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Directors Report of Pioneer Investcorp Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirtieth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2015.

Financial Highlights 2014-2015 2013-2014 (Rs.in lakhs) (Rs.in lakhs)

Profit before Exception Items 1134.28 92.19

Exceptional Item - (1246.26)

Profit / (Loss) before Tax 1134.28 (1154.06)

Provision for Tax 291.50 (42.00)

Short provision for tax of earlier year - (47.77)

Deferred Tax Assets - 2.70

Net Profit / (Loss) after Tax 842.78 (1241.13)

Add: Balance Brought Forward from the 1353.95 2595.08 Previous Financial Year

Balance Carried Forward to Balance Sheet 2196.73 1353.95

Economic Review

The Indian economy has made strong progress backed by stable political results coming from the general elections outcome in May 2014 that supported business, investor, and consumer sentiment. Thereafter, a supportive global commodity price environment along with gradual improvement in governance resulted in increase in economic output. Led by the manufacturing, finance, and electricity sectors, the Government expects GDP growth for FY 2014-15 to come at 7.4% from 6.9% in FY 2013-14.

The Indian Economy in 2014-15 has emerged as one of the largest economies with a promising economic outlook on the back of controlled inflation, rise in domestic demand, increase in investments, decline in oil process, and reforms among others.

Indian economy's outlook for FY 2015-16 appears optimistic. Confluence of three critical factors - benign commodity price outlook, domestic monetary easing and policy support from the Government, is likely to help in improving the growth-inflation balance. International rating agency Moody's, upgraded India's sovereign outlook to positive from stable in April 2015.

Even though Capital Market continued with the upside momentum and the Benchmark indices i.e. BSE Sensex and Nifty Closed at high in comparison to their previous yeas closed during the year end under review, the Indian IPO market in Financial Year 2014-15 continued to its downward trend as compared to the previous years. Further data of credit off take also not encouraging resulting in sluggish growth.

However with the stable Government at the Centre and the expectations of consistent economic policies from the Government relating to taxes, Foreign Direct Investments and more economic reforms, and recent amendments by SEBI relating to timing and simplification of process to boost the sentiment of the capital market resulted in various Companies filing their offer document with SEBI.

State of Company Affairs

The above mentioned mixed economic and financial conditions resulted in stagnant Company's performance in both standalone and consolidated top and bottom line of the Company. Standalone Income from operations for the year under review was stagnant to Rs.2586.60 as against Rs.2674.28 lakhs, and also Consolidated Income from Operations was stagnant to Rs. 2882.32 as against Rs. 2999.35 lakhs. However, Net Profit after tax standalone was Rs.842.78 Lacs as compared to Loss of Rs.1241.13 lacs in the previous year (due to onetime exceptional item) and Consolidated Net Profit after tax was Rs.620.24 lacs as compared to Loss of Rs.2085.60 Lacs in the previous year.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Share Capital

During the year under review, the Company has not issued any Equity Shares consequently, the Issued, Subscribed and Paid up Equity Share Capital remains Rs.1229.69 lakhs as at March 31st, 2015.

Dividend

During the year under review, the Board of Directors of the Company has decided to conserve resources, not to recommend the payment of any dividend for the year ended March 31st, 2015.

Subsidiary Companies

During the year under review, their was no change in status of existing six wholly owned domestic subsidiaries as compared to previous year. A Report on the performance and financial position of each of the subsidiaries as per the Companies Act, 2013 is provided in the Financial Statement of the Company.

Consolidated Financial Statements

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all its existing subsidiaries and instead to publish the Consolidated Accounts. Copies of the Annual Audited Accounts of all its existing subsidiaries, can also be obtained by a member of the Company on making a written request to the Company in this regard. The Accounts of these subsidiaries are also available for inspection for members of the Company at the Registered Office of the Company during the Company's business hours. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Accounts of all its six existing domestic subsidiaries.

