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Directors Report of Pioneer Investcorp Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To The Members,

The Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2016

Financial Highlights

2015-2016 (Rs. in lakhs)

2014-2015 (Rs. in lakhs)

Profit before Tax

248.82

1134.28

Less: Tax expenses

41.44

291.50

Net Profit after Tax

207.38

842.78

Add: Balance Brought Forward from the Previous Financial Year

2079.41

1236.63

Balance Carried Forward to Balance Sheet

2286.79

2079.41

Economic Review

As per latest advance estimate of Central Statistical Organization (CSO), India''s Gross Domestic Product growth during the Financial Year 2015-16, is expected to increase to 7.6% as compared to 7.2% in the previous year. This expected growth in the Indian Economy was mainly due to moderate average CPI inflation due to sharp fall in crud oil prices at the external front and at the internal front it was aided mainly by Private consumption demand primarily in Urban Areas, increase in capital expenditure in public areas, limited increase in minimum support prices for food grains, subdued rural wage growth, and Government timely action of offloading of surplus food stocks. This was further supported by RBI''s strong anti-inflationary stand and quality fiscal consolidation objectives which restricted inflation well below 5% through the course of the year.

Further growing foreign exchange reserves and robust net Foreign Direct Investments were also positive signs of the growth in the Indian economy. The Current Account deficit is also expected to remain within the comfort level between 1 to 1.5% of Gross Domestic Product.

State of Company Affairs

Even though Indian economy is growing at a decent rate, Capital market conditions were not so encouraging mainly due to prevailing global financial market uncertainties affecting fluent capital inflows due to decline in commodity prices, slowing growth in China, significant exchange rate depreciation in many Emerging Market.

The above mentioned mixed economic and financial conditions resulted in ordinary Company''s performance both at top and bottom line in standalone and consolidated level. Standalone Income from operations for the during the Financial Year 2015-16 was Rs.2154.38 lacs as against Rs.2586.60 lacs in the Previous year, and also Consolidated Income from Operations was Rs.2346.66 lacs as against Rs.2882.32 lacs in the previous year. Further, Standalone Net Profit after tax was Rs.207.38 lacs as against Rs.842.78 lacs in the previous year and Consolidated Net Loss after tax was Rs.85.11 lacs as compared to Profit of Rs.620.24 Lacs in the previous year mainly due to reduction in Income from operations and other Income.

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, 2016.

Dividend

During the Financial Year 2015-16, due to lower profit and to conserve resources, the Board of Directors of the Company has decided not to recommend the payment of any dividend.

Subsidiary Companies

During the Financial Year 2015-16, there was no change in status of existing six wholly owned domestic subsidiaries as compared to previous year, however the Management of your Company has decided not to renew Portfolio Management Registration with SEBI in Pioneer Wealth Management Services Ltd., a Wholly Owned Subsidiary Company and also to surrender its non-operational commodity market membership with Commodity Stock exchanges held in Pioneer Commodity Intermediaries Pvt. Ltd., a Wholly Owned Subsidiary Company, due to lacklustre market conditions for small players and high compliance and administrative cost. Further Company has made further investment in Pionner Fund invest Pvt. Ltd., a NBFC registered with RBI and a wholly owned subsidiary company, in order to comply with RBI circular relating to minimum NOF. 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 Companies Act 2013, 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, 2016, 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) They 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, 2016 and of the Profit of the Company for the year ended on that date;

iii) They have 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, 2016, have been prepared on a going concern basis;

v) They 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) They 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, is given as a separate statement in the Annual Report.

Directors and Key Management Personnel

During the year under review, there was no change in the composition of the Board of Directors and Key Management Personnel of the Company.

The term of Mr. Gaurang Gandhi, Managing Director of the Company, will expire on 30th September, 2016, and being eligible for re-appointment, he has offered himself for reappointment and accordingly the Board of Directors of the Company at their meeting held on 25th July, 2016 reappointed Mr. Gaurang Gandhi, as Managing Director of the Company for a further period of 3 years w.e.f. 1st October, 2016, subject to approval of the Shareholders of the Company at the ensuing Annual General Meeting.

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

Annual Evaluation

The Annual Evaluation Policy commensurate with the size and requirements of the Company is continue to assist the Company by prescribing the method and manner in which formal annual evaluation should be 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included in the 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 financial year 2015-16, 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 31 to the financial statement which sets out related party transactions 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 financial year 2015-16, the Company has spent Rs.5 lacs on CSR activities.

