pioneer investcorp ltd Directors report

The global economy is in a recovery phase following the impacts of the Covid-19 pandemic and the Russia-Ukraine war. While supply constraints have eased, inflation remains a concern due to volatile oil prices. In the near term, the operating environment is expected to remain volatile with global slowdown risks and weather-related uncertainty. While inflation has moderated, commodities remain elevated vis-a-vis longer-term averages.

The steady demand and easing of supply constraints are expected to strengthen the Indian economy, with inflation projected to remain within the target range and no further rate hikes anticipated in the future.

The performance of companys income from operations and Profits during the Financial Year 2022-23 was impacted due to higher interest rate resulting in lower credit intake from the Corporates impacting debt syndication business of the Company and also hike in repo rate by RBI during the year created lesser investment and trading opportunities in the Companys investment and trading business of Government Securities and corporate bond, resulting in increase in Net Profit at Standalone and Consolidated level.

Further this is to inform the members that 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.

During the year under review, the Companys Issued, Subscribed and Paid-up Equity Share Capital remains unchanged at Rs.1229.69 lakhs as of March 31st, 2023.

To further strengthen the Companys working capital requirements, for the growth of the Company, the Board of Directors of the Company has decided not to recommend dividend for the Financial Year 2022-23.

The Company has not transferred any amount to the Reserves for the year ended March 31, 2023.

During the Financial Year 2022-23, there were no material changes in the nature of the business of existing six wholly owned subsidiaries as compared to previous year. During the year, Pioneer Wealth Management Services Ltd. a wholly owned subsidiary holding Portfolio Management Registration with SEBI, has also registered itself with SEBI as Research Analyst (RA) and as Investment Advisor (IA) to venture into both online and offline retail business.

As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of performance of subsidiaries, and its contribution to the overall performance of the group is appended as “Annexure 3” to the Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of financial statement of subsidiaries in Form AOC-1 is annexed to the Consolidated Financial Statement in the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a consolidated financial statement of the Company along with its 6(six) Wholly owned Subsidiaries has been prepared in the same form and manner as that of the Company which shall be laid before the ensuing AGM along with the laying of the Companys Standalone Financial Statement under Section 129(2).

Further, pursuant to the provisions of Accounting Standard (AS-21), notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 issued by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company along with its six Wholly owned subsidiaries for the year ended March 31, 2023, forms part of this Annual Report.

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 a 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 Companys business hours. The Company has attached the Consolidated Financial Statements to this Annual Report, which includes Accounts of all its six existing subsidiaries.

10. Directors Responsibility Statement

The Board of Directors of the Company, pursuant to Section 134(5) of the Act, to the best of its knowledge and ability, confirm that:

I) In the preparation of the Annual Accounts for the year ended 31st March 2023, 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 to give a true and fair view of the situation of the Company as of 31st March 2023 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.

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March 2023, have been prepared on a going concern basis.

v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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.

11. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management Discussion and Analysis Report for the year under review, is given as a separate statement in the Annual Report.

12. Directors and Key Management Personnel

Board of Directors

There was no change in the board of directors of the company and the current board comprises of 6 directors. Out of which 4 are independent non-executive directors namely Mrs. K. C. Maniar (DIN 06926167) women director, Mr. A. B. Desai (DIN 01488287), Mr. A. T. Krishnakumar (DIN 00926304) and Mr. S. P. Dalal (DIN 03187574).

The other Director being Mr. Tushya Jatia (DIN 02228722), who is non-independent non-executive Director and Mr. G. M. Gandhi (DIN 00008057) Managing Director. Brief particulars of Tushya Jatia, director, being eligible for reappointment is mentioned in item no.2 of the notice and explanatory statement.

Key Management Personnel

During the year end under review, there were no changes in the Key Management Personnel.

13. Board Evaluation

The policy adopted by the company lay down criteria for performance evaluation of the directors including chairperson, managing director, board committees and the board in line with the provisions of the Companies Act, 2013, and SEBIs LODR Regulations. The policy continued to assist the company in the way formal evaluation should be made.

14. Corporate Governance

Corporate Governance is all about maximizing shareholder value legally, ethically, and sustainably. Our Company values shareholders as partners in our success and remain committed to maximising shareholders value. As part of the Companys efforts towards better corporate practice and transparency, a separate report on Corporate Governance is included in the Annual Report.

15. Related Party Transactions

The Companys related party transactions are mostly with its Wholly Owned Subsidiaries. All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. 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 arms length basis. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company for the year under review. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements. Prior omnibus approval for day-to-day transactions is also obtained from the Audit Committee for the related party transactions which are repetitive in nature as well as for the business transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee for their approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.pinc.co.in, Your Directors draw attention of the members to note no. 32 to the financial statement which sets out related party transactions disclosures.

