 57.62 % over the previous year being Rs.994.79 Lacs.

OUTLOOK

The details about prospects/ outlook of your Company are provided under the Management Discussion and Analysis Report, forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS – 21) on Consolidated Financial Statements, the audited Consolidated Financial Statement is provided in the Annual Report.

DIVIDEND

Directors have recommended a dividend of Rs. 0.50 (i.e. 5%) per equity share for the financial year ended March 31, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on December 18, 2015 and in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

DIRECTORS

As per the provisions of the Companies Act, 2013, Mr. Arup Thakur retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The term of Managing Director has expired on 09.08.2015 and being eligible to be re-appointed as Managing Director. The Board recommends for re-appointment of Mr Monoranjan Roy as the Chairman & Managing Director of the Company & Mr. Arup Thakur as the Director of the company. Ms. Mou Roy, Additional Director appointed on 31.03.2015 to be appointed as Independent Director in the ensuing AGM of the Company.

AUDITOR'S

In the last AGM held on 29.09.2014, D.N. Misra & Co., Chartered Accountants has been appointed as Statutory Auditors of the Company for a period of 5 years. Ratification of appointment of Statutory Auditor's is being sought from the members of the Company at the ensuing AGM.

AUDITOR'S REPORT

The Report of the Statutory Auditors & observations made in the Auditor's Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

SUBSIDIARIES

Company has acquired one company as its wholly owned subsidiary during the financial year 2014-15 i.e. M/s Your Laboratories Private Limited, which is in the same line of business as the company is dealing itself. It will be strategic fit for the future growth of the Business mix.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Subsidiary Companies is provided as Annexure – 1 to this report. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report and Financial Statements of each of the Subsidiary Companies have also been placed on the website of the Company www.pinconspirit.in

SECRETARIAL AUDITOR'S

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's Report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors appointed M/s. Arpan Sengupta & Associates, Practicing Company Secretary, as Secretarial Auditor's to conduct Secretarial Audit of the Company for Financial Year 2014-15 and their Report is annexed to this Board Report is provided as Annexure – 2. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided as Annexure - 3.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars prescribed under section 134(3) (m) of the Act, read with rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexur - 4.

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The details of related party transactions required under section 134(3) (h) read with rule 8 of the Companies (Accounts) Rules, 2014, is given in Form AOC 2 and the same is enclosed as Annexure – 5, the same is mentioned in the notes of accounts as well The Company's policy on dealing with Related Party Transactions was adopted by the Board on 17th October, 2014 and is available on website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form No. MGT-9 is annexed herewith as Annexure 6.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met 19 times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

BOARD COMMITTEES

The Company has set up the following committees of the Board.

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

D. Corporate Social Responsibility Committee

E. Risk Management Committee

F. General Committee of Directors

The composition of each of the above committees, and their respective roles and responsibilities are detailed in the Corporate Governance Report.

NOMINATION, REMUNERATION AND EVALUATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Clause 49(IV) (B) of the Listing Agreement, the Board of Directors in its Meeting held on 17th October, 2014 has, on the recommendation of Nomination and Remuneration Committee, adopted the Nomination, Remuneration and Evaluation Policy of the Company which lays down in Corporate Governance report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is commitment of Company to improve the quality of life of the work force and their families and also the community and society at large. The Company believes in undertaking business in such a way it leads to overall development of all stake holders and Society.

Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report that forms part of this Annual Report. Furthermore, as required by section 135 of the Act, and the rules made there under, additional information on the policy and implementation of CSR activities by your Company during the year are provided in Corporate Governance report to this report. Business Responsibility Report under clause 55 of the Listing Agreement is not applicable to the Company since it was not among the Top 100 listed companies by market capitalisation as of March 31, 2015.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy which has been adopted by the Board of Directors. Currently, the Company's risk management approach comprises of the following:

- Regulatory Risk

- Strategic Risk

- Concentration Risk

The risks have been prioritized through a companywide exercise. Members of Senior Management have undertaken the ownership and are working on mitigating the same through co-ordination among the various departments, insurance coverage, security policy and personal accident coverage for lives of all employees.

A detailed note on the risks is included in the Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

DEPOSITORY SYSTEM

The trading in the equity shares of your Company are under compulsory dematerialization mode. As on 31.03.2015 equity shares representing 67.40% of the equity share capital are in dematerialized form. As the depositary system offers numerous advantages, members are requested to take advantages of the same and avail of facility of dematerialization of the company's shares.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RATING

During the year D&B Rating has assigned a rating of "D&B-4A2"

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013.