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

Risk Management Policy

The Risk Management Policy continued to assist the Board on implementation of the risk management system in the day to day operation as may be applicable. 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 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 LLP, 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 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

Audit Committee

The Audit Committee comprises of Mr. C C. Dalal, Mr. A. B. Desai, Mrs. K.C. Maniar, all are Independent Directors and Mr. G. M. Gandhi - Managing Director.

All the recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2015-16.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI Listing (Obligation and Disclosures Requirements) Regulations, 2015, 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 nos.11, 12, 15, 18, and 27 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 no.26 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 was 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

25th July, 2016. Managing Director Director

(DIN - 00008057) (DIN - 00091132)


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


Mar 31, 2011

To The Members,

The Directors have pleasure in presenting their Twenty Sixth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2011.

Financial Highlights 2010-2011 2009-2010

(Rs. in lakhs) (Rs. in lakhs)

Profit before Tax 2131.65 1548.80

Less:- Provision for Tax 725.00 380.00

Add/(Less):- Deferred Tax Assets/ (Liabilities) 4.91 (43.89)

Less: Short provision for taxofearlier year 22.67 -

Net Profit after Tax 1388.89 1124.91

Add: Balance Brought Forward from the Previous Financial Year 1243.31 561.16

Less: Proposed Dividend 123.39 122.43

Less: TaxonProposed Dividend 20.02 20.34

Less: TransfertoGeneral Reserve 500.00 300.00

Balance Carried Forward to Balance Sheet 1988.79 1243.31

Performance Review

After a strong recovery in the fiscal year 2010, the Indian Economy consolidated further during fiscal 2011. Growth in Gross Domestic Product (GDP) during fiscal 2011 was 8.5% compared with revised estimates of 8% during fiscal 2010. Recovery in agricultural output, which increased 6.6% with higher crop output for the major food grains, led the growth in GDP. The manufacturing sector, after growing at double-digit rates of 11.3% in the first half, recorded subdued performance during second half with growth of only 5.8%. From a high of 9.3% in the first quarter, GDP growth came down to 7.8% by the fourth quarter due to lower expansion in the manufacturing and mining sectors. Index of industrial production (IIP) grew 7.8% during fiscal 2011 as against 10.5% during fiscal 2010 with growth in industrial activity coming down to low single digits in the later half of 2011. To counter inflation, Reserve Bank of India (RBI) increased its key repo rate by 225 bps from March 2010 to May 2011.

After touching record high levels in November 2010, the equity markets corrected due to geopolitical tensions in the world, adverse fiscal situation in developed countries, and revelations of alleged scams in the country. These resulted in delay in fiscal reforms and governance issues in the country. Concerns on near-term growth due to rate increases by RBI to counter inflation also weighed down on the Equity Markets. The BSE Sensex increased 10.9% from 17,428 at March 31, 2010 to 19,445 at March 31, 2011. The Indian rupee remained stable against the US dollar at Rs. 45.30 per US dollar at March 31, 2011 as against Rs. 45.10 per US dollar at March 31, 2010. Foreign Institutional Investors (FIIs) further invested US$ 24.3bn in the Indian Equities during fiscal year 2011.

Despite a volatile economic and market environment during the year, the Company further built on its relationship with various corporates by providing them with financial advisory services including Equity, Debt and Bonds placements.

Key result highlights include a significant growth in both the top line and bottom line. Total income increased 32% to Rs. 4871.02 lakhs as against Rs. 3678.36 lakhs and Profit before tax increased 38% to Rs. 2131.65 lakhs as against Rs. 1548.80 lakhs.

Increase in Share Capital

During the year under review, the Company issued 66,875 Equity Shares on the exercise of stock options to the Independent Directors and employees of the Company and its subsidiary under the "Pioneer Investcorp Ltd. – Employee Stock Options Scheme - 2006" and "Pioneer Investcorp Ltd. – Employee Stock Options Scheme - 2007"; consequently, the issued, subscribed and paid up Equity Share Capital increased from Rs. 1223.00 lakhs to Rs. 1229.69 lakhs as on March 31st, 2011.

Dividend

During the year under review, the Company purchased office premises for use of Company's official purpose at Bandra Kurla Complex. Further, considering the Company's expansion plans and requirement of capital expenditure and working capital, the Board of Directors, has recommended a dividend @ 10% (Rs. 1.00 per Equity Share of face value of Rs. 10/- each) for the year ended March 31st 2011, subject to approval of the shareholders at the ensuing Annual General Meeting.

Subsidiary Companies and Consolidated Financial Statements

During the year under review, the Company had six wholly-owned domestic subsidiaries and two wholly- owned overseas subsidiaries. In context of the globalization of the Indian economy and introduction of Accounting Standards on consolidated Financial Statements, The Ministry of Corporate Affairs (MCA) by way of General circular no.2/2011 dated 8th February, 2011, granted general exemption under Section 212(8) of the Companies Act, 1956 to all Company's having subsidiaries from attaching the Balance Sheet, Accounts and other documents of all existing subsidiaries to that of the Holding Company's Annual Accounts, including overseas subsidiaries.

