pincon annual report 2015-16

What makes Pincon Spirit Limited one of the most exciting liquor companies in India today?

PINCON SPIRIT LIMITED 38th AnnualReport 2015

16 PINCON SPIRIT LIMITED www.pinconspirit.in

ContentsOpportunity-responsive 04 Bringing IMFL attributes to IMIL space 06 Making the consumption leap happen 08

An insight into the corporate 10 Our corporate journey 12 Chairman’s review 14 Our robust business model 16

Company review 17 Management discussion and analysis 18 Managing business uncertainties 24 Statutory

section 26 Balance Sheet and P&L Account 61

Forward-looking statementIn this annual report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements- written and oral- that we periodically make contain forward looking statements that set out anticipated results based on the management plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘beliefs’ and ‘words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risk, uncertainties and even inaccurate assumptions. Should known or unknown risk or uncertainties materialise, or should underlying assumptions prove inaccurate, actual; results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

How Pincon has strengthened its credentials as an Opportunity-responsive company

04

Bringing superior IMFL attributes to the IMIL space

06

Chairman’s review

14Making the consumption leap happenPincon’s biggest contribution has been in graduating the consumer at the bottom of the consumption pyramid to a superior product

08

Vision To make liquor consumption safe, hygienic and responsible

A [email protected]

India’s liquor industry is regulated by the government at one end and dominated by multinationals at the other.Their formidable industry barriers mean that industry players are either large or slow-growing.The one exception is Pincon Spirit Limited.One of the youngest corporatised success stories in India’s liquor space. And one of the fastest-growing as well.Here’s proof: Company reported its eighth successive year of profitable growth in 2015-16.Revenues grew by 43%. Profit after tax strengthened by 53%.Making the Company one of the most exciting prospects in India’s liquor industry.

PINCON.

JUST DIFFERENT. Most established liquor companies focus on the upmarket consumer.Pincon focuses at the bottom of the country’s consumption pyramid.

Most liquor companies focus on upmarket niche segments.Pincon selected to focus on the popular segment.

Most liquor companies address existing price segments.Pincon has successfully created new price segments.

There have been virtually no new players entering the IMFL space in the last couple of decades.Pincon has been one of the most exciting entrants in the country’s IMFL sector.

Most IMFL companies have high marketing budgets.Pincon’s business model is weighted around low marketing costs, which can be passed on to the retailers.

Most liquor companies begin by blending, bottling and branding followed by distribution.Pincon was engaged in the distribution business and used this insight of liquor across blending, bottling, branding and marketing – hence the entire value chain.

Most liquor companies prefer to specialise in a space of their choosing.Pincon is extending its IMFL specialisation to the IMIL segment.

Corporate overview | Statutory reports | Financial statements1516 2 320Annual

Report

Opportunity-responsive.A few years ago, the West Bengal Government embarked on reforming the liquor sector. Pincon was among the first to respond to this emerging opportunity.

T he State Government’s policy of issuing composite licenses made it possible for IMFL and IMIL manufacturers to market their products from the

same retail points. This ‘open market’ approach increased the throughput of liquor brands and products through retail outlets. Besides, the very classification of the points of liquor sale was extended to clubs, bars and hotels.

Pincon was among the first liquor companies in West Bengal to recognise the implications of this reform. The Company invested aggressively, creating its first IMFL bottling capacity in 2013 widened its footprint across 21 districts of West Bengal. It launched more brands. It invested in facilities that enhanced IMIL acceptability, eliminating the odour usually associated with this product following the use of grain-based ENA.

The result is that Pincon’s first-mover’s advantage has helped it acquire a leading market share and enhance revenue visibility.

Making it a dominant IMIL player in West Bengal.

Bottling plants 2 in 2014-151 in 2013-14 3 in 2015-16

The Company widened it footprint across 21 districts of West Bengal.

The result is that Pincon’s first-mover’s advantage has helped it acquire a leading market share and enhance revenue visibility.

T H E P I N C O N D I F F E R E N C E

AnnualReport Corporate overview | Statutory reports | Financial statements2015

16 54

Bringing IMFL attributes to the IMIL space.Pincon is one of the few companies to have extended successfully from the premium to the popular segment.

The Company proactively invested in deodorising its IMIL products, enhancing their social acceptability and creating new markets.

The result is that Pincon singlehandedly graduated the West Bengal consumer from drinking illicit liquor consumption to progressive IMIL equivalents.

U ntil a few years ago, Pincon was largely present in the IMFL segment. W hen the Company selected to extend to the IMIL

space, it leveraged the knowledge gathered from the IMFL segment.

The Company’s principal learning was centred around product quality. The result was that Pincon was among one of the first players to graduate from molasses-based IMIL to the superior grain-based equivalent, achieving the requisite 70 degree strength.

The Company created branded IMIL products with an upmarket look for the first time, revolutionising on-site consumer promotional methods.

The Company proactively invested in deodorising its IMIL products, enhancing their social acceptability and creating new markets.

The Company effectively utilised PET bottles to market its products and thus drive sales and realisations.

The result is that Pincon singlehandedly graduated the West Bengal consumer from drinking illicit liquor consumption to progressive IMIL equivalents.

Graduating lifestyles at the bottom-of-the-pyramid.

Additions to the IMIL

portfolio 1 in 20150 in 2014 3 in 2016



16 6 7

Making the consumption leap happen.Pincon’s biggest contribution has been graduating the consumer at the bottom-of-the-pyramid to a superior product.

A few years ago, Pincon launched Pincon Series, a mid-priced liquor category. R ather than compete with some of the

established brands and take years to carve out an identity, Pincon responded laterally.

The Company introduced radical pricing. H50 for a 180 ml bottle. H100 for a 375 ml bottle. And H260 for a litre bottle. Most experts indicated that the pricing would only attract more IMFL drinkers.

What Pincon achieved was entirely unexpected. The Company addressed a large chunk of IMIL consumers as well. Attracted by the price-value proposition, a number of them were encouraged to transform their tastes and lifestyles.

Going beyond enhancing market shares; creating new markets altogether.

Rather than compete with some of the established brands and take years to carve out an identity, Pincon responded laterally.

The Company introduced radical pricing. H50 for a 180 ml bottle. H100 for a 375 ml bottle. And H260 for a litre bottle.

Additions to the IMFL

portfolio 11 in 2014-159 in 2013-14 11 in 2015-16



16 8 9

Pincon Spirit Limited.Extended from IMFL to IMIL. Pioneered the advent of branded IMIL.Leveraging the growth prospects of two fast-growing business segments. Liquor and edible oil.

Background Pincon Spirit Limited entered India’s liquor business in 2005 as a wholesale distributor of high-volume IMFL brands. Over the decade, Pincon has emerged as a leading player in blending, bottling and distributing proprietary IMFL and IMIL products. Besides this, Pincon refines, bottles and distributes edible oils in the FMCG segment.

Facilities The Company manages six blending and bottling facilities (two owned and three contract manufacturing) ensuring that products reach 2,000+ retail outlets in West Bengal, Karnataka, Odisha, Jharkhand and Uttarakhand, quickly and cost-effectively. Also, it has its own oil refining and packaging plant in West Bengal.

Key shareholder information

Management Pincon Spirit Limited is headed by Mr. Monoranjan Roy. The Company’s operations are managed by a 14-member senior management team who are supported by 90+ employees.

Brands Pincon enjoys a presence in all IMFL segments through 11 in-house brands. The Company’s three brands in the IMIL space make it a dominant player in West Bengal. In the FMCG space, two edible oil brands enjoy wide consumer acceptance in West Bengal.

243Market capitalisation

in H croreBSE Code: 538771CSE Code: 10029247

OTHER CORPORATE INFORMATIONHeadquarters: Bangalore, IndiaListing: CSE Ltd and BSE Ltd.Contribution towards CSR initiatives: H0.20 crore*As of FY 2015-16

*All information relevant as of 31 March 201610

Face value per share in H

504Enterprise value

in H crore

Our presence in West Bengal

(districts) 12 in 2014-155 in 2013-14 21 in 2015-16


16 10 11

THIS IS HOW WE OUTPERFORMED

THE SECTOR IN 2015-16

n Revenues increased by 43% from H693 crore in 2014-15 to H988 crore.

n EBITDA grew by 64% from H35 crore in 2014-15 to H58 crore.

n Profit after tax increased by 53% from

H17 crore in 2014-15 to H26 crore.

n Acquired an IMIL bottling unit of National Industrial Corporation (Nicols) in Asansol.

n Planned to acquire two more IMIL and

one more IMFL blending and bottling unit in West Bengal coupled with two popular IMIL brands.

n Decided to make a direct overseas investment to acquire 100% of OSPL

(Orbitol Solutions Pte Ltd), a Singapore-based company that will enable Pincon to export its own brand of Ultra Force XXX Jamaican Rum to ASEAN countries. This will facilitate the import of liquor and pulses for

onward marketing in India.

n Penetrated deeper and enhanced acceptance of edible oils in West Bengal.

*As per a survey conducted by the West Bengal Foreign Liquor Manufacturers and Bonders Association

2012

n Expanded whisky and rum portfolio

n Launched Pincon King’s Coin 50 (vodka, rum and

whisky)

n Crossed turnover of H240 crore

2014

n Set up office in Bengaluru for expanding into South

India

n Launched in-house IMFL brand in Karnataka

n Entered the IMIL segment by launching Pincon

Bangla No.1 in West Bengal

n Got listed on the BSE

2015

n Launched Odisha Choice Whisky in Odisha in the

economic segment

n Launched Ultra Force XXX Jamaican Rum in the

premium segment

n Launched Pincon Ruby Gold Orange Flavoured Gin

in regular segment

n Crossed turnover of H600 crore and net profit H10

crore

2013

n Launched Highland Blue Whisky in the mid-

premium segment

n Launched Pincon Ruby Gold XO Brandy

n Entered the FMCG segment – edible oils


2010

n Launched first in-house brand in the IMFL segment

– Pincon XXX Matured Rum


2011 n Entered into a tie-ups

with bottling units outside West Bengal for its IMFL

brands

n Launched Pincon No. 1 Whisky

n Pincon XXX Matured Rum emerged as the third largest rum brand in West

Bengal*


2005-09

n Present management takes over Sarang Viniyog

Ltd, (presently Pincon Spirit Limited)

n Launched wholesale distribution of reputed

IMFL brands in West Bengal

FY 12 FY 13 FY 14 FY 15 FY 16

Net sales (H crore)

FY 12 FY 13 FY 14 FY 15 FY 16

EPS (H)

FY 12 FY 13 FY 14 FY 15 FY 16

EBITDA (H crore)

FY 12 FY 13 FY 14 FY 15 FY 16

RONW (%)

FY 12 FY 13 FY 14 FY 15 FY 16

PAT (H crore)

OUR CORPORATE JOURNEY24

4.6

320.

1

384.

9

692.

9

987.

9

10.3

14.9

19.1

35.6

58.1

6.9

8.5

10.1

16.7

25.5

6.8

8.5

10.0

16.6

17.3

32.4

28.6

25.1

28.7

27.1


16 12 13

Chairman’s overview

“If you ask me what we have done that it is indeed creditable, I will only say this: we offered a branded product in a space where nobody previously aspired to; we seeded the market with branded offerings; we created an appetite for better products.”

Pincon Spirit Limited is one of the most attractive proxies of India’s liquor industry.Our Company is a proxy of the vast consumption potential at the base of India’s consumption pyramid. Our Company is a proxy of an increased national emphasis on hygiene. Our Company is a proxy of the country’s branding and packaging revolution. Our Company is a proxy of the nation’s growing aspirations. Our Company is a proxy of the country’s millions who are eager to unwind and entertain themselves.

It’s on the back of these diverse realities, our Company has emerged as one of the fastest-growing companies in India today.

Our Company grew revenues by 43% and profit after tax by 53% in 2015-16 – the eighth successive year of profitable growth.

This outperformance was the result of a conscious decision to grow the business in a manner distinctive from our peers.

Principally, liquor companies in India focus on the premium branded segment, avoiding the low-value IMIL portfolio which is considered to be incompatible with the premium portfolio and its realisations not considered good enough to ensure profitable growth.

Our Company was able to perceive opportunities where others saw challenges because of our in-depth understanding of the business. We have grown from a point where we distributed products for some of the largest liquor companies in the country for a number of years. We saw how the business worked from up front – what trade policies were followed by the larger companies, how consumers responded to different prices and how offtake responded to changes in positioning.

As it turned out, we extended from distribution to blending, bottling, branding, marketing and retailing, possibly the longest value chain in the country’s liquor industry. Being small, we possessed the right size to manage overheads. Besides, the decision of the West Bengal Government to create a composite license for the liquor sector made it possible for us to widen our reach across the IMIL and IMFL segments.

This convergence – right place, right time, right size – brought us face to face with one of the largest sectoral opportunities. In West Bengal, where we selected to enhance our presence, there was a large illicit liquor trade marked by spurious products, absence of quality assurances and no certifications, low product traceability and most importantly – no contribution to the exchequer.

Our Company addressed this vast segment (estimated in excess of H50,000 crore a year across India), by offering a

superior packaged and branded IMFL product priced affordably for the masses, we created an inducement for thousands of consumers to graduate their tastes, preferences and lifestyles.

So, if you ask me what we have done that it is indeed creditable, I will only say this: we offered a branded product in a space where nobody previously aspired to; we seeded the market with branded offerings; we created an appetite for better products.

The result is that we grew revenues at a CAGR of 57.25% in the three years leading to 2015-16; we grew our profit after tax at a CAGR of 58% during the same period.

What we have achieved in the last few years pales in comparison to what lies ahead.

The prospects are compelling. In India, there are only two pan-Indian MNCs; the rest of the players are regional. The market is getting increasingly corporatised. There is a greater respect for companies that can market wider and deeper. There have been no efforts undertaken towards educating the masses about the consumption of safe and hygienic IMIL.

Our Company is attractively placed to capitalise on these realities. We achieved a critical mass of over 21,00,000+ cases of IMFL and IMIL products for the year under review, following which scale-based

efficiencies will translate greater margins visibility. We have an unusual commitment towards logistics management and customer responsiveness for a company of our size. We have been blending grain-based extra neutral alcohol with RO-treated water which has enabled us to create an absolutely odourless IMIL product. Besides, ours is an instance of a company that has widened its national footprint parallely with its regional spread.

Considering that the acquired facilities are running profitably, we expect them to contribute handsomely to our financials in 2016-17. More importantly, we have invested in a medium-term plan that comprises expanding our operating facilities, evolving our product mix, and widening our footprint to cumulatively grow our revenues to C3,000 crore by 2020.

The other distinctive Pincon initiative has been our decision to extend into a completely different business segment – the refining, branding and distribution of edible oils in the FMCG segment. This strategy has helped us de-risk ourselves from an excessive dependence on the liquor segment. Following an investment in product variety, smart marketing strategies and superior distribution network, we have carved out a successful presence in this segment marked by attractive revenues. This provides us with the optimism that this segment can emerge as a full-fledged business capable of enhancing shareholder value sustainably.

I strongly believe that a company can ensure sustainable growth through open communication with its stakeholders.

I would like to thank our stakeholders for their unflinching support and persistent commitment in helping Pincon reach such great heights. I look forward to the next year with the strong belief that Pincon will continue to receive your encouragement.

Monoranjan Roy,Chairman and Managing Director

Optimism, 2016-17n Leverage acquisitions to step up production to over 1.2 crore bottles per month in the IMIL segment.n Acquire two bottling units in Malda and Cooch Behar.n Strengthen our presence throughout West Bengal and Karnataka.n Widen our IMFL portfolio to reap promising returns.


16 14 15

An overview of the Company’s 2015-16 performance The year 2015-16 was a positive year as our topline grew by 43% to H988 crore while net profit increased by 53% to H26 crore. More importantly, our EBIDTA margin strengthened by 80 bps over the previous year. This profitable growth validates the Company’s ability to build volumes, generate attractive realisations and optimise costs.

This outperformance was the result of the successful implementation of a number of initiatives. We strengthened our presence in Karnataka (having entered the market in late 2014-15), resulting in incremental volumes. We focused on growing awareness regarding our core brands. We launched new products and product extensions that generated encouraging volumes.

Key corporate achievements, 2015-16The Company completed two IMIL-related acquisitions in 2015-16. Pincon acquired a bottling unit in Asansol to address the large liquor consuming market in the coal mining belt of West Bengal. The Company embarked on the acquisition of two blending and bottling units in Dankuni and Barahanagar. The Company also acquired two popular IMIL brands - Bengal Tiger (more than 20 years old) and Uddan (more than 15 years old) – that are expected to translate into enhanced offtake in 2016-17.

The IMIL business segmentThe Company has enhanced manufacturing capacities following these acquisitions. The Company will now be

able to produce 2.5 crore bottles per month compared to 1.25 crore bottles per month, a year ago. This capacity jump empowers the Company to address a growing IMIL market. Besides, the ownership of three leading IMIL brands is likely to make Pincon the go-to company in terms of its distribution channel and will make it possible for us to optimise costs. The bottomline is that the acquisitions will make us a larger company capable of selling faster and at a lower cost – adding value for stakeholders across the foreseeable future.

The West Bengal opportunityFrom a macro perspective, West Bengal consumes about 6 crore IMIL bottles per month on an average, apart from the sizeable volumes of illicit liquor. The West Bengal Government’s desire to wipe out illicit liquor consumption in West Bengal has brightened prospects for us in the IMIL segment.

Business-strengthening initiativesConsider this: our flagship Bangla No.1 brand along with the newly-acquired brands are present across 21 districts of West Bengal. The extension of these prominent brands across our existing footprint could alone make a sizeable addition to our volumes.

Growth opportunitiesEven as we are a dominant IMIL player in West Bengal with a 40% market share, our presence in North Bengal is still marginal. Consequently, we are analysing inorganic growth opportunities in that location. From a distribution perspective, there are about 2,200 active shops marketing IMIL brands while our products are available in

2,000+ of them. Our focus on extending our pan-Bengal footprint should catalyse business growth.

The IMFL segmentPincon’s IMFL brands reported a 60%-plus revenue growth over the previous year even as its core brands are relatively new and only started gaining consumer acceptance in the states of their presence.

OutlookThe Company is hopeful of sustaining its growth in the current year on a larger base. We will continue enhancing marketplace and shopfloor efficiencies and strengthening our product basket to fill market gaps. Our proposed acquisition of Orbitol Solutions Pte Ltd, a Singapore-based company, will facilitate the export of our Ultra Force XXX Jamaican Rum to the ASEAN countries.

We aspire to continue growing our topline, improve margins and drive bottomline growth in 2016-17. We intend to mobilise funds for acquisitions and financing day-to-day opeartions through a prudent mix of debt and equity, strengthening our Balance Sheet.

In view of these realities, we expect to drive sustainable growth over the foreseeable future.

A conversation with Mr. Arup Thakur, Executive Director and CFO

“We aspire to continue growing our topline, improve margins and drive bottomline growth in 2016-17.”

Our robust business model

Value chainThe Company enjoys a visible presence across the value chain – from production to retail.

AcquisitionsThe Company has demonstrated the ability to identify targets and acquire bottling plants and brands to address the vast consumption potential in the markets of its presence.

Transformation-focusedThe Company focuses on strengthening its presence in the IMIL segment, graduating from entry-level IMFL products to mainstream products by branding and leveraging its corporatised identity.

Resource integrityThe Company has selected to manufacture IMIL from grain-based ENA, enhancing taste on the one hand and eliminating odour on the other, resulting in increased acceptability among the masses.

Twin revenue enginesThe Company’s revenues are being driven by liquor and edible oils; ensuring that it isn’t overtly depedent on any one of the two verticals.

DiversificationThe Company invested across the IMFL range (whisky, gin, vodka and rum) with the objective to capture the upside in each and moderate an excessive dependence on any one variety.

DistributionThe Company markets products through private/governmental distribution channels. The Company possesses a strong retail and institutional network (proprietary retail shops in West Bengal).

Bottling integrationThe Company has invested extensively in back-end integration – via the direct ownership of bottling plants and tie-ups, strengthening its value chain.