WHISTLE BLOWER /VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company. The Policy allows the whistle- blowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a well-placed, proper, adequate and documented internal control system commensurate with the size and nature of its business. The primary objective of the internal control system is to ensure that all its assets are safeguarded and protected and to prevent any revenue leakage and losses to the Company. Such controls also enable reliable financial reporting. The report on Internal Control Systems and their adequacy is forming part of Management & Discussion Analysis Report.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act), 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainees) are covered under this policy.

There was no case reported during the year under review under the said policy.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore no fund was required to be transferred to Investor Education and Protection Fund (IEPF).

BOARD EVALUATION CRITERIA

Pursuant to the section 134 (p) of Companies Act, 2013 read with rule 8 (4) of Companies Accounts Rule, 2014 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees. The evaluation process considered the effectiveness of the Board and the Committees with special emphasis on the performance and functioning of the Board and the Committees. The evaluation of the Directors were based on the time spent by each of the Board Members.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3) (C ) & (5) of the Companies Act, 2013, the Directors would like to state that:

I. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

As per Section 134(ca) of the Companies Amendment Act, 2015 duly notified on 26th May 2015, no fraud was reported by Auditor's under sub-section (12) of Section 143.

IV. The Directors have prepared the Annual Accounts on a going concern basis.

V. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from The Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Place: Kolkata,

Date: 16.11.2015

Sd/-

Monoranjan Roy

Managing Director

(DIN: 02275811)


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 36th Annual Report and the Company''s audited accounts for the financial year ended March 31,2014.

FINANCIAL RESULTS

PARTICULARS Rs. In Lacs 2013-14 2012-13

Revenue 38,299.71 32,009.46

Profit before Interest, 1,886.88 1,469.00 Depreciation, Tax

Depreciation 222.41 116.33

Interest 165.58 103.57

Profit after Interest & Depreciation 1,498.88 1 271.10

Provision for Taxation 504.09 422.96 (I. Tax & Differed Tax)

Profit after Tax 994.79 848.14

Profit B/F from previous year 1,954.81 1106.67

Balance carried to the Balance Sheet 2,955.96 1954.81

EPS - Basic & Diluted (Rupees) 9.93 8.46

RESULTS OF OPERATIONS

Operating in a volatile and uncertain environment, the Company demonstrated the resilience of its business model.

PERFORMANCE OF THE COMPANY

During the year under review, your Company has achieved sales of Rs.38299.71 Lacs, representing a growth of 19.65% over the previous year Rs.32,009.46 Lacs. Net Profit from operations at Rs.994.79 Lacs registered a growth of 17.29% over the previous year Rs. 848.14Lacs.

FMCG DIVISION

PSL has introduced a new line of business activity in Fast Moving Consumer Goods (FMCG) segment comprising of edible oil of different types under the brand name of PINCON and King''s Coin, which received an overwhelming market response.

OUTLOOK

Apart from normal risk as are applicable to a going concern, the company does not foresee any other areas of concern. The Compliance of norms as required are adhered by the company. The Company''s operations have historically shown significant resilience to the normal ups and down of the economic and industry cycles, with demand for most of its products continuing to grow at healthy rate.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES

Company has acquired two as its subsidiary during the financial year 2013-14 i.e., M/s Paul Distributors Private Limited & M/s Priya Laboratories Private Limited, both are in same line of business as company is dealing itself it will be strategic fit for the future growth of the Business mix, The Audited Accounts and Directors'' Report of the subsidiary are annexed hereto.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company as operation of the company is in burgeoning stage so Board does not recommend any dividend for the year ended 31st March, 2014

DIRECTORS

Mr. Subrata Basu, Additional Director appointed on 16.12.2013 to be appointed as Director in the upcoming 36th AGM of the company

AUDITORS

The existing Auditor CA. Anupam Sarkar, Chartered Accountant retires at the ensuing Annual General Meeting and whose term expires due to applicability of section 139 of Companies Act 2013. Notice has been received from a member proposing the appointment of D.N.Mishra & Co, Chartered Accountant, as Auditors of the Company in place of the retiring Auditors. Members are requested to appoint DN.Mishra & Co, Chartered Accountant, as Auditors ofthe Company.

AUDITORS'' REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

LISTING OF EQUITY SHARE

The equity shares of your company continue to remain listed with The Calcutta Stock Exchange Association Limited. The Listing fees for the year 2014-15 have been paid to the Exchange.

