FOR THE YEAR ENDED 31STMARCH, 2017
Dear Members,
Your Directors are pleased to present the 35th Annual Report and the
Companys Audited Financial Statements for the Financial Year ended March 31, 2017.
|
|
(In. Rs) |
| Financial Results |
2016-17 |
2015-16 |
| Revenue |
3,213,221,998 |
863,276,021 |
| Profit before Interest, Depreciation, Tax |
98,875,846 |
21,403,970 |
| Depreciation |
292,844 |
7,971 |
| Interest |
8,650,782 |
- |
| Profit after Interest & Depreciation |
89,932,220 |
21,411,941 |
| Provision for Taxation (I. Tax & Deferred Tax) |
30,589,868 |
6,616,410 |
| Profit after Tax |
59,342,352 |
14,795,531 |
| Share Capital |
302,400,000 |
302,400,000 |
| Reserve & Surplus |
71,327,754 |
11,985,402 |
| EPS – Basic & Diluted (Rupees) |
1.96 |
0.49 |
RESULTS OF OPERATIONS
Operating in a volatile and uncertain environment, the Company demonstrated the
resilience of its business model.
PERFORMANCE OF THE COMPANY
During the year under review, your Company has achieved sales of Rs. 321.32
Cr.representing a Quantum growth of 372.24% over the previous year of Rs. 86.33 Cr. Net
Profit from operations at Rs. 5.93 Cr.registered a robust growth of 494.16% over the
previous year of Rs. 1.20 Cr.
SHARE CAPITAL
During the year under review, there is no change in the capital structure of the
Company.
TRANSFER TO RESERVES
During the year under review, the Company does not propose to transfer any amount to
reserves.
DIVIDEND
The Board do not recommends any dividend for the year ended March 31, 2017, due nominal
profit in the period in concern.
DIRECTORS
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 being
eligible 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 Report
on CorporateGovernance.
In compliance with the Section 149 (7) of the Companies Act, 2013, all the Independent
Directors of the Company have furnished to the Company the requisite declarations that
they meet the independence criteria as laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").
STATUTORY AUDITORS AND REPORT
In the 34th AGM held on 01.08.2016, M/s. S.K.Sircar & Co., Chartered Accountants
were 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 the
Company at the ensuing AGM.
The Report of the Statutory Auditors for the year ended31st March, 2017,forming part of
the Annual Report does not containany qualification, reservation, observation,adverse
remark 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 Management
Discussion 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 point
C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, forms an integral part of this Report. The requisite certificate from the Auditors
of the Company confirming compliance with the conditions of Corporate Governance is
attached 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 Subsidiary,
Associate 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 requires
every listed company to annex with its Boards Report, a Secretarial Audit Report given by
a Company Secretary in practice, in the prescribed form MR- 3.
The Board of Directors appointed M/s. ArpanSengupta& Associates, Practicing Company
Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for
Financial Year 2016-17 and their report is annexed to this Board Report as Annexure –
3. The Secretarial Audit Report does not contain any qualification, reservation,
observation, adverse remark or disclaimer and therefore do not call for any further
comments.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, 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, read
with 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 on
an arms length basis and were in the ordinary course of business. There were no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. The details of related party
transactions referred to in Sub-section (1) of Section 188 as required under section
134(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 – 6,
the same is mentioned in the notes of accounts as well.
The Companys policy,as required under Regulation 23(1) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, on materiality of related
party transactions and on dealing with related party transactionsas adopted by the Board
of 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 required
under Section 92 of the Companies Act, 2013, is annexed as Annexure –7and forms an
integral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As required by section 135 of the Companies Act 2013, the CSR provisions were not
applicable 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 (Listing
Obligations and Disclosure Requirements)
Regulations, 2015is not applicable to the Company since it was not among the Top 500
listed Companies by market capitalization as on March 31, 2017.
BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. The
Board met 12 times during the year under review, the details of which are given in the
Report on Corporate Governance that forms part of this Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013 and the
Listing Regulations.
BOARD COMMITTEES
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 and
responsibilities 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 read
with 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, the
Board of Directors on the recommendation of Nomination and Remuneration Committee, adopted
the Nomination, Remuneration and Evaluation Policy of the Company which is laid down in
Report onCorporate Governance.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy which has been adopted by the Board of
Directors. Currently, the Companys risk management approach comprises of the following:
• Regulatory Risk
• Strategic Risk
• Concentration Risk
The risks have been prioritized through a companywide exercise. Members of Senior
Management have undertaken the ownership and are working on mitigating the same through
co-ordination among the various departments, insurance coverage, security policy and
personal accident coverage for lives of all employees.
A detailed note on the risks is included in the Corporate Governance.
DEPOSITORY SYSTEM
The trading in the equity shares of your Company under compulsory dematerialization
mode. As on 31.03.2017, equity shares representing 96.61% of the total equity share
capital is in dematerialized form. As the depositary system offers numerous advantages,
members are requested to take advantages of the same and avail of facility of
dematerialization of the companys shares.
PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies 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 the
provisions 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 read
with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation
22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has adopted a Whistle Blower Policy to provide a mechanism to its directors,
employees and other person to raise concerns about any violation of legal or regulatory
requirements, misrepresentation of any financial statement and to report actual or
suspected fraud or violation of the Code of Conduct of the Company. The Policy allows the
whistle-blowers to have direct access to the Chairman of the Audit Committee in
exceptional circumstances and also protects them from any kind of discrimination or
harassment.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a well-placed, proper, adequate and documented internal control system
commensurate with the size and nature of its business. The primary objective of the
internal control system is to ensure that all its assets are safeguarded and protected and
to prevent any revenue leakage and losses to the Company. Such controls also enable
reliable financial reporting. The report on Internal Control Systems and their adequacy is
forming part of Management & Discussion Analysis Report.
HUMAN RESOURCES
Your Company treats its "Human Resources" as one of its most important
assets.Your Company continuously invests in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people attention are
currently underway. Your Companys thrust is on the promotion of talent internally through
job rotation and job enlargement.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers
and 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 has
zero tolerance for sexual harassment at workplace. The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of the Sexual Harassment of Women at
Workplace (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 of
women at workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress
complaints received regarding sexual harassment. All employees (permanent, temporary,
trainees) 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 and
Protection Fund (IEPF) as no dividend was declared and given by the Company in the past 10
years.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by
the Regulators/ Courts that would 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 May
2015, no fraud (other than those which are reportable to the Central Government) was
reported by Auditors 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 5th,
2017 has issued a guidance note on Board Evaluation which inter-alia contains indicative
criterion for evaluation of the Board of Directors, its Committees and the individual
members of the Board. The Board has carried out an annual performance evaluation of its
own performance, the Directors individually, as well as the Board Committees. The
evaluation process considered the effectiveness of the Board and the Committees with
special emphasis on the performance and functioning of the Board and the Committees. The
evaluations 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
would like to state that:
1. In the preparation of the Annual Accounts, the applicable accounting standards had
been followed;
2. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 profit or loss of the Company for the year under review;
3. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
Company and that such internal financial controls are adequate and were operating
effectively; and
6. The Directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
ANNEXURES FORMING PART OF THIS REPORT
ANNEXURE PARTICULARS
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 and
Outgo
6. Related Party Transactions
7. Extract of Annual Return
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities,
Customers, Vendors and Members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Companys executives, staff and workers.
This Report will be incomplete without a specific appreciation for the Members of the
Company who have shown immense confidence and understanding in the Companys well-being.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Monoranjan Roy |
| Place: Kolkata |
Whole-Time Director |
| Date: 08.08.2017 |
(DIN: 02275811) |
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT 2013, READ WITH RULES OF
8(3) OF (ACCOUNTS) RULES, 2014
A. CONSERVATION OF ENERGY:
a) Energy conservation measures taken:
-Nil-
b) Additional investments and proposals, if any, being implemented for reduction of
consumption of Energy:
-Nil-
c) Impact of the measures at (a) and (b) above for reduction of energy consumption and
consequent impact on the cost of production of goods:
- N.A.-
d) Total energy consumption and energy consumption per unit of production as per Form A
is given below:
- N.A.-
B. TECHNOLOGY ABSORPTION:
Form for disclosure of particulars with respect to absorption
| A. RESEARCH AND DEVELOPMENT (R&D): |
|
| 1. Specific areas in which R & D carried out by the Company |
N.A |
| 2. Benefits derived as a result of the above R & D. |
N.A |
| 3. Future plan of action |
N.A |
| 4. Expenditure on R&D |
N.A |
| B. TECHNOLOGY ABSORPTION, ADOPTATION AND INNOVATION: |
|
| 1. Efforts, in brief, made towards technology absorption, adaptation and innovation |
N.A |
| 2. Benefits derived as a result of the above efforts, e.g. Product development, import
substitution, etc. |
N.A |
| 3. In case of imported technology (imported during the last 5 years reckoned from the
beginning of the financial year), following information may be furnished: |
|
| a) Technology imported |
N.A |
| b) Year of Import |
N.A |
| c) Has Technology been fully absorbed |
N.A |
| d) If not fully absorbed, area where this has not taken place reasons there for and
future plans of action |
N.A |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) Activities relating to exports; initiatives taken to increase exports; development
of new export markets for products and services and export plans
| b) Total foreign exchange used and earned: |
|
(Rs. In Lacs) |
|
April 1, 2016 to March 31, 2017 |
April 1, 2015 to March 31, 2016 |
| (i) Foreign Exchange earned |
1,680,000.00 |
9.97 |
| (ii) Foreign Exchange Used |
1,667,330.00 |
13.72 |
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Monoranjan Roy |
|
Whole-Time Director |
| Place: Kolkata |
(DIN: 02275811 |
| Date: 08.08.2017 |
|
+91-9892691696
