Pincon Lifestyle Ltd Directors Report.

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