55%

increase in our points-of-sale in FY16


16 16 17

Indian economyThe global landscape has been rough and uncertain with weak output growth.

Even in these trying times, India’s economic growth was positive wherein inflation, fiscal deficit and current account balance showed improvement.

India registered robust growth of 7.2% in 2014-15 and an 7.6% in 2015-16, retaining its position as the fastest-growing major economy. This growth was largely the

result of the exceptional performance of the country’s manufacturing sector (9.5% growth in 2015-16 against 5.5% in 2014-15), which was due to a significant fall in inputs costs following a decline in global commodity prices. Besides, growth is also being significantly driven by private consumption aided by lower energy prices and higher real incomes.

Economic robustness was also facilitated by positive RBI policies which aided in

controlling demand pressures, keep external shocks at bay and control rupee volatility and inflation.

India’s economy is expected to sustain its growth momentum in the current year. The Economic Survey 2015-16 has projected a GDP growth of 7-7.75% in 2016-17, while IMF has estimated India’s GDP growth at 7.5% in FY17 supported by stronger domestic demand.

(Source: IMF, ET, World Bank)

The Indian liquor industry is estimatedly worth C1,400 billion. This segment is still largely untapped, making it attractive for liquor players. Several global companies

consider India as an under-consumed market, which has seen steady growth in the last five years. In view of this rich potential, the pace of acquisitions and

joint ventures have increased, leading to market consolidation. This industry can be broadly divided into the following segments:

IMFL (Indian Made Foreign Liquor)IMFL is a large segment of the Indian liquor industry segmented into various types (whisky, vodka, gin, rum and brandy). This segment is dominated by whisky (60% of volumes), followed by rum (25%). This segment sells around 80 billion cases a year. In the IMFL segment, vodka is the fastest-growing at around 9-10%, consumption of which has increased due to increased popularity among women. Besides, evolving consumer preferences towards premium IMFL varieties are likely to enhance realisations and prospects.

IMIL (Indian Made Indian Liquor)This is the largest form of alcohol

consumed in India, accounting for nearly 50% of the market and growing at around 6-8% each year. There has been a gradual shift from illicit liquor to licensed and subsidised IMIL (country liquor).

Industry challenges comprise restrictive state policies regarding pricing, production and movement, increase in raw material costs and advertising restrictions.

Industry driversUrbanisation: As more people migrate to cities, they will be exposed to a wider variety of liquor products.

Favourable demographics: More than 60% of India’s population lies in the age group of 15-45. More than 480 million Indians are above the drinking age;

around 150 million will be added to this group over the next five years.

Social norms: There has been a visible change in drinking attitudes, enhancing the social acceptability of alcohol consumption.

Rising disposable incomes: Most Indians are in the productive working age bracket and moving towards the upper and middle income groups.

Increased alcohol accessibility and availability: The industry is populated by a number of brands (high-end and low-end). Most low-end brands are available in government-licensed outlets, government shops (monopolies), private licensed retail chains, restaurants and bars.

Management discussion and analysis

INDUSTRY REVIEW

Type of industry Pricing Target audience

IMFL (Indian Made Foreign Liquor) Affordable and competitive Above 24 years

IMIL (Indian Made Indian Liquor) Low-end prices are a driving factor Above 35 years

IMFL

11Proprietary

brands

P incon entered the IMFL segment through wholesale distribution and subsequently graduated to blending,

bottling and marketing proprietary brands across five states. Pincon is possibly the only liquor player in India with a footprint extending from production to wholesale and retail.

Wholesale distributionThe Company is engaged in the wholesale distrbution of leading liquor brands for which it enjoys tie-ups with more than 3,000 licensees in West Bengal. Over the years, the business provided the Company with a grassroots understanding of the segment and regional customer preferences. The Company entered this segment in 2009. In 2015-16, this business generated revenues worth H341 crore against H322 crore in 2014-15. Even as its contribution to the topline (consolidated) declined from 49% to 33%, IMFL as a segment registered a growth

of 14% on the strong growth of our IMFL brands. Going forward, business growth is expected to sustain momentum, even as its share in the overall business is likely to decline.

Proprietary productsThe Company produces proprietary liquor brands with a manufacturing capacity of 120,000 cases per month. The Company’s product portfolio comprises 11 brands across five categories (rum, whisky, vodka, brandy and gin).

Highlights, 2015-16n Revenues grew by more than 60%; the average industry growth was more than 8%

n Strengthened ‘route to market’ capabilities – right product at the right place.

n Launched Ruby Gold Gin, which was well received by the customers

Product segment

Brands Pincon’s position in West Bengal

50 degrees or more

Pincon King’s Coin (whisky, rum, vodka) Second-largest by volume

Budget Pincon No. 1 Select Whisky, Odisha Choice Whisky, Pincon XXX Matured Rum, Pincon Perfect Grain Vodka and Pincon Ruby Gold XO Brandy

Leader in this product segment

Regular Highland Blue Whisky, Ultra Force XXX Jamaican Rum, Pincon Ruby Gold Orange Gin

Steadily growing market shares

50+Traded brands

45Proportion of

income from IMFL business (2015-16) (%)

11+Sales volumes in

2015-16 (lac cases)

588Revenue in 2015-

16 (H crore)

Pincon is one of the few users of grain-based ENA, which enhances product taste.

Business segment#1

Corporate overview | Statutory reports | Financial statements1516

AnnualReport 2015

16 18 19

n Made inroads in the difficult-to-penetrate rum segment (customer preferences are fixed around traditional brands) with its Ultra Force XXX Jamaican Rum

n Revamped packaging of its flagship Highland Blue whisky brand to strengthen customer appeal

n Strengthened branding and awareness

Agenda for 2016-17n Increase presence of core brands (Highland Blue Whisky, Pincon No.1 Select Whisky and Ultra Force XXX Jamaican Rum) in Karnataka

n Widen and deepen the distribution network

n Bolster the Pincon portfolio

14Pincon IMFL

revenue growth, 2015-16 (%)

8+Indian IMFL

segment revenue growth, 2015-16 (%)

IMFL – A wide product basket across strategic price points widens the opportunity canvas

Gin Ruby Gold

H320 for 750 ml

Vodka King’s Coin

H160 for 750 ml

Rum Jamaican Ultra Force

H340 for a litre

Whisky Highland Blue

H415 for a litre

Rum King’s Coin

H160 for 750 ml

IMFL portfolio

IMIL

H aving entered this space in 2015 following the launch of the Pincon Bangla No.1 brand, the Company has

emerged as a dominant IMIL player (post-acquisition) in West Bengal.

Pincon is among the pioneers in corporatising the IMIL segment (country liquor), which is still largely unorganised.

The use of grain-based ENA as the basic ingredient mixed with demineralised water from the Company’s plant and the use of state-of-the-art automatic bottling lines have positioned Pincon distinctively from its peers (through product quality and taste). The Company’s sustained advertising and promotional initiatives are aimed at raising awareness on the need to graduate consumers from illicit liquor to branded IMIL variants. These factors have enhanced the acceptability of the Company’s products leading to increased offtake.

Pincon strengthened its sectoral leadership by increasing capacities (three manufacturing units) and acquiring brands (Uddan and Bengal Tiger).

Currently, the Company has a capacity to produce 1.3 crore bottles a month across three manufacturing facilities in Central and South Bengal. Pincon’s Bangla No. 1 is available in 21 districts across 2,000+ retail outlets.

Highlights, 2015-16n The Company began blending and bottling liquor under the IMIL segment during the year under review.

n Acquired Nicols, which added a manufacturing unit to the Company’s asset bank (capacity of 20 lac bottles per month), enabling the Company to establish its footprint in the coal mining belt of West Bengal, a large IMIL market.

n Embarked to acquire two manufacturing units – Dankuni and Barahanagar - which also added two of the highest-selling IMIL brands, Bengal Tiger (more than 20 years old) and Uddan (more than 15 years old).

n Introduced an orange-flavoured variant of Bangla No. 1 in December 2015, which was well-received.

Agenda for 2016-17n Introduce four flavoured variants under the Bangla No. 1 brand

n Extend product availability of newly-acquired brands across Bengal.

n Scout for acquisition opportunities to strengthen presence in North Bengal.

n Assist the State Government to counter the sale of unlicensed country liquor (hooch) by introducing an alcohol variant of similar strength (80 degrees).

3Proprietary

brands

100Pincon IMIL revenue growth, 2015-16 (%)

21Districts of presence

15Indian IMIL segment revenue

growth, 2015-16 (%)

4,800Points-of-sale

123Revenue in 2015-

16 (H crore)

Pincon aims to achieve a 60% market share in the IMIL space in West Bengal by the end of FY17.

Business segment#2


16 20 21

Edible oils

T his business segment is engaged in the manufacture of edible oils. The Company owns a refining and

packaging unit.

The Company entered the edible oil segment in 2013 and markets its products in West Bengal and North East India. This segment has helped in diversifying the Company’s business and creating an additional revenue stream.

Highlights, 2015-16n The topline growth that was achieved in the year under review was H101 crore, which is substantial, considering the Company entered the edible oils segment in 2013.

n Its competitive pricing has helped this

segment grow revenues by 60% during the year under review.

n Pincon leveraged its expertise in the distribution of liquor products in the realm of edible oils.

n The Company focused on consolidating its edible oils business in West Bengal.

Agenda for 2016-17n The segment holds substantial promise and hence the Company plans to further consolidate its presence in West Bengal.

n The product recall of its liquor business would be instrumental in boosting sales of its edible oils.

2brands

50,000Production

capacity in tonnes

28Proportion of

income from own business (2015-16) (%)

31,000+Sales volumes in

2015-16 in tonnes

281Revenue in

2015-16 (H crore)

Business segment#3 How does Pincon enhance consumer value?At Pincon, we believe in providing value to our consumers through differentiation. This philosophy has ensured the Company’s success in the IMIL segment, with growing customer adoption of our brands, increasing IMIL sales volumes to 1 crore bottles a month. Our superior price-value proposition is expected to establish us as one of the largest IMIL (country spirit) players in India.

Sectoral attributes

The Indian edible oils market is the fourth largest in the world after the US, China and Brazil, accounting for around 9% of the world’s oilseeds production.

Edible oil consumption will receive a boost with the population increasing incrementally over the years.

Demand-supply issues have still not been fully addressed due to a lack of an efficient logistics chain.

The Indian edible oil market is under-penetrated and holds immense potential for growth.

Rising incomes will enhance the growth of this sector.


16 22 23

Managing business uncertainties Business is about taking and managing risks. A business’s risk profile will evolve with altering

dynamics. The same holds true at Pincon, which has progressively emerged as one of the India’s

fastest-growing corporates. The Company leveraged its domain knowledge to strengthen

viability across products, geographies and market cycles.

REGULATORY RISK: The Company’s business depends largely on governmental policies, especially excise laws.

GEOGRAPHIC RISK: An overt dependence on a single state could impact growth if geopolitical challenges emerge in that geography.

FUNDING RISK: Inability to mobilise adequate low-cost funds could affect growth aspirations.

MARGINS RISK: Inability to manage growing business operations could impact profitability.

Mitigation: As a part of its de-risking initiatives, the Company has strategically established a footprint in areas where State Governments are not averse to liquor consumption. The Company has a team of professionals who ensure that its operations conform to the laws of the land.

Result: Pincon has emerged as one of the fastest-growing companies in India. Its topline has grown at a CAGR of 50% + over the last five years.

PRODUCT RISK: Non-acceptance of the product in the consuming fraternity could impact business sustainability.

Mitigation: The Company has been in business for more than a decade. Its IMFL wholesale operations provide insights into evolving customer preferences across geographies. Based on this knowledge, the Company has launched a slew of successful products. The most recent launch was Ruby Gold Gin which sold more than 30,000 cases during the previous fiscal.

Result: Each of the Company’s brands registered healthy double-digit growths in the last three years.

Mitigation: Pincon generates more than 65% of its revenues from West Bengal. Hence it could be affected by unforeseen adversities impacting the state. However, the geopolitical scenario in West Bengal does not threaten liquor consumption. As a de-risking measure, the Company is strengthening its presence in Karnataka, Jharkhand and Odisha. The Company is also extending its footprint to Delhi and Chattishgarh. Its proposed acquisitions allows it to export IMFL products to ASEAN nations. The widening of the opportunity canvas is expected to reduce the Company’s dependence on West Bengal.

Result: Revenue contribution from outside West Bengal states grew from scratch in 2012-13 to 35% in 2015-16.

Mitigation: The Company’s businesses (liquor and edible oils) are working capital-intensive. The Company expects to infuse around H225 crore in 2016-17 (a mix of debt and equity) thereby strengthening organisational liquidity and de-leveraging its Balance Sheet. Moreover, growth in business volumes is expected to strengthen cash flows which could be deployed to fund working capital needs and repay debts.

Result: The capital employed in the business increased from H99 crore in 2014-15 to H136 crore in 2015-16; strategic investor (Chairman and Managing Director) infused H62 crore into the business in 2015-16, enhancing liquidity.

Mitigation: The growing scale of operations and the consequent economies-of-scale will bolster operating margins. Streamlining of business operations is a continuous journey and as the Company grows larger, its negotiating power with key stakeholders is expected to strengthen, thus optimising costs. From a realisations perspective, the Company is moving up the value chain in the IMFL business (focus on core brands) and this is expected to improve margins

Result: Revenues from core brands increased from H170 crore in 2014-15 to H384 crore in 2015-16 while EBIDTA margin improved by 80 bps over the same period.


16 24 25

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 H94,605.88 Lacs representing a steadfast growth of 56.97% over

the previous year of H60,269.97 Lacs. Net Profit from operations

at H2,485.96 Lacs registered a robust growth of 58.54% over the

previous year of H1,568.00 Lacs.

OUTLOOK

The details about prospects/ outlook of your Company are provided

under the Management Discussion and Analysis Report, forming

part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS) 21 on Consolidated

Financial Statements, the Audited Consolidated Financial Statement

is provided in the Annual Report.

DIVIDEND

Directors have recommended a dividend of H0.75 (i.e. 7.50%) per

equity share for the Financial Year ended March 31, 2016. 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 May 30,

2016 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.

DIRECTORS

As per the provisions of the Companies Act, 2013, Mr. Subrata

Basu retires by rotation at the ensuing AGM and being eligible

offers himself for re-appointment. The Board recommends the re-

appointment of Mr. Subrata Basu as Director & Mr. Abhijit Datta, who

was appointed as Additional Director (Independent) on 09.02.2016

to be appointed/regularised as Director (Independent) in the

ensuing AGM of the Company.

AUDITORS’

In the 36th AGM held on 29.09.2014, D.N. Misra & Co., Chartered

Accountants has been 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 AGM.

Further, the report of the Statutory Auditor along with Schedules

and Notes to Accounts are enclosed to this report. The observations

made in the Auditors’ Report are self-explanatory and therefore do

not call for any further comments.

AUDITORS’ REPORT

The observations of the auditors in their report are self-explanatory

and therefore, in the opinion of the Directors, do not call for further

comments.

SUBSIDIARIES

In accordance with Section 129(3) 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 – 1 to this report. In accordance with third provision to Section

136(1) of the Companies Act, 2013, the Annual Report and Financial

Statements of each of the Subsidiary Companies have also been

placed on the website of the Company www.pinconspirit.in

SECRETARIAL AUDITORS

Section 204 of the Companies Act, 2013 inter-alia requires every

listed company to annex with its Board’s Report, a Secretarial Audit

Report given by a Company Secretaries in practice, in the prescribed

form.

The Board of Directors appointed M/s. Arpan Sengupta & Associates,

Practicing Company Secretary, as Secretarial Auditor to conduct

Secretarial Audit of the Company for Financial Year 2015-16 and

their report is annexed to this Board Report as Annexure – 2.

The Secretarial Audit Report does not contain any qualification,

reservation, adverse remark or disclaimer.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 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 – 3.

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 of the Companies (Accounts) Rules, 2014, are set out in

Annexure – 4.

RELATED PARTY TRANSACTION

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 are 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 required under section 134(3)

(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is

given in Form AOC 2 and the same is enclosed as Annexure – 5, the

same is mentioned in the notes of accounts as well.

The Company’s policy on dealing with Related Party Transactions

was adopted by the Board on 17th October, 2014 and is available

on the website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form

No. MGT-9 is annexed herewith as Annexure – 6.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under 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.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to

the Directors. The Board met 19 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,

Directors’ Report

Your Directors are pleased to present the 38th Annual Report and the Company’s Audited Accounts for the Financial Year ended

March 31, 2016.

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

H in Lacs

PARTICULARS 2015-16 2014-15

Revenue 94,605.88 60,269.67

Profit before Interest, Depreciation, Tax 5610.41 3,285.89

Depreciation 207.40 215.14

Interest 1,669.28 706.73

Profit after Interest & Depreciation 3,733.73 2,364.01

Provision for Taxation (I. Tax & Deferred Tax) 1,247.77 796.01

Profit after Tax 2,485.96 1,568.00

Share Capital 2,104.30 1,002.15

Reserve & Surplus 6,948.14 4,463.84

EPS - Basic (Rupees) 11.81 15.65

EPS - Diluted (Rupees) 16.87 15.65


16 26 27

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 focussed people attention 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 its workers and employees at all levels.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,

2013:

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

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).

BOARD EVALUATION CRITERIA

Pursuant to the section 134 (P) of Companies Act, 2013 read with

Rule 8 (4) of Companies Accounts Rule, 2014 and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, 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 evaluation 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:

I. In the preparation of the Annual Accounts, the applicable

accounting standards have been followed.

II. The Directors have 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.

III. The Directors have 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.

As per Section 134(CA) of the Companies Amendment Act,

2015 duly notified on 26th May 2015, no fraud was reported by

Auditor’s under Sub-Section (12) of Section 143.

IV. The Directors have prepared the Annual Accounts on a going

concern basis.

V. The Directors have laid down internal financial controls to

be followed by the Company and that such internal financial

controls are adequate and were operating effectively.

VI. 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.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record

their sincere appreciation of all stakeholders - shareholders, bankers

dealers, vendors and other business partners for the excellent

support received from them during the year under review. Your

Directors recognise and appreciate the efforts and hard work of all

the employees of the Company and their continued contribution

to its progress.

For and on behalf of the Board of Directors

Sd/-

Monoranjan Roy Place: Kolkata, Chairman & Managing Director

Date: 28.04.2016 (DIN: 02275811)

BOARD COMMITTEES

The Company has set up the following committees of the Board.

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders’ Relationship Committee

D. Corporate Social Responsibility Committee

E. Risk Management Committee

F. General Committee of Directors

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 of the Companies

Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, the Board of

Directors in its Meeting held on 17th 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 the Corporate Governance

Report.

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 that it leads to overall

development of all stakeholders and Society. Report on Corporate

Social Responsibility is annexed herewith as Annexure – 7.

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 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.

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 prioritised through a company wide exercise.

Members of Senior Management have undertaken the ownership

and are continuously 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

Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis as stipulated

under 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 are attached to the

Report on Corporate Governance.

DEPOSITORY SYSTEM

The trading in the Equity Shares of your Company are under

compulsory dematerialisation mode. As on 31.03.2016 Equity

Shares representing 71.00% of the Equity Share Capital are in

dematerialised form. As the depositary system offers numerous

advantages, Members are requested to take advantages of the same

and avail of facility of dematerialisation of the Company’s Shares.

FIXED 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

SMERA, a reputed agency has assigned Credit Rating “SMERA BBB

(Stable)” for short-term instrument of the Company.

During the year Dun & Bradstreet has assigned a Rating of “D&B-4A2”

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.

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 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 stakeholders 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.