Directors Responsibility Statement

Your Directors state that:

i) In the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable Accounting Standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

ii) The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit of the Company for the year ended on that date;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate 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 annexed Annual Accounts for the Accounting Year ended on 31st March, 2015, have been prepared on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by the Company and the such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

Directors

The Board of Directors of the Company at their meeting held on 22nd June, 2015, has accepted resignation of Mr. Nalinkant A. Rathod, Independent non-executive Director of the Company due to his pre occupation and also appointed Mrs. Kamlini C. Maniar, as an additional Director in accordance with provisions of Articles of Association of the Company and further to comply with the requirements of the Companies Act, 2013 and Rule 3 of The Companies (appointment and Qualification of Directors) Rule, 2014 and Clause 49 of the Listing Agreement relating to appointment of at lease one Woman Director on the Board of Listed Company.

In accordance with Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made there-under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mrs. Kamlini C. Maniar, Independent Non-executive Directors of the Company is eligible for appointment at the ensuing Annual general Meeting of the Company for a period of 5 consecutive years.

The Company has received declaration from Mrs. Kamlini C. Maniar confirming that she meet with the criteria of independence as per sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

In accordance with Clause 49 of the Listing Agreement, brief resume of Mrs. Kamlini C. Maniar Independent Non- executive Directors proposed to be appointed, her qualification, experience and the names of the Companies in which she hold directorships, memberships of the board committees, are provided below:

Directors Profile

Appointment of Independent non-executive Director

Mrs. Kamlini C. Maniar, an additional Independent Non-executive Directors appointed on 22nd June, 2015, by the Board of Directors of the Company and being eligible offer herself for appointment as Independent Non- executive Director for a period of 5 years pursuant to Clause 49 of the Listing Agreement, the information relating to appointment of Director is as follows:

Name of Director Kamlini C. Maniar

Brief Resume Mrs. Maniar is a qualified L.L.B. and was a Senior Banker with Bank of India, with 32 years of experience of core area expertise in Corporate Financing, Foreign Exchange, Diamond Business financing and retail Banking operations. She also Headed as CEO for almost 10 years with Ador Finance Ltd., an RBI registered NBFC & an affiliate Company of Ador Weldings Ltd. handling lending, Share / Debenture Issues, Foreign Loan tie-ups & Share Transfer Registry.

Nature of his She specializes in Corporate Finance and Banking. expertise

Other Directorship Foods and Inns Limited

Other Committee Nil Membership

Number of Shares Nil held in the Company

The Policy on Directors Appointment and Remuneration of Directors, Key Managerial Personnel and other employees is annexed herewith as Annexure 1.

Annual Evaluation

The Company has devised suitable Policy as per the size and requirements of the Company prescribing the method and manner in which formal annual evaluation has been made of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non- executive Directors and executive Directors.

Corporate Governance

The Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement. As part of the Company's efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

Contracts and arrangement with Related parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.pinc.co.in

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. During the year, the Company has spent Rs. 6.50 Lacs on CSR activities.

The disclosure in the Annual Report on CSR activities is annexed herewith marked as Annexure 2.

Risk Management

During the year, your Directors have formulated a Risk Management Policy which has been entrusted with the responsibility to assist the Board on implementation of the risk management system in the day to day operation as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee.

The Risk Management policy intends to cover serious concerns that could have risk impact on the operations and performance of the business of the Company as well as its Wholly Owned Subsidiaries.

Internal Financial Controls

The Company has in place adequate internal financial controls Commensurate with its requirements and the size of its business.

Employee Stock Option Schemes

The disclosures required to be made in the Directors' Report in respect of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure 3, forming part of the Directors' Report.

Auditors and Auditors Report

Jayesh Dadia & Associates, Chartered Accountants, and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be in accordance with sub section (1) of Section 139 read with Section 141 of the Companies Act, 2013. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. Aspi Bhesania, Practising Company Secretary, (ICSI membership number: 6119 C.P. no.9657) to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except for appointment of woman Director by the Company till 31st March, 2015, which the Company has complied with on 22nd June, 2015 by appointing Mrs. Kamlini C. Maniar.

