Directors Report of Pioneer Investcorp Ltd.
Mar 31, 2018
DIRECTORS'' REPORT
To The Members,
The Directors have pleasure in presenting 33rd Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2018
|
Financial Highlights |
2017-2018 |
2016-2017 |
|
(Rs. in lakhs) |
(Rs. in lakhs) |
|
|
Profit before Tax |
137.43 |
2151.72 |
|
Less/(Add): Tax expenses |
(15.22) |
854.73 |
|
Net Profit after Tax |
152.65 |
1296.99 |
Economic Review
During the year end under review, it was contrasting two half for the Indian Economy in which first half was embarked by adjustment relating to Demonetization and practical difficulties relating to implementation of Goods & Service Tax (GST) faced by the Industry that affected the business sentiment during the first half. However, the things were dramatically improved in the second half, after the complete demonetization of the Indian economy and smoothening of GST reforms, business sentiments improved positively resulting in Gross Domestic Product (GDP) projected to grow at 7.2% during second half as compared to 6.1% growth seen in first half, during the year end under review.
The reforms implemented by the Government, alongwith accommodative RBI monetary Policy, smoothen the ease and way of doing business in India. Further implementation of Insolvency & Bankruptcy Code gave the much needed powers to the Banks/NBFCs/Financial Institutions to convert NPAs into recoverable Assets. The growth story of the Indian economy further boosted by improved rating by the credit rating agency moody''s and a long jump in ranking from 132 to 100 in World Bank''s Doing Business Assessment report.
Overview of Financial Performance
As compared to last year the business and revenues of the Company and Group was weakened during the year end under review, due to lacklustre capital market activities particularly in the mid level segment, lesser demand of capital expenditure by the Industry, rise in banking fraud particularly in PSU Banks resulting in lesser credit approvals by the Banks/Financial Institutions, affected the Company''s Investment Banking Income both in Equity and Debt segment and Company''s revenues through investment activities in Government Securities / Corporate Bonds was also affected by rise in inflation due to higher crude oil prices resulting in tightening by RBI Monetary policy by increasing the interest rates. These factors affected the top line resulting in lower bottom line profits of the Company and the Group as a whole.
The company''s standalone income from operations during the Financial Year 2017-18 was reduced by almost half to Rs.2780.52 as compared to Rs.5300.84 lakhs during previous Financial Year 2016-17, and also consolidated Income from operations dropped to Rs.3349.80 lakhs as against Rs. 6219.85 lakhs 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''s Issued, Subscribed and Paid up Equity Share Capital remains unchanged at Rs.1229.69 lakhs as at March 31st, 2018.
Dividend
Due to lower profit the Board of Directors of the Company has decided not to recommend dividend for the Financial Year 2017-18.
Subsidiary Companies
During the Financial Year 2017-18, there were no changes in status of existing six wholly owned subsidiaries as compared to previous year. During the year end under review, the Company has redeemed its investment of 6,00,000 redeemable preference shares of Rs.100/- each at par in Inifinity.Com Financial Securities Ltd. and also invested in said Subsidiary by subscribing to 3,00,000 6% Non Cumulative Non Participating Redeemable Preference Shares of Rs.100/- each fully paid up.
Consolidated Financial Statements
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 pursuant to Section 136(1) of the Act. Annual Audited Accounts of all its existing subsidiaries can also be obtained by members of the Company by making written request to the Company. The Accounts of these subsidiaries are also available for inspection to 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 Accounts of all its six existing subsidiaries
Directors Responsibility Statement
Your Directors state that:
i) In the preparation of the Annual Accounts for the year ended 31st March, 2018, 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, 2018 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, 2018, 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 end under review, there was no change in the composition of the Board of Directors of the Company.
During the year end under review, there was no change in the existing Key Management Personnel, however Mr. Rakesh Bhatia, Chief Financial Officer (CFO) of the Company has resigned w.e.f. 1st June, 2018 due to ill health consequently Board of Directors of the Company has appointed Mr. Sanjay Kabra as CFO of the Company, w.e.f. 02nd August, 2018.
The Board of Directors of the Company place on record sincere appreciation and gratitude to Mr. Rakesh Bhatia, for his valuable contribution in the growth and development of PINC Group during his tenure and wish him all the best.
Annual Evaluation
Your Company in line with the provisions of the Companies Act, 2013, Listing Regulations, has laid down Policy in which criteria for performance evaluation of the Directors including Chairman, Managing Director, Board Committees and Board as a whole as well as the evaluation process for the same. The Policy continued to assist the Company the manner in which formal annual evaluation should be made.
Corporate Governance
Corporate Governance is based on the principles of conducting the business with all integrity, fairness, and being transparent with all the transactions, making the necessary disclosures and decisions, complying with the laws of the land, accountability and responsibility towards the stakeholders and commitment of conducting the business in an ethical manner. 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
There were no materially significant transactions with related parties including promoters, directors, key managerial personnel, subsidiaries or relatives of the Directors during the financial year which could lead to a potential conflict with the interest between the company and these parties. The details of the transactions with related parties, if any, were placed before the Audit Committee from time to time. There were no material individual transactions with related parties, which were not in the ordinary course of business of the Company, nor were there any transactions with related parties, which were not on arm''s length basis.