16 28 29

Annexure – 1 Annexure – 2

FORM AOC-1 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016[PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ WITH RULE 5 OF

COMPANIES (ACCOUNTS) RULES, 2014]

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES

[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 AND RULE 9 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, READ WITH THE GUIDANCE NOTE ON SECRETARIAL AUDIT (RELEASE – 1.2) OF THE INSTITUTE OF COMPANY

SECRETARIES OF INDIA]

To,

The Members,

Pincon Spirit Limited7, Red Cross Place

“Wellesley House” 3rd Floor,

Kolkata – 700 001

Part “A”: Subsidiaries(Information in respect of each subsidiary to be presented with amounts in Lacs)

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

This part is not applicable to the company as there is no associate or Joint Venture Company


Sd/-

Monoranjan Roy

Place: Kolkata, Chairman & Managing Director

Date: 28.04.2016 (DIN: 02275811)

Sl. No 1 2 3

Name of the Subsidiary Paul Distributors

Private Limited

Priya Laboratories

Private Limited

Yours Laboratories

Private Limited

Financial Year Ended 31.03.2016 31.03.2016 31.03.2016

Currency INR INR INR

Share Capital 100.00 243.78 16.00

Reserves & Surplus 1,208.04 (137.83) 40.26

Total Assets 1,913.40 233.74 141.05

Total Liabilities 605.35 127.79 84.78

Investments - - -

Turnover 3543.13 323.60 322.71

Profit Before Taxation 77.31 64.50 38.08

Provision For Taxation 23.89 50.39 11.77

Profit After Taxation 53.42 14.10 26.31

Proposed Dividend - - -

% of Shareholding 55.00% 62.50% 100.00%

We have conducted the Secretarial Audit of the compliance

of applicable statutory provisions and the adherence

to good corporate practices by Pincon Spirit Limited (CIN L67120WB1978PLC031561) (hereinafter called “the Company”).

Secretarial Audit was conducted in a manner that provided us a

reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing our opinion thereon.

Management’s Responsibility for Secretarial CompliancesThe Company’s Management is responsible for preparation and

maintenance of secretarial records and for devising systems to

ensure compliances with the provisions of applicable Laws and

Regulations.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the secretarial records,

standard and procedures followed by the Company with respect to

secretarial compliances.

We believe that, Audit evidence and information obtained from the

Company’s Management is adequate and appropriate to provide a

basis for our opinion.

Based on our verification of the Company’s books, papers, minute

books, forms and returns filed and other records maintained by

Pincon Spirit Limited and also the information provided by the

Company, its officers, agents and authorized representatives during

the conduct of Secretarial Audit, we hereby report that in our

opinion, the Company has, during the Audit Period from 1st April,

2015 to 31st March, 2016 (“the Reporting Period”) complied with the

statutory provisions listed hereunder and also that, the Company

has proper Board-processes and compliance-mechanism in place

to the extent, in the manner and subject to the reporting made

hereinafter:

We have examined the books, papers, minute books, forms and

returns filed and other records maintained by the Company for the

period from 1st April, 2015 to 31st March, 2016 according to the

provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made

thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the

Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws

framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and

Regulations made thereunder to the extent of Foreign Direct

Investment (Not applicable to the Company during the Audit Period), Overseas Direct Investment and External Commercial

Borrowings (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the

Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009;


16 30 31

d) The Securities and Exchange Board of India (Employee Stock

Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999 and The Securities and Exchange Board

of India (Share Based Employee Benefits) Regulations, 2014

notified on October 28, 2014;

e) The Securities and Exchange Board of India (Issue and Listing

of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period);

f ) The Securities and Exchange Board of India (Registrars to an

Issue and Share Transfer Agents) Regulations, 1993 regarding

the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity

Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period);

h) The Securities and Exchange Board of India (Buyback of

Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period); and

i) The SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015,

We, based on the representation made by the Company and its

officers for systems and mechanism framed by the Company for

compliances under other applicable Acts, Laws and Regulations to

the Company, further report that, the Company has complied

with the following laws applicable specifically to the Company:

We are of the opinion that the management has complied with the

following laws specifically applicable to the Company:

1. The Trade Marks Act, 1999;

2. Food Safety and Standards Act, 2006;

3. West Bengal Excise Act, 1949.

We have also examined compliance with the applicable clauses of

the following:

i. Secretarial Standards issued by The Institute of Company

Secretaries of India.

ii. The Listing Agreements entered into by the Company with

Stock Exchanges.

During the period under review the Company has complied with

the provisions of the Act, Rules, Regulations, Guidelines, Standards,

etc. mentioned above.

We further report thatThe Board of Directors of the Company is duly constituted with

proper balance of Executive Directors, Non-Executive Directors

and Independent Directors. The changes in the composition of the

Board of Directors that took place during the period under review

were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the

Board Meetings, agenda and detailed notes on agenda were sent

adequately in advance, and a system exists for seeking and obtaining

further information and clarifications on the agenda items before

the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’

views are captured and recorded as part of the minutes.

We further report that there are adequate systems and

processes in the Company commensurate with the size and

operations of the Company to monitor and ensure compliance

with applicable laws, Rules, Regulations and Guidelines.

We further report that during the Audit Period:The Company has passed following special resolutions which are

having major bearing on the Company’s affairs in pursuance of

the above referred Laws, Rules, Regulations, Guidelines, Standards,

etc.:

i. Issue of Secured, Rated, Listed, Non-Convertible, Cumulative,

Redeemable, Taxable Debentures;

ii. Increase in borrowing limits under Section 180(1) (c) of the

Companies Act, 2013;

iii. Sell, lease or dispose off whole or substantially the whole of

the undertaking under Section 180(1) (a) of the Companies Act,

2013;

iv. Increase of Authorised Capital of the Company;

v. Change Clause V of the Memorandum of Association of the

Company;

vi. Acceptance of Deposits from Members and Public;

vii. Issuance of Bonus Shares by capitalization of Reserves /

Securities Premium Account;

viii. Changes in Articles of Association of the Company;

ix. Approval of Material Related Party Transactions;

x. Preferential Issue of Equity Shares; and

xi. Preferential Issue of Equity Share Warrants.

DisclosureThis Report is to be read with our letter of even date which is

annexed as Annexure A and forms an integral part of this Report.

For Arpan Sengupta and Associates

Sd/-

CS Arpan Sengupta

Proprietor

Place: Kolkata, Membership No.: ACS 37706

Date: 28.04.2016 C.P. No.: 14416

Annexure – A

Annexure to the Secretarial Audit Report of M/s. Pincon Spirit Limited for the Financial Year ended 31st March, 2016

To,

The Members,

Pincon Spirit Limited7, Red Cross Place

“Wellesley House” 3rd Floor,

Kolkata – 700 001

Our Secretarial Audit Report for the Financial Year ended 31st March,

2016 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the

management of the Company. Our responsibility is to express

an opinion on existence of adequate board process and

compliance management system, commensurate to the size

of the company, based on these secretarial records as shown

to us during the said audit and also based on the information

furnished to us by the officers and agents of the Company

during the said audit.

2. We have followed the audit practices and processes as were

appropriate, to the best of our understanding, to obtain

reasonable assurance about the correctness of the contents of

the secretarial records. The verification was done on test basis

to ensure that correct facts are reflected in secretarial records.

We believe that the processes and practices, we followed,

provide a reasonable basis for our opinion.

3. We have not verified the correctness, appropriateness and bases

of financial records, books of accounts and decisions taken by

the board and by various committees of the Company during

the period under review. We have checked the board process

and compliance management system to understand and to

form an opinion as to whether there is an adequate system

of seeking approval of respective committees of the board, of

the members of the Company and of other authorities as per

the provisions of various statutes as referred in the aforesaid

Secretarial Audit Report.

4. Where ever required, we have obtained the management

representation about the compliance of laws, rules and

regulations and happening of events etc.

5. The compliance of the provisions of corporate and other

applicable laws, rules, regulations, standards is the responsibility

of management. Our examination was limited to the verification

of compliance procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to

the future viability of the Company nor of the efficiency or

effectiveness or accuracy with which the management has

conducted the affairs of the Company.

For Arpan Sengupta and Associates

Sd/-

CS Arpan Sengupta

Proprietor

Place: Kolkata, Membership No.: ACS 37706

Date: 28.04.2016 C.P. No.: 14416


16 32 33

Annexure – 3

PARTICULARS OF EMPLOYEES[STATEMENT OF DISCLOSURE OF REMUNERATION PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]

I. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year

2015-2016 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company

Secretary or Manager, if any, in the Financial Year 2015-16:

II. The percentage increase in the median remuneration of employees in the Financial Year: The median remuneration of employees

in the Financial Year 2015-16 has increased by 14.33% as compared to the previous year.

III. The number of permanent employees on the rolls of Company:

As on March 31, 2016, 104 permanent employees were on the rolls of the Company.

IV. The explanation on the relationship between average increase in remuneration and Company’s performance:

Average increase in the remuneration of employees during the Financial Year 2015-16 was 14.33 %. In view of the robust growth

performance of the Company during the year, increased increments are justified as given to employees.

V. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

The comparison of remuneration of the Key Managerial Personnel against the performance of the Company for the Financial Year 2015-

16 is as follows:

VI. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current Financial Year and

previous Financial Year and percentage increase or decrease in the market quotations of the shares of the Company in comparison

to the rate at which the Company came out with the last public offer in case of listed companies:

VII. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial

Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there

are any exceptional circumstances for increase in the managerial remuneration:

During the Financial Year 2015-16, average percentile increase already made in the salaries of employees other than the managerial

personnel was 14.21% which in view of the robust growth made by the Company during the Financial Year 2015-16, there was an increase

in the managerial remuneration under Section 197 of the Companies Act, 2013. The nominal increments were given to employees other

than the managerial personnel during the Financial Year 2015-16 to provide for increased cost of living/ inflation in accordance with the

Remuneration Policy of the Company.

VIII. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

The comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company for the Financial

Year 2015-16 are as follows:

Sl. No Name Designation Ratio of Remunera-

tion of each Director

to median remuner-

ation of Employee

Percentage Increase

in

Remuneration

1 Mr. Monoranjan Roy Chairman & Managing Director 12.06:1 -

2 Mr. Arup Thakur Executive Director & CFO 7.13:1 16.12%

3 Mr. Subrata Basu Executive Director 7.13:1 20.00%

4 Mr. JBS Negi Non-Executive Director - -

5 Ms. Mou Roy Non-Executive Director - -

6 Mr. Abhijit Datta Non-Executive Director - -

7 Mr. Aditya Karwa Company Secretary 1.64:1 0.00%

Aggregate remuneration of KMPs in FY 2015-16 (Hin Lacs) 70.08

Revenue (Hin Lacs) 94,605.88

Remuneration of KMPs (as % of revenue) 0.07

Earnings before interest, depreciation and amortization and tax [EBITDA] (Hin Lacs) 5,610.41

Remuneration of KMPs (as % of EBITDA) 1.25

Particulars 31st March, 2016 31st March, 2015 % Change

Closing Price (BSE) in H 121.50 54.78 121.82

Market Capitalization (HIn million) 243.52 109.79 121.82

Price earnings Ratio 10.29 3.50 193.94

Name of KMP Designation % of Revenue % of EBITDA

Mr. Monoranjan Roy Chairman & Managing Director 0.03% 0.53%

Mr. Arup Thakur Executive Director & CFO 0.02% 0.32%

Mr. Subrata Basu Executive Director 0.02% 0.32%

Mr. Aditya Karwa Company Secretary 0.004% 0.07%

Particulars 31st March, 2016 Last % Change

Market price (H) 121.50 10.00* 1115.00

*The Company come out with Initial Public Offer (IPO) in 1978 at H10/- per share.

IX. The key parameters for any variable component of remuneration availed by the Directors:

During the Financial Year 2015-16, no variable component of remuneration has been availed by the Directors of the Company.

X. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration

in excess of the highest paid Director during the year:

During the Financial Year 2015-16, no employee has received remuneration in excess of the highest paid Director of the Company.

XI. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid during the Financial Year 2015-16 is as per the Remuneration Policy of the Company.


Sd/-

Monoranjan Roy


Date: 28.04.2016 (DIN: 02275811)


16 34 35

Annexure – 4 Annexure – 5

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014

FORM NO. AOC -2PURSUANT TO CLAUSE (H) OF SUB-SECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2)

OF THE COMPANIES (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, ADAPTATION AND INNOVATION:

C FOREIGN EXCHANGE EARNINGS AND OUTGO:

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:

N.A

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

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: (H In Lacs)

April 1, 2015 to

March 31, 2016

April 1, 2014 to

March 31, 2015

(i) Foreign Exchange earned 9.97 N.A

(ii) Foreign Exchange used 13.72 N.A


Sd/-

Monoranjan Roy


Date: 28.04.2016 (DIN: 02275811)


Sd/-

Monoranjan Roy


Date: 28.04.2016 (DIN: 02275811)

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1)

of Section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

Sl. No Particulars Details

a) Name (s) of the related party & nature of relationship Nil

b) Nature of contracts/arrangements/transactions Nil

c) Duration of the contracts/arrangements/transactions Nil

d) Salient terms of the contracts or arrangements or transactions including the value, if any Nil

e) Justification for entering into such contracts or arrangements or transactions Nil

f ) Date of approval by the Board Nil

g) Amount paid as advances, if any Nil

h) Date on which the special resolution was passed in General Meeting as required under first proviso

to section 188

Nil

2. Details of contracts or arrangements or transactions at Arm’s length basis.

Sl. No Particulars Details Details

a) Name (s) of the related party & nature of relationship Priya Laboratories Pvt. Ltd.

(Subsidiary Company)

Yours Laboratories Pvt. Ltd.

(Subsidiary Company)

b) Nature of contracts/arrangements/transaction Conversion Charges Conversion Charges

c) Duration of the contracts/arrangements/transaction Nil Nil

d) Salient terms of the contracts or arrangements or transactions

including the value, if any

Nil Nil

e) Date of approval by the Board 22.04.2015 22.04.2015

f ) Amount paid as advances, if any Nil Nil


16 36 37

Annexure – 6

FORM NO. MGT-9EXTRACT OF ANNUAL RETURN

As on the Financial Year ended on March 31, 2016[PURSUANT TO SECTION 92(3) OF THE COMPANIES ACT, 2013 AND RULE 12(1) OF THE COMPANIES

(MANAGEMENT AND ADMINISTRATION) RULES, 2014]

I. REGISTRATION AND OTHER DETAILS

i. CIN L67120WB1978PLC031561

ii. Registration Date 29-06-1978

iii. Name of the Company PINCON SPIRIT LIMITED

iv. Category/ Sub-Category of the Company Public Company Limited by Shares /Indian Non-Government Companies

v. Address of the Registered office and Contact details 7, Red Cross Place,“Wellesley House” 3rd Floor, Kolkata – 700 001Phone No. 033 – 2231-9135. Fax No. 033 – 4008-0690E-mail: [email protected] Website: www.pinconspirit.in

vi. Whether Listed Company Yes

vii. Name, Address and Contact details of Registrar and Transfer Agent, If any

S. K. INFOSOLUTIONS PVT. LTD34/1A Sudhir Chatterjee Street, Kolkata- 700 006 Phones : 033-2219-4815 & 033-2219-6797Fax : 033-2219-4815Email : [email protected], [email protected], URL : www.skcinfo.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sl. No Name and Description of Main Products/ Services NIC Code of theProduct/Service

% to total Turnoverof the Company

1. Wholesale of intoxicants like wines and liquors 46308 30.37

2. Refining & Packaging of Edible Oils (FMCG) 10401, 10402 29.70

3. Blending & Bottling of Indian Made Foreign Liquor 11011 26.95

4. Blending & Bottling of Indian Made Indian Liquor 11012 12.97

III. PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No Name and Address of the Company

CIN/GLN Holding/ Subsidiary Associate

% of Shares held

Application Section

1 Priya Laboratories Pvt. Ltd.“Wellesley House”7, Red Cross Place, 3rd FloorKolkata – 700 001

U24246WB2003PTC097219 Subsidiary 62.50% 2(87)

2 Yours Laboratories Pvt. Ltd.28T, Ramakrishna Samadhi RoadKolkata – 700 054


3 Paul Distributors Pvt. Ltd.247/C Raipur Road,Bagha Jatin Street,Kolkata-700092


IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as Percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year[As on 1-April-2015]

No. of Shares held at the end of the year [As on 31-March-2016]

% Change during the

yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters’1. Indiana) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f ) Any other - - - - - - - - -

Sub-Total (A) (1) - - - - - - - - -

2. Foreigna) NRIs - Individuals - - - - - - - - -

b) Others - Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any other - - - - - - - - -

Sub-Total (A) (2) - - - - - - - - -

Total Shareholding of Promoters (A)=(A)(1)+(A)(2)

- - - - - - - - -

B. Public Shareholding1. Institutionsa)Mutual Funds - - - - - - - - -

b) Venture Capital Funds - - - - - - - - -

c) Alternate Investment Funds - - - - - - - - -

d) Foreign Venture Capital Investors - - - - - - - - -

e) Foreign Portfolio Investors - - - - 174,239 - 174,239 0.83 0.83

f )Financial Institutions/ Banks - - - - - - - - -

g) Insurance Companies - - - - - - - - -

h) Provident Funds/ Pension Funds - - - - - - - - -

i) Any Other (specify) - - - - - - - - -

Sub-total (B)(1):- - - - - 174,239 - 174,239 0.83 0.832. Non-Institutionsa) Bodies Corp.

i) Indian 1,991,366 2,753,600 4,744,966 47.35 2,805,739 4325500 7,131,239 33.89 (13.46)

ii) Overseas - - - -

b) Individuals - - - -

i) Individual shareholders holding nominal share capital upto H2 lakh

597,006 141,000 738,006 7.36 4,743,081 225,813 4,968,894 23.61 16.25

ii) Individual shareholders holding nominal share capital in excess of H2 lakh

883,806 372,500 1,498,853 14.96 705,106 551,200 1,256,306 5.97 (8.99)

c) Others (specify): Director2 2,993,393 - 2,993,393 29.87 5,986,786 1,000,000 6,986,786 33.20 3.33

i) Non Resident Indians 37.00 - 37 0.00 195,494 195,494 0.93 0.93

ii) Overseas Corporate Bodies - - - - - - - - -

iii) Foreign Nationals - - - - - - - - -

iv) Clearing Members 46,245 - 46,245 0.46 330,042 - 330,042 1.57 1.11

v) Trusts - - - - - - - - -

vi) Foreign Bodies - D R - - - - - - - - -

Sub-total (B)(2):- 6,754,400 3,267,100 10,021,500 100.00 14,766,248 6,102,513 20,868,761 99.17 (0.83)Total Public Shareholding (B)=(B)(1)+ (B)(2)

6,754,400 3,267,100 10,021,500 100.00 14,940,487 6,102,513 21,043,000 100.00 (0.00)

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)1 6,754,400 3,267,100 10,021,500 100.00 14,940,487 6,102,513 21,043,000 100.00 (0.00)

Note: 1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:12. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy allotted made on 30.03.2016.


16 38 39

ii) Shareholding of Promoters

Sr. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding

during the year

No. of Shares % of total Shares of the

Company

%of Shares Pledged /

encumbered to total shares

No. of Shares % of total Shares of the

Company

%of Shares Pledged /

encumbered to total shares

- - - - - - -

iii) Change in Promoters’ Shareholding (Please specify, if there is no change)

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the

company

No. of Shares % of total shares of the

company at the end of year

At the beginning of the year - - - -

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.)

N.A.