DISCLOSURES:

Audit Committee

The Audit Committee comprises Independent Directors namely Shri C C. Dalal (Chairman), Shri. A. B. Desai, and Mr. G. M. Gandhi Managing Director.

All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, for the directors and employees to report genuine concerns in such manner as, may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at www.pinc.co.in

Meetings of the Board

6 (Six) meetings of the Board of Directors were held during the year. For further details, please refer separate report on Corporate Governance forming part of Annual Report.

Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as per sub-section (6) of Section 149 of the Companies Act, 2013.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 11, 12, 15, 18 and 28 to the standalone financial statement).

Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company's foreign exchange earnings and expenditures during the year under review are given in Note 27 to the standalone financial statement.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure 5 to this Report.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed herewith as Annexure 6 to the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also annexed herewith as Annexure 7 to the Annual Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi C. C. Dalal 23rd July, 2015. Managing Director Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Ninth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2014.

Financial Highlights 2013-2014 2012-2013 (Rs. in lakhs) (Rs. in lakhs)

Profit/(Loss) before Exception Items 92.19 (164.81)

Exceptional Item (1246.26) 519.84

Profit/(Loss) before Tax (1154.06) 355.03

Provision for Tax (42.00) (71.00)

Short provision for tax of earlier year (47.77) (37.93)

Deferred Tax Assets 2.70 35.94

Net Profit/(Loss) after Tax (1241.13) 282.04

Balance Brought Forward from the Previous

Financial Year 2595.08 2313.04

Balance Carried Forward to Balance 1353.95 2595.03 Sheet

Performance Review

Global economic growth has strengthened in 2013. With accommodative monetary policy stance and reduced fiscal tightening, advanced economies performed well In 2013. However, the growth In emerging market have been disappointing due to less favourable external environment and country specific weak fundamentals such as High inflation and wide current account deficit. This has translated into weak Investor sentiments for emerging markets.

The Indian economy grew below 5% rate for the second year in a row, mainly due to decrease in industrial growth and sluggish Investment demand, High Interest rates, sticky retail Inflation, policy uncertainty and declining capital productivity constrained industrial output. Faced with compulsions to rein in fiscal deficit, slackening government spending had a detrimental impact on rural consumption growth. The result was that investment and consumption growth declined to 11-year lows.

In FY 2013-14, the Indian economy showed signs of cautious improvement. In the second half of the fiscal year under review, the Indian economy received much needed boost through infrastructure project approvals by the Cabinet Committee on Investments (CCI) and moderating trajectory of inflation. While the Indian economy more or less stagnant for the first half of FY 2013-14, timely policy responses to contain twin deficits helped restore a semblance of stability during the second half.

The Indian IPO market in Financial Year 2013-14 continued to its downward trend as compared to the previous years. Further data from private placement both in Equity and Debt Sector as well as from secondary market were also not encouraging resulting in lackluster capital market during 2013-14.

The downward trend in Indian Economy as well as in Capital Market affected both standalone and consolidated top and bottom line of the Company. Standalone Income from operations for the year under review, was stagnant to Rs. 2674.28 lakhs as against Rs. 2622.11 lakhs, and also Consolidated Income from Operations reduced to Rs. 2999.35 lakhs as against Rs. 4231.68 lakhs.

The Company is hoping that with the stable Government at the Centre and the expectations of consistent economic policies from the Government relating to taxes. Foreign Direct Investments and more economic reforms, and slew of changes ushered in by Securities & Exchange Board of India, to boost up the retail interest in the capital market will help in improving capital market sentiments in coming 3 to 4 quarters and the Company''s will try to take full advantage of such conditions by providing financial advisory services Including Equity, Debt and Bonds placements to Its existing clients and dynamically building new relationships in its portfolio of clients to enable the Company to take advantage of future opportunities.

Share Capital

During the year under review, the Company has not issued any Equity Shares consequently, the Issued, Subscribed and Paid up Equity Share Capital remains Rs. 1229.69 lakhs as at March 31st, 2014.

Dividend

During the year under review, due to Loss and to conserve resources, the Board of Directors of the Company, has decided not to recommend the payment of any dividend for the year ended March 31st, 2014.

