Pincon Lifestyle Ltd.
|BSE: 539007||Sector: Others|
|NSE: N.A.||ISIN Code: INE115R01012|
|BSE 00:00 | 10 Dec||Pincon Lifestyle Ltd|
|NSE 05:30 | 01 Jan||Pincon Lifestyle Ltd|
|BSE: 539007||Sector: Others|
|NSE: N.A.||ISIN Code: INE115R01012|
|BSE 00:00 | 10 Dec||Pincon Lifestyle Ltd|
|NSE 05:30 | 01 Jan||Pincon Lifestyle Ltd|
FOR THE YEAR ENDED 31STMARCH 2017
Your Directors are pleased to present the 35th Annual Report and theCompany's Audited Financial Statements for the Financial Year ended March 31 2017.
RESULTS OF OPERATIONS
Operating in a volatile and uncertain environment the Company demonstrated theresilience of its business model.
PERFORMANCE OF THE COMPANY
During the year under review your Company has achieved sales of Rs. 321.32Cr.representing a Quantum growth of 372.24% over the previous year of Rs. 86.33 Cr. NetProfit from operations at Rs. 5.93 Cr.registered a robust growth of 494.16% over theprevious year of Rs. 1.20 Cr.
During the year under review there is no change in the capital structure of theCompany.
TRANSFER TO RESERVES
During the year under review the Company does not propose to transfer any amount toreserves.
The Board do not recommends any dividend for the year ended March 31 2017 due nominalprofit in the period in concern.
As per the provisions of the Companies Act 2013 Mr. Subrata Basu (DIN 06758717) retires by rotation at the ensuing Annual General Meeting (AGM) and beingeligible offers himself for re-appointment. The Board recommends the re-appointment of Mr.Subrata Basu as the Director of the Company and his brief profile is given in the Reporton CorporateGovernance.
In compliance with the Section 149 (7) of the Companies Act 2013 all the IndependentDirectors of the Company have furnished to the Company the requisite declarations thatthey meet the independence criteria as laid down under Section 149(6) of the CompaniesAct 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations").
STATUTORY AUDITORS AND REPORT
In the 34th AGM held on 01.08.2016 M/s. S.K.Sircar & Co. Chartered Accountantswere appointed as the Statutory Auditors of the Company for a period of 5 years.Ratification of appointment of Statutory Auditors is being sought from the members of theCompany at the ensuing AGM.
The Report of the Statutory Auditors for the year ended31st March 2017forming part ofthe Annual Report does not containany qualification reservation observationadverseremark or disclaimer and therefore do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The details about prospects/ outlook of your Company are provided under the ManagementDiscussion and Analysis Report forming part of this Annual Report as Annexure 1.
REPORT ON CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under Regulation 34(3) read with pointC of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms an integral part of this Report. The requisite certificate from the Auditorsof the Company confirming compliance with the conditions of Corporate Governance isattached to the report on Corporate Governance as Annexure 2.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE
During the year under review no Company became or ceased to be the SubsidiaryAssociate and Joint Venture of the Company.
SECRETARIAL AUDITORS AND REPORT
Section 204(1) of the Companies Act 2013 read with rule 9 of the Companies(Appointment & Remuneration of Management Personnel) Rules 2014 inter-alia requiresevery listed company to annex with its Board's Report a Secretarial Audit Report given bya Company Secretary in practice in the prescribed form MR- 3.
The Board of Directors appointed M/s. ArpanSengupta& Associates Practicing CompanySecretaries as Secretarial Auditor to conduct Secretarial Audit of the Company forFinancial Year 2016-17 and their report is annexed to this Board Report as Annexure 3. The Secretarial Audit Report does not contain any qualification reservationobservation adverse remark or disclaimer and therefore do not call for any furthercomments.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is provided as Annexure 4.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars prescribed under section 134(3) (m) of the Companies Act 2013 readwith rule 8(3) of the Companies (Accounts) Rules 2014 are set out in Annexure 5.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. The details of related partytransactions referred to in Sub-section (1) of Section 188 as required under section134(3)(h) of the Companies Act 2013 read with Rule 8 (2) of the Companies (Accounts)Rules 2014 is given in Form AOC 2and the same is enclosed as Annexure 6the same is mentioned in the notes of accounts as well.
The Company's policyas required under Regulation 23(1) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 on materiality of relatedparty transactions and on dealing with related party transactionsas adopted by the Boardof Directors is available on the website of the Company viz. www.pinconlifestyle.com.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure 7and forms anintegral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As required by section 135 of the Companies Act 2013 the CSR provisions were notapplicable to the Company for the Financial Year 2016-17.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the SEBI (ListingObligations and Disclosure Requirements)
Regulations 2015is not applicable to the Company since it was not among the Top 500listed Companies by market capitalization as on March 31 2017.
A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met 12 times during the year under review the details of which are given in theReport on Corporate Governance that forms part of this Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 and theListing Regulations.
The Company has set up the following committees of the Board.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Share Transfer/Transmission Committee
5. Risk Management Committee
The composition of each of the above committees and their respective roles andresponsibilities are detailed in the Report on Corporate Governance.