At the end of the year - - - -

iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sl. No. For Each of the Top Shareholders

Shareholding at the beginning of the year i.e. on April 01, 2015

Cumulative Shareholding at the end of the year i.e. on March 31, 2016

No. of shares % of total Shares

of the Company

No. of shares % of total Shares

of the Company

1 Jaibishwambhar Traders Private Limited # - - 1,000,000 4.75

2 Omshaktidev Realestate Private Limited # - - 900,000 4.28

3 Shivmani Projects Private Limited # - - 900,000 4.28

4 Youthvision Commodities Private Limited # - - 777,890 3.70

5 Coinage Tradecomm Private Ltd # - - 760,000 3.61

6 Ajay Tiwari $ 122,700 1.22 245,400 1.17

7 Rajasthan Global Securities Private Limited # - 204,416 0.97

8 Kemnay Investment Fund Ltd # - - 174,239 0.83

9 VLS Finance Ltd # - - 166,200 0.79

10 JIT Software Solution (P) Ltd. $ 75,000 0.75 150,000 0.71

11 Hari Singh @ 199,790 1.99 88,000 0.42

12 Anushri Textiles Pvt Ltd @ 1,090,998 10.89 34,920 0.17

13 Gomti Commercial Pvt Ltd @ 230,000 2.30 30,000 0.14

14 Anima Credit & Investments Pvt Ltd* 500,000 4.99 - -

15 Accent Commerce Pvt Ltd* 450,000 4.49 - -

16 Cuckoo Merchandise Pvt Ltd* 450,000 4.49 - -

17 Graceful Advisory Services Pvt Ltd* 380,000 3.79 - -

18 Profitus Commodities Pvt Ltd* 190,000 1.90 - -

19 Dipankar Basu* 190,000 1.90 - -

20 Bam Basuki & Investments Pvt Ltd* 168,100 1.68 - -

Note: # New members purchased during the year*Sold out fully by the members during the members$ Change in no of share due to allotment of bonus share @ Change in their holding positions due to sale by those shareholders.

v) Shareholding of Directors and Key Managerial Personnel Sl. No For Each of the Top

ShareholdersShareholding at the

beginning of the year i.e. on April 01, 2015

Increase/Decrease in shareholding during the year Cumulative Shareholding at the end of the year i.e. on March 31, 2016

No. of Shares

% of total Shares of the

Company

01/04/2015 to30/06/2015

01/07/2015 to

30/09/2015

01/10/2015 to

31/12/2015

01/01/2016 to

31/03/2016

No. of Shares

% of total Shares of the

Company

1. Monoranjan Roy (Chairman & Managing Director)

2993393 29.87 - - 29933931 10000002 6986786 33.20

Note: 1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:12. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy allotment made on 30.03.2016.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment Hin Lacs

PARTICULARS Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the Financial Year

i) Principal Amount 920,788,668.00 600,000,000.00 - 1,520,788,668.00

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 920,788,668.00 600,000,000.00 - 1,520,788,668.00

Change in Indebtedness during the Financial Year 920,788,668.00 600,000,000.00 - 1,520,788,668.00

* Net Change

Indebtedness at the end of the Financial Year 998,917,544.00 17,500,000.00 - 1,016,417,544.00

i) Principal Amount

ii) Interest due but not paid 1,919,706,212.00 617,500,000.00 - 2,537,206,212.00

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 1,919,706,212.00 617,500,000.00 - 2,537,206,212.00

Note: 1. Conversion of Unsecured Loan of Mr. Monoranjan Roy into Equity Shares on preferential basis as approved by the Shareholders on 22.03.2016 in the EGM

& allotment of same on 30.03.2016


16 40 41

Hin LacsSl. No. Particulars of Remuneration Name of Directors Total Amount

Kunal Saxena1 Abhijit Datta2 JBS Negi Mou Roy 1 Independent Directors

Fee for attending board & committee meetings 280,000.00 20,000.00 140,000.00 320,000.00 760,000.00

Commission - - - - -

Others, please specify - - - - -

Total (1) 280,000.00 20,000.00 140,000.00 320,000.00 760,000.002 Other Non-Executive Directors - - - - -

Fee for attending board committee meetings - - - - -

Commission - - - - -

Others, please specify - - - - -

Total (2) - - - - -Total (B)=(1+2) 280,000.00 20,000.00 140,000.00 320,000.00 760,000.00Total Managerial Remuneration (A+B) 7,360,000.00

Overall Ceiling as per the Act H0.249 Crore (being 10% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013).

Note: 1. Mr. Kunal Saxena, Resigned on 09.02.20162. Mr. Abhijit Datta, Appointed on 09.02.2016

B. Remuneration to Other Directors and/or Managers

Hin Lacs

Sl. No. Particulars of Remuneration Key Managerial Personnel

CS Aditya Karwa Total

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 408,000.00 408,000.00

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - -

2 Stock Option - -

3 Sweat Equity - -

3 Commission - -

- as % of profit - -

others, specify… - -

5 Others, please specify - -

Total 408,000.00 408,000.00

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF THE OFFENCES

Type Section of theCompanies Act

BriefDescription

Details of Penalty/ Punishment/Compounding

fees imposed

Authority[RD / NCLT/ COURT]

Appeal made,if any (give Details)

A. COMPANY

There were no penalties/punishment/compounding of offences for breach of any section of the Companies Act against the Company or its Directors or other

Officers in Default during the Financial Year 2015-16.

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD


Sd/-

Monoranjan Roy


Date: 28.04.2016 (DIN: 02275811)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager H in Lacs

Sl. No.

Particulars of Remuneration Name of MD/WTD/ Manager

Total AmountMonoranjan RoyChairman & Managing

Director

Arup ThakurExecutive Director

& CFO

Subrata BasuExecutiveDirector

Gross salary

1

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

3,000,000.00 1,800,000.00 1,800,000.00 6,600,000.00

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil Nil

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Nil Nil Nil Nil

2 Stock Option Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil

4

Commission

- as % of profit Nil Nil Nil Nil

- others, specify…

5 Others, please specify Nil Nil Nil Nil

Total (A) 3,000,000.00 1,800,000.00 1,800,000.00 6,600,000.00

Ceiling as per the Act H2.49 Crore (being 10% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013)


16 42 43

Annexure – 7

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

A. Corporate Social Responsibility InitiativesAs part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has Constituted Corporate Social Responsibility Committee

in line with Section 135 of the Companies Act, 2013 read with Schedule VII. For the year 2015-16 CSR would be implemented in association

with Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant donations to poor and

the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to establish, run, support and grant

aid or other financial assistance to schools, libraries laboratories, research and other institutions of the like nature in India. CSR Policy – As per

recommendation of CSR Committee Board has approved CSR Policy at the Board Meeting held on 17th October, 2015. The constitution and

composition of the said Policy can be viewed from Company website.

During the Financial year ended 31st March, 2016, 2 Meetings were held on 31st October, 2015 & 21st January, 2016.

1 2 3 4 5 6 7 8

Sl No CSR project or activity identified

Sector in which the project is covered

Projects or programmes

1. Local area or other

2. State of project

Amount outlay (budget project or programme wise)

Amount spent in each project or

programmeDirect expenditure

Overhead

Cumulative expenditure upto the report period

AmountSpent:

Direct or through implementation

agencies

1. Education, Medical treatments and any Other charitable purpose

• Eradication of Extreme poverty and hunger (Clause (i) of

Schedule VII)

• Eradication of Malnutrition (Clause

(i) of Schedule VII)• Sanitation and

making available safe drinking

water (Clause (i) of Schedule VII)

Local Project at Kolkata,

24 - Parganas (N & S)(West Bengal)

H33.66 Lacs H20.00 Lacs H20.00 Lacs Through Implementing Agency Belaria

Humanity Welfare Society

Total H33.66 Lacs H20.00 Lacs H20.00 Lacs

* Implementation Agency is Belaria Humanity Welfare Society.

B. Composition, Name of Members and Chairperson The composition and attendance of Members at the Meetings of the Nomination & Remuneration committee held during 2015-16 are as

follows:

C. Average net profit of the Company for last Three Financial Years: Average net profit: H1682.92 Lacs

D. Prescribed CSR Expenditure (Two percent of the amount as in item C above) The Company is required to spend H33.66 Lacs.

E. Details of CSR spend for the Financial Year 2015-16: a) Total amount spend for the Financial Year: H20.00 Lacs.

b) Amount unspent, if any: H13.66 lac.

c) Manner in which the amount spends during the Financial Year 2015-16 is detailed below:

F. Reason for failure to spend Budgeted Amount The shortfall in the budgeted CSR expenditure during the Financial Year 2015-16 relates to certain CSR projects of ongoing nature

undertaken by the Company spanning over multiple years and the same is being spent by the Company across the life of these projects.

G. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with the CSR objectives and Policy of the Company:

The CSR Committee confirms that the implementation and monitoring of the CSR Policy of the Company is in compliance with the CSR

objectives and CSR Policy of the Company.

Sd/- Sd/-

Place: Kolkata JBS Negi Monoranjan Roy

Date: 28.04.2016 Chairperson – CSR Committee Chairman & Managing Director

Name of the Directors Category No. of Meetings Held

Held Attended

Mr. Kunal Saxena1 Chairman (Resigned on 09.02.2016) 2 2

Mr. JBS Negi Chairman (Appointed on 09.02.2016 ) 2 2

Mr. Subrata Basu Member 2 2

Ms. Mou Roy Member (Inducted in the Committee on 09.02.2016) 0 0

Note: 1. Mr. Kunal Saxena, Resigned on 09.02.2016


16 44 45

Report on Corporate Governance

The Directors present the Company’s Report on Corporate Governance.

I. MANDATORY REQUIREMENTS

Name of the Directors Designation Category Directorship held in other companies #

Mr. Monoranjan Roy Chairman & Managing Director Executive Director 10

Mr. Arup Thakur Executive Director Executive Director & CFO 8

Mr. Subrata Basu Executive Director Executive Director 4

Mr. JBS Negi Non-Executive Director Independent Director 2

Mr. Kunal Saxena1 Non-Executive Director Independent Director -

Ms. Mou Roy Non-Executive Director Independent Women Director 3

Mr. Abhijit Datta2 Non-Executive Director Independent Director 6

Date Board Strength No. of Directors Present

22nd April 2015 6 5

21st May 2015 6 6

11th June 2015 6 6

16th June 2015 6 3

08th July 2015 6 5

06th August 2015 6 6

26th August 2015 6 5

19th September 2015 6 5

29th September 2015 6 5

12th October 2015 6 5

28th October 2015 6 5

31st October 2015 6 6

16th November 2015 6 3

15th December 2015 6 5

21st January 2016 6 6

09th February 2016 6 6

25th February 2016 6 6

30th March 2016 6 4

Name of the Directors Number of Board Meetings Attendance at AGM

Held on December 26, 2015Held Attended

Mr. Monoranjan Roy 18 18 Yes

Mr. Arup Thakur 18 18 Yes

Mr. Subrata Basu 18 18 Yes

Mr. Kunal Saxena1 16 14 No

Mr. JBS Negi 18 7 No

Ms. Mou Roy 18 16 Yes

Mr. Abhijit Datta2 3 1 No

1. COMPANY ‘S PHILOSOPHY ON CORPORATE GOVERNANCE PINCON SPIRIT LIMITED (“PSL”/ “the Company”/“Company”) is committed to implement sound Corporate Governance practices to ensure

transparency in its operations and maximize Stakeholders’ value. The Company’s core philosophy on the code of Corporate Governance

is to abide by the following practices:

Board accountability to the Company and Shareholders

Strategic guidance and effective monitoring by the Board

Protection of minority interests and rights

Equitable treatment of all Shareholders

2. BOARD OF DIRECTORS The Board of Directors along with its Committees provides leadership and guidance to the Company’s Management and supervises

the Company’s performance. As at March 31, 2016 the Board of Directors (“Board”) comprises of 6 (Six) Directors out of which 3 (Three)

Directors are Non-Executive Directors.

The Composition of the Board of Directors is in conformity with Regulation 17 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

The Composition and Category of the Board of Directors is as follows:

Board Meeting:

During the year ended March 31, 2016, 18 (Eighteen) Board Meetings held as against the minimum requirement of four meeting. The

maximum time gap between any of the two consecutive meeting did not exceed four months.

The details of Board Meetings are given below:

Attendance of Directors at the meetings:

The details of the attendance of the Directors at the Board Meetings held during the year ended March 31, 2016 and at the last Annual

General Meeting (AGM) are given below:


2. Mr. Abhijit Datta, Appointed on 09.02.2016

# Including Private Limited



None of the Directors hold Directorship in more than 15 Companies.


16 46 47

PROFILE OF BOARD OF DIRECTORS

Brief resume of the Directors, nature of their expertise in specific

functional areas and name of Companies in which they hold

directorship and membership of the committees of the Board are

furnished hereunder:

MR. MONORANJAN ROY

Mr. Monoranjan Roy (DIN. 02275811) is Masters in Economics &

Masters in Business Management. Mr. Monoranjan Roy aged about

41 years is a successful industrialist having business experience of

over 18 years. He started his business career at a very tender age. By

virtue of his extreme hard work and honest endeavour for achieving

business goals, he has been able to create a commendable position

in the business circle. Mr. Roy is having all the traits of being an

entrepreneur of big magnitude. He is having the requisite aptitude

for adapting himself in various types of business activities with the

ultimate result being a “successful business venture”. The Group

headed by Mr. Roy, is a multi crores business conglomerate, having

business forays in to Indian Made Foreign Liquor, FMCG, Real Estates

& Civil Infrastructure.

Apart from being honoured by the “Excellence Award” as the

Entrepreneur of the year 2011 by “Institute of Economic Studies”,

he has recently been winner under “Outstanding Entrepreneur

Category”, conferred by 6th Annual Asia Pacific Entrepreneurship

Awards (APEA) India 2015, Asia’s one of the most prestigious awards.

MR. ARUP THAKUR

Mr. Arup Thakur, (DIN. 03476120) aged about 52 years, is a Chartered

Accountant by profession, with experience of more than 23 years

in Accounts, Audit, Finance, Investments. During the course of his

professional career, he gained vast exposure in the field of Bank

Audit, Audit of Govt. Undertakings and other sundry audit. He has

also acquired an in depth exposure in Project Feasibility Study and

Project Appraisal. His diversified experience in finance, accounts,

audit and investment management shall help the Company in

maintaining the business activity within laid down prudential norms.

He is entrusted with the responsibility of taking overall finance and

investment decisions of the company.

MR. SUBRATA BASU

Mr. Subrata Basu (DIN. 06758717) aged about 48 years, Post Graduate

in Commerce from University of Calcutta has almost two decades

of banking experience at senior level in a reputed public sector

& private sector bank with experience in processing large value

proposals, corporate finance proposals, supervising & monitoring

credit administration activities for east, north-east & central zone.

He also served as VP-Corporate Business Development with reputed

Financial Insitution. His diversified experience in Banking & Finance,

provide immense insight in managing business financial structure

within laid down prudential norms

MR. JAG BAHADHUR SINGH NEGI (INDEPENDENT DIRECTOR)

Mr. Negi is a retired IPS officer. His presence in the Board and his

advice has enabled the Company in expanding business at a fast

pace.

MS. MOU ROY (INDEPENDENT DIRECTOR)

Ms. Mou Roy is Practicing Advocate in Calcutta High Court. During

the course of her profession, she gained vast exposure and

knowledge in the field of criminal and civil law, which helped the

Company in various compliance related aspects.

MR. ABHIJIT DATTA (INDEPENDENT DIRECTOR)

Mr. Abhijit Dutta is the retired Deputy Managing Director of State

Bank of India. He is a Masters in Economics from the Presidency

College, Kolkata. During his long service career with the Bank as the

Mid Corporate Head, he worked in various specialized segments viz.

Credit Compliance, Resolving Stressed Assets, Fund Management,

Interacting with International Banks / Agencies / Regulatory

Authorities like Federal Reserve Bank, Federal Deposit Insurance

Corporation. Apart from having worked in very senior position in

overseas posting, in India he also headed segments like Capital

Markets, Structured Finance, Treasury, etc.

After retirement from SBI, he had been appointed as Chairman of

Asset Reconstruction Company (India) Limited (ARCIL) and the term

ended in 2012 with the largest Asset Recovery reconstruction in the

Country.

3. BOARD COMMITTEES: The Company currently has the following committees of the Board:

A. AUDIT COMMITTEE

B. STAKEHOLDERS RELATIONSHIP COMMITTEE

C. NOMINATION AND REMUNERATION COMMITTEE

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

E. RISK MANAGEMENT COMMITTEE

F. GENERAL COMMITTEE OF DIRECTORS

A. AUDIT COMMITTEE

Terms of Reference and Composition, Names of Members and Chairman

The powers of the Audit Committee are as mentioned in Regulation 18 of The Securities and Exchange Board of India (Listing Obligation

& Disclosure Requirements) Regulations, 2015. The terms of reference of this Committee are wide enough covering the matters specified

for Audit Committee under The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015.

The Committee acts as a link between the Management, the Statutory and the Internal Auditors on one side and the Board of Directors

of the Company on the other side and oversees the financial reporting process.

The Internal Auditors are permanent invitees of the Audit Committee. The Statutory Auditors are also invited to attend the meetings.

During the Financial year ended 31st March, 2016, 4 Meetings were held on 21st May, 2015, 06th August, 2015, 31st October, 2015 & 21st

January 2016.

Composition, Name of Member and Chairperson The composition and attendance of Members at the Meetings of the Audit Committee held during 2015-16 are as follows:

B. STAKEHOLDERS RELATIONSHIP COMMITTEE The powers of the Stakeholders Relationship Committee are as mentioned in are as mentioned in Regulation 27(1) & (2) of The Securities

and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015. The terms of reference of this Committee are wide enough covering the matters specified for Stakeholders Relationship Committee under the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015. The Committee oversees the transfer of shares lodged for transfer, transmission, dematerialization/rematerialization, split and stock option allotments and complaints received from shareholders and other statutory bodies. The Company’s Registrars and Share Transfer Agents, have adequate infrastructure to process the above mentioned activities.

Number of Shareholders complaints pending so far.

During the year ended March 31, 2016, no complaints were pending for Redressal either at the beginning or at the end of the year

During the Financial year ended 31st March, 2016, 4 Meetings were held on 21st May, 2015, 06th August, 2015, 31st October, 2015 & 21st January 2016.

Composition, Name of Member and Chairperson The composition and attendance of Members at the Meetings of the Stakeholders Relationship Committee held during 2015-16 are as

follows:


Held Attended


Mr. JBS Negi Chairman (Appointed on 09.02.2016) 4 4




Held Attended








16 48 49

C. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board recommends to the Board, from time to time, compensation package for

Whole-Time Members of the Board.

During the Financial year ended 31st March, 2016, 1 Meeting were held on 21st May, 2015.

Composition, Name of Member and Chairperson

The composition and attendance of Members at the Meetings of the Nomination & Remuneration committee held during 2015-16 are

as follows:

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility Initiatives

As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has Constituted Corporate Social Responsibility

Committee in line with Section 135 of the Companies Act, 2013 read with Schedule VII. For the year 2015-16 CSR was implemented

in association with Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant

donations to poor and the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to

establish, run, support and grant aid or other financial assistance to schools, libraries, laboratories, research and other institutions of the

like nature in India. CSR Policy – As per recommendation of CSR Committee Board has approved CSR Policy at the Board Meeting held

on 17th October, 2015. The constitution and composition of the said Policy can be viewed from Company website.

During the Financial year ended 31st March, 2016, 2 Meetings were held on 31st October, 2015 & 21st January, 2016.

Composition, Name of Member and Chairperson

The composition and attendance of Members at the Meetings of the Nomination & Remuneration committee held during 2015-16 are

as follows:

Remuneration to Executive Director

The details of remuneration paid to the Executive Directors of the Company for attending the Board and Committee Meetings for the year

2015-16 are as follows:

Remuneration to Non-Executive Directors

Non-Executive Directors are being paid sitting fee of H20,000.00 per meeting of the Board.

The details of remuneration paid to the Non-Executive Directors of the Company for attending the Board and Committee Meetings for the

year 2015-16 are as follows:

Name Salary Paid

Mr. Monoranjan Roy H3,000,000.00

Mr. Arup Thakur H1,800,000.00

Mr. Subrata Basu H1,800,000.00

Total H6,600,000.00

Name Sitting Fees Paid

Mr. JBS Negi H140,000.00

Mr. Kunal Saxena1 H280,000.00

Ms. Mou Roy H320,000.00

Mr. Abhijit Datta2 H20,000.00

Total H760,000.00

Note:

1. Mr. Kunal Saxena, Resigned on 09.02.2016


Nomination, Remuneration and Evaluation Policy of the Company which lays down criteria for: I. Determining qualifications, positive attributes required for appointment of Directors, KeyII. Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;III. Appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management;IV. Determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; andV. Evaluation of the performance of the Board and its constituents.

The detail content of Nomination, Remuneration and Evaluation Policy is published on the website.