Subsidiary Companies

During the year under review, the Company has initiated the process of voluntarily winding up of its overseas Wholly Owned Subsidiary PINC Fund Advisors LLC at Mauritius due to unviable business circumstances, therefore the said Subsidiary was not taken into consideration in the consolidated Financial Statement and at the end of the year the Company has six Domestic Wholly Owned Subsidiaries.

Consolidated Financial Statements

In terms of General Circular of Ministry of Corporate Affairs (MCA) granting exemption to all the Companies having subsidiaries, not to attach to the Holding Companies Balance Sheet, Accounts and other documents of all its existing subsidiaries, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all Its existing subsidiaries and instead to publish the Consolidated Accounts. Copies of the Annual Audited Accounts of all its existing subsidiaries, can also be obtained by a member of the Company on making a written request to the Company in this regard. The Accounts of these subsidiaries are also available tor inspection tor members of the Company at the Registered Office of the Company during the Company''s business hours. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Accounts of all its existing subsidiaries.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annua! Accounts for the year ended 3 1st March, 2014, the applicable Accounting Standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same;

ii) The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for that period;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate 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; and

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March, 2014, have been prepared on a going concern basis;

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

Directors

Mr. C. M. Maniar, an Independent Non-Executive Director of the Company passed away on June 29, 2014 at Mumbai. He was associated with your Company as Its Director for three decades. Your Company has benefited from his rich experience and the Board places on record its appreciation for his valuable contribution, astute guidance in the growth of the Company and also for yeomen services rendered by him during his association with your Company. The Board places on record its sense of grief to his family members and prays to Almighty to give strength to the bereaved family members to bear this irreparable loss. May his soul rest in eternal peace and harmony.

In accordance with Sections 149,152 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification (s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. C. C. Dalai, Mr. A. B. Desai and Mr. N. A. Rat hod, Independent Non-executive Directors of the Company are liable for appointment at the ensuing Annual general Meeting of the Company for a period of 5 consecutive years.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as per sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

In accordance with Clause 49 of the Listing Agreement, brief resumes of the Independent Non-executive Directors proposed to be appointed, their qualification, experience and the names of the Companies in which they hold directorships, memberships of the board committees, are provided in the Corporate Governance Report forming part of the Annual Report.

Auditors and Auditors Report

Jayesh Dadia & Associates, Chartered Accountants, and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be In accordance with sub section (1) of Section 139 read with Section 141 of the Companies Act, 2013. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Particulars of Employees

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Companies Act. 1956, the Directors'' Report Is being sent to all the shareholders of the Company excluding the aforesaid annexure. The annexure Is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures.

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company''s foreign exchange earnings and expenditures during the year under review are given in Note no.26 of financial statements.

Employee Stock Option Schemes

The disclosures required to be made in the Directors'' Report in respect of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure, forming part of the Directors'' Report.

Corporate Governance Report

The Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi C. C. Dalai 18th July, 2014. Managing Director Director (DIN - 00008057) (DIN - 00091132)


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2013.

Financial Highlights

2012-2013 2011-2012 (Rs. in lakhs) (Rs. in lakhs)

Profit before Tax 355.03 743.71

Less:- Provision for Tax 71.00 320.00

Less: Short provision for tax of earlier year 37.93 222.43

Add :- Deferred Tax Assets 35.94 194.43

Net Profit after Tax 282.04 395.71

Add: Balance Brought Forward from the Previous Financial Year 2313.04 1988.79

Less: Proposed Dividend 61.49

Less: Tax on Proposed Dividend 9.97

Less: Transfer to General Reserve

Balance Carried Forward to Balance Sheet 2595.08 2313.04

Performance Review

After two years of good growth, the Indian economy came under pressure in the Financial Year 2012-13. The Gross Domestic Product (GDP) growth rate fell to 5% during the year, the lowest in a decade. The Indian financial system continued to face a deficit in liquidity through Fiscal Year 2013. Considering the tight liquidity conditions, RBI not only reduced the Cash Reserve Ratio (CRR) from 4.75% to 4.00% in Fiscal Year 2013 but also injected liquidity of approximately INR 1.5 lakh Crore through Open Market Operations (OMO).