DEPOSITORY SYSTEM

The trading in the equity shares of your company under compulsory dematerialization mode. As on 31.03.2014 equity shares representing 47.05% of the equity share capital are in dematerialized form. As the depositary system offers numerous advantages, members are requested to take advantages of the same and avail of facility of dematerialization of the company''s shares.

CORPORATE GOVERNANCE

A report on the Corporate Governance is annexed separately as part of this report along with a certificate of compliance from Company Secretary in Practice. Necessary requirements of obtaining certifications/declarations in terms of Clause 49 have been complied with.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are annexed and form an integral part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

CREDIT RATING

During the year, CRISIL (S&P subsidiary) upgraded the Company''s debt rating to CRISIL BBB/Stable (Upgraded from ''CRISIL BBB-/Stable''), which is now one notches above the previous rating. Strong credit ratings by leading agencies reflect the Company''s financial discipline and prudence During the year ICRA (A Moody associate) has assigned a rating of [ICRA] BBB (pronounced ICRA triple B) During the year D&B Rating has assigned a rating of"D&B-4A2"

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is commitment of Company to improve the quality of life of the work force and their families and also the community and society at large. The Company believes in undertaking business in such a way it leads to overall development of all stake holders and Society.

Belaria Humanity Welfare Society

The Company through Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant donations to poor and the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to establish, run, support and grant aid or other financial assistance to schools, libraries, laboratories, research and other institutions ofthe like nature in India

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

DISCLOSURES UNDER SECTION 217(1) (D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

Place: Kolkata, Date: June 17, 2014

Sd/- Monoranjan Roy Chairman & Managing Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 35th Annual Report of your Company and the audited accounts for the year ended, 31st March, 2013.

FINANCIAL RESULTS

PARTICULARS Rs. In Lacs

2012-13 2011-12

Revenue 32,009.46 24,464.28

Profit before Interest, Depreciation, Tax 1,469.00 1034.00

Depreciation 116.33 1.45

Interest 103.57 27.06

Profit after Interest & Depreciation 1271.10 1005.47

Provision for Taxation(ITax & Differed Tax) 422.96 319.80

Profit after Tax 848.14 685.68

Profit B/F from previous year 1106.67 420.99

Balance carried to the Balance Sheet 1954.81 1106.67

EPS - Basic & Diluted (Rupees) 8.46 6.84

CAPITAL

The Authorised Capital of your Company remained unchanged at Rs.100,300,000/- divided into 10,300,000 Equity Shares of Rs. 10/- each.

The issue, subscribed and paid-up Equity Share Capital of your Company also remained unchanged at Rs.100,215,000/- divided into 10,215,000 Equity shares of Rs.10/- each

PERFORMANCE OF THE COMPANY

During the year under review, your Company has achieved sales of Rs. 32009.46 Lacs, representing a growth of 30.84% over the previous year Rs. 24464.29 Lacs. Net Profit from operations at Rs. 848.14 Lacs registered a growth of 23.70% over the previous year Rs. 685.68 Lacs.

A difficult cost & tax regime has been substantially mitigated by combination of up-selling, cost control and efficiency increases.

OUTLOOK

Apart from normal risk as are applicable to a going concern, the company does not foresee any other areas of concern. The Compliance of norms prescribed by the Government Agencies are strictly complied with and adhered to. The Company''s operations have historically shown significant resilience to the normal ups and down of the economic and industry cycles, with demand for most of its products continuing to grow at healthy rate.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company as operation of the company is in burgeoning stage so Board does not recommend any dividend for the year ended 31st March, 2013

DIRECTORS

Mr. Arup Thakur and Mr. Mrinmoy Kashyapi, additional director appointed on 03.01.2013 to be appointed as Director in the upcoming 35th AGM of the company

AUDITORS

CA. Anupam Sarkar, yours Company Auditors of the Company retires at the ensuing Annual general meeting. He has expressed his willingness to accept reappointment.

AUDITORS'' REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

LISTING OF EQUITY SHARE

The equity shares of your company continue to remain listed with The Calcutta Stock Exchange Association Limited. The Listing fees for the year 2013-14 have been paid to the Exchange.

DEPOSITORY SYSTEM

The trading in the equity shares of your company under compulsory dematerialization mode. As on 31.03.2013 equity shares representing 47.05% of the equity share capital are in dematerialized form. As the depositary system offers numerous advantages, members are requested to take advantages of the same and avail of facility of dematerialization of the company''s shares.