E. RISK MANAGEMENT COMMITTEE

In line with the provisions of the Companies Act, 2013

and The Securities and Exchange Board of India (Listing

Obligation & Disclosure Requirements) Regulations, 2015, the

Company has adopted a Risk Management Policy to identify

and evaluate elements of business risks. The Policy defines

the risk management approach, establishes various levels

of accountability for risk Management / mitigation within

the Company and reviewing, documentation and reporting

mechanism for such risks.

The Risk Management Committee has been entrusted with

the responsibilities of developing risk mitigation plans,

implementing risk reduction/mitigation strategies and

reviewing the effectiveness of the Risk Management Policy.

The key business risks, which in the opinion of the Board of

Directors may threaten the existence of the Company, along

with mitigation strategies adopted by the Company are

enumerated herein below:

I. Regulatory Risk The IMFL & IMIL industry is a high-risk industry, primarily on

account of high taxes and innumerable regulations governing

it. As a result, liquor companies suffer from low pricing flexibility

and have underutilized capacities, which, in turn, may lead to

low margins. To mitigate this risk, the Company complies with

all the applicable rules and regulations in all the States where it

is present.

II. Strategic Risk The Company’s strategy and its execution is dependent on

uncertainties and untapped opportunities. To mitigate this risk,

the Company has adopted resilient policies which not only

allow the Company to maximize opportunities under normal

conditions but also ensure that acceptable results are achieved

under extra-ordinary adverse conditions.

III. Concentration Risk A large percentage of the Company’s turnover is derived from

Eastern India, where any unfavourable regulatory policy may

impact its business. The Company’s three business segments

are evenly distributed in the revenue pie contributing to the

revenue stream in the following manner IMFL segment 57%

IMIL segment 13% and FMCG segment 30%. To mitigate this risk,

the Company has extended its focus on other geographies viz.

Southern Region, etc. and product categories viz. Whisky, Vodka,

etc. The Company’s recent aquisition would significantly add to

the contribution from the segment.


Held Attended




Ms. Mou Roy Member (Inducted in the Committee on 09.02.2016) 0 0Name of the Directors Category No. of Meetings Held

Held Attended








16 50 51

F. GENERAL COMMITTEE OF DIRECTORS

In view of the difficulties in convening Board Meeting[s] with requisite quorum at short notice, for matters requiring immediate and

prompt action, on behalf of the Company, the Board constituted a Committee of Directors.

The powers to be delegated to the Committee of Directors consisting of Mr. Monoranjan Roy, Mr. Arup Thakur & Mr. Subrata Basu are

regulated by the Board of Directors from time to time. There were 2 occasions for the General Committee to meet during the year 2015-16

4. GENERAL BODY MEETINGS The details of date, location and time of the last 3 years Annual General Meetings held on as under:

5. DISCLOSURES: a) Related party transactions:

During the year ended March 31, 2016 there were

materially significant related party transactions for which

adequate disclosure is made in the Annual Accounts

regarding related party transactions.

b) Disclosure of Accounting Treatment:

The Company has followed the Accounting Standards

notified under Companies (Accounting Standards) Rules,

2006 in the preparation of its Financial Statements.

c) Code of Conduct

The Board has laid down a Code of Conduct covering the

ethical requirements to be complied with covering all the

Board members and Senior Management Personnel of the

Company. An affirmation of compliance with the code is

received from them on an annual basis.

d) CEO and CFO Certification

The Managing Director and the CFO have given a Certificate

to the Board as contemplated under Regulation 17(8) of

the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and is separately annexed.

e) Proceeds from public issues, rights issues, preferential

issues etc.

During the year ended March 31, 2016, company has

allotted 1000000 Equity Share of H10 per share at the

premium of H125/- per share on preferential basis to

Mr. Monoranjan Roy as approved by the Shareholders at

the EGM held on 22.03.2016 & allotment was done on

30.03.2016 towards the part conversion of unsecured loan.

6. MEANS OF COMMUNICATION a) Half-Yearly Report sent to each household of

shareholders : No

b) Quarterly results

The quarterly results of the Company are published

in accordance with the requirements of the listing

agreement, in widely circulated newspapers like Business

Standard, Anandabazar Patrika etc.

c) News releases, presentations etc.

Official Releases along with Quarterly Results are displayed

on the Company’s website: www.pinconspirit.in

Presentations were also made to the media, analysts.

Institutional investors, fund managers, among other form

time

During the year ended March 31, 2016 the Company has

made presentations to the investors/analysts. Which is

duly submit to the Stock exchanges.

d) Management Discussion and Analysis (MDA) Report

The report on MDA is annexed to the Directors’ Report and

forms part of this Annual Report.

Financial year Ended March, 31

Year Ended Date & Time Venue Special Resolution Passed

37th 31.03.2015 December 26, 2015 at 11.00 AM

The Peerless Inn

12, Jawaharlal Nehru Road, Kolkata – 700 013

Appointment of Ms. Mou Roy (DIN: 07144271) as an Independent Director upto March 30, 2020.

Re-appointment of Mr. Monoranjan Roy (DIN: 02275811) as Chairman and Managing Director upto August 09, 2020.

Changes in Articles of Association of the Company.

Approval of Material Related Party Transactions

36th 31.03.2014 September 29, 2014 11.00 AM

7, Red Cross Place,

“Wellesley House”

3rd Floor,

Kolkata – 700 001

Adoption of new Articles of Association of the Company

Borrowing Power Under Section 180(1)© and any other applicable provisions of the Companies Act, 2013

To create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company, Under Section 180(1)(a) and any other applicable provisions of the Companies Act, 2013.

35th 31.03.2013 June 04, 2013 11.00 AM

7, Red Cross Place,

“Wellesley House”

3rd Floor,

Kolkata – 700 001

No Special Resolution was passed in the meeting

Date & Time Venue Special Resolution Passed

25th July, 2015 at 11.00 A.M The Peerless Inn


Issue of Secured, Rated, Listed, Non-Convertible, Cumulative, Redeemable, Taxable Debentures.

Approval of borrowing limits of the Company

Creation of Charge on the assets of the Company

Increase of Authorised Capital of the Company

Change Clause V of the Memorandum of Association of the Company

Acceptance of Deposits from Members and Public

29th September, 2015 at 11.00 A.M The Peerless Inn


Issuance of Bonus Shares by Capitalizations of Reserves / Securities Premium Account

22nd March, 2016 at 11.30 A.M. The Peerless Inn


Preferential Issue of Equity Shares

Preferential Issue of Equity Share Warrants

Details of Extraordinary General Meetings held during the Financial Year 2015-16

7. GENERAL SHAREHOLDER INFORMATION1. Company Registration Details The Company is registered in the State of West Bengal, India. The Corporate Identification Number (CIN) allotted to the Company by the

Ministry of Corporate Affairs (MCA) is L67120WB1978PLC031561.

2. Annual General Meeting : 38th Annual General Meeting

: Monday, June 06, 2016 at 11.00 A.M

: The Peerless Inn

: 12, Jawaharlal Nehru Road, Kolkata, West Bengal 700013, India

3. Financial Year : April 1, to March 31.

4. Financial Calendar (tentative) Results for the quarter ending June 30, 2016 : July/August, 2016

September 30, 2016 : October/November, 2016

December 31, 2016 : January/February, 2017

March 31, 2017 : April/May, 2017

5. Date of Book Closure : May 31 to June 6, 2016 (Both days inclusive)

6. Dividend Payment Date : A Dividend payment of H0.75 i.e., 7.50% per Equity Share of H10.00 each will be

paid by 21th June 2016 subject to the approval of the members in the ensuing

Annual General Meeting.


16 52 53

7. Listing on Stock Exchanges : Company Equity Shares are listed at:

8. Listing Fees to Stock Exchanges

The Annual Listing fee for the year 2016-17 has been paid by the Company to all exchanges within stipulated time.

9. Payment of Depository Fee

Annual Custody/Issuer fee for the year 2016-17 will be paid by the Company to NSDL and CDSL on receipt of the invoices.

10. International Securities Identification Number (ISIN) of the Company

International Securities Identification Number (ISIN) of the Company’s shares in the dematerialised mode, as allotted by NSDL and CDSL

is INE675G01018

11. Scrip Code & Scrip Name

13. Stock Performance in comparison to BSE Sensex

(Based on closing prices of Pincon Spirit Limited and BSE Sensex)

14. Registrar & Share Transfer Agents: For Shares held in both Physical and Demat mode

S.K. INFOSOLUTIONS PVT. LTD

(CIN: U72300WB1999PTC090120)

34/1A Sudhir Chatterjee Street,

Kolkata- 700 006

Phones : 033-2219-4815 & 033-2219-6797

Fax : 033-2219-4815

Email : [email protected] , [email protected],

URL : www.skcinfo.com

15. Share Transfer System and Dematerialization of Shares The Physical share transfers are processed and the share certificates are returned to the shareholders within a maximum period of one

month from the date of receipt, subject to the documents being valid and complete in all respects.

Any transferee who wishes to Demat the shares may approach a Depository participant along with a duly filled Demat Request Form,

who shall, on the basis of the Share Certificate, generate a Demat request and send the same to the Registrar and Share transfer Agents

(RTA). On receipt, the Depository Registrar confirms the request.

All requests for Dematerialization of shares are processed and the confirmation is given to the respective Depositories, i.e., National

Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), within 21 days of receipt.

12. Stock Market Price Data

Sl. No. Name of the Stock Exchanges Address

1. The Calcutta Stock Exchange Limited (CSE) 7, Lyons Range, Kolkata 700 001

2. BSE Limited (BSE) Phiroze Jeejeebhoy Towers

Dalal Street

Mumbai- 400001

Sl. No. Name of the Stock Exchanges Script Name, Script Code

1. The Calcutta Stock Exchange Limited (CSE) Pincon Spirit Limited, 10029247

2. BSE Limited (BSE) Pincon, 538771

Month BSE Limited Calcutta Stock Exchange Limited#

High Price Low Price Volume High Price Low Price Volume

Apr-15 139.60 100.60 474448 - - -

May-15 136.00 103.00 2391737 - - -

Jun-15 122.00 92.20 2983799 - - -

Jul-15 114.70 95.00 2907712 - - -

Aug-15 239.00 111.00 5430022 - - -

Sep-15 184.00 125.90 1878778 - - -

Oct-15 181.80 76.00 2702020 - - -

Nov-15 108.00 87.95 4357769 - - -

Dec-15 122.70 97.80 3364620 - - -

Jan-16 159.00 111.00 7554632 - - -

Feb-16 135.90 100.00 1717992 - - -

Mar-16 133.00 109.80 3953644 - - -

# There were no transactions on Calcutta Stock Exchange Limited, during the said period.

Apr’ 15 Jul’ 15 Oct’ 15 Jan’ 16May 15 Aug’ 15 Nov’ 15 Feb’ 16Jun’ 15 Sep’ 15 Dec’ 15 Mar’ 16-50%

0%

50%

100%

150%

200%Apr 01, 2015 - Mar 31, 2016

SENSEX - 13.28% 538771 + 137.66%


16 54 55

Sl. No.

Category of Shareholders As on March 31, 2015 As on March 31, 2016 % Change during the

yearNo. of

ShareholdersNo. of

Shares held% of Total

SharesNo. of

ShareholdersNo. of

Shares held% of Total

Shares

A Promoter and Promoter Group

(1) Indian

(a) Individuals/Hindu undivided Family - - - - - - -

(b) Central Government/ State Government(s)

- - - - - - -

(c) Financial Institutions/ Banks - - - - - - -

(d) Any Other (specify) - - - - - - -

Sub-Total (A)(1)

(2) Foreign

(a) Individuals (NonResident Individuals/ Foreign Individuals)

- - - - - - -

(b) Government - - - - - - -

(c) Institutions - - - - - - -

(d) Foreign Portfolio Investor - - - - - - -

(e) Any Other (specify) - - - - - - -

Sub-Total (A)(2) - - - - - -

Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

Nil Nil Nil Nil Nil Nil Nil

B Public shareholder

(1) Institutions

(a) Mutual Funds - - - - - - -

(b) Venture Capital Funds - - - - - - -

(c) Alternate Investment Funds - - - - - - -

(d) Foreign Venture Capital Investors - - - - - - -

(e) Foreign Portfolio Investors - - - 1 174239 0.83 0.83

(f ) Financial Institutions/ Banks - - - - - - -

(g) Insurance Companies - - - - - - -

(h) Provident Funds/ Pension Funds - - - - - - -

(i) Any Other (specify) - - - - - - -

Sub-Total (B)(1) - - - 1 174239 0.83 0.83

( 3 ) Non-institutions

(a) Bodies Corporate 113 4744966 47.35 273 7131239 33.89 (13.46)

(b(i)) Individuals - i. Individual shareholders holding nominal share capital up to H2 lakhs.

716 738006 7.36 7328 4968894 23.61 16.25

(b(ii)) Individuals - ii. Individual shareholders holding nominal share capital in excess of H2 lakhs.

23 1498853 14.96 42 1256306 5.97 (8.99)

(c) Clearing Members 31 46245 0.46 50 330042 1.57 1.11

(d) NRI 4 37 0.00 158 195494 0.93 0.93

(e) Any Other (specify) : Director2 1 2993393 29.87 1 6986786 33.20 3.33

Sub-Total (B)(2) 888 10021500 100.00 7852 20868761 99.17 (0.83)

Total Public Shareholding (B)=(B)(1)+(B)(2) 888 10021500 100.00 7853 21043000 100.00 -

Grand Total (A+B)1 888 10021500 100.00 7853 21043000 100.00 -

Note: 1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1

2. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy.

Note: 1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1

2. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy.

17. Distribution of Shareholding as on March 31, 2016

18. Dematerialization of Shares and Liquidity As per notification issued by SEBI, with effect from 26th June 2000, it has become mandatory to trade in the Company’s shares in the

electronic form. The Company’s shares are available for trading in the depository systems of both the NSDL and CDSL.

Percentage of Shares held in Physical & Electronic form as on March 31, 2016

Shareholding of nominal value Share Holders Share AmountNumber % of total H % of total

Upto - 5,000 6213 79.12 8325570 3.965,001 -10,000 692 8.81 5535290 2.6310,001-20,000 370 4.71 5816580 2.7620,001-30,000 138 1.76 3540600 1.6830,001-40,000 84 1.07 3033610 1.4440,001-50,000 63 0.80 2951530 1.4050,001-100,000 130 1.66 9569150 4.55100,001-above 163 2.08 171657670 81.57Total 1&2 7853 100.00 210430000 100.00

Sl. No. Particulars No. of Shares %1 Demat Mode 14940487 71.002 Physical Mode 6102513 29.00

Grand Total 21043000 100.00

To enable us to serve our investors better, we request Members whose shares are in physical mode to dematerialize shares and to update

their bank accounts with the respective depository participants.

19. ECS [Electronic Clearing Service] / Mandates / Bank Details

Members may please note that ECS details contained in the BENPOS downloaded from the Depositories would be reckoned for payment

of dividend. In order to avoid fraudulent encashment of dividend, please register either ECS mandate or Bank details for payment of

dividend.

20. Disclosure with respect to demat suspense account/unclaimed suspense account

As on 31st March, 2016, there are no outstanding shares lying in the demat suspense account/unclaimed suspense account.

21. Address for correspondence with Depositories

National Securities Depository LimitedTradeWorld, 4th & 5th Floor,, Kamala Mills CompoundSenapati Bapat Marg, Lower ParelMumbai - 400 013

Telephone No : 022-2499 4200Facsimile Nos : 022-2497 2993/6351E-mail : [email protected] : www.nsdl.co.in

Central Depository Services (India) LimitedPhiroze Jeejeebhoy Towers, 17th Floor, Dalal StreetMumbai - 400 001

Telephone No : 022-2272 3333Facsimile Nos : 022-2272 3199/2072E-mail : [email protected] Website : www.cdslindia.com

16. Shareholding Pattern:

22. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity.

The Company has issued 1000000 Equity Share Warrants approved by the Members at the EGM held on 22.03.2016 and allotment was

done on 06.04.2016. The same shall be converted by 05.10.2017. Otherwise, there are no others outstanding warrants or any Convertible

instruments.


16 56 57

25. Plant Location

IMFL Division

1. Kamarbari, Kalaberia, Bishnupur, Rajarhat, Kolkata-700 135

IMIL Division

1. Mouza – Gopalpur, Chandigarh, P.S. : Barasat, Dist.: 24 Parganas (South)

2. M2 ADDA Industrial Estate, Kanyapur, Asansol, West Bengal

FMCG Division

1. 81, Neelgunj Road, Agarpara, Kolkata 700 109, West Bengal

26. Address for Correspondence

Mr. Aditya Karwa

Company Secretary & Compliance Officer

PINCON SPIRIT LIMITED

Registered Office:

7, Red Cross Place, “Wellesley House” 3rd Floor, Kolkata – 700 001

Phone No. 033 – 2231-9135. Fax No. 033 – 4008-0690

E-mail: [email protected]

Website: www.pinconspirit.in For and on behalf of the Board of Directors

Sd/-

Monoranjan Roy


Date: 28.04.2016 (DIN: 02275811)

Certificate under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT

CERTIFICATIONPursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby certify that:

1. We have reviewed Financial Statements and the Cash Flow Statement for the year and that to the best of our knowledge and belief :

(i). these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be

misleading;

(ii). these statements together present a true and fair view of the listed entity’s affairs and are in compliance with existing Accounting

Standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent,

illegal or violative of the listed entity’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the

effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the Auditors and

the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we

have taken or propose to take to rectify these deficiencies.

4. We have indicated to the Auditors and the Audit committee:

(i). significant changes in internal control over financial reporting during the year;

(ii). significant changes in Accounting Policies during the year and that the same have been disclosed in the notes to the Financial

Statements; and

(iii). instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an

employee having a significant role in the listed entity’s internal control system over Financial Reporting.

I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have

complied with the Code of Business Conduct and Ethics for Directors/Management Personnel for the Financial Year 2015-16

Sd/- Sd/-

Place: Kolkata Arup Thakur Monoranjan Roy

Date: 28.04.2016 Executive Director & CFO Chairman & Managing Director

(DIN: 03476120) (DIN: 02275811)

23. Dividend History (Last 10 years)Sl. No. Financial Year Dividend % Total Dividend (in H)

1 2015-16* 7.50% 15,782,2502 2014-15 5.00% 10,021,5003 2013-14 Nil Nil4 2012-13 Nil Nil5 2011-12 Nil Nil6 2010-11 Nil Nil7 2009-10 Nil Nil8 2008-09 Nil Nil9 2007-08 Nil Nil

10 2006-07 Nil NilNote: * subject to the approval of the members

24. Unclaimed Dividend Sl. No. Financial Year Dividend % Total Dividend

(in H)

Unclaimed Dividend as on date of transfer

(H)

Due date for transfer to

IEPF on 1 2014-15 5.00 % 10,021,500 995618 26.12.20222 2013-14 Nil Nil NA NA3 2012-13 Nil Nil NA NA4 2011-12 Nil Nil NA NA5 2010-11 Nil Nil NA NA6 2009-10 Nil Nil NA NA7 2008-09 Nil Nil NA NA


Sd/-

Monoranjan Roy


Date: 28.04.2016 (DIN: 02275811)


16 58 59

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members,

Pincon Spirit Limited

We have examined the compliance of conditions of Corporate Governance by Pincon Spirit Limited, for the year ended

on 31st March 2016, as stipulated in Regulation 27(1) & (2) of The Securities and Exchange Board of India (Listing

Obligation & Disclosure Requirements) Regulations, 2015 (earlier Clause 49 of the Listing Agreement) of the said

Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination

has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring

compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor

an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the

representations made by the Directors and the Management, we certify that the Company has complied with the

conditions of Corporate Governance as stipulated in Regulation 27(1) & (2) of The Securities and Exchange Board of

India (Listing Obligation & Disclosure Requirements) Regulations, 2015 (earlier Clause 49 of the above-mentioned

Listing Agreement)

We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

For D.N. Misra & Co.