NOMINATION REMUNERATION AND EVALUATION POLICY
In accordance with the provisions of Section 178(3) of the Companies Act 2013 readwith Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with Part D of the Schedule II of the Listing Regulations theBoard of Directors on the recommendation of Nomination and Remuneration Committee adoptedthe Nomination Remuneration and Evaluation Policy of the Company which is laid down inReport onCorporate Governance.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy which has been adopted by the Board ofDirectors. Currently the Company's risk management approach comprises of the following:
The risks have been prioritized through a companywide exercise. Members of SeniorManagement have undertaken the ownership and are working on mitigating the same throughco-ordination among the various departments insurance coverage security policy andpersonal accident coverage for lives of all employees.
A detailed note on the risks is included in the Corporate Governance.
The trading in the equity shares of your Company under compulsory dematerializationmode. As on 31.03.2017 equity shares representing 96.61% of the total equity sharecapital is in dematerialized form. As the depositary system offers numerous advantagesmembers are requested to take advantages of the same and avail of facility ofdematerialization of the company's shares.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans guarantees or investments covered under theprovisions of Section 186 of the Companies Act 2013 read with Rule 11 of the Companies(Meetings of Board and its Powers) Rules 2014 as amended fromtime to time.
WHISTLE BLOWER /VIGIL MECHANISM
In accordance with the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has adopted a Whistle Blower Policy to provide a mechanism to its directorsemployees and other person to raise concerns about any violation of legal or regulatoryrequirements misrepresentation of any financial statement and to report actual orsuspected fraud or violation of the Code of Conduct of the Company. The Policy allows thewhistle-blowers to have direct access to the Chairman of the Audit Committee inexceptional circumstances and also protects them from any kind of discrimination orharassment.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a well-placed proper adequate and documented internal control systemcommensurate with the size and nature of its business. The primary objective of theinternal control system is to ensure that all its assets are safeguarded and protected andto prevent any revenue leakage and losses to the Company. Such controls also enablereliable financial reporting. The report on Internal Control Systems and their adequacy isforming part of Management & Discussion Analysis Report.
Your Company treats its "Human Resources" as one of its most importantassets.Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company's thrust is on the promotion of talent internally throughjob rotation and job enlargement.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide a healthy environment to all its employees and haszero tolerance for sexual harassment at workplace. The Company has in place an Anti-SexualHarassment Policy in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaints Committee(ICC) has been set up as per the requirements of Sec 4(1) of the sexual harassment ofwomen at workplace (Prevention Prohibition and Redressal) Act 2013 to redresscomplaints received regarding sexual harassment. All employees (permanent temporarytrainees) are covered under this policy.
There was no case reported during the year under review under the said policy.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company was not required to transfer any amount to Investor Education andProtection Fund (IEPF) as no dividend was declared and given by the Company in the past 10years.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there were no significant and material orders passed bythe Regulators/ Courts that would impact the going concern status of the Company and itsfuture operations.
REPORTING OF FRAUDS BY AUDITORS
As per Section 134(ca) of the Companies Amendment Act 2015 duly notified on 26th May2015 no fraud (other than those which are reportable to the Central Government) wasreported by Auditor's under Sub-Section (12) of Section 143 of the Companies Act 2013.
BOARD EVALUATION CRITERIA
The SEBI vide its Circular No: SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5th2017 has issued a guidance note on Board Evaluation which inter-alia contains indicativecriterion for evaluation of the Board of Directors its Committees and the individualmembers of the Board. The Board has carried out an annual performance evaluation of itsown performance the Directors individually as well as the Board Committees. Theevaluation process considered the effectiveness of the Board and the Committees withspecial emphasis on the performance and functioning of the Board and the Committees. Theevaluations of the Directors were based on the time spent by each of the Board Members.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) & (5) of the Companies Act 2013 the Directorswould like to state that:
1. In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed;
2. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;
3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. The Directors had prepared the Annual Accounts on a going concern basis;
5. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
ANNEXURES FORMING PART OF THIS REPORT
1. Management Discussion & Analysis Report
2. Report on CorporateGovernance
3. Secretarial Audit Report
4. Particulars of Employees
5. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
6. Related Party Transactions
7. Extract of Annual Return
Your Directors would like to express their appreciation for the assistance andco-operation received from the Financial Institutions Banks Government AuthoritiesCustomers Vendors and Members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
This Report will be incomplete without a specific appreciation for the Members of theCompany who have shown immense confidence and understanding in the Company's well-being.
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT 2013 READ WITH RULES OF8(3) OF (ACCOUNTS) RULES 2014
A. CONSERVATION OF ENERGY:
a) Energy conservation measures taken:
b) Additional investments and proposals if any being implemented for reduction ofconsumption of Energy:
c) Impact of the measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods:
d) Total energy consumption and energy consumption per unit of production as per Form Ais given below:
B. TECHNOLOGY ABSORPTION:
Form for disclosure of particulars with respect to absorption
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) Activities relating to exports; initiatives taken to increase exports; developmentof new export markets for products and services and export plans