CORPORATE GOVERNANCE

A report on the Corporate Governance is annexed separately as part of this report along with a certificate of compliance from Company Secretary in Practice. Necessary requirements of obtaining certifications/declarations in terms of Clause 49 have been complied with.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are annexed and form an integral part ofthe Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is commitment of Company to improve the quality of life of the work force and their families and also the community and society at large. The Company believes in undertaking business in such a way it leads to overall development of all stake holders and Society.

Belaria Humanity Welfare Society

The Company through Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant donations to poor and the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to establish, run, support and grant aid or other financial assistance to schools, libraries, laboratories, research and other institutions ofthe like nature in India

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

DISCLOSURES UNDER SECTION 217(1) (D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks and financial institutions and other business associates. A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the year''s performance.

On behalf of the Board of Directors for PINCON SPIRIT LIMITED (Formerly Sarang Viniyog Limited)

Place: Kolkata, Date: May 02, 2013

Sd/- Monoranjan Roy Chairman & Managing Director


Mar 31, 2012

Dear Members,

The Directors are pleased to present the 34th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2012. The summarized financial results for the year ended 31st March, 2012 are as under:

FINANCIAL RESULTS

Rs. In Lacs 2011-12 2011-10

Revenue 24,464.28 10,654.63

Profit before Interest, Depreciation, Tax 1033.99 424.07

Depreciation 1.44 2.00 Interest 27.06 -

Net Profit after Interest & Depreciation 1005.47 422.06

Provision for Taxation 319.80 141.06 (ITax & Differed Tax) *

Profit after Tax 685.68 281.00

Profit B/F from previous year 420.99 139.98

Balance carried to the Balance Sheet 1106.67 420.99

EPS - Basic & Diluted (Rupees) 6.84 2.80

PERFORMANCE OF THE CO MPANY

During the year under review, the Company has achieved sales of Rs. 24464.28 Lacs, representing a growth of 229.62% over the previous year Rs. 10654.63 Lacs. Net Profit from operations at Rs. 685.68 Lacs registered a growth of 244.00% over the previous year Rs. 281.00 Lacs.

A difficult cost & tax regime has been substantially mitigated by combination of up-selling, cost control and efficiency increases.

OUTLOOK

Apart from normal risk as are applicable to a going concern, the company does not foresee any other areas of concern. The Compliance of norms prescribed by the Government Agencies are strictly complied with and adhered to. The Company''s operations have historically shown significant resilience to the normal ups and down of the economic and industry cycles, with demand for most of its products continuing to grow at healthy rate.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company as operation of the company is in burgeoning stage so Board does not recommend any dividend for the year ended 31st March, 2012

DIRECTORS

Mrs. Mousumi Roy and Mr. Raj Kumar Roy Directors of the Company who retires by rotation and eligible offer them for reappointment Mr.JBS Negi and Mr. Hari Singh to be appointed as Director in the upcoming 34th AGM of the company

AUDITORS

CA. Anupam Sarkar, yours Company Auditors of the Company retires at the ensuing Annual general meeting. He has expressed his willingness to accept reappointment.

AUDITORS'' REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

LISTING OF EQUITY SHARE

The equity shares of your company continue to remain listed with Calcutta Stock Exchange Association Limited. The Listing fees for the year 2011-12 have been paid to the Exchange.

DEPOSITORY SYSTEM

The trading in the equity shares of your company under compulsory dematerialization mode. As on 31.03.2012 equity shares representing 46.10% of the equity share capital are in dematerialized form. As the depositary system offers numerous advantages, members are requested to take advantages of the same and avail of facility of dematerialization of the company''s shares.

CORPORATE GOVERNANCE

A report on the Corporate Governance is annexed separately as part of this report along with a certificate of compliance from Company Secretary in Practice. Necessary requirements of obtaining certifications/declarations in terms of Clause 49 have been complied with.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are annexed and form an integral part ofthe Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is commitment of Company to improve the quality of life of the work force and their families and also the community and society at large. The Company believes in undertaking business in such a way it leads to overall development of all stake holders and Society.

Belaria Humanity Welfare Society

The Company through Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant donations to poor and the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to establish, run, support and grant aid or other financial assistance to schools, libraries, laboratories, research and other institutions ofthe like nature in India

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks and financial institutions and other business associates. A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the year''s performance.

On behalf of the Board of Directors For PINCON SPIRIT LIMITED (Formerly Sarang Viniyog Limited)

Place: Kolkata, Date: May 08, 2012

Sd/- Monoranjan Roy Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the 33rd Annual Report together with the Audited Accounts of your Company for the Financial Year ended March 31, 2011.