Chartered Accountants

Firm Registration No. 312021E

Sd/-

D.N. Misra

Place: Kolkata Proprietor

Date: 28.04.2016 Membership No.: 050440

CORPORATE INFORMATIONAS ON 31ST MARCH, 2016

CIN : L67120WB1978PLC031561

Board of DirectorsMr. Monoranjan Roy

Chairman & Managing Director

Mr. Arup Thakur

Executive Director & CFO

Mr. Subrata Basu

Executive Director

Mr. Jag Bahadur Singh Negi

Director – Independent

Ms. Mou Roy

Director – Independent

Mr. Abhijit Datta

Additional Director – Independent

Mr. Aditya Karwa

Company Secretary

Board CommitteesAudit Committee

Mr. Jag Bahadur Singh Negi – Chairman

Ms. Mou Roy

Mr. Subrata Basu

Stakeholders Relationship CommitteeMr. Jag Bahadur Singh Negi – Chairman

Ms. Mou Roy

Mr. Subrata Basu

Nomination & Remuneration CommitteeMr. Jag Bahadur Singh Negi – Chairman

Ms. Mou Roy

Mr. Subrata Basu

Corporate Social Responsibility CommitteeMr. Jag Bahadur Singh Negi – Chairman

Ms. Mou Roy

Mr. Subrata Basu

Corporate OfficeSamskruti Chambers, No. 103, 3rd Floor, K.H.Road, Shanthi Nagar,

Bangalore- 560027

AuditorsD.N.Misra & Co

Chartered Accountants

54, Ganesh Chandra Avenue, 1st Floor, Kolkata-700013

BankersAndhra Bank

Bank Of India

Corporation Bank

Indian Overseas Bank

Laxmi Vilas Bank Limited

Punjab National Bank

State Bank Of Hyderabad

State Bank Of Mysore

State Bank Of Travancore

Tamilnad Mercantile Bank Limited

Vijaya Bank

RegistrarS. K. Infosolutions Pvt. Ltd

34/1A, Sudhir Chatterjee Street, Kolkata- 700 006

Contact No : 033-2219-4815 & 033-2219-6797

Fax No: 033-2219-4815

Email Id : [email protected] , [email protected]

Website : www.skcinfo.com

SolicitorAQUILAW

9, Old Post Office Street, 8th Floor, Kolkata – 700 001

Website www.pinconspirit.in

Registered Office7, Red Cross Place, “Wellesley House”, 3rd Floor, Kolkata – 700 001

Phone No. 033 – 2231-9135. Fax No. 033 – 4008-0690

E-Mail: [email protected] ; [email protected]


16 60 61


16 62 63

Independent Auditor’s Report

To

The Members,


Report on the Financial StatementsWe have audited the accompanying Financial Statements of Pincon Spirit Limited (“the Company”), which comprise the Balance Sheet

as at 31st March, 2016, the Profit and Loss Statement, the Cash Flow

Statement for the year ended 31st March, 2016 and a summary of

significant Accounting Policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters

stated in Section 134(5) of the Companies Act, 2013 (“the Act”)

with respect to the preparation of these Standalone Financial

Statements that give a true and fair view of the financial position,

financial performance and cash flows of the Company in

accordance with the Accounting Principles generally accepted in

India including the Accounting Standards specified under Section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014. This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act

for safeguarding the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and presentation

of the Financial Statements that give a true and fair view and are free

from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these Standalone

Financial Statements based on our Audit.

We have taken into account the provisions of the Act, the

Accounting and Auditing Standards and matters which are required

to be included in the Audit Report under the provisions of the

Act and the Rules made there under. We conducted our Audit in

accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with

ethical requirements and plan and perform the Audit to obtain

reasonable assurance about whether the Financial Statements are

free from material misstatements.

An Audit involves performing procedures to obtain Audit evidence

about the amounts and disclosures in the Financial Statements. The

procedures selected depend on the Auditors’ judgment, including

the assessment of the risks of material misstatement of the Financial

Statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control

relevant to the Company’s preparation of the Financial Statements

that give a true and fair view in order to design Audit procedures

that are appropriate in the circumstances, but not for the purpose

of expressing an opinion on whether the Company has in place an

adequate internal financial controls system over Financial Reporting

and the operating effectiveness of such controls. An Audit also

includes evaluating the appropriateness of accounting policies used

and the reasonableness of the accounting estimates made by the

Company’s Directors, as well as evaluating the overall presentation

of the Financial Statements.

We believe that the Audit evidence we have obtained is sufficient

and appropriate to provide a basis for our Audit opinion on the

Standalone Financial Statements.

OpinionIn our opinion and to the best of our information and according

to the explanations given to us, the aforesaid Financial Statements

give the information required by the Act in the manner so required

and give a true and fair view in conformity with the accounting

principles generally accepted in India, of the state of affairs of the

Company as at March 31, 2016, and its profit and its cash flows for

the year ended on that date.

Report On Other Legal And Regulatory Requirements1. As required by ‘The Companies (Auditor’s Report) Order, 2015’,

issued by the Central Government of India in terms of Sub-

section (11) of Section 143 of the Act (hereinafter referred to

as the “Order”), and on the basis of such checks of the books

and records of the Company as we considered appropriate and

according to the information and explanations given to us, we

give in the Annexure a statement on the matters specified in

paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and

explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law

have been kept by the Company so far as it appears from

our examination of those books.

c) The Balance Sheet, the Profit and Loss Statement, and

the Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial

Statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from

the Directors as on March 31, 2016, taken on record by the

Board of Directors, none of the directors is disqualified as

on March 31, 2016, from being appointed as a Director in

terms of Section 164 (2) of the Act.

f ) With respect to the other matters to be included in

the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our

opinion and to the best of our information and according

to the explanations given to us:

(i) The Company has disclosed the impact of pending

litigations on its Financial position in its Financial

Statements as referred to in the Note to the Financial

Statements.

(ii) The Company has made provision, as required under

the applicable law or Accounting Standards, for

material foreseeable losses, if any, and as required on

long-term contracts including derivative contracts.

(iii) There has been no delay in transferring amounts,

required to be transferred, to the Investor Education

and Protection Fund by the Company.

For D.N. Misra & Co. Chartered Accountants


Sd/-

D.N. MisraPlace: Kolkata Proprietor

Date: 28.04.2016 Membership No.:050440


16 64 65

Annexure to Independent Auditors’ Report

Referred to in paragraph 1 of the Independent Auditors’ Report of even date to the members of Pincon Spirit Limited on the Financial

Statements as of and for the year ended March 31, 2016.

1. (a) The Company has maintained proper records showing full

particulars, including quantitative details and situation of

fixed assets;

(b) The substantial portion of fixed assets have been physically

verified by the management at reasonable intervals

having regard to the size of the Company and the nature

of assets. No material discrepancies were noticed on such

physical verification.

2. (a) The inventory (excluding stocks with third parties) has

been physically verified by the Management during

the year. In respect of inventory lying with third parties,

these have substantially been confirmed by them. In our

opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories

followed by the Management are reasonable and

adequate in relation to the size of the Company and the

nature of its business.

(c) In our opinion and according to the information and

explanations given to us, the Company is maintaining

proper records of inventory. The discrepancies noticed

on verification between the physical stocks and the book

records were not material and have been properly dealt

with in the books of account.

3. (a) The Company has not granted any loan during the year.

(b) There is no overdue amount of loans granted to

companies, firms and other parties covered in the register

maintained under section 189 of the Companies Act, 2013

4. In our opinion and according to the information and

explanations given to us, there are adequate internal control

procedures commensurate with the size of the Company and

the nature of its business with regard to purchases of inventory,

fixed assets and with regard to the sale of goods and services.

During the course of our audit, no major weakness has been

noticed in the internal controls system.


explanations given to us, the Company has not accepted any

deposits within the meaning of provisions of sections of 73 to

76 or any other relevant provisions of the Companies Act, 2013

and the rules framed there under. In our opinion and according

to the information and explanations given to us, no order

has been passed by the Company Law Board or the National

Company Law Tribunal or the Reserve Bank of India or any

other Tribunal against the Company.

6. We have broadly reviewed the books of account relating

to materials, labor and other items of cost maintained by

the Company pursuant to the Rules made by the Central

Government for the maintenance of cost records under section

148 (1) of the Companies Act, 2013 and are of the opinion that,

prima facie, the prescribed accounts and record have been

made and maintained.

7. (a) According to the records of the Company, the Company

is regular in depositing with appropriate authorities

undisputed statutory dues including Provident Fund,

Investor Education Protection Fund, Employees State

Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty,

Excise Duty, Service Tax, Value Added Tax , Cess and other

material statutory dues applicable to it.

(b) According to the information and explanations given to

us, no undisputed amount payable in respect of Income

Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty,

Service Tax, Value Added Tax, Cess etc. were outstanding as

at 31st March, 2016 for a period of more than six months

from the date they became payable.

(c) According to the records of the Company, no dues

outstanding of Sales Tax, Income Tax, Customs Duty,

Wealth Tax, Excise Duty, Service Tax, Value Added Tax, and

Cess on account of any dispute.

(d) According to the information and explanation given

to us and records of the Company examined by us, the

Company is not required to transfer amount to investor

education and protection fund in accordance with the

provisions of the Companies Act, 2013 and the rules made

thereunder.

8. The Company has no accumulated losses at the end of the

financial year and it has not incurred cash losses in the current

and immediately preceding financial year.


explanations given by the management, we are of the opinion

that the Company has not defaulted in repayment of dues to a

financial institution, bank or debenture holders.

10. The Company has not given any guarantee for loans taken by

others from bank or financial institutions.

11. In our opinion, and according to the information and

explanations given to us, the term loans have been applied, on

an overall basis, for the purposes for which they were obtained.

12. Based upon the audit procedures performed for the purpose

of reporting the true and fair view of the Financial Statements

and as per the information and explanations given by the

management, we report that no fraud on or by the Company

has been noticed or reported during the year.



Sd/-




16 66 67

Audited Standalone Balance Sheet as at 31.03.2016 Audited Standalone Statement of Profit and Loss Account for the year ended 31.03.2016(In H)

Particulars Note No. As at 31.03.2016

As at 31.03.2015

EQUITY AND LIABILITIES

Shareholder’s Funds

Share Capital 2 210,430,000 100,215,000

Reserves and Surplus 3 694,814,237 446,383,596

Non-Current Liabilities

Long Term Borrowings 4 620,409,047 603,767,335

Current Liabilities

Short-Term Borrowings 5 1,916,797,165 917,021,333

Trade Payables 6 27,560,931 13,376,124

Other Current Liabilities 7 133,429,505 25,919,345

Short-Term Provisions 8 346,609,430 205,599,790

TOTAL 3,950,050,315 2,312,282,523

ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets 9 177,449,993 178,047,751

Capital Working in Progress 40,116,135 -

Non-Current Investments 10 155,236,250 155,236,250

Long-Term Loans and Advances 11 190,814,560 -

Deferred Tax Assets (Net) 12 3,439,204 1,306,873

Miscellaneous Expenditure 13 3,104,122 -

Current Assets

Inventories 14 1,902,463,098 695,659,579

Trade Receivables 15 1,075,108,319 1,056,681,086

Cash and Cash Equivalents 16 3,717,789 1,370,646

Other Current Assets 17 398,600,845 223,980,338

TOTAL 3,950,050,315 2,312,282,523

Significant Accounting Policies 1

(In H)

Particulars Note No. For the year ended 31.03.2016

For the year ended 31.03.2015

INCOME

Revenue from Operations 18 9,460,588,193 6,025,557,392

Other Incomes 19 - 1,409,333

Total Revenue (I) 9,460,588,193 6,026,966,725

EXPENSES

Cost of Materials Consumed 20 3,300,247,529 1,343,496,828

Purchases 21 5,839,765,750 4,380,881,518

Change In Inventories (Increase)/Decrease 22 (566,330,719) (262,535,234)

Other Manufacturing Expenses 23 149,503,009 109,372,132

Employee Benefit Expenses 24 26,040,000 21,700,000

Administrative & General Expenses 25 35,608,380 25,341,083

Selling & Distribution Expenses 26 114,092,292 80,121,563

Finance Costs 27 166,927,698 70,672,884

Depreciation and Amortization Expenses 9 20,739,970 21,514,463

Miscellaneous Expenses 28 620,824 -

Total Expenses (II) 9,087,214,733 5,790,565,237

Profit before Tax (I - II)=III 373,373,460 236,401,488

Tax Expense:

1) Current tax 126,909,640 80,352,870

2) Deferred Tax Liability/(Assets) (2,132,331) (751,868)

Profit/ (Loss) for the Period (III-IV-V)=VI 248,596,151 156,800,486

Earnings per equity share of face value of H10 each

1) Basic 29 11.81 15.65

2) Diluted 29 16.87 15.65

SIGNIFICANT ACCOUNTING POLICIES 1

The accompanying notes form an integral part of the Standalone Financial Statements

As per our report of even date attached For and on behalf of the Board

Sd/-

For D.N. Misra & Co. Monoranjan RoyChartered Accountants Chairman & Managing Director

Firm Registration No. 312021E (DIN: 02275811)

Sd/- Sd/- Sd/-

D.N. Misra Arup Thakur Aditya KarwaProprietor Executive Director & CFO Company Secretary

Membership No.:050440 (DIN: 03476120)

Place: Kolkata

Date: 28.04.2016

The accompanying notes form an integral part of the Standalone Financial Statements


Sd/-



Sd/- Sd/- Sd/-



Place: Kolkata

Date: 28.04.2016


16 68 69

Cash Flow Statement for the year ended 31.03.2016 Notes forming part of the Audited Standalone Financial Statements(In H)

Particulars For the year ended 31.03.2016


A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax 373,373,460 236,401,488

Adjustments for:

Depreciation & Amortization Expenses 20,739,970 21,514,463

Interest Paid 166,927,698 70,672,884

Miscellaneous Expenses 620,824 -

Operating Profit before Working capital changes 561,661,952 328,588,835

Adjustments for:

(Increase) / Decrease in Inventories (1,206,803,519) (482,101,809)

(Increase)/ Decrease in Account Receivable (18,427,233) (801,704,539)

(Increase)/ Decrease in Loans & Advances (174,620,507) 168,694,092

Increase/ (Decrease) in Account Payables 262,704,607 106,083,971

Cash Generated from Operations (575,484,700) (680,439,450)

Income Tax paid (Net of Refund) (126,909,640) (80,352,870)

Net Cash from Operating Activities (448,575,060) (600,086,580)

B. CASH FLOW FROM INVESTING ACTIVITIES:

Tangible Assets (20,142,212) -

Capital Working in Progress (40,116,135) 24,308,964

Non-Current Investments - (85,000,000)

Long-Term Loans and Advances (190,814,560) -

Miscellaneous Expenses (3,724,946) -

Net Cash from Investing Activities (254,797,853) (60,691,036)

C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds of Equity Share 135,000,000 -

Proceeds of Unsecured Loans 17,500,000 299,365,968

Proceeds of Secured Loans 998,917,544 596,314,763

Interest Paid (166,927,698) (70,672,884)

Dividends paid (including corporate dividend tax) (24,950,510) (6,012,599)

Net Cash from Financing Activities 959,539,336 818,995,248

Net Increase/(Decrease) in Cash and Cash equivalents 2,347,144 (2,488,109)

Cash and Cash equivalents as at 1st April(Opening Balance) 1,370,646 3,858,755

Cash and Cash equivalents as at 31st March(Closing Balance) 3,717,789 1,370,646


Sd/-

For D.N. Misra & Co. Monoranjan Roy

Chartered Accountants Chairman & Managing Director


Sd/- Sd/- Sd/-

D.N. Misra Arup Thakur Aditya Karwa

Proprietor Executive Director & CFO Company Secretary


Place: Kolkata

Date: 28.04.2016

NOTE # 1

A. CORPORATE INFORMATION Pincon Spirit Limited (referred to as “PSL” or “the Company”) (CIN No: L67120WB1978PLC031561) is a Public Company domiciled in India

and Incorporated under the provisions of the Companies Act, 1956. Its shares are listed on The Calcutta Stock Exchange Limited & BSE

Limited in India. The Company is engaged in carrying on the Business of Blending, Bottling & Wholesale Distribution of Indian Made

Foreign Liquor (“IMFL”), Indian Made Indian Liquor (“IMIL”) & Refining, Packaging, & Wholesale Distribution of Fast Moving Consumer

Goods (“FMCG”)

B. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Preparation of the Financial Statements The Financial Statements have been prepared in compliance with the Generally Accepted Accounting Principles in India (“Indian

GAAP”) and the Accounting Standards notified under relevant provisions of the Companies Act, 2013.

These Financial Statements have been prepared on accrual basis under historical cost convention and are presented in Indian

Rupees, rounded off to the nearest Rupee.

b. Use of Estimates The preparation of the Financial Statements in conformity with the Indian GAAP requires Management of the Company to make

estimates, judgments and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent

liabilities as on the date of the financial statements and the reported amount of revenues and expenses during the reporting period.

Any difference between the actual results and estimates are recognised in the period in which the results are known / materialised.

c. Fixed Assets i. Tangible Assets

Tangible Assets are stated at cost, net of taxes, discounts plus revaluations, if any, less accumulated depreciation & impairment

loss, if any.

The Cost includes the purchase price plus other attributable costs for bringing the assets to its working condition for intended

use.

Any subsequent expenditure relating to the Tangible Assets which increase the future benefits are added to the book value of

the tangible assets.

Expenditure relating Tangible Assets that are not ready for their intended use are disclosed under Capital Work-in-Progress.

ii. Intangible Assets

Initial recognition of Intangible Assets are at cost less accumulated amortisation and accumulated impairment loss, if any.

Internally generated Intangible Assets, excluding capitalised development costs, are not capitalised and expenditure is

reflected in the Statement of Profit & Loss for the year in which the expenditure is incurred. Amortisation of Intangible Assets

are done on a straight-line basis over the estimated useful economic life.

d. Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating

leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the

period of lease.

e. Depreciation & Amortisation In Tangible Fixed Assets (other than freehold land & capital work-in-progress), acquired during the year, depreciation / amortisation

is charged on Written Down Method so as to write off the cost of the Assets over the useful lives and in regard to the Tangible Assets

acquired prior to April 1, 2014, the carrying amount as on April 1, 2014 is depreciated over the remaining useful life as prescribed in

Schedule II of the Companies Act, 2013.


16 70 71

f. Impairment In case an asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged

to the Profit and Loss Statement in the year in which an asset is identified as impaired. The impairment loss recognised in prior

accounting period is reversed if there has been a change in the estimate of recoverable amount.

g. Investments Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Non-Current investments are stated

at cost. Provision for diminution in the value of Non-Current investments is made only if such a decline is other than temporary.

h. Inventories Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any. Cost of inventories

comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to

their respective present location and condition.

i. Employee Benefits There is no employee who is in receipt of remuneration in excess of the limits specified.

j. Revenue Recognition Revenue is recognised only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably

measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, tax, excise duty,

adjusted for discounts (net).

Dividend income, if any, is recognised when right to receive payment is established.

Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rate

applicable.

k. Borrowing Costs Borrowing costs consist of interest and other ancillary costs than an entity incurs in connection with borrowing of funds, Ancillary

costs incurred in connection with the arrangement of borrowings are amortized over the tenure of borrowing.

l. Foreign Currency Transactions The Company has foreign currency transactions during the period under review.

m. Cash and Cash Equivalents Cash and Cash Equivalents include cash in hand, demand deposits with banks, other short-term highly liquid investments with

original maturities of three months or less.

n. Conservation of Energy & Technology absorption In view of the activities of the Company, the matters related to conservation of Energy & Technology are not applicable to the

Company.

o. Due to Micro/ Small Industrial Enterprises The Company has not received any information from any of the suppliers of their being a micro/ small scale industrial enterprise,

hence the amount due to such units outstanding as at the year ended 31.03.2016 is not ascertainable.

p. Income Tax Provision is made for Income Tax on a yearly basis under the tax payable method based on tax liability as computed after taking

credit for allowances, expenses. In case of matters under appeal due to disallowance or otherwise, full provision is made when the

liabilities are accepted. Deferred Tax is recognized on timing differences between taxable income and accounting income subject

to a consideration of prudence.

q. Earnings per Share (EPS) Basic EPS is arrived at based on Net Profit after Taxation available to equity shareholders to the weighted average number of equity

shares outstanding during the year. The Diluted EPS is calculated on the same basis as Basic EPS, after adjusting for the effects of

potential dilutive equity shares unless impact is anti-dilutive.

r. Provisions A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable that an outflow

of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions, other than

employee benefits, are not discounted to their present value and are determined based on management estimate required to

settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current

management estimates.

s. Contingent Liabilities/Assets No provision is made for liabilities which are contingent in nature. Provision is made for those contingencies which are likely to

materialize into liabilities after the year end till the date of finalization of accounts and have material effect on the position stated in

the Balance Sheet.