16. Corporate Social Responsibility (CSR)

The CSR Committee comprises Mr. A. B. Desai (Chairperson), Mrs. K. C. Maniar and Mr. G. M. Gandhi Managing Director, and Mr. A. T. Krishnakumar. During the financial year 2022-23, the Company has spent an amount of Rs.2,50,000/- on CSR activities, the details are mentioned in Annexure 1.

17. Risk Management Policy

The existing Risk Management Policy is in line with the requirements for the Company. The existing policy being amended on regular basis by the Board as per the changing circumstances and the amended policy assists the Board on risk assessment, management and contributes to controls, manage, measure, and mitigate the risk faced by the company and its wholly owned subsidiaries in its day-to-day operations.

18. Internal Financial Controls

The 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 financial controls to ensure that these measures are functioning efficiently in the ordinary course of business.

19. Employee Stock Option Scheme (esop)

During the year end under review, 1,50,000 stock options were lapsed and forfeited and as on 31st March 2023, 8,21,000 Stock Options were in force. The statutory disclosure relating to esop scheme is available at Companys website www.pinc.co.in.

20. Auditors and Auditors Report

The Auditors Report for financial year 2022-23 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Integrated Annual Report.

The Auditors certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for financial year 2022-23 is enclosed as to the Boards report, which forms part of this Integrated Annual Report.

21. Secretarial Auditor&Secretarial Audit Report

CS Bhumika & Co., Practicing Company Secretary, (ICSI membership no. A37321 and C.P.no.19635) was the secretarial auditor of the Company for the financial year 2022-23. The Report of Secretarial Auditor is annexed to this Directors report as Annexure 2. There are no observations, reservations, or adverse remarks in the Secretarial Audit Report.

DISCLOSURES:

22. Board and its Sub-committees

The composition of the Board and its Sub-committees as required to be constituted as per the SEBI (LODR) Regulations and the meetings held therein are mentioned in the Corporate Governance Report.

23. Audit Committee

The present members are Mrs. K C. Maniar (Chairperson), Mr. A. B. Desai, Mr. A. T. Krishnakumar, Mr. S. P. Dalal and Managing Director Mr. G. M. Gandhi. The Audit Committee consist of well qualified Chartered Accountant and Professional having decades of experience in the field of Finance, Accounts, and taxation. Further recommendations made by the Audit Committee were accepted by the Board during the financial year 2022-23.

24. Vigil Mechanism

The Company in line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, and by taking into consideration the principles of good governance, has devised, adopted, and implemented a vigil mechanism, in the form of Whistle Blower Policy, for the directors and employees. This policy enables them to report genuine concerns in such manner as, may be prescribed. Further policy provides adequate safeguards against victimization to persons and makes 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 Companys website at www.pinc.co.in

25. Meetings of the Board

The Board of Directors of the Company held Five (5) meetings including separate meeting only of Independent Directors were held during the Financial Year 2022-23. For further details on the Board Meetings, please refer to the report on Corporate Governance forming part of the Annual Report.

26. Annual Disclosures from Directors

The Company has received Annual Disclosures from Directors and a declaration from all the Independent Directors of the Company for the Financial Year 2023-24.

27. Loans given, Investments made, guarantees given, and securities provided.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statement.

28. Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures.

The Companys administrative department ensures to conserve energy wherever possible, and its IT department ensures that Companys software and IT system are updated to ensure efficient technology absorption. Further Companys foreign exchange earnings and expenditures during the year under review were nil.

29. Secretarial Standard

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

30. Annual Return

The Annual Return of the Company as on 31st March 2023 is available on Companys website at www.pinc.co.in.

31. Familiarization Programs for Independent Directors

These programmes are designed to assist independent Directors of the Company to understand the business in depth and contribute significantly to the Company. Details of programs that were undertaken for familiarizing the Independent Directors can be accessed on the Companys website at www.pinc.co.in.

32. Investor Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), 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 to the shareholders for seven consecutive years or more shall also be transferred to demat account created by the IEPF

Authority.

a) Dividend

The Company has transferred to IEPF Account the entire unclaimed Dividends lying with the Company. 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 Companys registered office.

b) Shares

Further, those shares in respect of which dividend have not been claimed or paid to the shareholders for seven consecutive years or more, were also transferred as per the requirements of IEPF rules, details of which will be provided on Companys website www.pinc.co.in.

33. Particulars of Employees and related disclosures

The Board of Directors affirms that the remuneration paid to employees of the Company is as per the Nomination and Remuneration Policy of the Company. 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 of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration more than the limits set out in the said rule, forms part of this Report. Disclosures relating 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 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company at email id: investor.relations@pinc.co.in

34. General

The Board of 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:

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 ESOP referred to in this Report.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

8. There has been no change in business of the Company.

9. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

10. There was no instance of one-time settlement with any Bank or Financial Institution.

The Board of 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.

35. 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.