Accordingly, 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 Subsidiaries. Instead, the Company will publish the Consolidated Accounts, in compliance with the above mentioned MCA circular. Copies of the annual audited Accounts of all its existing Subsidiaries, including its overseas Subsidiaries, may be sought by a member of the Company on making a written request to the Company. The Accounts of these Subsidiaries are also available for inspection to the 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 Financial Statements of all its existing Subsidiaries, including the overseas subsidiaries. From the Consolidated Financial Statements, it may be observed that for the year under review revenue from total income was Rs. 8930.11 lakhs and profit before tax is Rs. 2656.93 lakhs.

Coal Consultancy and Coal Trading

This is to inform the members that the Company is engaged in offering Coal Consultancy Services as part of the Investment Banking Services. The division has been functional for more than two years. The division provides consultancy services by identifying potential target acquisition of coal mines in various countries with the purpose of offering them to Indian power producers looking to acquire coal mines. The said division offers the entire gamut of advisory services that includes disseminating knowledge on the mines, helping to evaluate the quality of coal, and assistance in logistics of transportation and in technical and other commercial areas. The services include identifying the right source of coal, right quality of coal, negotiation on pricing, logistics and documentation.

The Coal Consultancy Division clocked revenue of Rs. 4.75 Cr. during the financial year ended March 31, 2011.

The Board of the opinion that the Company having established firmly in the area of Coal Consultancy, the time is right for it to venture into coal trading. The large unmet demand for good quality thermal coal for various existing Indian Power Producers and future plans of various power producers to put up power plants presents a good opportunity for coal trading. Further, the business of coal trading is a logical extension of coal consultancy.

The Board after the year end initiated its first step into coal trading by acquiring a majority stake in PINC Energy Resources Pvt. Ltd., a company already in the business of domestic coal trading.

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 selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, 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 of the Company for the year under review;

iii) The Directors took proper and sufficient care for maintaining 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, 2011 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.

Director

Mr. M. M. Gandhi, Promoter and founder of Pioneer Group passed away on May 7, 2011 at Mumbai. He was associated with your Company as its Managing Director for many years. 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 Section 255 and 256 of the Companies Act 1956 and read with Articles 107, 108, 109 and 110 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.

As per the requirements of the Clause 49 of the Listing Agreement, a brief resume of both the Directors proposed to be re-appointed, showing their qualification, experience and the names of the Companies in which they hold directorship, membership of the board committees, is 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 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 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 relating to 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.19 of Schedule 11 – Significant Accounting Policies and Notes to Accounts.

Employee Stock Option Schemes

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

During the year, the Company has also availed Shareholders approval for "Pioneer Investcorp Ltd. Employee Stock Option Scheme – 2010" for 20,00,000 Stock Options for the Directors and Employees of the Company and its Subsidiaries.

Corporate Governance Report

The Company has complied with all the mandatory provisions of the revised 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 staff members for their excellent contribution and to the bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

G.M.Gandhi C.C.Dalal

Managing Director Director

Mumbai

27th May, 2011.


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2010.

Financial Highlights 2009-2010 2008-2009 (Rupees in lakhs) (Rupees in lakhs)

Profit before Tax 1548.80 47.56

Less:-Provision for Tax 380.00 16.50

Less:-Fringe Benefit Tax — 10.39

Less:- Deferred Tax Liabilities 43.89 72.46

Less:-Prior Period Item (net of tax expense) — 1155.29

Less:- Short Provision for Tax for Earlier Years — 30.25

Net Profit / (Loss) after Tax 1124.91 (1237.33)

Add: Balance Brought Forward from the Previous Financial Year 561.16 1798.49

Less: Proposed Dividend 122.43 —

Less: Tax on Proposed Dividend 20.34 —

Less: Transfer to General Reserve 300.00 —

Balance Carried Forward to Balance Sheet 1243.31 561.16

Performance Review

The economic environment in India improved significantly in Financial Year 2010. The Index of Industrial Production (IIP) increased 10.4% during Financial Year 2010 compared with 2.7% during Financial Year

2009. Exports growth also turned positive from October 2009 after declining for 12 consecutive months. Net Fll inflows into India improved to US$ 23.6 billion during April-December 2009 from US$ 11.3 billion in the year ago period. The growth in gross domestic product (GDP) during the first half of Financial Year 2010 grew 7% compared with 6% in the second half of Financial Year 2009. During third quarter of Financial Year

2010, GDP growth moderated to 6% mainly due to 2.8% decline in agricultural output owing to below- normal monsoons, and a moderate 6.6% growth in services. For Financial Year 2010, GDP grew at a robust pace of 7.4% exceeding Central Statistical Organistions (CSO) estimate of 7.2%. During the second half of Financial Year 2010, inflationary pressure increased driven largely by food price inflation. Inflation, as measured by the wholesale price index increased from a low of-1% in June 2009 to 9.9% in March 2010.