The growth of industrial production slide in Fiscal Year 2013 was, mainly due to contraction in mining and electricity generation and slowing growth in manufacturing sectors. Consequently, on a cumulative basis, growth in industrial production decelerated to 0.9 per cent during 2012-13 (April-February) from 3.5 per cent in the corresponding period of the previous year. The composite Purchasing Managers'' Index (PMI), which encompasses manufacturing and services, fell to a 17-month low in March 2013. Thus, the most recent indicators suggest that growth in Quarter 4 of 2012-13 would have remained low.

On the demand side, the persisting decline in capital goods production during April 2012 - March 2013 reflects depressed investment conditions. The decrease in corporate sales and weakening consumer confidence suggest that the slowdown could be spreading to consumption spending.

An analysis of corporate performance during Quarter 3 of 2012-13, based on a common sample of 2,473 non-government non-financial companies, indicates that growth in sales as well as profits decelerated significantly. Early results of corporate performance in Quarter 4 indicate continuing reduction in sales though profit margins increased slightly.

The Indian IPO markets in Fiscal Year 2013 remained sluggish with INR 6,177 crores and INR 15,386 crores raised from equity and debt issues till February 2013 compared to INR 10,231 crores and INR 32,172 crores respectively in FY12.

The above Indian economy''s sluggish factors affected the Investment Banking business of the Company both in Debt and Equity Segments and affecting both the standalone and consolidated top and bottom line of the Company. Standalone Income from operations for the year under review, reduced to Rs. 2622.11 lakhs as against Rs. 3795.02 lakhs and Profit before tax reduced to Rs. 355.03 lakhs as against Rs. 743.71 lakhs, and also Consolidated Income from Operations reduced to Rs. 4231.68 lakhs as against Rs. 6331.45 lakhs and the Profit before Tax reduced to half Rs. 584.46 lakhs as against Rs. 1065.73 lakhs.

The Company is maintaining its relationship with its existing clientele by providing financial advisory services including Equity, Debt and Bonds placements and dynamically building new relationships in its portfolio of clients to enable the Company to take advantage of future opportunities as and when economic conditions improves.

Share Capital

During the year under review, the Company has not issued any Equity Shares consequently, the Issued, Subscribed and Paid up Equity Share Capital remains Rs. 1229.69 lakhs as at March 31st, 2013.

Dividend

During the year under review, due to a lower net profit and to conserve resources, the Board of Directors of the Company, has decided not to recommend the payment of any dividend for the year ended March 31st, 2013.

Subsidiary Companies

During the year under review, the Company has disposed off its Wholly Owned Subsidiary PINC Energy Resources Pvt. Ltd., therefore the said Subsidiary was not taken into consideration in the consolidated Financial Statement and at the end of the year the Company has seven Wholly Owned Subsidiaries including one overseas subsidiary.

Consolidated Financial Statements

In terms of General Circular of Ministry of Corporate Affairs (MCA) granting exemption to all the Companies having subsidiaries, not to attach to the Holding Companies Balance Sheet, Accounts and other documents of all its existing subsidiaries, including its overseas subsidiaries, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all its existing subsidiaries, including its overseas subsidiary, and instead to publish the Consolidated Accounts. Copies of the Annual Audited Accounts of all its existing subsidiaries, including its overseas subsidiary, can also be obtained by a member of the Company on making a written request to the Company in this regard. The Accounts of these subsidiaries are also available for inspection for members of the Company at the Registered Office of the Company during the Company''s business hours. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Accounts of all its existing subsidiaries, including its overseas subsidiary.

Directors Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

ii) The Directors had selected such accounting policies and have 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 loss of the Company for the year under review;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate 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; and

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March, 2013, have been prepared on a going concern basis.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

Directors

In accordance with Section 255 and 256 of the Companies Act 1956, and read with Articles 105, 106 and 107 of the Articles of Association of the Company, Mr. C. C. Dalal and Mr. N. A. Rathod, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual general Meeting of the Company.