Contingent liabilities are not recognised but disclosure of its existence is done in the Financial Statements. A contingent asset is

neither recognised nor disclosed in the Financial Statements.

Notes forming part of the Audited Standalone Financial StatementsNotes forming part of the Audited Standalone Financial Statements


16 72 73

Notes forming part of the Audited Standalone Financial StatementsNotes forming part of the Audited Standalone Financial Statements

(In H)

Particulars As at 31.03.2016

As at 31.03.2015

Notes # 3 Reserves and Surplus(a) Securities Premium As per last Balance Sheet 636,405 636,405 Addition during the year 125,000,000 - a 125,636,405 636,405 (b) Surplus in the Statement of Profit & Loss Opening Balance 445,747,191 294,959,304 Add: Profit for the Year 248,596,151 156,800,486 694,343,342 451,759,790 Less: Appropriations (a) Proposed final Dividend on Equity Shares* 15,782,250 5,010,750 (b) Tax on Dividend 3,155,661 1,001,849 (c) Conversion into Equity due to Issue of Bonus Share 100,215,000 - (d) Prior Period Dividend (F.Y: 2014-15) 5,010,750 - (e) Prior Tax on Dividend (F.Y: 2014-15) 1,001,849 - b 569,177,832 445,747,191 (a+b) 694,814,237 446,383,596

* The Board of Directors have recommended final dividend for the F.Y: 2015-16 of H0.75 Per Equity Share subject to approval in the forthcoming

AGM.

(In H)


As at 31.03.2015

Notes # 2 Share Capital

Authorised Capital

50,000,000 Equity Shares of H10/- each

(Previous Year : 10,030,000 Equity Shares of H10/- each)

500,000,000 100,300,000

500,000,000 100,300,000

Issued, Subscribed and Paid up

21,043,000 Equity Shares of H10/- each

(Previous Year : 10,021,500 Equity Shares of H10/- each)

210,430,000 100,215,000

210,430,000 100,215,000

a) Reconciliation of number of Shares Capital

Equity Shares As at 31.03.2016 As at 31.03.2015

No. Amount (H) No. Amount (H)

Opening Balance 10,021,500 100,215,000 10,021,500 100,215,000

Add: Bonus Share Issue 10,021,500 100,215,000 - -

Add: Preferential Allotment 1,000,000 10,000,000 - -

Closing Balance 21,043,000 210,430,000 10,021,500 100,215,000

e) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company



Monoranjan Roy: 33.20% (P.Y:29.87%) 6,986,786 69,867,860 2,993,393 29,933,930

Anushri Textile Private Limited: 0.17% (P.Y: 10.89%) 34,920 349,200 1,090,998 10,909,980

6,986,786 69,867,860 4,084,391 40,843,910

Notes # 4 Long-Term Borrowings

Secured Loan - Car Loan 2,909,047 3,767,335

Unsecured Loan - Director 617,500,000 600,000,000

620,409,047 603,767,335

Car Loan is from Punjab National Bank, the car being the primary security.

Notes # 6 Trade Payables

Trade Payables 27,560,931 13,376,124

27,560,931 13,376,124

Notes # 5 Short-Term Borrowings

Cash Credit Facilities (Secured) 1,916,797,165 917,021,333

1,916,797,165 917,021,333

Working Capital Loan has been availed under Consortium Banking arrangement from State Bank of Mysore, (Leader of Consortium) & other

member banks being State Bank of Hyderabad, State Bank of Travancore, Bank of India, Andhra Bank, Punjab National Bank, Laxmi Vilas Bank

Limited, Tamilnad Mercantile Bank Limited, Corporation Bank, Vijaya Bank, Indian Overseas Bank with sharing of pari passu charge by way of

hypothecation of present & future Currents Assets of the Company, consisting of Stock & Book Debts.

b) Rights and restriction attached to Shares Capital The Company has one class of equity shares having a par value of H10 each. Each shareholder is eligible for one vote per share held.

The Company has declared dividend of H0.75 (i.e. 7.50%) per share during the current year and in previous year dividend was of H0.50

(i.e.5.00%) per share.

d) Shares allotted as fully paid up by way of bonus shares (during 5 years preceding March 31, 2016) During the last 5 years preceding to March 31, 2016, the Company has allotted as fully paid up Bonus share in the ratio of 1:1 on

12.10.2015 as approved by Members in the EGM held on 29.09.2015.

c) Share held by holding/ultimate holding company and/or their subsidiaries/associates : There is no such Share held by holding/ultimate holding company and/or their subsidiaries/associates.

Notes # 8 Short-Term Provisions

For Income Tax & others 346,609,430 205,599,790

346,609,430 205,599,790

Notes # 7 Other Current Liabilities

Other Payables 133,429,505 25,919,345

133,429,505 25,919,345


16 74 75N

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(In H)


As at 31.03.2015

Notes # 10 Non-Current Investments

In Equity Shares of Subsidiary Companies -

Paul Distributors Private Limited 55,000,000 55,000,000

Priya Laboratories Private Limited 15,236,250 15,236,250

Yours Laboratories Private Limited 85,000,000 85,000,000

155,236,250 155,236,250

Notes # 11 Long-Term Loans and Advances

Business Advance for Acquisitions 190,814,560 -

190,814,560 -

Notes # 12 Deferred Tax Assets

Deferred Tax Assets 3,439,204 1,306,873

3,439,204 1,306,873

Notes # 16 Cash and Cash Equivalents

Cash in Hand & at Bank 3,717,789 1,370,646

3,717,789 1,370,646

Notes # 17 Other Current Assets

Sundry Current Assets 398,600,845 223,980,338

398,600,845 223,980,338

Notes # 13 Miscellaneous Expenditure

Opening Balance - -

Incurred during the year 3,724,946 -

Less: Written off during the year 620,824 -

3,104,122 -

Notes # 15 Trade Receivables

Secured, Considered Good

- Outstanding for a period exceeding six months - -

- Others 1,014,880,805 996,453,572

- Export Receivable (above six month) 60,227,514 60,227,514

1,075,108,319 1,056,681,086

Notes # 14 Inventories

Raw Materials 512,925,690 156,975,356

Finished Goods 1,389,537,408 538,684,223

1,902,463,098 695,659,579


16 76 77

Notes forming part of the Audited Standalone Financial Statements Notes forming part of the Audited Standalone Financial Statements

(In H)



Notes # 18 Revenue From Operations

In Equity Shares of Subsidiary Companies -

Own Blend (IMFL) 2,549,897,706 1,548,523,113

Own Blend (IMIL) 1,227,494,005 -

Traded - IMFL 2,873,214,281 2,660,260,974

FMCG EXPORT 996,798 60,227,514

FMCG - Domestic 2,808,985,403 1,756,545,791

9,460,588,193 6,025,557,392

(In H)



Notes # 22 Change in Inventories

IMFL

Opening Stock of Finished Goods 225,939,757 95,775,769

Closing Stock of Finished Goods 501,988,517 225,939,757

(A) (276,048,760) (130,163,988)

FMCG



(B) (290,281,959) (132,371,246)

Total (A+B) (566,330,719) (262,535,234)Notes # 19 Other Incomes

Interest Income - 1,409,333

- 1,409,333 Notes # 23 Other Manufacturing Expenses

Sundry Manufacturing Expenses 149,503,009 109,372,132

149,503,009 109,372,132

Notes # 24 Employee Benefit Expenses

Salaries and Wages 26,040,000 21,700,000

26,040,000 21,700,000

Notes # 20 Cost of Materials Consumed

COST OF RAW MATERIALS CONSUMED (IMFL)

Opening Stock of Raw Materials 156,975,356 21,473,958

Add: Purchase 2,535,680,325 1,563,063,402

Closing Stock of Raw Materials 331,820,385 156,975,356

COST OF RAW MATERIALS CONSUMED (IMFL) 2,360,835,296 1,427,562,004


COST OF RAW MATERIALS CONSUMED 2,360,835,296 1,427,562,004


(A) 2,226,776,346 1,343,496,828

COST OF RAW MATERIALS CONSUMED (IMIL)

Opening Stock of Raw Materials - -

Add: Purchase 1,405,040,004 -

Closing Stock of Raw Materials 181,105,305 -

COST OF RAW MATERIALS CONSUMED (IMIL) 1,223,934,699 -

Opening Stock of Finished Goods - -

COST OF RAW MATERIALS CONSUMED 1,223,934,699 -

Closing Stock of Finished Goods 150,463,516 -

(B) 1,073,471,183 -

Total Cost of Materials Consumed (A+B) 3,300,247,529 1,343,496,828

Notes # 21 Purchases

Purchase of IMFL – Trade 2,989,412,849 2,617,774,241

Purchase of FMCG 2,850,352,901 1,763,107,277

5,839,765,750 4,380,881,518

Notes # 25 Administrative & General Expenses

Postage & Telephone 2,063,871 1,623,034

Directors Remuneration 7,440,000 6,730,000

Legal Expenses 2,611,162 1,946,637

Organisational Expenses 13,962,440 7,883,076

Printing & Stationery 1,942,915 1,428,619

Rent 1,080,000 1,080,000

Travelling & Conveyance 6,439,292 4,616,009

Auditors' Fees 68,700 33,708

35,608,380 25,341,083

Notes # 26 Selling and Distribution Expenses

Business Promotion/Advertisement 52,621,751 46,001,563

Carriage Outwards 10,635,350 10,576,205

Discount & Rebate 6,166,087 2,362,956

Godown Expenses 4,295,187 3,745,703

Godown Rent 600,000 600,000

Rebate on Sales 39,773,917 16,835,136

114,092,292 80,121,563


16 78 79

Notes forming part of the Audited Standalone Financial Statements Notes forming part of the Audited Standalone Financial Statements

(In H)



Notes # 27 Finance Costs

Finance Expense 166,927,698 70,672,884

166,927,698 70,672,884

Notes # 28 Miscellaneous Expenses

Written off during the Year 620,824 -

620,824 -

(In H)

Particulars 2015-16 2014-15

Notes # 29 Basis for calculation of Basic and Diluted Earnings per Share is as under:

Profit after Tax as per Profit & Loss Account 248,596,151 156,800,486

Number of Equity Share at the end of year 21,043,000 10,021,500

Weighted average number of Equity Shares 14,736,522 10,021,500

Basic Earnings per share 11.81 15.65

Diluted Earnings per share 16.87 15.65

Nominal Value of Shares 10.00 10.00

c) Aggregate Related Parties Disclosures:

(In H)

Subsidiary Companies 2015-16 2014-15

Sales

Paul Distributors Private Limited - -

Purchase/Other Manufacturing Expenses


Yours Laboratories Private Limited 32,271,375 -

Loan & Advances [Unsecured Loan Given / (Recovered) during the year]

Paul Distributors Private Limited - (25,000,000)

Priya Laboratories Private Limited - (16,000,000)

Notes # 30 Related Party Disclosuresa) Name of the related parties where control exists: Subsidiary Companies Paul Distributors Private Limited (with effect from 21st March 2014)

Priya Laboratories Private Limited (with effect from 21st March 2014)

Yours Laboratories Private Limited (With effect from 03rd July2014)

b) Name of the Other Related Parties/ Key Managerial Personnel Mr. Monoranjan Roy (Chairman & Managing Director)

Mr. Arup Thakur (Executive Director & CFO)

Mr. Subrata Basu (Executive Director)

Notes # 30 Related Party Disclosures (contd.)

(In H)

Particulars Year Ended

Audited

31-Mar-16 31-Mar-15

Notes # 31 Standalone Audited Segment-Wise Revenue, Results and Capital Employed

1. Segment Revenue

a) IMFL & IMIL 6,650,605,992 4,208,784,088

b) FMCG 2,809,982,201 1,816,773,305

Gross Income from Operations 9,460,588,193 6,025,557,392

2. Segment Results

a) IMFL & IMIL 406,021,119 210,843,027

b) FMCG 134,280,039 94,822,012

Total 540,301,158 305,665,039

Less: Other un-allocable expenditure

a) Interest 166,927,698 70,672,884

Add: a) Other un-allocable income - 1,409,333

Profit Before Tax 373,373,460 236,401,488

Tax Expenses 124,777,309 79,601,002

Profit After Tax 248,596,151 156,800,486

3. Capital Employed

a) IMFL & IMIL 958,776,185 694,174,057

b) FMCG 405,097,523 299,648,751

Total Segment Capital Employed 1,363,873,708 993,822,808

(In H)


Loan & Advances (Outstanding)


Priya Laboratories Private Limited - -

Key Management Personnel

Remuneration 6,600,000 6,600,000

Unsecured Loan Taken (during the year)

Mr. Monoranjan Roy 152,500,000 300,000,000

Unsecured Loan Taken (Outstanding at the end of the Year)


Preferential Allotment of Share Capital

Mr. Monoranjan Roy (Conversion of Unsecured Loan) 135,000,000 -



16 80 81

Independent Auditor’s Report

Consolidated Financial Statements

To

The Members,


We have Audited the accompanying Consolidated Financial

Statements of M/s Pincon Spirit Limited (“the Company”) and its

Subsidiaries, which comprise the Consolidated Balance Sheet as

at March 31, 2016, the Consolidated Statement of Profit and Loss

Account and the Consolidated Cash Flow Statement for the year

ended March 31, 2016, and a summary of significant Accounting

Policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial StatementsManagement is responsible for the preparation of these

Consolidated Financial Statements that give a true and fair view

of the Consolidated Financial position, Consolidated Financial

performance and Consolidated Cash Flows of the Company in

accordance with accounting principles generally accepted in

India. This responsibility includes the design, implementation and

maintenance of internal control relevant to the preparation and

presentation of the Consolidated Financial Statements that give a

true and fair view and are free from material misstatement, whether

due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these Consolidated

Financial Statements based on our Audit. We conducted our Audit

in accordance with the Standards on Auditing issued by the Institute

of Chartered Accountants of India. Those Standards require that we

comply with ethical requirements and plan and perform the Audit

to obtain reasonable assurance about whether the Consolidated

Financial Statements are free from material misstatement.

An Audit involves performing procedures to obtain Audit evidence

about the amounts and disclosures in the Consolidated Financial

Statements. The procedures selected depend on the Auditor’s

judgment, including the assessment of the risks of material

misstatement of the Consolidated Financial Statements, whether

due to fraud or error. In making those risk assessments, the Auditor

considers internal control relevant to the Company’s preparation

and presentation of the consolidated financial statements that

give a true and fair view in order to design audit procedures that

are appropriate in the circumstances but not for the purpose of

expressing an opinion on the effectiveness of the entity’s internal

control. An Audit also includes evaluating the appropriateness of

Accounting Policies used and the reasonableness of the accounting

estimates made by management, as well as evaluating the overall

presentation of the consolidated financial statements. We believe

that the Audit evidence we have obtained is sufficient and

appropriate to provide a basis for our Audit opinion.

OpinionIn our opinion and to the best of our information and according to

the explanations given to us, the Consolidated Financial Statements

give a true and fair view in conformity with the Accounting Principles

generally accepted in India:

a) In the case of the Consolidated Balance Sheet, of the state of

affairs of the Company as at March 31, 2016;

b) In the case of the Consolidated Statement of Profit and Loss, of

the Profit for year ended on that date; and

c) In the case of the Consolidated Cash Flow Statement, of the

Cash Flows for the year ended on that date.

Other MatterWe did not Audit total assets of H22.88 Crore as at March 31, 2016,

total revenues of H41.89 Crore and Net Cash Inflows amounting

to H93.84 Lacs for the year ended, included in the accompanying

Consolidated Financial Statements in respect of Subsidiaries,

whose Financial Statements and other Financial Information have

been Audited by other Auditors and whose reports have been

furnished to us. Our opinion, in so far as it relates to the affairs of

such Subsidiaries is based solely on the report of other Auditors. Our

opinion is not qualified in respect of this matter.



Sd/-




16 82 83

Consolidated Balance Sheet as at 31.03.2016 Consolidated Statement of Profit and Loss for the year ended 31.03.2016(In H)

Particulars Note No. As at 31.03.2016

As at 31.03.2015

EQUITY AND LIABILITIES

Shareholder’s Funds

Share Capital 2 210,430,000 100,215,000

Reserves and Surplus 3 712,041,264 457,159,795

Minority Interest 4 62,834,931 59,902,058

Non-Current Liabilities

Long Term Borrowings 5 626,659,047 622,767,335

Current Liabilities

Short-Term Borrowings 6 1,916,797,165 917,021,333

Trade Payables 7 70,901,368 99,251,149

Other Current Liabilities 8 151,725,837 39,780,698

Short-Term Provisions 9 360,428,237 222,801,184

TOTAL 4,111,817,849 2,518,898,552

ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets 10 199,194,252 200,219,846

Capital Work in progress 40,116,135 -

Intangible Assets 11 88,272,806 88,272,806

Long-Term Loans and Advances 12 193,697,677 2,883,117

Deferred Tax Assets (Net) 13 9,461,294 11,077,747

Miscellaneous 14 3,149,468 70,693

Current Assets

Inventories 15 2,009,006,501 819,070,771

Trade Receivables 16 1,131,439,390 1,129,029,805

Cash and Cash Equivalents 17 4,904,913 11,203,997

Other Current Assets 18 432,575,413 257,069,770

TOTAL 4,111,817,849 2,518,898,552

Significant Accounting Policies 1

(In H)

Particulars Note No. For the year ended 31.03.2016


INCOME

Revenue from Operations 19 9,875,965,624 6,921,950,441

Other Incomes 20 3,567,104 7,601,820

Total Revenue (I +II) 9,879,532,728 6,929,552,261

EXPENSES

Cost of Materials Consumed 21 3,301,544,908 1,450,964,747

Purchase 22 6,155,557,100 5,115,749,200

Change in inventories 23 (550,760,310) (280,226,464)

Other Manufacturing Expenses 24 179,135,552 124,393,544

Employee Benefit Expenses 25 41,632,410 33,862,398

Administrative & General Expenses 26 54,558,440 39,087,974

Selling & Distribution Expenses 27 115,769,855 89,442,638

Finance Costs 28 167,006,772 70,791,677

Depreciation and Amortization Expense 10 23,079,995 24,417,418

Preliminary expenses 29 646,171 25,347

Total Expenses (II) 9,488,170,893 6,668,508,479

Profit before Tax (I - II)=III 391,361,835 261,043,782

Tax Expense:

(1) Current tax 131,765,531 87,638,976

(2) Deferred Tax Liability/(Assets) 1,616,453 1,222,514

(3) Minority Interest (Post Subsidiary) 2,932,873 5,611,031

Profit/ (Loss) for the Period (VI-VII) 255,046,978 166,571,261

Earnings per equity share of face value of H10 each

1) Basic 30 12.12 16.62

2) Diluted 30 17.30 16.62

SIGNIFICANT ACCOUNTING POLICIES 1

The accompanying notes form an integral part of the Consolidated Financial Statements


Sd/-



Sd/- Sd/- Sd/-



Place: Kolkata

Date: 28.04.2016

The accompanying notes form an integral part of the Consolidated Financial Statements


Sd/-



Sd/- Sd/- Sd/-



Place: Kolkata

Date: 28.04.2016


16 84 85

Consolidated Cash Flow Statement for the year ended 31.03.2016 Notes forming part of the Audited Consolidated Financial Statements(In H)



A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax 391,361,835 261,043,782

Adjustments for:

Depreciation 23,079,995 24,417,418

Interest Paid 167,006,772 70,791,677

Miscellaneous Expenses 646,171 25,347

Operating Profit before Working capital changes 582,094,773 356,278,224

Adjustments for:

(Increase) / Decrease in Inventories (1,189,935,730) (501,090,418)

(Increase)/ Decrease in Account Receivable (2,409,585) (848,122,217)

(Increase)/ Decrease in Loans & Advances (175,505,643) 108,803,394

Increase/ (Decrease) in Account Payables 221,222,411 169,949,993

Cash Generated from Operations (564,533,774) (714,181,024)

Tax Paid (131,765,531) (87,638,976)

Net Cash from Operating Activities (696,299,305) (801,820,000)

B. CASH FLOW FROM INVESTING ACTIVITIES:

Tangible Assets (22,054,401) -

Intangible Assets - (84,648,036)

Capital Working in Progress (40,116,135) -

Long-Term Loans and Advances (190,814,560) 52,889,582

Miscellaneous Expenses (3,724,946) -

Net Cash from Investing Activities (256,710,042) (31,758,454)

C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds of Equity Share issue (including Premium) 135,000,000 -

Minority Interest 319,000,000

Proceeds of Unsecured Loans 4,750,000 595,680,731

Proceeds of Secured Loans 998,917,544 (70,791,677)

Interest Paid (167,006,772) (6,012,599)

Dividends paid (including corporate dividend tax) (24,950,509) 837,876,455

Net Cash from Financing Activities 946,710,263 843,487,486

Net Increase/(Decrease) in Cash and Cash equivalents (6,299,084) 4,298,001

Cash and Cash equivalents as at 1st April(Opening Balance) 11,203,997 6,905,996

Cash and Cash equivalents as at 31st March(Closing Balance) 4,904,913 11,203,997


Sd/-

For D.N. Misra & Co. Monoranjan Roy

Chartered Accountants Chairman & Managing Director


Sd/- Sd/- Sd/-

D.N. Misra Arup Thakur Aditya Karwa

Proprietor Executive Director & CFO Company Secretary


Place: Kolkata

Date: 28.04.2016

NOTE # 1

A. CORPORATE INFORMATION Pincon Spirit Limited (referred to as “PSL” or “the Company”) (CIN No: L67120WB1978PLC031561) is a public company domiciled in India

and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on The Calcutta Stock Exchange Limited & BSE

Limited in India. The Company is engaged in carrying on the Business of Blending, Bottling & Wholesale Distribution of Indian Made

Foreign Liquor (“IMFL”), Indian Made Indian Liquor (“IMIL”) & Refining, Packaging, & Wholesale Distribution of Fast Moving Consumer

Goods (“FMCG”).

B. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Preparation of the Financial Statements The Financial Statements have been prepared in compliance with the Generally Accepted Accounting Principles in India (“Indian

GAAP”) and the Accounting Standards notified under relevant provisions of the Companies Act, 2013.

These Financial Statements have been prepared on accrual basis under historical cost convention and are presented in Indian

Rupees, rounded off to the nearest Rupee.

b. Use of Estimates The preparation of the Financial Statements in conformity with the Indian GAAP requires Management of the Company to make

estimates, judgments and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent

liabilities as on the date of the financial statements and the reported amount of revenues and expenses during the reporting period.

Any difference between the actual results and estimates are recognised in the period in which the results are known / materialised.

c. Fixed Assets i. Tangible Assets

Tangible Assets are stated at cost, net of taxes, discounts plus revaluations, if any, less accumulated depreciation & impairment

loss, if any.

The Cost includes the purchase price plus other attributable costs for bringing the assets to its working condition for intended

use.

Any subsequent expenditure relating to the Tangible Assets which increase the future benefits are added to the book value of

the tangible assets.

Expenditure relating Tangible Assets that are not ready for their intended use are disclosed under Capital Work-in-Progress.

ii. Intangible Assets

Initial recognition of Intangible Assets are at cost less accumulated amortisation and accumulated impairment loss, if any.

Internally generated Intangible Assets, excluding capitalised development costs, are not capitalised and expenditure is

reflected in the Statement of Profit & Loss for the year in which the expenditure is incurred. Amortisation of Intangible Assets

are done on a straight-line basis over the estimated useful economic life.

d. Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating

leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the

period of lease.

e. Depreciation & Amortisation In Tangible Fixed Assets (other than freehold land & capital work-in-progress), acquired during the year, depreciation / amortisation

is charged on Written Down Method so as to write off the cost of the Assets over the useful lives and in regard to the Tangible Assets

acquired prior to April 1, 2014, the carrying amount as on April 1, 2014 is depreciated over the remaining useful life as prescribed in

Schedule II of the Companies Act 2013.


16 86 87

f. Impairment In case an asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged

to the Profit and Loss Statement in the year in which an asset is identified as impaired. The impairment loss recognised in prior

accounting period is reversed if there has been a change in the estimate of recoverable amount.

g. Investments Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Non-Current investments are stated

at cost. Provision for diminution in the value of Non-Current investments is made only if such a decline is other than temporary.

h. Inventories Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any. Cost of inventories

comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to

their respective present location and condition.

i. Employee Benefits There is no employee who is in receipt of remuneration in excess of the limits specified.

j. Revenue Recognition Revenue is recognised only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably

measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, tax, excise duty,

adjusted for discounts (net).

Dividend income, if any, is recognised when right to receive payment is established.

Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rate

applicable.

k. Borrowing Costs Borrowing costs consist of interest and other ancillary costs than an entity incurs in connection with borrowing of funds, Ancillary

costs incurred in connection with the arrangement of borrowings are amortized over the tenure of borrowing.

l. Foreign Currency Transactions The Company has foreign currency transactions during the period under review.

m. Cash and Cash Equivalents Cash and Cash Equivalents include cash in hand, demand deposits with banks, other short-term highly liquid investments with

original maturities of three months or less.

n. Conservation of Energy & Technology absorption In view of the activities of the Company, the matters related to conservation of Energy & Technology are not applicable to the

Company.

o. Due to Micro/ Small Industrial Enterprises The Company has not received any information from any of the suppliers of their being a micro/ small scale industrial enterprise,

hence the amount due to such units outstanding as at the year ended 31.03.2016 is not ascertainable.

p. Income Tax Provision is made for Income Tax on a yearly basis under the tax payable method based on tax liability as computed after taking

credit for allowances, expenses. In case of matters under appeal due to disallowance or otherwise, full provision is made when the

liabilities are accepted. Deferred Tax is recognized on timing differences between taxable income and accounting income subject

to a consideration of prudence.

q. Earnings per Share (EPS) Basic EPS is arrived at based on Net Profit after Taxation available to equity shareholders to the weighted average number of equity

shares outstanding during the year. The Diluted EPS is calculated on the same basis as Basic EPS, after adjusting for the effects of

potential dilutive equity shares unless impact is anti-dilutive.

r. Provisions A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable that an outflow

of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions, other than

employee benefits, are not discounted to their present value and are determined based on management estimate required to

settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current

management estimates.

s. Contingent Liabilities/Assets No provision is made for liabilities which are contingent in nature. Provision is made for those contingencies which are likely to

materialize into liabilities after the year end till the date of finalization of accounts and have material effect on the position stated in

the Balance Sheet.

Contingent liabilities are not recognised but disclosure of its existence is done in the Financial Statements. A contingent asset is

neither recognised nor disclosed in the Financial Statements.

Notes forming part of the Audited Consolidated Financial StatementsNotes forming part of the Audited Consolidated Financial Statements


16 88 89

Notes forming part of the Audited Consolidated Financial StatementsNotes forming part of the Audited Consolidated Financial Statements

(In H)


As at 31.03.2015

Notes # 3 Reserves and Surplus

(a) Securities Premium

As per last Balance Sheet 636,405 636,405

Addition during the year 125,000,000 -

a 125,636,405 636,405

(b) Surplus in the Statement of Profit & Loss

Opening Balance 456,523,390 295,964,728

Add: Profit for the Year 255,046,978 166,571,261

711,570,368 462,535,989

Less: Appropriations

(a) Proposed final Dividend on Equity Shares* 15,782,250 5,010,750

(b) Tax on Dividend 3,155,660 1,001,849

(c) Conversion into Equity due to Issue of Bonus Share 100,215,000 -

(d) Prior Period Dividend (F.Y: 2014-15) 5,010,750 -

(e) Prior Tax on Dividend (F.Y: 2014-15) 1,001,849 -

b 586,404,859 456,523,390

(a+b) 712,041,264 457,159,795

* The Board of Directors have recommended final dividend for the F.Y: 2015-16 of H0.75 Per Equity Share subject to approval in the forthcoming

AGM.

(In H)


As at 31.03.2015

Notes # 2 Share Capital

Authorised Capital

50,000,000 Equity Shares of H10/- each 500,000,000 100,300,000

(Previous Year : 10,030,000 Equity Shares of H10/- each) 500,000,000 100,300,000

Issued, Subscribed and Paid up

21,043,000 Equity Shares of H10/- each 210,430,000 100,215,000

(Previous Year : 10,021,500 Equity Shares of H10/- each) 210,430,000 100,215,000

a) Reconciliation of number of Shares Capital



Opening Balance 10,021,500 100,215,000 10,021,500 100,215,000

Add: Bonus Share Issue 10,021,500 100,215,000 - -

Add: Preferential Allotment 1,000,000 10,000,000 - -

Closing Balance 21,043,000 210,430,000 10,021,500 100,215,000

e) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company



Monoranjan Roy: 33.20% (P.Y:29.87%) 6,986,786 69,867,860 2,993,393 29,933,930

Anushri Textile Private Limited: 0.17% (P.Y: 10.89%) 34,920 349,200 1,090,998 10,909,980

6,986,786 69,867,860 4,084,391 40,843,910

Notes # 5 Long-Term Borrowings

Secured Loan - Car Loan 2,909,047 3,767,335

Unsecured Loan - Director 623,750,000 619,000,000

626,659,047 622,767,335

Car Loan is from Punjab National Bank, the car being the primary security.

b) Rights and restriction attached to Shares Capital The Company has one class of equity shares having a par value of H10 each. Each shareholder is eligible for one vote per share held.

The Company has declared dividend of H0.75 (i.e. 7.50%) per share during the current year and in previous year dividend was of H0.50

(i.e. 5.00%) per share.

d) Shares allotted as fully paid up by way of bonus shares (during 5 years preceding March 31, 2016) During the last 5 years preceding to March 31, 2016, the Company has allotted as fully paid up Bonus share in the ratio of 1:1 on

12.10.2015 as approved by Members in the EGM Held on 29.09.2015.

c) Share held by holding/ultimate holding company and/or their subsidiaries/associates : There is no such Share held by holding/ultimate holding company and/or their subsidiaries/associates. Notes # 4 Minority Interest

Minority Interest 62,834,931 59,902,058

62,834,931 59,902,058


16 90 91

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Notes # 8 Other Current Liabilities

Other Payables 151,725,837 38,780,698

Security Deposit - 1,000,000

151,725,837 39,780,698

Notes # 7 Trade Payables

Trade Payables 70,901,368 99,251,149

70,901,368 99,251,149

Notes # 9 Short-Term Provisions

For Income Tax & others 360,428,237 222,801,184

360,428,237 222,801,184

(In H)


As at 31.03.2015

Notes # 6 Short-Term Borrowings

Cash Credit Facilities (Secured) 1,916,797,165 917,021,333

1,916,797,165 917,021,333

Working Capital Loan has been availed under Consortium Banking arrangement, from State Bank of Mysore, (Leader of Consortium) & other member banks being State Bank of Hyderabad, State Bank of Travancore, Bank of India, Andhra Bank, Punjab National Bank, Laxmi Vilas Bank Limited, Tamilnad Mercantile Bank Limited, Corporation Bank, Vijaya Bank, Indian Overseas Bank ,with sharing of pari passu charge by way of hypothecation of present & future Currents Assets of the Company, consisting of Stock & Book Debts.

Notes forming part of the Audited Consolidated Financial Statements


16 92 93


(In H)


As at 31.03.2015

Notes # 11 Intangible Assets

Goodwill 88,272,806 88,272,806

88,272,806 88,272,806

Notes # 13 Deferred Tax Assets

Deferred Tax Assets 9,461,294 11,077,747

9,461,294 11,077,747

Notes # 17 Cash and Cash Equivalents

Cash in Hand & at Bank 4,904,913 11,203,997

4,904,913 11,203,997

Notes # 18 Other Current Assets

Sundry Current Assets 432,575,413 257,069,770

432,575,413 257,069,770

Notes # 14 Miscellaneous Expenditure

Opening Balance 70,693 96,040

Incurred during the year 3,724,946 -

Less: Written off during the year 646,171 25,347

3,149,468 70,693

Notes # 12 Long-Term Loans and Advances

Business Advance for Acquisitions 190,814,560 -

Security Deposit 2,303,117 2,303,117

Deposit With Excise Dept. 580,000 580,000

193,697,677 2,883,117

Notes # 16 Trade Receivables

Secured, Considered Good

- Outstanding for a period exceeding six months - -

- Others 1,071,211,876 1,068,802,291

- Export Receivable (above six month) 60,227,514 60,227,514

1,131,439,390 1,129,029,805

Notes # 15 Inventories

Raw Materials 512,925,690 158,272,736

Finished Goods 1,496,080,811 660,798,035

2,009,006,501 819,070,771


(In H)



Notes # 19 Revenue From Operations

Own Blend (IMFL) 2,614,529,075 1,696,064,741

Own Blend (IMIL) 1,227,494,005 -

Traded - IMFL 3,223,960,343 3,409,112,395

FMCG Export 996,798 60,227,514

FMCG - Domestic 2,808,985,403 1,756,545,791

9,875,965,624 6,921,950,441

Notes # 20 Other Incomes

Other Incomes 3,567,104 6,192,487

Interest Income - 1,409,333

3,567,104 7,601,820

Notes # 21 Cost of Materials Consumed

COST OF RAW MATERIALS CONSUMED (IMFL)

Opening Stock of Raw Materials 158,272,736 21,473,958

Add: Purchase 2,535,680,324 1,671,828,701

Closing Stock of Raw Materials 331,820,385 158,272,736

COST OF RAW MATERIALS CONSUMED (IMFL) 2,362,132,675 1,535,029,923


COST OF RAW MATERIALS CONSUMED 2,362,132,675 1,535,029,923


(A) 2,228,073,725 1,450,964,747

COST OF RAW MATERIALS CONSUMED (IMIL)

Opening Stock of Raw Materials - -

Add: Purchase 1,405,040,004 -

Closing Stock of Raw Materials 181,105,305 -

COST OF RAW MATERIALS CONSUMED (IMIL) 1,223,934,699 -

Opening Stock of Finished Goods - -

COST OF RAW MATERIALS CONSUMED 1,223,934,699 -

Closing Stock of Finished Goods 150,463,516 -

(B) 1,073,471,183 -

Cost of Materials Consumed (A+B) 3,301,544,908 1,450,964,747

Notes # 22 Purchases

Purchase of IMFL 3,305,204,199 3,352,641,923

Purchase of FMCG 2,850,352,901 1,763,107,277

6,155,557,100 5,115,749,200


16 94 95


(In H)



Notes # 23 Change in Inventories

IMFL



(A) (260,478,351) (147,855,218)

FMCG



(B) (290,281,959) (132,371,246)

Total (A+B) (550,760,310) (280,226,464)

Notes # 24 Other Manufacturing Expenses

Sundry Manufacturing Expenses 179,135,552 124,393,544

179,135,552 124,393,544

Notes # 25 Employee Benefit Expenses

Salaries and Wages 41,632,410 33,862,398

41,632,410 33,862,398

Notes # 26 Administrative & General Expenses

Audit Fees 290,049 255,057

Books & Periodicals 750 450

Directors Remuneration 7,860,000 7,150,000

Donation & Subscription 202,833 115,424

Legal Expenses 2,614,842 1,987,452

Staff Welfare 396,153 428,958

Organizational Expenses 22,285,905 14,353,592

Business Development 148,764 1,120

Travelling & Conveyance 9,678,919 8,186,524

General Expenses 721,058 678,880

Promotional Marketing 2,918,356 92,541

Rates & Taxes 6,079,874 4,617,530

Rent 1,360,937 1,220,446

54,558,440 39,087,974


Notes # 28 Finance Costs

Finance Expense 167,006,772 70,791,677

167,006,772 70,791,677

Notes # 29 Miscellaneous Expenses

Written off during the year 646,171 25,347

646,171 25,347

(In H)

Particulars 2015-16 2014-15

Notes # 30 Basis for calculation of Basic and Diluted Earnings per Share is as under:

Profit after Tax as per Profit & Loss Account 255,046,978 166,571,261

Number of Equity Share at the end of year 21,043,000 10,215,000

Weighted average number of Equity Shares 14,736,522 10,215,000

Basic Earnings per share 12.12 16.62

Diluted Earnings per share 17.30 16.62

Nominal Value of Shares 10.00 10.00

(In H)



Notes # 27 Selling and Distribution Expenses

Business Promotion/Advertisement 52,967,579 46,142,071

Carriage Outwards 10,635,350 10,576,205

Discount & Rebate 6,166,087 2,362,956

Godown Expenses 4,295,187 3,745,703

Godown Rent 600,000 600,000

Rebate on Sales 39,773,917 24,592,283

Salesman Commission 232,540 270,755

Breakage Replacement A/c 622,452 261,805

Incidental Charge Refund A/c 69,603 128,075

Loading & Unloading Charges 407,140 762,785

115,769,855 89,442,638

ContentsOpportunity-responsive 04 Bringing IMFL attributes to IMIL space 06 Making the consumption leap happen 08

An insight into the corporate 10 Our corporate journey 12 Chairman’s review 14 Our robust business model 16

Company review 17 Management discussion and analysis 18 Managing business uncertainties 24 Statutory

section 26 Balance Sheet and P&L Account 61

Forward-looking statementIn this annual report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements- written and oral- that we periodically make contain forward looking statements that set out anticipated results based on the management plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘beliefs’ and ‘words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risk, uncertainties and even inaccurate assumptions. Should known or unknown risk or uncertainties materialise, or should underlying assumptions prove inaccurate, actual; results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

How Pincon has strengthened its credentials as an Opportunity-responsive company

04

Bringing superior IMFL attributes to the IMIL space

06

Chairman’s review

14Making the consumption leap happenPincon’s biggest contribution has been in graduating the consumer at the bottom of the consumption pyramid to a superior product

08

Vision To make liquor consumption safe, hygienic and responsible

A [email protected]


16



(In H)


Sales


Purchase/Other Manufacturing Expenses


Yours Laboratories Private Limited 32,271,375 -

Loan & Advances [Unsecured Loan Given / (Recovered) during the year]

Paul Distributors Private Limited - (25,000,000)

Priya Laboratories Private Limited - (16,000,000)

Loan & Advances (Outstanding)


Priya Laboratories Private Limited - -

Key Management Personnel

Remuneration 6,600,000 6,600,000

Unsecured Loan Taken (during the year)


Unsecured Loan Taken (Outstanding at the end of the Year)


Preferential Allotment of Share Capital

Mr. Monoranjan Roy (Conversion of Unsecured Loan) 135,000,000 -

Notes # 31 Related Party Disclosuresa) Name of the related parties where control exists: Subsidiary Companies Paul Distributors Private Limited (with effect from 21st March 2014)

Priya Laboratories Private Limited (with effect from 21st March 2014)

Yours Laboratories Private Limited (With effect from 03rd July2014)

b) Name of the Other Related Parties/ Key Managerial Personnel Mr. Monoranjan Roy (Chairman & Managing Director)

Mr. Arup Thakur (Executive Director & CFO)

Mr. Subrata Basu (Executive Director)

What makes Pincon Spirit Limited one of the most exciting liquor companies in India today?

PINCON SPIRIT LIMITED 38th AnnualReport 2015

16 PINCON SPIRIT LIMITED www.pinconspirit.in

pincon annual report 2015-16

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