Pincon Spirit Ltd Directors Report

Your Directors are pleased to present the 39th Annual Report and the Company’s Audited Accounts for the Financial Year ended March 31, 2017.

FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year figures is given hereunder:

Rs in Lacs

	Standalone		Consolidated
Financial Results	2016-17	2015-16	2016-17	2015-16
Revenue	142,005.60	94,605.88	156,172.38	98,795.33
Profit before Interest, Depreciation, Tax	9,388.90	5,610.40	9,552.02	5,814.49
Depreciation	276.41	207.40	295.35	230.80
Interest	2,584.64	1,669.28	2,585.76	1,670.07
Profit after Interest & Depreciation
Provision for Taxation(I. Tax & Deferred Tax)	2,223.82	1,247.77	2,263.17	1,333.82
Profit after Tax	4,304.03	2,485.95	4,407.74	2,579.80
Share Capital	4,408.60	2,104.43	4,408.60	2,104.43
Reserve & Surplus	10,022.33	6,948.14	10,286.38	7,120.41
EPS - Basic (Rupees)	11.12	16.87	11.36	17.31
EPS - Diluted (Rupees)	9.76	11.81	9.97	12.12

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 standalone sales of Rs. 142,004.78 Lacs representing a steadfast growth of 50.10 % over the previous year of Rs. 94,605.88 Lacs. Standalone Net Profit from operations at Rs. 4,304.03 Lacs registered a robust growth of 73.13 % over the previous year of Rs. 2,485.95 Lacs. On consolidated basis sales of Rs. 156172.38 Lacs representing a steadfast growth of 58.08% over the previous year of Rs. 98,795.33 Lacs. Consolidated Net Profit from operations at Rs. 4,407.74 Lacs registered a robust growth of 70.85 % over the previous year of Rs. 2,579.80 Lacs.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements is provided in the Annual Report.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2017 stood at Rs. 440,860,000.00 During the year under review, the equity share capital of the company increased by Rs. 23,04,30,000.00due to issue of Bonus Shares and Conversion of Preferential Equity Share Warrants.

DIVIDEND

The Board recommended a dividend of Rs. 0.75 each per Equity Share i.e. 7.50% for the financial year ended March 31, 2017 to non-promoter shareholders only. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on Record Date as mentioned in the Notice of the Annual General Meeting and in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

TRANSFER TO RESERVES

During the year under review, the Company does not propose to transfer any amount to reserves.

DIRECTORS

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 offers himself for re-appointment. The Board recommends the re-appointment of Mr. Arup Thakur as Director.

In compliance with the Section 149 (7) of the Companies Act, 2013, all Independent Directors have furnished to the Company the requisite declarations that they meet the independence criteria as laid downunderSection 149(6)of theCompanies Act, 2013 and Regulation 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., Chartered Accountants were appointed as Statutory Auditors of the Company for a period of 5 years. Ratification of appointment of Statutory Auditor’s is being sought from the members of the Company at the ensuing Annual General Meeting.

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 explanations.

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, 2015forms 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.

SUBSIDIARIES

In accordance with the first proviso to Sub-section (3) of Section 129 of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary 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 requires every listed company to annex with its Board’s 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. Arpan Sengupta& 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 – 4. 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) 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 – 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) of the 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 on an arm’s 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)

(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 notes of accounts as well.

The Company’s policy as required under Regulation 23(1) of the SEBI (Listing Obligations & Disclosure and Regulations) 2015, on dealing with Related Party Transactions was adopted by the Board on 17th October, 2014 and is available on the website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is commitment of Company to improve the quality of life of the work force and their families and also the community and society at large. The Company believes in undertaking business in such a way it leads to overall development of all stake holders and Society. Report on Corporate Social Responsibility is annexed herewith as Annexure – 8.

Information on the composition of the Corporate Social Responsibility (CSR) Committee is 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 thereunder, additional information on the policy and implementation of CSR activities by your Company during the year are provided in Corporate Governance Report to this report. Business Responsibility Report is not applicable to the Company since it was not among the Top 500 listed 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) Rules 2014, in Form No. MGT-9 is annexed herewith as Annexure – 9.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met 11 times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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. Corporate Social Responsibility Committee

The composition of each of the above committees, and their respective roles and responsibilities 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 read with 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 Meeting held on 12th October, 2015 has, on the recommendation of Nomination and Remuneration Committee, adopted the Nomination, Remuneration and Evaluation Policy of the Company which is laid down in Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy which has been adopted by the Board of Directors. Currently, the Company’s 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 99.32% of the equity share capital are 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 company’s 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.

CREDIT RATING

During the year SMERA Rating has assigned a rating of [SMERA] BBB+(pronounced SMERA triple B Plus).

PARTICULARS OF LOANS, GUARANTEES AND 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 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 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 persons 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 focus on development of human resource are currently underway. Your Company’s 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 did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education 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 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 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 5th, 2017 has issued a guidance note on Board Evaluation which interalia 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 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 Corporate Governance
3.	AOC – 1
4.	Secretarial Audit Report
5.	Particulars of Employees
6.	Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
7.	Related Party Transaction
8.	Corporate Social Responsibility (CSR)
9.	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 Company’s executives, staff and workers.

This Reportwill be incomplete without a specific appreciation for the Members of the Company who have shown immense confidence and understanding in the Company’s well-being.

	For and on behalf of the Board of Directors
	Sd/-
	Monoranjan Roy
Place: Kolkata	Chairman & Managing Director
Date: 22.05.2017	(DIN: 02275811)