In accordance with Clause 49 of the Listing Agreement, brief resumes of both the Directors proposed to be re-appointed, their qualification, experience and the names of the Companies in which they hold directorships, memberships of the board committees, are provided in the Corporate Governance Report forming part of the Annual Report.

Auditors and Auditors Report

M/s. Jayesh Dadia & Associates, Chartered Accountants, and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Particulars of Employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Companies Act. 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company''s foreign exchange earnings and expenditures during the year under review are given in Note no.25 of financial statements.

Employee Stock Option Schemes

The disclosures required to be made in the Directors'' Report in respect of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure, forming part of the Directors'' Report.

Corporate Governance Report

The Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G.M.Gandhi C.C.Dalal

5th July, 2013. Managing Director Director


Mar 31, 2012

The Directors have pleasure in presenting their Twenty Seventh Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2012.

Financial Highlights 2011-2012 2010-2011 (Rs.in lakhs) (Rs.in lakhs)

Profit before Extraordinary Items 1033.68 2131.65

Less : Extraordinary Item 289.97 -

Profit before Tax 743.71 2131.65

Less:- Provision for Tax 320.00 725.00

Add :- Deferred Tax Assets 194.43 4.91

Less: Short provision for tax of earlier year 222.43 22.67

Net Profit after Tax 395.71 1388.89

Add: Balance Brought Forward from the Previous Financial Year 1988.79 1243.31

Less: Proposed Dividend 61.49 123.39

Less: Tax on Proposed Dividend 9.97 20.02

Less: Transfer to General Reserve - 500.00

Balance Carried Forward to Balance Sheet 2313.04 1988.79

Performance Review

After two years of strong growth, the Indian economy came under pressure in the Financial Year 2011-12. The Gross Domestic Product (GDP) growth rate fell to 6.1% during the December quarter, the lowest in almost three years. As a consequence of the resulting uncertain economic environment, global investors withdrew their capital from the Indian markets. The net investment by Foreign Institutional Investors (FIIs) in Indian stock markets during Financial Year 2011-12 was the lowest in the last three years at Rs.47,935 crore. This movement also triggered the weakening of the Indian Rupee with Dollar - Rupee exchange rate moving from INR 44.5 = 1 USD to INR 57.22 = 1 USD during 1st quarter of Financial Year 2012-13.

The Indian capital markets also suffered during Financial Year 2011-12 providing negative returns for the first time in three years. The subdued sentiments of the domestic investors is reflected in the fact that even mutual funds were net sellers in the equity markets to the tune of Rs.1,280 crore during this year.

High interest rates prevailing in the debt markets diverted flows from equity markets to debt markets. During Financial Year 2011-12, a total of about 9.5 lakh new investor accounts were opened in the country, which is almost half of about 19 lakh new accounts opened during previous Financial Year 2010-11. The pressures on the capital markets are further highlighted by the Initial Public Offering (IPO) statistics for the year; during Financial Year 2011-12 (34 Companies) raised only Rs. 5,892.88 crore - the second lowest since Financial Year 2004-05.

While the Government of India has proposed various initiatives to alleviate the prevailing situation such as allowing Qualified Foreign Investors (QFIs) to access Indian Corporate Bond Market and simplifying the process of IPOs, the challenges offered by an uncertain global situation and delays in domestic policy implementation could prolong the misery of the Indian economy.

Despite a volatile economic and market environment during the year, the Company is maintaining its relationship with its existing clientele by providing financial advisory services including Equity, Debt and Bonds placements and dynamically building new relationship in its portfolio of clients to enable the Company to take advantage of future opportunities as and when economic conditions improve.

