Pincon Spirit Ltd.
|BSE: 538771||Sector: Consumer|
|NSE: PINCON||ISIN Code: INE675G01018|
|BSE 00:00 | 04 Feb||Pincon Spirit Ltd|
|NSE 05:30 | 01 Jan||Pincon Spirit Ltd|
|BSE: 538771||Sector: Consumer|
|NSE: PINCON||ISIN Code: INE675G01018|
|BSE 00:00 | 04 Feb||Pincon Spirit Ltd|
|NSE 05:30 | 01 Jan||Pincon Spirit Ltd|
Your Directors are pleased to present the 39th Annual Report and the CompanysAudited Accounts for the Financial Year ended March 31 2017.
The Companys financial performance for the year under review along with previousyear figures is given hereunder:
Rs in Lacs
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 standalone sales of Rs.142004.78 Lacs representing a steadfast growth of 50.10 % over the previous year of Rs.94605.88 Lacs. Standalone Net Profit from operations at Rs. 4304.03 Lacs registered arobust growth of 73.13 % over the previous year of Rs. 2485.95 Lacs. On consolidatedbasis sales of Rs. 156172.38 Lacs representing a steadfast growth of 58.08% over theprevious year of Rs. 98795.33 Lacs. Consolidated Net Profit from operations at Rs.4407.74 Lacs registered a robust growth of 70.85 % over the previous year of Rs. 2579.80Lacs.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard (AS) 21 on Consolidated FinancialStatements the Audited Consolidated Financial Statements is provided in the AnnualReport.
The paid up Equity Share Capital as at March 31 2017 stood at Rs. 440860000.00During the year under review the equity share capital of the company increased by Rs.230430000.00due to issue of Bonus Shares and Conversion of Preferential Equity ShareWarrants.
The Board recommended a dividend of Rs. 0.75 each per Equity Share i.e. 7.50% for thefinancial year ended March 31 2017 to non-promoter shareholders only. The dividend payoutis subject to approval of members at the ensuing Annual General Meeting. The dividend willbe paid to members whose names appear in the Register of Members as on Record Date asmentioned in the Notice of the Annual General Meeting and in respect of shares held indematerialised form it will be paid to members whose names are furnished by NationalSecurities Depository Limited and Central Depository Services (India) Limited asbeneficial owners as on that date.
TRANSFER TO RESERVES
During the year under review the Company does not propose to transfer any amount toreserves.
As per the provisions of the Companies Act 2013 Mr. Arup Thakur (DIN 03476120)retires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends the re-appointment of Mr. Arup Thakur asDirector.
In compliance with the Section 149 (7) of the Companies Act 2013 all IndependentDirectors have furnished to the Company the requisite declarations that they meet theindependence criteria as laid downunderSection 149(6)of theCompanies Act 2013 andRegulation 16(1) (b) of theSEBI (Listing ObligationsandDisclosure Requirements)Regulations 2015.
STATUTORY AUDITORS AND REPORT
In the 36th Annual General Meeting held on 29.09.2014 D.N. Misra& Co. CharteredAccountants were appointed as Statutory Auditors of the Company for a period of 5 years.Ratification of appointment of Statutory Auditors is being sought from the membersof the Company at the ensuing Annual General Meeting.
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 explanations.
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) Regulations2015forms an integral part of this Report. The requisite certificate from the Auditors ofthe Company confirming compliance with the conditions of Corporate Governance is attachedto the report on Corporate Governance as Annexure 2.
In accordance with the first proviso to Sub-section (3) of Section 129 of the CompaniesAct 2013 a statement containing salient features of the financial statements of thesubsidiary companies in Form AOC 1 is provided as Annexure 3 to this report.
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 Boards Report a Secretarial Audit Reportgiven by a Company Secretary in practice in the prescribed form MR- 3.
The Board of Directors appointed M/s. Arpan Sengupta& Associates PracticingCompany Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Companyfor Financial Year 2016-17 and their report is annexed to this Board Report as Annexure 4. 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) read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is provided as Annexure 5.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars prescribed under section 134(3) (m) of the Act read with rule 8(3) ofthe Companies (Accounts) Rules 2014 are set out in Annexure 6.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arms 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)
(Rs) read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is given in Form AOC 2and the same is enclosed as Annexure 7 the same is mentioned in the notesof accounts as well.
The Companys policy as required under Regulation 23(1) of the SEBI (ListingObligations & Disclosure and Regulations) 2015 on dealing with Related PartyTransactions was adopted by the Board on 17th October 2014 and is available on thewebsite.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility is commitment of Company to improve the quality of lifeof the work force and their families and also the community and society at large. TheCompany believes in undertaking business in such a way it leads to overall development ofall stake holders and Society. Report on Corporate Social Responsibility is annexedherewith as Annexure 8.
Information on the composition of the Corporate Social Responsibility (CSR) Committeeis provided in the Corporate Governance Report that forms part of this annual report.Furthermore as required by section 135(5) of the Act and the rules made thereunderadditional information on the policy and implementation of CSR activities by your Companyduring the year are provided in Corporate Governance Report to this report. BusinessResponsibility Report is not applicable to the Company since it was not among the Top 500listed companies by market capitalisation as of March 31 2017.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return pursuant to Sec 92(3)134(3) (9) read with Rule 12(1) of the Companies (Management & Administration) Rules2014 in Form No. MGT-9 is annexed herewith as Annexure 9.
A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met 11 times during the year the details of which are given in the CorporateGovernance Report that forms part of this Annual Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company has set up the following committees of the Board.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The composition of each of the above committees and their respective roles andresponsibilities are detailed in the Corporate Governance Report.
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 and Part D of the Schedule II the Board of Directors in its Meetingheld on 12th October 2015 has on the recommendation of Nomination and RemunerationCommittee adopted the Nomination Remuneration and Evaluation Policy of the Company whichis laid down in Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy which has been adopted by the Board ofDirectors. Currently the Companys risk management approach comprises of thefollowing:
Regulatory Risk Strategic Risk Concentration Risk
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 99.32% of the equity share capital arein dematerialized form. As the depositary system offers numerous advantages members arerequested to take advantages of the same and avail of facility of dematerialization of thecompanys 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.
During the year SMERA Rating has assigned a rating of [SMERA] BBB+(pronounced SMERAtriple B Plus).
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans guarantees or investments covered under theprovisions of Section 186 of the Companies Act 2013 read with Rules 11 of the Companies(Meetings of Board and its Powers) Rules 2014 (Amendment) (2015)
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 persons 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 focus on development ofhuman resource are currently underway. Your Companys thrust is on the promotion oftalent internally through job 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 did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future 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 Auditors under Sub-Section (12) of Section 143 of the Companies Act2013.
BOARD EVALUATION CRITERIA
The SEBI vide its Circular No: SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5th 2017has issued a guidance note on Board Evaluation which interalia 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 Directors wouldlike 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 The Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
ANNEXURES FORMING PART OF THIS REPORT
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 theCompanys executives staff and workers.
This Reportwill be incomplete without a specific appreciation for the Members of theCompany who have shown immense confidence and understanding in the Companyswell-being.