FINANCIAL RESULTS

PARTICULARS Rs. In Lacs 2011-10 2009-10

Revenue 10,654.63 5,597.82

Profit before Interest, 424.07 216.65 Depreciation, Tax

Depreciation 2.00 1.17

Interest - -

Profit after Interest & Depreciation 422.06 215.47

Provision for Taxation 141.06 73.24 (I. Tax & Differed Tax)

Profit after Tax 281.00 1 42.23

Profit B/F from previous year 139.98 (2.26)

Balance carried to the Balance Sheet 420.99 139.99

EPS - Basic & Diluted (Rupees) 2.80 1.42

CAPITAL

The Authorised Capital of your Company remained unchanged at Rs.100, 300,000/- divided into 10,300,000 Equity Shares of Rs. 10/- each.

The issue, subscribed and paid-up Equity Share Capital of your Company also remained unchanged at Rs.100,215,000/- divided into 10,215,000 Equity shares of Rs.10/- each

PERFORMANCE OF THE COMPANY

FY 2010-11 brings us a reason for overwhelming reaction. We have achieved the target which was once thought to be difficult. We have simply concentrated on our business and left no stone unturned for the same. The utilized manpower kept us cheerful in the entire adverse situation resulting which as of now; we are here and unable to remember any event which has materially affected our business. Low attrition rate in human resources coupled with friendly working environment gave our top-line a grand boost of 90%.

We have crossed bench mark Rs. 100.00 cr. sales which is a big dream for any entrepreneur. Our profit margin also rose to 2.64% when prices of sugarcane and molasses were inflating to a new height. This was a year when Raw Material cost of the Industry was soaring like anything. We maintained our pace, we maintained our profit margin. Our debtors'' velocity also turned attractive. We can say that as of now our financial ratio are illuminating to a good point and we have all the reason to be cheerful.

Our ROCE which was 14.96% in FY 2009-10 is now reached at 33.65% in the Current Fiscal Year (FY 2010-11). RONW which was 9.87% in FY 2009-10 is now 22.41% in FY 2010-11. EBITDA margin is now 3.98% as compared to 3.87 in FY 2009-10. We have seen 95.74% growth in our EBITDA with respect to that of in FY 2009-10.

SIGNIFICANT EVENTS

Your company''s name has been changed to Pincon Spirit Limited w.e.f. August 05, 2011 to reflect uniformity with the line of business of the company.

OUTLOOK

Apart from normal risk as are applicable to a going concern, the company does not foresee any other areas of concern. The Compliance of norms prescribed by the Government Agencies are strictly complied with and adhered to. The Company''s operations have historically shown significant resilience to the normal ups and down of the economic and industry cycles, with demand for most of its products continuing to grow at healthy rate.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company as operation of the company is in burgeoning stage so Board does not recommend any dividend for the year ended 31st March, 2011

DIRECTORS

Mr. Bahadur Singh Kathoria, Mr. Rajkumar Roy and Mrs. Mousumi Roy, additional director appointed on 03.01.2011 to be appointed as Director in the upcoming 33rd AGM of the company

AUDITORS

CA. Anupam Sarkar, yours Company Auditors of the Company retires at the ensuing Annual general meeting. He has expressed his willingness to accept reappointment.

AUDITORS'' REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

LISTING OF EQUITY SHARE

The equity shares of your company continue to remain listed with The Calcutta Stock Exchange Association Limited. The Listing fees for the year 2011-12 have been paid to the Exchange.

DEPOSITORY SYSTEM

The trading in the equity shares of your company under compulsory dematerialization mode. As the depositary system offers numerous advantages, members are requested to take advantages of the same and avail of facility of dematerialization of the company''s shares.

CORPORATE GOVERNANCE

A report on the Corporate Governance is annexed separately as part of this report along with a certificate of compliance from Company Secretary in Practice. Necessary requirements of obtaining certifications/declarations in terms of Clause 49 have been complied with.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are annexed and form an integral part ofthe Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is commitment of Company to improve the quality of life of the work force and their families and also the community and society at large. The Company believes in undertaking business in such a way it leads to overall development of all stake holders and Society.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

DISCLOSURES UNDER SECTION 217(1) (D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks and financial institutions and other business associates. A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the year''s performance.

On behalf of the Board of Directors For PINCON SPIRIT LIMITED (Formerly Sarang Viniyog Limited)

Place: Kolkata, Date: August 19, 2011 Sd/- Monoranjan Roy Chairman & Managing Director

 
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