The Equity markets also recovered significantly with the BSE Sensex increasing 80.5% from 9,709 as of March 31, 2009 to 17,528 as of March 31, 2010. The rupee appreciated from Rs. 51 per US dollar at end Financial Year 2009 to Rs. 45.1 per US dollar at end Financial Year 2010. The positive trends in the economy were also observed in the banking sector. Non-food credit growth at end December 2009 was 12.7% year- on-year compared with 17.8% at March 2009. Credit growth too revived during the fourth quarter of Financial Year 2010 with non-food credit growth reaching 16.9% at end-Financial Year 2010.

During the year under review, despite the volatility witnessed in the global and domestic markets the Company continued to strengthen its core competence in Investment Banking by rendering project and financial advisory services including private placement of Equities and issue of Bonds/GDRs/FCCBs to various corporate clients and industrial houses.

Key results include significant growth in the top line and bottom line. Total income increased 68% to Rs.3678.36 lakhs as against Rs.2184,78 lakhs in the year ago period and profit before tax rose more than 30 times to Rs.1548.80 lakhs versus Rs.47.56 lakhs.

Increase in Share Capital

During the year under review, the Company issued 2,00,200 Equity Shares on exercise of stock options by the Independent Directors and employees of the Company and its subsidiary under the "Pioneer Investcorp Ltd. - Employee Stock Options Scheme - 2006"; consequently, issued, subscribed and paid up Equity Share Capital increased from Rs.1202.98 lakhs to Rs.1223.00 lakhs as of March 31st, 2010.

Dividend

Considering the future expansion plans and the requirement of proposed capital expenditure and working capital for the Company, the Board of Directors of the Company, has recommended dividend @ 10% (Rs.1.00 per Equity Share of face value of Rs.10/- each) for the year ended March 31, 2010, subject to approval of shareholders at the Annual General Meeting. The dividend, if declared as above, would involve an outflow of Rs.122.43 lakhs including Rs.20.34 lakhs toward dividend tax, resulting in a total outflow of Rs.142.77 lakhs.

Subsidiary and Consolidated Financial Statements

During the year under review, the Company completed the process of voluntary winding up of Pioneer Investcorp International Ltd., a wholly owned Subsidiary situated in DIFC Dubai. A Company has been incorporated in Singapore "PINC International (Singapore) Pte. Ltd." and is awaiting license to commence commercial operations.

On an application made by the Company, the Ministry of Corporate Affairs has granted exemption under Section 212(8) of the Companies Act, 1956, from attaching to the Holding Companys Balance Sheet, Accounts and other documents of all its existing Subsidiaries, including its overseas Subsidiary. 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. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the financials of all its existing Subsidiaries, including its overseas Subsidiary. The Consolidated financial statements indicate that revenue from operations and Profit before tax for the year under review was Rs.6451.73 lakhs and Rs.2153.68 lakhs respectively.

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 selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent 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 of the Company for the year under review;

iii) The Directors took proper and sufficient care for 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 31st March, 2010, 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 provided separately in the Annual Report.

Fixed Deposits

The Company did not accept 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.

According to the requirements of the Clause 49 of the Listing Agreement, brief resume of both the Directors proposed to be re-appointed, their qualifications, experience and the names of the Companies in which they hold directorship and membership of the board committees, are provided in the Corporate Governance Report a 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, they offer themselves for reappointment. The Company received a certificate from the Auditors 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 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 thereunder, 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 and any Shareholder interested in obtaining a copy may write to the Company Secretary.

Conservation of Energy, Technology Absorption, Foreign Earnings and Outgoings

The Company has no activities relating to Conservation of Energy and Technology Absorption.

Details of the Companys foreign exchange earnings and outgo during the year under review are given in Note no.21 of Schedule 11 - Significant Accounting Policies and Notes to Accounts.

Employee Stock Option Schemes

The disclosures required to be made in the Directors Report in respect of Employees Stock Option Schemes 2006 and 2007, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are contained in the annexure, a part of the Directors Report.

Corporate Governance Report

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

Acknowledgments

The Board wishes to express its 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 10th May, 2010. Managing Director Director

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