The Indian economy slowdown factors affected both the standalone and consolidated top and bottom line of the Company. Standalone total income for the year under review, reduced to Rs. 3797.68 lakhs as against Rs. 4871.02 lakhs and Profit before tax reduced to Rs. 743.71 lakhs as against Rs. 2131.65 lakhs, and Consolidated Revenue from Total Income reduced to Rs. 6641.75 lakhs as against Rs. 8930.11 lakhs and the Profit before Tax reduced to Rs. 1065.73 lakhs as against Rs. 2656.93 lakhs, for the previous year.

Coal Consultancy

The coal consultancy division of the Company continued it's offering Coal Consultancy Services as part of the Investment Banking services. The said division has clocked revenues to the tune of Rs. 678 lakhs during the year under review as against revenues ofRs. 475 lakhs, for the previous year.

Share Capital

During the year under review, the Company has not issued Equity Shares consequently, the issued, subscribed and paid up Equity Share Capital remains to Rs. 1229.69 lakhs as of March 31st, 2012.

Dividend

During the year under review, due to a lower net profit and to conserve resources, the Board of Directors of the Company, has for the year ended March 31st, 2012, recommended a dividend @ 5% percent (paise 50 (fifty) per Equity Share of face value of Rs. 10/- each), subject to approval of the shareholders at the Annual General Meeting. The dividend, if declared as above, would involve an outflow of Rs. 61.48 lakhs towards dividend, and Rs. 9.97 lakhs towards dividend tax, resulting in a total outflow of Rs. 71.45 lakhs.

Subsidiary Companies

During the year under review, the Company has eight Wholly Owned Subsidiaries including one overseas subsidiary.

The Company has withdrawn the application for license from Monetary Authority of Singapore (MAS) for its Singapore operations and existed its operations, considering global gloomy business environment.

The Management has restructured human resources in its Institutional broking and Equity Research operations of Infinity.Com Financial Securities Ltd., due to falling volumes in equity market, cost escalation and stiff competition.

The Company's subsidiary PINC Energy Resources Pvt. Ltd., engaged in coal trading and trading in other commodities has clocked turnover of Rs. 16462.00 lakhs and revenues to the tune of Rs. 65.00 lakhs.

Consolidated Financial Statements

In terms of General Circular of Ministry of Corporate Affairs (MCA) granting exemption to all the Companies having subsidiaries, not to attach to the Holding Company's Balance Sheet, Accounts and other documents of all its existing subsidiaries, including its overseas subsidiaries, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all its existing subsidiaries, including its overseas subsidiary, and instead to publish the Consolidated Accounts. Copies of the Annual Audited Accounts of all its existing subsidiaries, including its overseas subsidiary, can also be sought by a member of the Company on making a written request to the Company in this regard. The Accounts of these subsidiaries are also available for inspection for members of the Company at the Registered Office of the Company. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Accounts of all its existing subsidiaries, including its overseas subsidiary.

Directors Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

ii) The Directors had selected such accounting policies and have 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 loss of the Company for the year under review;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate 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; and

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March, 2012, have been prepared on a going concern basis.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

Directors

In accordance with Section 255 and 256 of the Companies Act 1956, and read with Articles 105, 106 and 107 of the Articles of Association of the Company, Mr. C. M. Maniar and Mr. A. B. Desai, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual general Meeting of the Company.

As per the requirements of the Clause 49 of the Listing Agreement, brief resume of both the Directors proposed to be re-appointed, their qualification, experience and the names of the Companies in which they hold directorship, membership of the board committees, are provided in the Corporate Governance Report forming part of the Annual Report.

Auditors and Auditors Report

M/s. Jayesh Dadia & Associates, Chartered Accountants (Firm Reg. No. 121142W) and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further explanation.

Particulars of Employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors' Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Companies Act. 1956, the Directors' Report is being sent to all the shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption, Foreign Earnings and Outgoings

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company's foreign exchange earnings and outgo during the year under review are given in Note no.23 of financial statements.

Employee Stock Option Schemes

The disclosures required to be made in the Directors' Report in respect of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure, forming part of the Directors' Report.

Corporate Governance Report

The Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement.

As part of the Company's efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi C. C. Dalal

2nd August, 2012. Managing Director Director

 
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