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 no.30 to the financial statement which sets out related party transactions disclosures.
Corporate Social Responsibility (CSR)
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has established Corporate Social Responsibility (''CSR'') Committee. During the financial year 2017-18, the Company has spent Rs.21 lakhs on CSR activities as approved by the Board of the Company. The disclosure in the Annual Report on CSR activities is annexed herewith marked as Annexure 2.
Risk Management Policy
Company''s Risk Management Policy continued to guide the Board on risk assessment, management and contributes to controls, manage, measure and mitigate the risk faced by the management in the day to day operation. 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
Your Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. Further, the Board also keeps updating internal control systems by recommending necessary modifications in light of changing business requirements.
Employee Stock Option Scheme
The Employee Stock Option Scheme is administered by the Nomination & Remuneration Committee of the Board. The disclosures required to be made in the Directors'' Report in respect of Employees Option Schemes, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure 3, forming part of the Directors'' Report.
Out of the 13,14,000 Stock Options granted to the Employees of the Company last year by the Nomination and Remuneration Committee 25% of granted Stock options has been vested during the year end under review, as per the terms and conditions of the grant.
Auditors and Auditors Report
As members of the Company are aware that the Company in order to comply with the applicable provisions of the Companies Act, 2013 and the Rules made there under, relating to mandatory rotation of Statutory Auditors, the Company has obtained members approval in the last AGM to appoint J. D. Jhaveri & Associates, Chartered Accountant (Firm Reg. no. 111850W) as the statutory auditors of the Company, to hold office for a period of five consecutive years commencing from the Financial Year 2017-18, on a remuneration that may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis. However, such appointment is subject to ratification by the members of the Company at the Annual General Meeting of the Company as per the applicable provisions of the Companies Act, 2013 and the Rules made there under. Accordingly, the appointment of J. D. Jhaveri & Associates, Chartered Accountant (Firm Reg. no. 111850W) as the statutory auditors of the Company is being placed before the members of the Company for ratification.
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
Pursuant to Section 204 of the Companies Act, 2013, your Company had appointed Mr. Aspi Bhesania, Practicing Company Secretary, (ICSI membership number: 6119 C.P. no.9657) as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2017-18. The Company provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the financial year 201718 is annexed to this report as Annexure 4. There are no observations, reservations or adverse remarks in the Secretarial Audit Report.
DISCLOSURES:
Audit Committee
The Audit Committee comprises of Independent Directors namely Mr. C C. Dalal (Chairman), Mr. A. B. Desai, Mrs. K.C. Maniar and Mr. G. M. Gandhi - Managing Director. All the recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2017-18.
Vigil Mechanism
In line with the provisions of Listing Regulations, the Companies Act, 2013 and the principles of good governance, your Company has devised and implemented a vigil mechanism, in the form of ''Whistle Blower Policy'', 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
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.10, 11, 17 and 26 of 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.25 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.
Familiarization Programs for Independent Directors
Details of programs that were undertaken for familiarizing the Independent Directors can be accessed on the Company''s website at www.pinc.co.in.
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the I EPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends which remains unclaimed or unpaid for seven years from the date of transfer to unpaid account, are required to be transferred by the Company to the IEPF established by the Central Government.
Further, according to the Rules, the shares in respect of which dividend have not been claimed or paid by the shareholders for seven consecutive years or more shall also be transferred to the Demat Account created by the IEPF Authority.
a) Dividend
The following are the details of dividend paid by the Company and its respective due date of transfer of such fund to the Central Government, which remains unpaid:
|
Sr. No |
Date of Declaration |
Dividend for the year |
Due date of transfer to the government |
|
1 |
28th July, 2011 |
Dividend 2010-11 |
27th August, 2018. |
|
2 |
07th September, 2012 |
Dividend 2011-12 |
07th October, 2019. |
Members wishing to claim dividends, which have remained unclaimed, are requested to correspond with Registrar and Share Transfer Agents (RTA) or Company Secretary at the Company''s Registered office
b) Shares
Further, the corresponding shares will be transferred as per the requirements of IEPF rules, details of which will be provided on Company''s website www.pinc.co.in.
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
2nd August, 2018. Managing Director Director
(DIN - 00008057) (DIN - 00091132)
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. Ã Employee Stock Options Scheme - 2006" and "Pioneer
Investcorp Ltd. Ã 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 Ã 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 à 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 à 10.39
Less:- Deferred Tax Liabilities 43.89 72.46
Less:-Prior Period Item (net of tax expense) Ã 1155.29
Less:- Short Provision for Tax for
Earlier Years à 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 Ã
Less: Tax on Proposed Dividend 20.34 Ã
Less: Transfer to General Reserve 300.00 Ã
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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